These Terms and Conditions (hereinafter defined) shall constitute an agreement between you (“You”, “User”) and Make Music Count, Inc. (“Company”). The Make Music Count software application (the "Application") is comprised of various web pages operated by Make Music Count, Inc. and its software application. Make Music Count is offered to you conditioned on your acceptance of the terms, conditions and notices contained herein (“Terms”) as may be modified, or amended from time to time. The Privacy Policy and the Terms together shall constitute the Applications terms of use (“Terms and Conditions”). Your use of the Application constitutes your agreement to all such Terms and Conditions. IF YOU ARE UNDER 18 YEARS OF AGE (OR OTHER AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE), PLEASE BE SURE TO READ THIS AGREEMENT WITH YOUR PARENTS OR GUARDIAN, OR INSTRUCTOR IF APPROPRIATE, AND OBTAIN THEIR CONSENT TO THESE TERMS PRIOR TO YOUR USE OF A MAKE MUSIC COUNT SITE OR APPLICATION.YOUR REGISTRATION ON, OR USE OF, THE APPLICATION INDICATES THAT YOU ACCEPT THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, PLEASE DO NOT USE OR REGISTER FOR USE OF THE MAKE MUSIC COUNT APPLICATION. These terms and conditions apply to all users of the Application and associated services.
Background
Make Music Count is a software application that provides interactive educational tools and resources for students and learn and develop their proficiency in core subjects. Make Music Count and its services are more particularly described on the Make Music Count website located at www.makemusiccount.com (the “Website”).
Privacy
Your use of the application is subject to Make Music Count, Inc.'s Privacy Policy. The Privacy Policy governs the Application and informs users of our data collection practices.
Electronic Communications
Visiting the Website or sending emails to Make Music Count, Inc. constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Application, satisfy any legal requirement that such communications be in writing.
Your Account
You shall be responsible for maintaining the confidentiality of sensitive account information, such as login credentials, payment information, and restricting access to your computer or electronic device. You agree to accept responsibility for all activities that occur under your account or password. Your right to access and utilize the Application may not be assigned or otherwise transferred to any other person or entity. You acknowledge that Make Music Count, Inc. is not responsible for third party access to your account that results from theft or misappropriation of your account or account credentials. Make Music Count, Inc. and its successors, assigns and designees reserve the right to refuse or cancel service, terminate accounts, or remove or edit content for any reason and in our sole discretion.
Children Under Thirteen
Make Music Count, Inc. may share personally identifiable information from children under the age of thirteen (13) from education records that are subject to the Family Educational Rights and Privacy Act (“FERPA”), as may be amended and to comply with the Children’s Online Privacy Protection Act and related regulations (“COPPA”), as explained in more detail in the Privacy Policy.
If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website. If you are a parent and you have questions regarding our data collection practices, please contact us using the information provided at the end of this Agreement.
Cancellation/Refund Policy
You may terminate this Agreement in writing by providing at least thirty (30) days notice via email to info@makemusiccount.com. The cancellation shall become effective on the thirtieth (30th) day after receipt of the notice.
Unlawful or Prohibited Use
You are granted a non-exclusive, non-transferable, revocable license to access and use the Application strictly in accordance with these Terms and Conditions. As a condition of your use of the Application, you represent and warrant to Make Music Count, Inc. that you will not use the Application for any purpose that is unlawful or prohibited by these Terms and Conditions.
You shall not (a) copy the Make Music Count Application or any part, feature, function or user interface thereof (b) use the Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights (c) attempt to gain unauthorized access to the Make Music Count Application or its related systems or networks; and (d) reverse engineer the Make Music Count Application (to the extent such restriction is permitted by law). You shall not use the Application in any manner which could damage, disable, overburden, or impair the Application or interfere with any other party's use and enjoyment of the Application. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Application.
Ownership
All right, title, and interest in and to the Make Music Count Application and all underlying ideas, concepts, procedures, processes, principles, know-how, methods of operation, images, source code, and specifications related thereto, together with any updates, enhancements, modifications, improvements or derivatives works thereto, in each case including all copyrights, trade names, trademarks and other intellectual property rights therein (collectively, the “Make Music Count IP”), is, and shall remain the sole and exclusive property of Make Music Count, Inc. Certain Make Music Count IP is protected by United States copyright laws (and other laws relating to intellectual property). The Application is licensed, not sold, to Users hereunder and, except for the express limited license rights granted to you in accordance with the terms of this Agreement, no right, title or interest in or to the Make Music Count IP is granted or otherwise transferred by Company in connection with this Agreement. Company shall have, and you hereby grant to Company, a royalty-free, perpetual, worldwide, non-exclusive, irrevocable right to use or incorporate into the Application and/or any specifications, without restriction or obligation, any suggestions, enhancements, recommendations or other feedback provided by you with respect to the Application.
All content included as part of the service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Application, shall constitute the property of Make Music Count, Inc. or its suppliers and is protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Application. Make Music Count, Inc. content is not for resale. Your use of the Application does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Make Music Count, Inc. and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Make Music Count, Inc. or our licensors except as expressly authorized by these Terms. For the avoidance of doubt, any musical sound recordings and the underlying compositions embodied thereon (“Musical Content”) shall not constitute Make Music Count, Inc. IP. Company acknowledges that the Musical Content contained in the application shall be owned and controlled by the applicable owner(s) and/or publisher(s) of any such sound recording and/or composition.
International Users
The Service is controlled, operated and administered by Make Music Count, Inc. from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all applicable local laws and regulations. You agree that you will not use the Make Music Count, Inc. content accessed through the Application in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless Make Music Count, Inc., its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Application or services, any user postings made by you, your violation of any representations and/or warranties made herein, or any violation of the terms of this Agreement, or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Make Music Count, Inc. reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Make Music Count, Inc. in asserting any available defenses. In the event of a claim of copyright or intellectual property infringement, your indemnity obligation shall be immediate.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by Company, in the state of Georgia. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Make Music Count, Inc. agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MAKE MUSIC COUNT, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
MAKE MUSIC COUNT, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MAKE MUSIC COUNT, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAKE MUSIC COUNT, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MAKE MUSIC COUNT, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination/Access Restriction
Make Music Count, Inc. reserves the right, in its sole discretion, to terminate your access to the Application and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Georgia. Use of the Application is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Make Music Count, Inc. as a result of this agreement or use of the Application. Make Music Count, Inc.'s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Make Music Count, Inc.'s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Application or information provided to or gathered by Make Music Count, Inc. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Make Music Count, Inc. with respect to the Application and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Make Music Count, Inc. with respect to the Application. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Make Music Count, Inc. reserves the right, in its sole discretion, to change the Terms and Conditions under which the Application is offered. The most current version of the Terms and Conditions will supersede all previous versions. Make Music Count, Inc. encourages you to periodically review the Terms to stay informed of our updates.
Notices
Notices to Make Music Count, Inc. shall be sent in writing to:
Make Music Count
PO Box 42068
Atlanta GA 30311
A courtesy copy of all notices shall be sent via email to:
Effective as of January 01, 2025