TEACHERS

Teacher License Agreement

If you are a teacher or instructor who teaches or supervises students in kindergarten through 12^th grade and are using this program in a classroom in your school or in a music program in your school sponsored by the school (like band or orchestra or chorus), then this license agreement is for you. If you are not using the program in a school classroom or school program teacher on instructor, please click HERE.

This is an agreement between you and Music Prodigy, which is owned by The Way of H, Inc. When we say “we” or “us” we are referring to Music Prodigy.

IF YOU TEACH OR INSTRUCT STUDENTS WHO ARE UNDER THE AGE OF THIRTEEN . . .

                  If you teach or instruct students who are under the age of thirteen, those students  cannot use Music Prodigy without the written okay of their parent or guardian. Your school has agreed to get that written okay from a parent or guardian of each of your students. If you think that your school hasn’t done so, please check with your program leader and ask them to be sure to obtain your students’  parent or guardian’s written consent. If that still doesn’t happen, Please let us know right away by writing us at: info@musicprodigy.com.

HOW THIS WORKS – The License

Your school or school district has paid Music Prodigy a license fee so that you can use Music Prodigy software for free while your school’s license is current. This software is licensed to you, not sold to you. The license is for a limited amount of time, in this case no longer than one year. At the end of the upcoming or just-started academic year (or the end of the current school year if the school year has already begun), the license will end and you won’t be able to access the software again, or the data on it, unless your school, pays us a new license fee for another year.

Once the license ends, you won’t be able to access any of the information you entered into our system, including your performance data, any playbacks of your performances or any of your own music, quiz questions, or other material that you may have uploaded. We may store that information, or we may delete it, at our option.

HOW MUSIC PRODIGY WORKS – Setup

                  Step 1: Download the Music Prodigy software to your computer. You’ll be able to find it on our website if you’re using a Mac or PC, or through the App Store or Google Play Store. Or your school may provide you a link. If you school or school district has a license with us, the software is free for music instructors or music teachers who work at that school or in that school district to download.

                  Step 2: Launch the software. If it’s your first time using it, you will be asked to create an account by choosing a user name and password. Don’t use your name, the name of your school, or other easily guessed words or numbers (like 1234) for your password.

n  If you’ve already registered, enter your user name and password and use the software.

n  You are not allowed to give your user name and password to anyone else or permit anyone else to use it. If we believe you have done so, we reserve the right to cancel your account and delete all of your information. We may also bar you from setting up a new account in the future.

                  Step 3: Once you’re logged in, you may create courses, upload lesson materials, invite students to your class, and/or assign musical pieces to your students or create quizzes for your class (depending your specific subscription).

We will also be able to see the performances of your students, but we will not share this information with anyone other than you, the student, the school administration or with the parent or guardian of a student if they request to see it.

We may “aggregate” your data with that of others  who use our software, including students, teachers and instructors. That means that we might combine your performance data with that of others to see how different groups performed a whole. We may share this aggregated data with other parties outside your school.

WHAT YOU MAY DO AND MAY NOT DO WITH OUR MUSIC PRODIGY SOFTWARE

                  DO: Practice music given to you by your school, school program or uploaded by you or that is already made available to you through Music Prodigy. In addition to asking your students to complete lessons or exercises in the software, you may in some cases, depending on your account, be able to upload your own music to play or have your students play If you intend to upload content to Music Prodigy, please read the limits to what you can and cannot upload below.. If you do upload material you have created, you do so at your own risk. We do not promise you that you’re your music will be secure or that it will not be stolen, seen or used by someone else without your consent.

UPLOAD FEATURE MAY NOT YET BE AVAILABLE. If you cannot upload material, it may mean that this feature has not been installed yet on the version of the software you have or may have been excluded for other reasons. Please check with you teacher or school to see when it might be available

MARKET PLACE. Under a planned upgrade for Music Prodigy, you may be able at some point in the future to license your own music (music you originated solely on your own without copying anyone else’s music) to others for a fee paid to you. When Marketplace becomes active, you agree to be subject to the Market Place Rules, which will be posted on the Music Prodigy website.

                  DON’T: You aren’t allowed to give, lend or license our software or other materials to anyone else.

                  You aren’t allowed to upload music or any other material that belongs to someone else or is copyrighted by someone else unless you have written permission from the copyright owner to upload the music. If we learn or suspect that you have uploaded copyright material for which you do not have written consent from the owner, we may take the material down or otherwise make it unavailable without notice to you, and you may not recover damages or other relief from us even if it turns out later that you did have the right to upload the material.

As it relates to music that is uploaded to Music Prodigy, here are limits to what music you can upload to Music Prodigy. Here is what you can upload:

n  Music your school has given to you to play on Music Prodigy and told you there is a license to play it.

n  Music provided to you by Music Prodigy via the Music Prodigy website.

n  Music that you have personally written, where you have written ALL of it.

n  Music (including versions or arrangements) that you know for sure was written in its entirety before the year 1924.

n  Music that you have permission to upload and play on your computer (because you have a license to use it) even though it belongs to (or was copyrighted by) someone else.   

Sometimes it can be hard to tell if something is copyrighted or not. But here are two guidelines.

(1)   If the music has a copyright notice on it, which looks like this in form “© Copyright Fred Jones” or “Copyright Fred Jones” or “All Rights Reserved Fred Jones,” you should assume it is copyrighted and that you cannot use it unless Music Prodigy, your school, or the owner of the music has given you permission to do so. (Sometimes the copyright notice will mention a singer or songwriter’s name. Sometimes it will mention a company’s name.)

(2)   If you know the music (or any version or arrangement of it) was written after the year 1923, you should assume it is copyrighted even if it does not have any kind of copyright notice on it. You should not use it.

If you are not sure, ask your school. Your school might have a license for the music even though it is copyrighted, but it might not. To be sure, you need to ask.

If you’re still not sure, don’t upload the material!

THE CONSEQUENCES FOR YOU OF UPLOADING MUSIC YOU DO NOT OWN ON MUSIC PRODIGY

                  If you upload music you do not own or do not have the right to upload on Music Prodigy, and as a result Music Prodigy is sued or otherwise damaged because you did that, or we have to spend money because you did that (including hiring lawyers and experts), you will be required to fully  indemnify us. In other words, you will have to pay for the total fees and cost of our lawyers and others (such as experts) we have to hire to defend ourselves, and you will have to pay in full any damages or costs or fees we are ordered to pay. You may also be sued yourself by the owner(s) of the music.

YOU AREN’T ALLOWED TO COPY, MODIFY OR DAMAGE OUR MUSIC PRODIGY SOFTWARE

                  You aren’t allowed to copy our Music Prodigy software, modify it, or damage it in any way. You can’t use hacking tools or reverse engineering or any other method to do so. You also can’t introduce viruses, worms, or other malware into our software or our on-line systems. And, once again, if you do so you will have to indemnify us—pay all our costs to fix the damage you’ve done, including business we might lose.

YOU AREN’T ALLOWED TO GIVE THE MUSIC PRODIGY SOFTWARE TO ANYONE ELSE OR SHARE YOUR PASSWORD

Your Music Prodigy software is only for your use. You aren’t allowed to give it to anyone else, let anyone else use it or give or lend your password to anyone else. If we learn or suspect you are doing any of those things, we may decide to block you from using the software or remove it from your device or ask your school to remove it. Please note that your students must sign up separately for access to Music Prodigy and agree to their own license terms.

WE DON’T SUPPLY YOU WITH THE EQUIPMENT YOU NEED TO ACCESS MUSIC PRODIGY

                  We don’t supply you with computers or phones or mobile devices or anything else you might need to access our Music Prodigy Software. You have to get the equipment you need from your school or bring your own, depending on your school’s rules about that.

MUSIC PRODIGY WON’T WORK ON ALL PHONES, MOBILE DEVICES OR COMPUTERS

                  Music Prodigy works only on certain computers, phones or mobile equipment, and on certain software, but not on everything. You should check with your teacher or school to see if you have the right equipment and software to run Music Prodigy.

WE MAY COLLECT DATA ON HOW YOU USE OUR SOFTWARE

                  We may collect information (data) about how you use our software—things like how well your students do (or how well you do if you use it yourself), how long it takes you or your students to complete exercises, which songs you and/or your students play and how well the equipment and software you’re using works. We will not use this data in a way that identifies you or your classes or students personally unless your school requests it, but we will instead combine it with the data from other users (“aggregate” the data) and use it for analysis of how well you, your students and our products are doing. We may publish the aggregated data or share it with your school, school district or our business partners.

WE DON’T MAKE YOU ANY PROMISES ABOUT HOW WELL MUSIC PRODIGY WILL WORK AND WE DON’T GUARANTEE THAT IT WILL ALWAYS WORK OR THAT IT WILL WORK AT ALL

                  We hope Music Prodigy will work well for you. But we don’t make any promises about that or guarantee whether it will work well for you or your students or whether it will work at all. There may be times when it works well, other times when it doesn’t work at all, and everything in between. This may depend on how well your equipment and software is working (assuming you’re using the right stuff), whether our software has any bugs in it—and sometimes new bugs occur when we upgrade the software—whether the software is down for maintenance, whether the Internet is working well on our end or your end, or a number other things. If Music Prodigy doesn’t work (or even if we lose your work), you can’t sue us or get any money from us as a result.

WE CAN CHANGE THIS AGREEMENT AT ANY TIME BY PUTTING THE CHANGES UP ON OUR WEBSITE

                  From time to time, we may change this agreement. When we want to do that, we will put the changes up on our website http://musicprodigy.com/terms/You should check the website regularly to see if we have made any changes. If you don’t like the changes we’ve made, you should talk to your teacher or parent or guardian. If you still don’t like the changes, you should stop using the Music Prodigy software or delete it from your device.

LIMITED SOFTWARE LICENSE FOR MUSIC PRODIGY

District/Institution/School License Agreement

THIS LIMITED LICENSE AGREEMENT ("Agreement") is entered into between Music Prodigy, with its principal place of business located at 4335 Van Nuys Blvd, Ste 308, Sherman Oaks, CA 91043 and Institution (“Institution”) with its principal place of business located in the United States (sometimes hereinafter “Licensee”). “Institution,” as used herein, means an educational or other institution, including a school, college or other music instructional program. The Software referenced herein is licensed, not sold.

RECITALS

WHEREAS, Music Prodigy owns music performance software currently known collectively as Music Prodigy^®, which is comprised of centralized server-based software, remote and/or local based software, and underlying databases and algorithms (the “Software”).

WHEREAS, Licensee has requested to be granted a limited license to use the Software in exchange for payment of a license fee by Licensee to Music Prodigy.

WHEREAS, the Software (including various functional modules within it) is web-based and locally hosted and includes data management and graphical display programs which are primarily hosted on a website owned and/or administered by Music Prodigy but where portions of utilities related to the Software may be stored temporarily or permanently on digital devices, and is accessed by a specific username and password.

WHEREAS, the Software which provides functionality to the Music Prodigy software and its utilities is copyrighted by Music Prodigy, contains material on which patents have been applied for by or granted to Music Prodigy (which is a dba of The Way of H, Inc.), and contains trade secrets, or is otherwise owned by Music Prodigy.

WHEREAS, Music Prodigy, as Licensor, desires to License, and Institution, as Licensee, desires to receive, certain limited licensed rights to access and utilize the Software for a limited purpose, for a limited project, and for a limited period of time, all pursuant to the terms and conditions contained in this License Agreement.

NOW THEREFORE, Licensor and Licensee agree as follows:

1.             Definition of “End User,” ”Music Prodigy”, ”Compositions,” “Purpose,” “Software,” “Use,” and “Website.”

“Composition” or “Compositions” mean a musical composition or group of musical compositions including the music and/or the music and lyrics. 

“Edition” or “Editions” mean a visual representation of a Composition or Compositions in digital/electronic format featuring standard musical notation and/or music tablature and/or chord frames and/or other visual representations of musical notes or concepts and/or lyrics used in conjunction with any of the formats mentioned above, but excluding lyric-only usages.

                 “Content” means any Composition and/or Editions and all audio, text, photos, pictures, graphics, comments, and other content, data or information included in the Software, that is offered for purchase or license within the Software, or uploaded to the Software by Licensee or End User.

                 “Music Prodigy” or “Software” or “Platform” mean all of the software; written instructions for use of the Software; and every functional software module within Music Prodigy^® including, without limitation, all associated underlying databases, libraries, components, algorithms, user interface designs and displays, and system software.

.                 “Purpose” means to facilitate education and training of Institution’s students or users in learning to play an instrument and/or sing using Compositions or Editions owned by Music Prodigy and/or third-party publishers, authors, lyricists or composers.

                  “End User” means a particular individual student, teacher, or Institutional employee designated by or approved by Licensee, who will be one of the users for the duration of the license term, pursuant to the provisions set forth in the following paragraphs. When used in the plural, End Users mean the group consisting of each and every End User.

“End User Content” means any Content uploaded, stored, transmitted, submitted, exchanged or made available to or via the Software and which is lawfully generated, owned and controlled solely by the End User and not by Music Prodigy.

“Institutional Content” means any Content uploaded, stored, transmitted, submitted, exchanged or made available to or via the Software and which is lawfully generated, owned and controlled solely by the Institution and not by Music Prodigy.

                  “Use” (whether used as a noun, singular or plural, or as a verb) means the following uses and no others of any kind:

(i) use of the Software without decoding it, copying it, modifying it, analyzing it, breaking into it, or permitting non-licensed parties to see it, access it, or break into it, or to utilize the Software  in any way except solely  in connection for the Purpose described above and

(ii) use of the Software only within the United States of America

(iii) utilization of the Software solely for the Purpose and for no other purpose.

"Website" means the website, sites, apps or backup sites on which Music Prodigy hosts or makes available its proprietary Software and/or related software.

“Software” means Music Prodigy software and all software related to it or to its functionality, including, without limitation, Music Prodigy software which may be housed, momentarily or for a longer period, with specific permission, on any computer, server, mobile device or other device of any kind owned by, controlled by or in the possession of Licensee or End User including software code supplied by Music Prodigy for use on desktop computers, Android-based and/or iOS-based devices, mobile, other portable or handheld computers, classroom displays (whether screen-projected or displayed on an individual device), browsers, or digital devices of any kind (including, without limitation, notebook computers, tablet computers, and mobile devices, whether such devices now exist or are developed in the future.

2.             Grant of License

A.              Music Prodigy grants to Licensee a limited time, non-exclusive, non-transferable license to Use the Software within the United States only and only for the limited time provided in Section 5, below, for the Purpose defined herein for no other Use or Purpose. The royalty for the License is set forth in the Purchase Order between Licensor and Licensee. Title to all Software shall remain vested in Music Prodigy, and nothing in this License will give or convey any right, title or interest therein to Licensee or to anyone else except as a limited-time, limited Purpose, limited Use license under the terms of this License.  Any material or writings of any kind created by the Software are and shall remain the intellectual property of Music Prodigy only, as well as the work product of Music Prodigy only, and may not be used by Licensee or any other person for any purpose other than the Purpose defined above.  Any suggestions, ideas, works of authorship, software code, processes, means, approaches, or specifications for improvements, enhancements, uses or changes to any aspect or functionality of the Software or any of its modules, including, without limitation, those relating to possible new modules or functions (individually and collectively, “Enhancements”) and which Enhancements are brought to the attention of Music Prodigy by Licensee or anyone having access to the Software through the auspices of client, shall, if wholly or partially implemented by Music Prodigy, whether or not paid for or worked on by Licensee, be considered derivative works or improvements of the Software and shall be the sole property, intellectual and otherwise, of Music Prodigy. Neither Licensee nor anyone having access to the Software through the auspices of Licensee shall have any rights or ownership in such Enhancements.

                  B.              Should Licensee desire to Use any module or functionality of the Software other than those listed in Exhibit I, Licensee may do so only after reaching agreement in writing with Music Prodigy concerning the terms and conditions for their use.  Addition of such modules or functionalities shall result in additional license fees for both Initial End Users and/or Additional End Users and shall be negotiated and agreed to in writing.

3.             Grant of Rights

A.              The Software allows the user to view and/or perform along with the Editions using the Software so that the user may learn to perform the music embodied in the Editions and/or practice such music. The Software is for practice only and may not be used for a public performance of the music or lyrics embodied in the Editions.  

4.             Content

A.              Licensee hereby acknowledges and agrees that Music Prodigy: (i) stores Content and other information uploaded by a Licensee or End User at the direction, request and with the authorization of its End Users or Licensees, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such End User or Licensee originated Content, and (iii) plays no active role and gives no assistance in the presentation or use of such End User or Licensee-originated  Content. Licensees and End Users are solely responsible for all of such End User or Licensee’s Content that uploads, posts or distributes to, on or through the Software, and to the extent permissible by law, Music Prodigy excludes all liability with respect to all Content (including Licensee’s Content) and the activities of its End Users with respect thereto.

B.              Music Prodigy does not claim any ownership rights in End User Content, and Institution hereby expressly acknowledges and agrees that End User Content remains the sole responsibility of the End User and/or Licensee.

C.              Institution agrees not to, on its own behalf, or to knowingly permit End Users to upload, store, distribute, send, transmit, display, sell, perform, make available or otherwise communicate to the public any Content to which the End User does not hold the necessary rights. In particular, any unauthorized use of copyright protected material within End User Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via Music Prodigy) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of access to Music Prodigy by End User and/or Institution under whose license End User has accessed the Software and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.

D.              Music Prodigy will suspend or terminate an End User’s access to the Software if Music Prodigy determines, in its sole discretion, that an  End User or Institution have  breached the provisions of paragraph C, above, or any other provision of this Agreement.  If Music Prodigy receives a notification from a third party or in accordance with applicable law that any End User Content infringes the copyright or other rights of such third party, or if Music Prodigy believes that the End User’s behavior is unlawful, Music Prodigy may, in its sole discretion, take down or block access to the complained-about content. Music Prodigy will also suspend or terminate the End User account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Music Prodigy at its sole discretion.  Music Prodigy will not refund any End User, Licensee, or Institution account terminated as a result of breach of this Agreement, including, without limitation, uploading or permitting the uploading of infringing material.

E.              Music Prodigy may, at its sole discretion, refuse to grant access to the Software to any End User or terminate any End User at any time.

5.             Representations and Warranties

Institution represents and warrants that it will (1) use reasonable efforts to itself comply with the following requirements as they may relate to Institutional Content, substituting the phrase “Institutional Content” for “End User Content,” (2)  make each of its End Users aware of the following requirements, (3) take reasonable steps to insure the compliance of each of its End Users with the following requirements and (4) will immediately notify Music Prodigy if it becomes aware that an End User has or may have failed to comply with the following  requirements:

(i)              that End User Content, and each and every part thereof, is an original work by End User, or  that End User  has obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Music Prodigy to use, End User Content pursuant to this Agreement, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available, sell, and otherwise communicate to the public End User Content, and each and every part thereof, on, through or via the Software.

(ii)            that End User Content and its availability in the Software will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

(iii)           that End User has obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in End User Content in order to include their name, voice, performance or likeness in  End User Content and to publish the same as part of the Software.

(iv)           that End User Content, including any comments posted in the Software or on the Website, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

Institution agrees that neither End User Content nor Institutional Content and will create any liability on the part of Music Prodigy, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, investors, officers and/or shareholders. Music Prodigy reserves the right to remove Institutional Content or End User Content, or suspend or terminate Institutional Content or End User access to the Software and/or pursue all legal remedies if Music Prodigy believes that any Institutional Content or End User Content breach any of the foregoing representations or warranties, or otherwise infringes any rights or violates any law, rule or regulation.

6.               Issuance, Revocation, and Use by Licensee of Confidential Passwords

Music Prodigy may provide Licensee with activation/course codes for access to the Software and/or Website(s) used by Licensee's authorized End User(s) or allow Licensee’s End Users to create End User accounts and self-enroll into Licensee’s courses and/or use Licensee’s Content.    Licensee agrees to use reasonable efforts to protect the activation codes from distribution to persons not authorized to utilize them.  Improper Use of activation codes by Licensee or other authorized employees or agents is a material breach of this Agreement and constitutes grounds for termination of this Agreement by Music Prodigy, at its sole discretion.  In the event of such breach, however, Music Prodigy may elect, in lieu of immediate termination, to suspend temporarily Licensee's and/or End User’s access to the Software while ameliorative measures are put into effect.  However, should such ameliorative measures prove, in the sole opinion of Music Prodigy, to be ineffective, then Music Prodigy may terminate this license agreement for material breach, and its initial forbearance in doing so shall not affect in any way its right to terminate or seek damages or equitable relief for material breach based on the initial violations.  Music Prodigy reserves the right to deny an End User an activation code if the End User is an individual who, in its Music Prodigy’s sole  judgment, is a competitor or employed by, or substantially connected with, a competitor of Music Prodigy.  However, in the event of such a decision by Music Prodigy, Music Prodigy will notify Licensee in writing in an attempt to solve the matter.

7.               Future Use or Implementation of Revised Confidentiality Measures

                  Music Prodigy reserves the right to change or add to its confidentiality procedures for access to the Software including, without limitation, issuing activation codes to Licensee’s personnel or requiring additional identifying information or registration upon logon by Licensee’s personnel or students, including identification by individual.  Music Prodigy will give Licensee at least two business days’ notice of any such changed procedures unless an emergency situation, such as a breach of security and/or hacking or attempted hacking of its Website or Software, has occurred or appears to have occurred, in which case Music Prodigy reserves the option to change security procedures with less notice or no notice.  However, in such a case, Music Prodigy will make reasonable efforts to ameliorate any inconvenience to Licensee caused by such reduced notice.              

8.               Subscription Licenses Fees, Term and Termination

A.              The term of this License Agreement will commence on the effective date of this license and will terminate as provided in the Purchase Order by which the License has been obtained.

B.              Payment terms of the License are as defined in the Purchase Order signed and returned by Licensee to Music Prodigy or terms defined and accepted by Licensee if payment is made on-line through Music Prodigy’s Website or by other.

C.              The total quantity of licenses in use is the sum of all Music Prodigy products covered under this agreement and in use by Licensee or by its personnel or students.  In the event that Licensee exceeds the total license quantity licensed from Music Prodigy, Music Prodigy reserves the right to invoice Licensee for additional licenses used during the term of the License Agreement.

D.           Licensee understands and agrees that upon termination Music Prodigy will immediately cancel Licensee’s passwords as well as the passwords of any other authorized personnel, students or End Users connected to the Licensee and that they will no longer have any access to or ability to retrieve from the Software or the Website any data that Institution, Licensee or its End Users may have placed on the Website or relied on from the Website. Music Prodigy may use data derived from the use of the Software or any of its functionalities, whether expressed in text, numerical, or graphical form or on the website, or in other forms, for its own purposes, but will not, without Licensee’s consent in writing disclose the data to third parties or publish it unless encrypted and/or stripped of reference to personally identifying information.

E.              If Licensee breaches any provision of this License (except as set forth in the provisions of this Agreement which provide for automatic termination in the event of breach of confidentiality or unauthorized transfer of a password) Music Prodigy may terminate this License agreement, provided, however, that Music Prodigy has given Licensee at least five (5) days written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Music Prodigy’s right to exercise any other remedies for breach, including equitable relief. Music Prodigy reserves the right to change the Price for any renewal of the software license.

9.               License Fee

                  Licensee agrees to pay Music Prodigy in full, within thirty (30) days the fees stated in Licensee’s signed Purchase Order, for the grant of the limited License herein.

10.            Limitations on Use

                  A.              Licensee agrees that it will use the licensed Software and Website only in its own school or business and then solely as that school or business relate to the Purpose and Use set forth above, and not directly or indirectly for any other use in its business or for the benefit of any other client or person, or in connection with any other purpose or project, and that Licensee’s Use shall otherwise be limited to the scope of the grant of the License set forth herein.

                  B.              Licensee agrees not to decode, alter, decompile, reverse engineer, perform reverse analysis on, hack, break into or otherwise disassemble or copy the Software or its functionality or any functionality of the Website or any utility of the Software, whether housed on the Website or in any other place or on any other device.  Licensee further agrees to report promptly to Music Prodigy any attempt to do any of these things by any other person or entity, including End Users, should such attempt to come to the attention of Licensee.

11.            Limitations on Transfer

                  This License is personal to Licensee and may not be sold, conveyed, sublicensed, loaned, transferred or assigned in any way whatsoever without the prior written consent of Music Prodigy. Any purported loan, sale, conveyance, assignment, transfer or sublicense without such consent, shall, at the sole option of Music Prodigy, be null and void ab initio, and will automatically terminate this Agreement, without any refund, rebate or proration of any license fees already paid or due. 

12.            Licensee’s Obligation to Notify of Infringement and Obligation to Protect Confidentiality

                  Licensee will immediately notify Music Prodigy of any infringement or attempted infringement of Music Prodigy’s rights in the Software or the Website, or of Licensee’s rights in this Agreement, of which Licensee becomes aware.

This limited license does not, and is not intended, to provide Licensee with access to the source code of the Software or Website under any circumstances or conditions.  However, should Licensee accidentally or inadvertently come into possession of any portion of the source code or any information which could lead to the reverse engineering of the source code, Licensee agrees immediately to notify Music Prodigy of the event and thereafter to observe complete confidentiality with respect to the source code for the Software and Website, to hand over, without demand, such code and all copies of it to Music Prodigy, and will not copy, reproduce, publicize or otherwise disseminate the information to third parties. Any breach of such confidentiality by Licensee will automatically terminate this Agreement, but without the return of any license fees previously paid or then due.  Licensee agrees that Music Prodigy’s remedies at law for breach of confidentiality are inadequate and that Music Prodigy will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies in addition to damage remedies or other remedies provided at law.

13.            Warranty of Title

                  Music Prodigy warrants that it is the lawful owner of the Software and the Website and/or that it has the authority to grant the limited License specified herein.

14.            Software Warranty and Disclaimer

                  Music Prodigy warrants that the Software and Website have been developed in a workmanlike manner, and in conformity with generally prevailing industry standards. Licensee must report any material deficiencies in the Software or Website to Licensor in writing within ten (10) days of discovery of such material deficiencies or the time at which such material deficiencies should reasonably have been discovered by Licensee, whichever is sooner.  Licensee's exclusive remedy for the breach of the above warranties will be the attempt by Music Prodigy to correct the material deficiency within a commercially reasonable time, but no other remedies for such breach shall be available.

THE WEBSITE, THE SOFTWARE AND THEIR CONTENT ARE ALL PROVIDED "AS IS" AND WITHOUT OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  MUSIC PRODIGY DOES NOT WARRANT THAT THE WEBSITE OR THE SOFTWARE OR ITS CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.  MUSIC PRODIGY ALSO DOES NOT WARRANT THAT THE WEBSITE, THE SOFTWARE, OR THE SERVER THAT MAKES THEM AVAILABLE, OR ANY UTILITIES PROVIDED TO CLIENT FOR USE ON PORTABLE DIGITAL DEVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES (INCLUDING ANY WARRANTIES IN THE PURCHASE AGREEMENT TO WHICH THIS LICENSE RELATES), WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.  MUSIC PRODIGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES PURSUANT TO THE UNIFORM COMMERCIAL CODE, AND CLIENT AND MUSIC PRODIGY AGREE THAT NEITHER THE WEBSITE, THE SOFTWARE, OR ANY OF ITS MODULES ARE A “GOOD” OR “GOODS” PURSUANT TO THE UNIFORM COMMERCIAL CODE AND ARE NOT COVERED BY THE UNIFORM COMMERCIAL CODE.

15.            Limitation of Liability, Indemnification

                  A.              LICENSEE AGREES THAT MUSIC PRODIGY SHALL NOT BE LIABLE TO IT FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND, INCLUDING, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR IN ANY WAY RELATED TO (1) THE WEBSITE, THE SOFTWARE, (2) THE CONTENT OF ANY OF THEM, (3) ANY OTHER INFORMATION, MATERIALS, PRODUCTS, OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE WEBSITE OR PROVIDED TO ASSIST IN USE OF THE WEBSITE, OR THE SOFTWARE, (4)  END USER’S USE OF OR INABILITY TO USE THE SAME, OR OTHERWISE IN CONNECTION WITH THE WEBSITE, OR THE SOFTWARE OR CONTENT, WHETHER ANY OF THE ABOVE ARISE FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION OR CLAIM, AND WHETHER MUSIC PRODIGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

In any event, Music Prodigy’s total liability under this Agreement with respect to the Software and Website, regardless of cause or theory of recovery, will not exceed the total of ten percent (10%) of the amount of license fees actually paid by Licensee under this agreement for a period not to exceed one year, even if the Purchase Agreement is for a period longer than one year.

                  B.              Licensee will indemnify and hold Licensor harmless against any claims incurred by Music Prodigy arising out of or in conjunction with Licensee’s or End User’s Use or other utilization of the Software or the Website in a fashion not permitted by this Limited License.

16.            Relation of Parties

                  Nothing in this Agreement will create or imply an agency relationship between Music Prodigy and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

17.            Arbitration

                  Any dispute arising under, related to or connected with this License Agreement shall be subject to binding arbitration by a single, mutually agreeable Arbitrator before the American Arbitration Association pursuant to its then-current commercial arbitration rules and pursuant to the provisions of the California Arbitration Act. The parties agree that this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California, except that its conflict of law laws and policies shall not apply.  Any arbitration will be held in Los Angeles County, California if Institution is the petitioner, or in the County in which Institution is located if Music Prodigy is the petitioner. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.  Music Prodigy and Licensee agree, however, that in the event either believes that equitable relief via an arbitrator may not, for any reason, be prompt enough to prevent irreparable injury to its interests, then either party may apply to a court of competent jurisdiction in either Los Angeles County, California or in the State and County in which Institution is located, for a temporary restraining order or preliminary injunction for the sole purpose of preventing irreparable injury.

18.            Attorneys' Fees

                  If any litigation or arbitration between Licensee and Music Prodigy is necessary to enforce the terms of this Agreement, each party shall bear its own attorneys’ fees and costs, without regard to which party is determined to be the prevailing or winning party

19.            Severability

                  If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

20.            Force Majeure

                  Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.  These events include, without limitation, interruption in electric power supply, interruption in telecommunications equipment or transmission facilities, interruptions in the Internet, interruptions in digital marketplaces such as the Apple App Store or the Google Android Marketplace, strikes (whether authorized or unauthorized), corruption of the Software by third parties or insertion of malware into the Software by third parties, major illness, earthquake, hurricane, flood, epidemic, war or acts of war, (whether declared or undeclared), terrorist attack, or hacking or interruption of the Website or the Software by unauthorized parties.

21.            No Waiver

                  The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

22.            Entire Agreement

                  This License Agreement, together with any attachments referred to herein and any agreement or purchase order to which it is attached or makes reference, constitutes the entire license agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter.  It also supersedes the terms of any agreement signed prior to or simultaneous with this License Agreement if those terms differ from, conflict with, or stand in contrast to the provisions of this License Agreement in any way. Both parties acknowledge that they have not been induced to enter into this License Agreement by any representations or promises not specifically stated herein.

LIMITED SOFTWARE LICENSE FOR MUSIC PRODIGY

Student License Agreement

If you are a student in grades kindergarten through 12^th grade and are using this program in a classroom in your school or in a music program in your school sponsored by the school (like band or orchestra or chorus), then this license agreement is for you.

This is an agreement between you and Music Prodigy, which is owned by The Way of H, Inc. When we say “we” or “us” we are referring to Music Prodigy.

IF YOU ARE EIGHTEEN YEARS OLD OR OLDER

If you are eighteen years old or older, you can skip to the next section. If you are younger than eighteen, please keep reading.

IF YOU ARE UNDER THE AGE OF THIRTEEN . . .

                  If you are under the age of eighteen, you cannot enter into this agreement with us without the written okay of your parent or guardian. Your school has agreed to get that written okay from your parent or guardian. If you think that your school hasn’t done that, please check with your teacher, instructor or with your band, orchestra or chorus or other program leader and ask them to get your parent or guardian’s written consent. If that still doesn’t happen, we’re really sorry, but you can’t use this program.

IF YOU ARE OVER THE AGE OF 13 BUT YOUNGER THAN 18, PLEASE PROCEED TO THE NEXT SECTION.

IF YOU ARE UNDER THE AGE OF EIGHTEEN YOU HAVE THE RIGHT, IN SOME STATES, TO HAVE US “FORGET YOU” BY ERASING ALL OF YOUR DATA. IF YOU ARE UNDER THE AGE OF EIGHTEEN AND WISH TO HAVE YOUR DATA ERASED, PLEASE CONTACT US AT INFO@MUSICPRODIGY.COM

HOW THIS WORKS – The License

Your school or school district has paid Music Prodigy a license fee so that you can use Music Prodigy software. This software is licensed to you, not sold to you. The license is for a limited amount of time, in this case one year. At the end of the upcoming or just-started academic year (or the end of the current school year if you are already enrolled as a student in a class or band or orchestra or chorus or a similar program), the license will end and you won’t be able to access the software again, or the data on it, unless your school, you, or someone else pays us a new license fee for another year.

Once the license ends, you won’t be able to access any of the information you entered into our system, including your performance data, any playbacks of your performances or any of your own music or other material that you may have uploaded. We may store that information, or we may delete it, at our option.

HOW MUSIC PRODIGY WORKS – Setup

                  Step 1: Download the Music Prodigy software to your computer. You’ll be able to find it on our website if you’re using a Mac or PC, or through the App Store or Google Play Store. Or your school may provide you a link. If you school or school district has a license with us, the software is free to download.

                  Step 2: Launch the software. If it’s your first time using it, you will be asked to create an account by choosing a user name and password. Don’t use your name, the name of your school, or other easily guessed words or numbers (like 1234) for your password.

n  If you’ve already registered, enter your user name and password and use the software.

n  You are not allowed to give your user name and password to anyone else or permit anyone else to use it. If we believe you have done so, we will cancel your account and we may delete all of your information. We may also bar you from setting up a new account in the future.

                  Step 3: Once you’re logged in, you may see the lessons and exercises for the classes you’ve enrolled in or you will be able to find those classes and enroll yourself through a course code provided to you by your teacher or school. Practice the lessons and exercises as your teacher has instructed. You will be able to save your performance as a pdf or email it to your instructor. Depending on the play mode, your instructor maybe able to see how you’ve done, evaluate your performance and give you feedback.

We will also be able to see your performances, but we will not share this information with anyone other than your instructor and your school administration. If you are under the age of eighteen, we will also share the information with you parent or guardian if they request to see it.

We may “aggregate” your data with that of other students or users of our software. That means that we might combine your performance data with that of other students in your class, school, age group or other group to see how the group did as a whole, but only in a way that prevents your individual performance from being identified and linked to you. We may share this aggregated data with other parties outside your school.

WHAT YOU MAY DO AND MAY NOT DO WITH OUR MUSIC PRODIGY SOFTWARE

                  DO: Practice music given to you by your school, school program or instructor or that is already made available to you through Music Prodigy. In addition to completing lessons or exercises in the software, you may in some cases, depending on your account, be able to upload your own music to practice or play. If you intend to upload content to Music Prodigy, please read the limits to what you can and cannot upload below.. If you do upload material you have created, you do so at your own risk. We do not promise you you’re your music will be secure or that it will not be stolen, seen or used by someone else without your consent.

UPLOAD FEATURE MAY NOT YET BE AVAILABLE. If you cannot upload material, it may mean that this feature has not been installed yet on the version of the software you have or may have been excluded for other reasons.. Please check with you teacher or school to see when it might be available

                  DON’T: You aren’t allowed to give, lend or license our software or other materials to anyone else.

                  You aren’t allowed to upload music or any other material that belongs to someone else or is copyrighted by someone else unless you have written permission from the copyright owner to upload the music. If we learn or suspect that you have uploaded copyright material for which you do not have written consent from the owner, we may take the material down or otherwise make it unavailable without notice to you, and you may not recover damages or other relief from us even if it turns out later that you did have the right to upload the material.

As it relates to music that is uploaded to Music Prodigy, here are limits to what music you can upload to Music Prodigy. Here is what you can upload:

n  Music your school or instructor has given to you to play on Music Prodigy and told you there is a license to play it.

n  Music that you have personally written, where you have written ALL of it.

n  Music that you know for sure was written before the year 1924.

n  Music that you have permission to upload and play on your computer (because you have a license to use it) even though it belongs to (or was copyrighted by) someone else.   

Sometimes it can be hard to tell if something is copyrighted or not. But here are two guidelines.

(1)   If the music has a copyright notice on it, which looks like this in form “© Copyright Fred Jones” or “Copyright Fred Jones” or “All Rights Reserved Fred Jones,” you should assume it is copyrighted and you cannot use it unless your instructor has given you permission to do so. Sometimes the copyright notice will mention a singer or songwriter’s name. Sometimes it will mention a company’s name.

(2)   If you know the music was written after the year 1923, you should assume it is copyrighted even if it does not have any kind of copyright notice on it. You should not use it.

If you are not sure, ask your teacher or your parent or guardian. Your school might have a license for the music even though it is copyrighted, but it might not. To be sure, you need to ask.

If you’re still not sure, don’t upload the material

THE CONSEQUENCES FOR YOU OF UPLOADING MUSIC YOU DO NOT OWN ON MUSIC PRODIGY

                  If you upload music you do not own or do not have the right to upload on Music Prodigy, and as a result Music Prodigy is sued or otherwise damaged because you did that, or we have to spend money because you did that (including hiring lawyers and experts), you will be required to fully indemnify us. In other words, you will have to pay for the total fees and cost of our lawyers and others (such as experts) we have to hire to defend ourselves, and you will have to pay in full any damages or costs or fees we are ordered to pay. You may also be sued yourself by the owner(s) of the music.

YOU AREN’T ALLOWED TO COPY, MODIFY OR DAMAGE OUR MUSIC PRODIGY SOFTWARE

                  You aren’t allowed to copy our Music Prodigy software, modify it, or damage it in any way. You can’t use hacking tools or reverse engineering or any other method to do so. You also can’t introduce viruses, worms, or other malware into our software or our on-line systems. And, once again, if you do so you will have to indemnify us—pay all our costs to fix the damage you’ve done, including business we might lose.

YOU AREN’T ALLOWED TO GIVE THE MUSIC PRODIGY SOFTWARE TO ANYONE ELSE OR SHARE YOUR PASSWORD

Your Music Prodigy software is only for your use. You aren’t allowed to give it to anyone else, let anyone else use it or give or lend your password to anyone else. If we learn or suspect you are doing any of those things, we may decide to block you from using the software or remove it from your device or ask your school to remove it.

WE DON’T SUPPLY YOU WITH THE EQUIPMENT YOU NEED TO ACCESS MUSIC PRODIGY

                  We don’t supply you with computers or phones or mobile devices or anything else you might need to access our Music Prodigy Software. You have to get the equipment you need from your school or bring your own, depending on your school’s rules about that.

MUSIC PRODIGY WON’T WORK ON ALL PHONES, MOBILE DEVICES OR COMPUTERS

                  Music Prodigy works only on certain computers, phones or mobile equipment, and on certain software, but not on everything. You should check with your teacher or school to see if you have the right equipment and software to run Music Prodigy.

WE MAY COLLECT DATA ON HOW YOU USE OUR SOFTWARE

                  We may collect information (data) about how you use our software—things like how well you do, how long it takes you to complete exercises, which songs you play and how well the equipment and software you’re using works. We will not use this data in a way that identifies you personally, but we will instead combine it with the data from other users (“aggregate” the data) and use it for analysis of how well students and our products are doing. We may publish the aggregated data or share it with your school, school district or our business partners.

WE DON’T MAKE YOU ANY PROMISES ABOUT HOW WELL MUSIC PRODIGY WILL WORK AND WE DON’T GUARANTEE THAT IT WILL ALWAYS WORK OR THAT IT WILL WORK AT ALL

                  We hope Music Prodigy will work well for you. But we don’t make any promises about that or guarantee whether it will work well for you or whether it will work at all. There may be times when it works well, other times when it doesn’t work at all, and everything in between. This may depend on how well your equipment and software is working (assuming you’re using the right stuff), whether our software has any bugs in it—and sometimes new bugs occur when we upgrade the software—whether the software is down for maintenance, whether the Internet is working well on our end or your end, or a number other things. If Music Prodigy doesn’t work (or even if we lose your work), you can’t sue us or get any money from us as a result.

WE CAN CHANGE THIS AGREEMENT AT ANY TIME BY PUTTING THE CHANGES UP ON OUR WEBSITE

                  From time to time, we may change this agreement. When we want to do that, we will put the changes up on our website http://musicprodigy.com/terms/. You should check the website regularly to see if we have made any changes. If you don’t like the changes we’ve made, you should talk to your teacher or parent or guardian. If you still don’t like the changes, you should stop using the Music Prodigy software or delete it from your device.