Subscription Agreement

Published 01 November 2023. Effective as of 01 November 2023. These Terms replace and supersede all prior versions.

We sometimes update our Subscription Agreement. If you are a new subscriber, then this Subscription Agreement will be effective as of 01 November 2023. If you are an existing Subscriber, we are providing you with prior notice of these changes which will be effective as of 01 November 2023. For the previous version of our Subscription Agreement, please click here (no previous versions available at the moment!).
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO OUR SERVICES.
By accepting this Agreement, either by accessing or using a Service, or authorising or permitting any Agent or End-User to access or use any of our Services, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Art Inspire Music, Limited trading as Music School Hub (collectively “We”, “Our”, “Us”) that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalised term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorise any use of any of our Services.
The purpose of this Agreement is to establish the terms and conditions under which You may purchase any of our Services as described in an online Order Form on any of our websites or in a written Contract between Art Inspire Music, Limited trading as Music School Hub and You (and signed by You).
In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form or written contract, the terms of the Order Form or contract shall control. Non-English translations of this Agreement are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and shall control.

1. Access To Services

  • 1.1 Service. We will make Our Services and Your Service Data available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Subscription, Membership or Service Plan. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events.
  • 1.2 Support. We will, at no additional charge, provide applicable standard customer support for our Services to You as detailed on the applicable Site and Documentation, and upgraded support, if purchased.
  • 1.3 Modifications. You acknowledge that We may modify the features and functionality of our Services during the Subscription Term. We shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
  • 1.4 Additional Features. We will notify You of applicable Supplemental Terms or alternate Terms and Conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account will be considered acceptance of the applicable Supplemental Terms or alternate Agreement where applicable.
  • 1.5 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.

2. Use Of Services

  • 2.1 Login Management. Access to and use of our Services is restricted to the specified number of individual Students, Teachers or Schools and the individually booked bundles, levels, subscription or membership packages. You agree and acknowledge that any one Login cannot be shared or used by more than one (1) individual per Account. However, Teacher Logins may be reassigned to new individual Teachers replacing former individual Teachers who no longer require ongoing use of our Services within an individual School subscription. You (Schools and their Teachers, as well as Students) are responsible for maintaining the confidentiality of all Login information for Your Account. Absent a written license from Us expressly stating otherwise, You agree and acknowledge that You may not use Our Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who
  • (a) leverages the Services to interact with End-Users;
  • (b) Processes data related to interactions with End-Users; or
  • (c) Processes data related to interactions originating from a Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Login if utilising the Services for such interaction.
  • 2.2 Furthermore, You shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or licensing restrictions that are enforced in the Service user interface. Should we discover that Your use of one of Our Services violates this Agreement or the Service Plan features and limitations on Our Site or Documentation, we reserve the right to charge You, and You hereby agree to pay for said overuse, in addition to other remedies available to Us.
  • 2.3 Compliance. As between You and Us, You are responsible for compliance with the provisions of this Agreement by End-Users and for any and all activities that occur under Your Account, which We may verify from time to time. Without limiting the foregoing, You are solely responsible for ensuring that Your use of Our Services is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with End-Users.
  • 2.4 Content and Conduct. In addition to complying with the other terms, conditions and restrictions set forth in this Agreement, You agree to all terms, agreements, policies and guidelines outlined on Our websites, which is hereby incorporated into this Agreement. Further, in Your use of the Services You agree not to
  • (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorised access to the Services or related systems or networks;
  • (b) falsely imply any sponsorship or association with Us;
  • (c) use Our, or any of our third-party providers' integrated Services, names, trademarks, copyrighted content in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
  • (d) attempt to bypass or break any security or rate limiting mechanism on any of Our Services or use Our Services in any manner that interferes with or disrupts the integrity, security or performance of Our Services and its components;
  • (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up Our Services;
  • (f) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or
  • (g) launch or facilitate, whether intentionally or unintentionally, a level of traffic on any of Our Services, or engage in any other conduct that materially and adversely impacts the security, availability, or stability of Our Services.
  • 2.5 System Requirements. A high-speed Internet connection is required for proper transmission of Our Services. You are responsible for procuring and maintaining the network connections that connect Your network to Our Services including, but not limited to, browser software that supports protocols used by Us, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Us. We assume no responsibility for the reliability or performance of any connections as described in this Section.
  • 2.6 Internal Business Purposes Only. Unless otherwise authorised by Us in this Agreement or expressly agreed to otherwise in writing by Us, You may not use Our Services in any manner where You act as a service bureau or to provide any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. Accordingly, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell Our Services to any third party, other than authorised End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Us. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Us from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.
  • 2.7 No Competitive Access. You may not access the Services if You are a direct competitor of Art Inspire Music Limited or any of its trading names including but not limited to Music School Hub, except with Our express prior written consent. You may not access the Services for competitive purposes.

3. Term, Cancellation & Termination

  • 3.1 Term. Unless Your Account and subscription to a Service is terminated in accordance with the terms of this Agreement or unless otherwise provided for in an Order Form,
  • (a) Your purchase or subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term;
  • for Students: only after You purchased a new subscription bundle and your payment has been fully processed; Students will be informed about renewals and upgrade suggestions according to their subscription bundle;
  • for Teachers & Schools: automatically without any further notice, and after your payment has been fully processed;
  • (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services at the time such subsequent Subscription Term commences. You will be informed to any price or term changes at least 14 days prior to subscription renewal.
  • 3.2 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.
  • 3.3 Mutual Termination for Cause. A Party may terminate this Agreement for cause
  • (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party’s receipt of such written notice; or
  • (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In any of these circumstance substantial proof will have to be provided by a legal representative (solicitor).
  • 3.4 If this Agreement is terminated by You in accordance with this Paragraph, We will refund You any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination.
  • 3.5 If this Agreement is terminated by Us in accordance with this Paragraph, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
  • 3.6 Payment Upon Termination. Except for Your termination under Paragraph 3.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, or if We terminate or cancel Your Account pursuant to Paragraph 3.3, in addition to any other amounts You may owe us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term.
  • 3.7 No Refunds. Except for Your termination rights under Paragraph 3.3, if You elect to terminate Your subscription to a Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to You.
  • 3.8 Export of Service Data. For thirty (30) days after the effective date of termination or expiration of this Agreement, upon Your request, We will make Service Data available to You. Thereafter, We will have no obligation to maintain or provide any Service Data, and We will, unless prohibited by law or legal order, delete Your Service Data in Our Services in accordance with Our Data Deletion Policy available under the Service Data Protection Policy on this Website.

4. Billing, Plan Modifications & Payments

  • 4.1 Payment and Billing. All Subscription Charges are due in full upon commencement of Your Subscription Term. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card number or expiration date). If You fail to pay Your Subscription Charges or any other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You and End-Users.
  • 4.2 Add-Ons & Upgrades. If You choose to add another service, level or bundle to your existing subscription or membership You start a new contract term for this particular Add-On, Level or Bundle and will be charged in full. Please be aware that some add-on services require a basic subscription and may not be functional without it. If You choose to upgrade Your Service Plan in any way, you start a new contract term and will be charged in full minus the proportional amount of the left over subscription term. This means that incremental Subscription Charges of the the remaining Subscription Term will be credited to the subscription price arising from the upgrade. The term will then start from the beginning. In any future Subscription Term, Your Subscription Charges will reflect any such upgrades. Add-Ons and Upgrades are specifically named as such.
  • 4.3 Downgrades. You may not downgrade Your Service Plan or reduce the number of levels, users or add-ons during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of users under any Service Plan for a subsequent Subscription Term, You must provide us with thirty (30) days advance written notice prior to the end of Your then current Subscription Term. You must demote any downgraded users prior to the beginning of the subsequent Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of Our Service as available to You under Your Account, and We do not accept any liability for such loss.
  • 4.4 Taxes. Unless otherwise stated, Our charges do not include any VAT. You are responsible for paying VAT if we will be required to charge VAT by law. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
  • 4.5 Payment Agent. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). Payments made by credit card, debit card or certain other payment instruments for our Service are billed and processed by Our Payment Agent. You hereby authorise the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorise Art Inspire Music, Limited trading as Music School Hub and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not us, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Art Inspire Music, Limited trading as Music School Hub  and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
  • 4.6 Promotional Credits Policy. We may, at our sole discretion, choose to offer credits for Our Services in various ways, including but not limited to, coupons, promotional campaigns and referrals for Our services. We reserve the right to award credits at Our sole discretion. Credits have no monetary or cash value and can only be used by You to offset Your subsequent payments of Subscription Charges for the applicable Service within the in the promotional offer's stated amount of days of provision. Credits may only be applied to Subscription Charges due for the Service specifically identified by Us when issuing the credit. Credits can only be used by You and are non-transferable. To the extent that You have been awarded credits, unless the promotion (any coupons, discount promotions, etc.) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued, more specifically 365 days. We may modify this Promotional Credits Policy, in its sole discretion, from time to time. Capitalised terms used in this Promotional Credits Policy shall have the meanings set forth in the Subscription Agreement. 

5. Confidential Information

  • Each Party will protect the other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information
  • (a) solely to the employees and/or non-employee service providers, third-party service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information;
  • (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or
  • (c) as reasonably necessary to comply with any applicable law or regulation. Except when obliged by legal force this Paragraph 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. 

6. Ownership & Security Of Service Data

  • 6.1 Ownership of Service Data. Subscriber shall retain ownership rights to all Service Data Processed under the terms of this Agreement.
  • 6.2 No Sale of Service Data. We will never sell, rent, or lease Your Service Data to any third party. We will not share Your Service Data with third parties, except as permitted by this Agreement and in order to provide, secure and support Our Services.
  • 6.3 Safeguards. We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data in accordance with the measures described in the Service Data Protection Policy within this Agreement.

7. Privacy Practices

  • 7.1 Subscriber as Data Controller. To the extent Service Data constitutes Personal Data, the Parties agree that You shall be deemed to be the Data Controller, and Our relevant entity shall be deemed to be the Data Processor, as those terms are understood under the applicable Data Protection Law. We explain how We process Service Data in our role as Data Processor in our Privacy Policy & Cookie Policy.
  • 7.2 Hosting and Processing. Unless otherwise specifically agreed to in writing by Us, Service Data may be hosted by Us, or our respective authorised third-party service providers, in any location around the world. Subject to the confidentiality terms set forth herein, You acknowledge and agree that We may receive, collect and/or process Service Data, including but not limited to Personal Data within Service Data, based on Our legitimate interest under applicable Data Protection Law to provide, secure and improve Our Services. In providing Our Services, we will engage entities within Our company and other authorised service providers to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this Agreement within the EEA, the United States and in other countries and territories worldwide. We will always, if feasible and possible, only engage third-party service providers that are based in the EU and comply 100% with GDPR regulations. In case we have to choose third-party service providers outside the EU We will follow our best practice procedure in sourcing compliant providers that can issue DPAs in accordance with current GDPR regulations.

8. Temporary Suspension

  • 8.1 We reserve the right to restrict functionalities or suspend Our Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use Our Services and remove, disable or quarantine any Service Data or other content if
  • (a) We reasonably believe that You, Agents or End-Users have violated this Agreement; or
  • (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users.
  • 8.2 This right includes the removal or disablement of Service Data or other content in accordance with Our Trademarks & Intellectual Property Policy and any other Copyright related paragraphs in any of these Terms & Conditions.
  • 8.3 We also reserve the right to immediately suspend Your Account for Your violation of any Content and Conduct Policies included in Our Website Terms Of Use. Unless legally prohibited from doing so or where We are legally required to take immediate action, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the afore mentioned actions. We shall not be liable to You, Agents, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use Our Services. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law enforcement authorities at Our sole discretion.

9. Third-Party Services

  • 9.1 If You decide to enable, access or use any Third-Party Services (such as, but not limited to: Noteflight, Soundcloud, Spotify, PayPal, Stripe, Zoom, SimplyBookMe, Zapier, Vimeo, Pinterest, Facebook, Google, Twitter/X, Tumblr, LinkedIn, Youtube, Instagram) within Our webpages, Your access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services.
  • 9.2 We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data), or any interaction between You and the provider of such Third-Party Services.
  • 9.3 We cannot guarantee the continued availability of such Third-Party Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation, if, for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Service in a manner acceptable to Us.
  • 9.4 You irrevocably waive any claim against Us with respect to such Third-Party Services.
  • 9.5 We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third-Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third-Party Services.
  • 9.6 You may be required to register for or log into such Third-Party Services on Our website (if possible), or on their respective websites.
  • 9.7 By enabling any Third-Party Services, You are expressly permitting Us to disclose Your login and Service Data as necessary to facilitate the use or enablement of such Third-Party Services.
  • 9.8 For Third-Party Services which enable You to use copyrighted material (such as, but not limited to Noteflight, Soundcloud, Spotify), we expressively urge You to not infringe any copyrights and Intellectual Property, or copyright related terms and conditions which limit your ability to sell, rent out, copy, modify, print, photograph, scan, record, video-record or digitise in any way, and waive any claim against Us with respect to any claims resulting from your copyright infringement. 

10. Free Trials - Student, Teacher & School Subscriptions - Services & Products

  • 10.1 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of
  • (a) the end of the free trial period for which You registered to use the applicable Service(s);
  • (b) the start date of any subscription to such Service purchased by You for such Service(s); or
  • (c) termination of the trial by Us in Our sole discretion.
  • 10.2 Free Trials only give limited access to subscription, membership and course content.
  • 10.3 Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase.
  • 10.4 Any service data you enter into a service, and any configurations or customisations made to a service by or for you, during your free trial will be permanently lost unless you purchase a subscription to the same service as covered by the trial, purchase the applicable service, or export such service data (if allowed), before the end of the trial period.
  • 10.5 When a school purchases a school subscription bundle, the school will be offered a certain amount of seats to be allocated by the school owner for their staff and students. Each user occupies a seat in the membership bundle. Music School Hub may give You a discretionary additional 10 users (not seats!) to overcome sudden changes in student or teacher numbers.
  • 10.6 Music School Subscribers must keep an eye on the amount of students and teachers to not reach their seat limit. If the seat limit is reached, You need to purchase more seats by contacting Music School Hub.
  • 10.7 The subscription term for music school bundles is one (1) year. Payments are on a monthly basis, paid in advance and are due 14 days after You have received the invoice.
  • 10.8 Invoicing is based on the amount of student & teacher seats which can vary from month to month, but cannot go below the initial amount of seats purchased with the subscription plan.
  • 10.9 The initial amount of teacher and student seats will be determined during the sign-up process, after which the music school subscriber will receive a quote. The first monthly in-advance payment will state the acceptance of this Subscription Agreement and any other agreements and policies part hereof.
  • 10.10 Failure to pay a monthly invoice in time may result in the suspension and access to the Music School Hub platform for all students, teachers & staff of the subscribing music school. Any payment delay will not result in added time to the annual subscription period.
  • 10.11 When purchasing a Music School Hub Service including, but not limited to Web Services and Marketing Services, You agree to pay a 50% deposited of all quoted amounts. All balances are due 14 days after completion and the invoice has been issued and sent to You. For Consultation Services You agree to pay in full upfront, either per one-hour session (pay-as-you-go) or for an annual subscription with monthly on-hour sessions.
  • 10.12 Completion of Services is achieved after all individual items in the quote are completed by Music School Hub. Screen Shots with date & time of completed web services or marketing campaigns suffice as proof of completion. The quote will list any tasks and agreed deadlines. Deadlines are indicative and for progress management only. Music School Hub has the right to extend any deadlines within reason, but will guarantee completion within 365 days. If completion is not achieved within 365 days, The Music School is entitled a full refund.
  • 10.13 For Music School subscribers, Music School Hub offers personal Onboarding which will start within 30 days after purchase is completed (usually within 7 days after payment). During the Onboarding, You agree to prepare and provide all relevant information needed to complete the set-up of your Music School within Our platform. The completion of the set-up is dependent on Your ability to provide all relevant information. Music School Hub will provide the structure and a list of all necessary elements (such as but not limited to texts, pictures, logos, school details, staff details, student details) needed to complete the Onboarding process & the set-up. We do not take any responsibility in the delay of using our services that results from incomplete information during onboarding.
  • 10.14 Consultation sessions have a duration of 60 minutes and can be held in person or online, using Music School Hub's preferred means of communication, including but not limited to Google Meet, Microsoft Teams, Zoom, Webex or AlfaView.

11. Termination and Cancellation of Accounts

  • 11.1 Each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You, Agents and End-Users to use Our Services under this Agreement do not convey any additional rights in the Services or in any Intellectual Property Rights of and belong exclusively to Art Inspire Music, Limited trading as Music School Hub.
  • 11.2 Art Inspire Music, Limited trading as Music School Hub shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf. Art Inspire Music, Limited trading as Music School Hub also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf.
  • 11.3 You may only use Our Branding, Logos, Designs, Trademarks and Content in a manner permitted by Our Trademarks & Intellectual Property Guidelines, provided You do not attempt, now or in the future, to claim any rights in Our Branding, Logos, Designs, Trademarks and Content, degrade the distinctiveness of Our Branding, Logos, Designs, Trademarks and Content, or use Our Branding, Logos, Designs, Trademarks and Content to disparage or misrepresent Art Inspire Music, Limited trading as Music School Hub or any of Our Services. As a school or teacher, you agree that We can use Your trademarks, service marks, photographs, service or trade names, logos, tag lines, biographies, business descriptions, staff information and similar on Our Websites for the purposes of offering our Services to You, Your teachers and students and the purpose of advertising Your school, business or project as part of the Art Inspire Music, Limited trading as Music School Hub partner school network or within the featured pages in the "useful Links" category.. 

12. Representations, Warranties & Disclaimers

  • 12.1 Each Party represents and warrants to the other that
  • (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms;
  • (b) no authorisation or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and
  • (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
  • 12.2 Warranties. We warrant that during an applicable Subscription Term
  • (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and
  • (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this section, Your exclusive remedies are those described in Paragraph 3.3 herein.
  • 12.3 Disclaimers. Except as specifically set forth in paragraph 12.2, the sites and the services, including all server and network components, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software, and no information or advice obtained by you from us or through the services shall create any warranty not expressly stated in this agreement.

13. Indemnification

  • 13.1 Indemnification by Us. We will indemnify and defend You from and against any claim brought by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Us for such defence, provided that
  • (a) You promptly notify Art Inspire Music, Limited trading as Music School Hub of the threat or notice of such IP Claim;
  • (b) We will have the sole and exclusive control and authority to select defence attorneys, and defend and/or settle any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and
  • (c) You fully cooperate with Us in connection therewith. If use of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Us, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to Us for the corresponding unused portion of Your Subscription Term for such Service(s).
  • (d) We will have no liability or obligation under this Paragraph 13.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Us or Our Personnel; or (iii) the combination, operation or use of the Service(s) with other software where a Service would not by itself be infringing.
  • (e) The provisions of this Paragraph 13.1 state the sole, exclusive and entire liability of Art Inspire Music Ltd. to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You, Agents or End-Users. 
  • 13.2 Indemnification by You. You will indemnify, defend and hold harmless against any claim brought by a third party against Us
  • (a) arising from or related to use of a Service by You (not from or related to the Service itself), Agents or End-Users in breach of this Agreement; or
  • (b) alleging that Your use of the Service or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

14. Limitation Of Liability

  • 14.1 Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this agreement, or their affiliates, officers, directors, employees, agents, service providers, suppliers or licensors be liable to the other party or any affiliate for any lost profits, lost sales or business, lost data (where such data is lost in the course of transmission via Your systems or over the internet through no fault of Art Inspire Music, Limited trading as Music School Hub, business interruption, loss of goodwill, costs of cover or replacement, or for any other type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or for any other indirect loss or damages incurred by the other party or any affiliate in connection with this agreement, the services or professional services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
  • 14.2 Notwithstanding anything to the contrary in this agreement, Art Inspire Music, Limited trading as Music School Hub aggregate liability to You, any affiliate, or any third party arising out of this agreement, the services or professional services, shall in no event exceed the subscription charges and/or consulting fees paid by You during the twelve (12) months prior to the first event or occurrence giving rise to such liability. You acknowledge and agree that the essential purpose of this paragraph 14.2 is to allocate the risks under this agreement between the parties and limit potential liability given the subscription charges and consulting fees, which would have been substantially higher if we were to assume any further liability other than as set forth herein. We have relied on these limitations in determining whether to provide you with the rights to access and use the services and/or the professional services provided for in this agreement. The limitations set forth in paragraph 14.2 shall not apply to claims or damages resulting from Art Inspire Music, Limited trading as Music School Hub's ip claims indemnity obligations in paragraph 13.1 of this agreement.
  • 14.3 The limitation of liability provided for herein will apply in aggregate to any and all claims by subscriber and its affiliates, and shall not be cumulative.
  • 14.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to You. In these jurisdictions, Art Inspire Music, Limited trading as Music School Hub’s liability will be limited to the greatest extent permitted by law.
  • 14.5 Any claims or damages that You may have against Us shall only be enforceable against Us and not any other entity, nor any officers, directors, representatives or agents of Art Inspire Music, Limited trading as Music School Hub or any other entity.

15. Assignment, Entire Agreement & Amendment

  • 15.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written prior consent, which consent will not be unreasonably withheld. We may assign this Agreement to any member of Our company or in connection with any merger or change of control of Art Inspire Music, Limited trading as Music School Hub or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement. If requested by Us, You must execute Our form to give effect to Our assignment. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
  • 15.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and Us with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.
  • 15.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by Art Inspire Music, Limited trading as Music School Hub as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

16. Severability

  • If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

17. Relationship Of The Parties

  • The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

18. Notice

18.1 All notices provided by Us to You under this Agreement may be delivered in writing by (a) nationally recognised overnight delivery service (“Courier”) or mail (post) to the contact mailing address provided by You on any Order Form; or (b) electronic mail to the electronic mail address provided for Your Account owner.
18.2 All Legal Notices provided by You to Us under this Agreement MUST be delivered in English and in writing by Courier or mail (post) to Art Inspire Music, Limited trading as Music School Hub. All other notices provided by You to Us under this Agreement must be delivered in English and in writing by electronic mail. Please click here for our contact details.
18.3 All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

19. Governing Law & Survival

  • 19.1 Governing Law. This Agreement shall be governed by the laws of the Ireland, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Dublin, Ireland. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End-Users.
  • 19.2 Survival. Paragraphs 2.1, 3.5, 3.6, 4.4, 5,6, 7, 11 – 20 shall survive any termination of this Agreement with respect to use of the Services by You, Agents or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

20. Definitions

When used in this Agreement with the initial letters capitalised, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
  • “Account” means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.
  • “Additional Feature(s)” means additional features or functionality that are available or enabled through the Service, but do not form part of the Service. Additional Features also include third party services that are purchased and/or subscribed to via an Order Form and that are identified as being resold by Us and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.
  • “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
  • “Agent” means an individual (including those of Your Affiliates) authorised to use the Service(s) through Your Account as an agent and/or administrator, each as identified through an individual Agent Login.
  • “Agent Contact Information” means Personal Data about Your Agents, such as their name and email address, that We store separate from the Services in order to, among other things, communicate with Your Agents and provide customer support. Agent Contact Information is not considered Service Data.
  • “Agent Login” means a unique username and associated password provisioned to an identifiable individual to permit them to access the Services.
  • “Agreement” means the Subscription Agreement together with any and all Supplemental Terms, Order Forms and other documents along with Our Website Terms Of Use, Our Privacy & Cookie Policy, Our Imprint, Our Service Data Protection and Our Trademarks & Intellectual Property Policy.
  • “API” means the application programming interfaces developed, made available and enabled by Us that permit Subscribers to access certain functionality provided by Our Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
  • “Applicable Data Protection Law” means the following data protection law(s): (a) the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)” and any applicable national laws made under it.
  • “Associated Services” means products, services, features and functionality designed to be used in conjunction with Our Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service. Where You have purchased, deployed, or subscribed to an Associated Service, such Associated Service is referred to as a “Deployed Associated Service.”
  • “Confidential Business Information” means all Confidential Information that is not Service Data, including, without limitation, Your Agents’ Personal Data and Account information, which We may store in Our systems separate from Our Service and in accordance with Our security policies and procedures.
  • “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Service Data, Personal Data and Confidential Business Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
  • “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Us to You on Our website; provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
  • “End-User” means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its other End-Users interact while using a Service.
  • “Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike, or other labor problem (other than one involving Our employees), Internet service provider failure or delay; Services, or acts undertaken by third parties, including without limitation, denial of service attack.
  • “Intellectual Property Rights” means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
  • “Legal Notice” means any notice provided by Subscriber to Us under Paragraphs 3.3 and 13.1 of this Agreement.
  • “Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
  • “Third-Party Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Third-Party Services which may be integrated directly into Your Account by You or at Your direction.
  • “Order Form” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to or payment of a Service, which may detail, among other things, the number of Agents authorised to use a Service under Your subscription and the Service Plan applicable to Your subscription.
  • "Party" or "Parties" means You as the subscriber, product or service purchaser and/or Us: Art Inspire Music, Limited trading as Music School Hub
  • “Payment Agent” means Art Inspire Music Limited, Music School Hub or a payment agent designated by Us. For example, if You choose to pay for a Service with a credit card or certain other payment instruments in a currency other than the EUR, We may designate the Payment Agent to be a different company in a different country.
  • “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.
  • “Personnel” means employees and/or non-employee service providers and contractors of Art Inspire Music Ltd. engaged by Us in connection with performance hereunder.
  • “Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.
  • “Processing/to Process/Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
  • “Professional Services” means consulting and professional services (including any training, success and implementation services) provided by Our Personnel as indicated on an Order Form. Professional Services may also be referred to as Consulting Services.
  • “Service(s)” means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and whether One-Time Payment, Subscription or Membership Service, and made available online by Us, via the applicable subscriber or membership login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Services that are provided under this Agreement. “Services” exclude
  • (a) Third-Party Services as that term is defined in this Agreement; and
  • (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan.
  • From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
  • “Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service.
  • “Service Data Breach” means an unauthorised access or improper disclosure that has been verified to have affected Your Service Data.
  • “Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.
  • “Site” means a website operated by Us, including www.musicschoolhub.com, as well as all other websites that We operate (but shall not include the Services).
  • “Software” means software provided by Us (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.
  • “Subscription Charges” means all charges associated with Your access to and use of an Account.
  • “Subscription Term” means the period during which You have agreed to subscribe to a Service.
  • “Supplemental Terms” means the additional terms and conditions that are (a) included or incorporated on an Order Form via hyperlink or other reference (e.g., when a Deployed Associated Service is purchased); (b) applicable to Professional Services when purchased by You; (c) applicable to Additional Features when activated by You; and (d) Our Service-Specific Terms.
  • “Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
  • “Usage Charges” means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.
  • “We,” “Us” or “Our” means Art Inspire Music, Limited trading as Music School Hub.
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