Consortio Terms and Conditions
Last Modified: October 29, 2018
Table of Contents:
- Acceptance of these Terms and Conditions
- Changes to these Terms and Conditions
- Overview of Consortio
- How Projects Work
b. Agreements between Composers and Project Members
c. Funding Projects
d. Consortio’s Role
e. Consortio’s Fees
- Accessing the Services and Account Security
- Intellectual Property Rights
a. Consortio’s Intellectual Property Rights
c. Your Intellectual Property Rights
- User Content
- Prohibited Uses
- Changes to the Services
- Information about You and Your use of the Services
- Other Terms and Conditions
- Linking to the Services and Social Medial Features
- Links from the Services
- Geographical Limitations
- Disclaimer of Warranties
- Limitation of Liability
- Governing Law and Jurisdiction
- Limitation on Time to File Claims
- Contact, Comments and Concerns
These terms and conditions (these “Terms”), are entered into by and between you (“you,” “user,” “composer,” “ensemble” or “project Member,” as applicable) and Consortio, Inc. (“Consortio,” “we” or “us”). These Terms, together with any documents expressly incorporated herein by reference, govern your access to and use of this website (the “Website”), including, without limitation, any content, functionality and services offered on or through this Website (together with the Website, the “Services”), whether as a guest or a registered user.
The Services are offered and available to users who are eighteen (18) years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Consortio and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, then you must not access or use this Website or any of the Services.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes, as they are legally binding on you.
Consortio provides a marketplace and funding platform for musical composition projects among composers and ensembles. Here are the basic components of the platform:
- Composers – A composer is a user that facilitates the project process from ideation to completion, including writing the final musical composition, in exchange for a project fee upon successful completion of such project.
- Composer Profiles – Composers have the ability to create custom profiles through the Services which may include, among other things, biographical information, sound clips, previews of such composers’ past work and testimonials.
- Projects – A project is a commissioned score that is created by a composer and funded by the project members. Composers create custom project profiles through the Services to offer to users the ability to join and support projects. Project profiles may include, among other things, information specific to such project, including the expected release date, difficulty, voicing, duration, ensemble member list, calendar/event system and other terms and conditions related to such project.
- Project Members – Project members are ensembles that join and support a project and agree to pay the applicable project fee once such project has reached its project member goal. Once the project is complete, project members receive certain rights to perform the musical composition in accordance with these Terms.
Each project will follow the following process and timeline:
- Project Creation - The composer creates and provides information for a project through a project profile.
- Project Promotion - Once the composer makes their project public, it then will show up in the Consortio marketplace. The composer may invite ensembles to join the project as project members. Once an ensemble joins a project as a project member, they then may invite other ensembles to join the project as project members.
- Funded Project - Once the project reaches its project member goal as set forth in the project profile, it is considered funded. Project members then will be charged by Consortio the agreed-upon buy-in fee for the project (per their chosen payment method) either once the project member goal is reached or immediately after joining a project if such project has already reached its project member goal. All fees are held by Consortio until completion of the project.
- Project Execution – The composer will compose the score in accordance with the project parameters and delivery schedule set forth in the project profile. The composer will communicate frequently with the project members regarding the status of the score.
- Project Completion - The composer will upload to the Services the final score in a legible, engraved, non-handwritten PDF format on or before the delivery deadline set forth in the project profile.
- Composer Payment - Once the project is complete and the score is final, Consortio then will pay to the Composer the applicable project fees, less Consortio’s fees (as discussed below) and any other applicable charges or offsets authorized herein.
- Project Performances - Following the completion of the project, all project members will receive the Premier Rights (as defined below).
When a composer posts and offers a project through the Services, they are inviting ensembles to fund and support such project, and to form a contract with them with respect to such project. Ensembles who join a project as project members are accepting a composer’s offer and forming a contract with respect to such project, certain terms and conditions of which are set forth in the project profile. Consortio is not a party to such contract, as such contract is a direct legal agreement among the composer and the project members, although Consortio reserves the right, in its sole discretion, to enforce the terms of such contract. If you are a composer or project member in connection with a project, then you acknowledge and agree that you are entering into a contract with the other parties to such project.
Each contract between composers and project members with respect to a project shall include the following terms and conditions:
- When a project is fully backed by the number of respective project members set forth in such project, the composer must use its best efforts to complete the project and deliver the score in accordance with the project specifications and timeline.
- Composers must hold or obtain from applicable third parties all rights required for their respective projects, profiles and use of the Services, including, without limitation, the following: (i) rights to set their texts to music; (ii) performance rights for the project members, as contemplated in the project; and (iii) if a Composer will offer to project members the right to record a composition, then applicable recording rights for such composition.
- The composer will upload to the Services the score in a legible, engraved, non-handwritten PDF format on or before the delivery deadline set forth in the project profile. Project members then will have 72 hours from the time that the composer uploads the score to the Services to review the score and request that reasonable changes be made if such score does not materially meet the applicable project parameters. If the score does not materially meet the applicable project parameters, and the project member(s) request changes within the 72-hour review window, then the composer will have fifteen (15) days to correct the score, such that it meets such project parameters. Unless otherwise mutually agreed among Consortio, the composer and the project member(s), the composer shall only have one opportunity to deliver a corrected score in accordance with the foregoing process. If project members do not submit requested changes during such 72-hour review window, then the score will be considered final. In the event of a dispute between or among the composer and project members with respect to a score’s compliance with the applicable project parameters, Consortio reserves the right, in its sole discretion, to evaluate the score and determine whether such score complies with such project parameters. Consortio’s decision with respect to a score shall be binding on the composer and project members.
- If the composer is unable to satisfy its obligations to complete the project and deliver the score in accordance with the project specifications and the project timeline, or if Consortio terminates the project at any time prior to completion pursuant to these Terms, in each case as determined by Consortio in its sole and absolute discretion, then (a) Consortio will, within thirty (30) business days of Consortio’s determination thereof, refund to the project members the applicable project fees paid by such project members and (b) the composer shall not receive, and shall have no right to receive, any compensation or project fees related to such project. Any refund payments to be made by Consortio to project members may be paid by check, electronic transfer or other payment method, as determined by Consortio from time to time. Upon a project member’s receipt of a refund in the amount of the project fees paid by such project member with respect to a project, (i) any and all obligations of the composer and any other person, including, without limitation, Consortio, as applicable, to such project member with respect to such project shall be considered satisfied in full, (ii) such project member’s rights under these Terms or any other agreements between or among such project member, the composer and/or Consortio, as applicable, with respect to such project, shall immediately terminate and such agreements shall have no further force and effect, (iii) such project member understands, acknowledges and agrees that such project member’s receipt of such refund is such project member’s sole and exclusive remedy under these Terms and any other agreements between or among such project member, the composer and/or Consortio, as applicable, with respect to such project, and (iv) to the extent allowed by applicable law, such member hereby waives and forever releases and discharges each of the composer and Consortio from any and all liabilities, damages, losses, claims, costs and expenses arising out of or related to these Terms, such other agreements and such project.
- Once a project is completed, the composer grants to each project member a limited, non-sublicensable, non-transferrable, exclusive (except as to the other project members) license to, during the nine (9) months following the project completion date or such other period expressly set forth in the project profile, as applicable, premiere and perform the score as set forth in the project profile (the “Premier Rights”).
- Except for the Premier Rights granted to project members, the composer expressly reserves all other rights, title and interest in and to the score.
- EXCEPT FOR THE PREMIERE RIGHTS EXPRESSLY AUTHORIZED HEREUNDER, CONSORTIO DOES NOT OFFER ADDITIONAL PERFORMANCE OR RECORDING PERMISSIONS OR OTHER RIGHTS FOR ANY PROJECT, SCORE OR COMPOSITION. SUCH ADDITIONAL RIGHTS MUST BE AGREED UPON OUTSIDE OF THESE TERMS BY ALL APPLICABLE PARTIES, INCLUDING THE COMPOSER, THE PROJECT MEMBER(S) AND OTHER PARTIES GRANTING PERMISSIONS FOR TEXTS, AS APPLICABLE. WHETHER SUCH AGREEMENTS ARE CREATED WITHIN OR OUTSIDE OF THE CONSORTIO PLATFORM, CONSORTIO SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, AWARDS OR OTHER LIABILITIES OF ANY KIND RELATED TO OR RESULTING FROM SUCH AGREEMENTS, INCLUDING AS A RESULT OF A PARTY’S BREACH OF SUCH AGREEMENTS.
- A project profile may include additional terms and conditions applicable to such project. In the event that such additional terms and conditions conflict with these Terms, these Terms shall govern and control.
For Project Members:
- You will be required to provide your payment information when you join a project. You only will be charged the applicable project fee, plus any applicable Consortio service fee, once the project reaches its project member goal. If the project does not reach its project member goal, then you will not be charged, no funds will be collected and no money will change hands for such project.
- Consortio and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the applicable project fee plus any applicable Consortio service fee.
- You may withdraw from a project at any time before the project meets its project member goal. Once the project has reached its project member goal, you may only withdraw from the project if: (i) the composer fails to deliver the final score within forty-eight (48) hours following the applicable delivery date; (ii) the composer materially changes the instrumentation, voicing and/or duration of the score; or (iii) Consortio decides, in its sole and absolute discretion, that the final score does not comply with the project specifications. The delivery date under the project may be amended from time to time only upon the mutual agreement of the composer and the project members. The obligation and responsibility for finishing a project lies entirely with the composer, and not with Consortio. Except as expressly set forth herein, Consortio does not hold funds on behalf of composers, cannot guarantee the composer’s work and does not offer any refunds.
- In the event that you will pay to Consortio the applicable project fees via check, you acknowledge and agree that (i) your check must be postmarked and dated at least ten (10) days prior to the payment delivery deadline, (ii) if your check is not received by Consortio on or prior to the payment delivery deadline, then Consortio may, in its sole and absolute discretion, terminate your ability to join such project.
- You will only receive payment of the applicable project fees, less Consortio’s service fees, if a project is successfully completed, as determined by Consortio in its sole and absolute discretion. In order to receive payment of the applicable project fees, you must submit to Consortio a complete and accurate Form W-9. Consortio will pay to you via check or other method of payment as determined by Consortio from time to time the applicable project fees, less Consortio’s service fees, within fourteen (14) business days of completion of the applicable project and Consortio’s receipt of such Form W-9.
- Consortio and its payment partners will subtract Consortio’s service fees before transmitting to you any project fees for the applicable project.
- Some payments may not be collected, for example, when a project member’s credit card expires and they do not provide updated payment information. Consortio cannot guarantee that the amount of project fees that you receive will equal to the full amount of project fees contemplated for the project, minus Consortio’s service fees.
Consortio provides a marketplace and funding platform, including the Services, for musical composition projects among composers and ensembles. As such, in addition to other services offered by or through the Services from time to time, Consortio provides:
- Payment Services - Consortio facilitates payment to the composer following the completion of a score pursuant to the applicable project.
- Billing Services - Consortio offers a billing system which automatically charges each project member the applicable project fee once a project’s member goal is reached.
Consortio does not provide:
- Compositional Support - Consortio offers tools and Services that make the process of commissioning easier for all parties. These tools and Services do not include help with writing the commissions themselves.
- Mediation or Arbitration - Consortio will not resolve disagreements between or among composers and project members with regard to musical aesthetic choices, musical specifications not set forth in the applicable project profile or project fees.
- Consortio’s role is as a service provider only, and Consortio does not offer or sell to users commissioned work or goods.
In addition to other fees expressly set forth in the Services, Consortio charges the following service fees:
- 7% of the project fee paid by a project member, charged at the time that Consortio processes payment of such project fee by such project member; and
- 7% of the aggregate project fees paid by all project members to a project, deducted before such project fees are paid to the applicable composer following completion of such project.
If our service fees ever change, then we will announce such changes through the Services, and such changes shall apply to all projects initiated following the effective date of such changes. You understand, acknowledge and agree that we may offer to users on a case by case basis different service fee structures, arrangements or requirements for the Services, in our sole and absolute discretion.
We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services to users, including registered users.
You are responsible for: (i) Making all arrangements necessary for you to have access to the Services; and (ii) ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, then you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Without limiting the foregoing, you understand, acknowledge and agree that we may terminate your involvement in any project, whether as a composer or project member, as applicable, at any time and in our sole discretion in the event that you, in our opinion, have violated any provision of these Terms.
You can terminate your account at any time through your account settings. We may retain certain information as required by law or as necessary for our legitimate business purposes. These Terms survive the termination of an account, including our rights regarding any content that you have submitted through the Services. (For instance, if you’ve launched a project, deleting your account will not automatically remove the project from the marketplace.) You can contact us at firstname.lastname@example.org for additional information or to request project page deletion (this is not available in all circumstances).
Except as expressly provided herein, the Services, including, without limitation, the Website and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Consortio, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Services, except as follows: (i) your computer may temporarily store copies of materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your Web browser for display enhancement purposes; (iii) you may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication or distribution; (iv) If we provide desktop, mobile or other applications for download, then you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided that you agree to be bound by our end user license agreement for such applications; and (v) if we provide social media features with certain content, then you may take such actions as are enabled by such features. You must not: (i) Modify copies of any materials from the Services; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site; (iv) except as expressly allowed herein, access or use for any commercial purposes any part of the Services.
If you wish to make any use of the Services other than that set out in this section, please address your request to: email@example.com.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, then your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the Services that you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Consortio. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
Consortio’s name, logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of Consortio or its affiliates or licensors. You must not use such marks without the prior written permission of Consortio. All other names, logos, product and service names, designs and slogans in the Services are the trademarks of their respective owners.
You retain ownership of your User Content (as defined below) that you submit to the Services. You agree that:
- We can use the User Content that you’ve submitted. You grant to us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize and exploit the copyright, publicity, trademark and database rights with respect to your User Content, in connection with our provision and performance of the Services.
- When we use the User Content, you agree that we can make changes, like editing or translating it. You also grant to us the right to edit, modify, reformat, excerpt, delete or translate any of your User Content.
- Any royalties or licensing on your User Content are your responsibility. You agree to pay all royalties and other amounts owed to any person or entity based on your User Content, or on Consortio’s hosting of such User Content.
- You represent and warrant that, if we use your User Content, then we are not violating anyone’s rights or copyrights. If Consortio or its users exploit or make use of your submission in the ways contemplated in these Terms, then you represent and warrant that such use will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin board, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Services. All User Content must comply with the Content Standards set out in these Terms.
Any User Content that you post to the Services will be considered non-confidential and non-proprietary. By providing any User Content on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for purposes of providing the Services.
You represent and warrant that: (i) you own or control all rights in and to the User Content and have the right to grant the license granted herein; (ii) all of your User Content do and will comply with these Terms; (iii) you understand, acknowledge and agree that you are responsible for any User Content you submit or contribute, and you, not Consortio, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness; and (iv) we are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Services.
A. Monitoring and Enforcement; Termination
We have the right to: (ii) remove or refuse to post any User Content for any or no reason in our sole discretion; (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Consortio; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; (v)
terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CONSORTIO AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
B. Content Standards
These content standards apply to any and all User Content and use of Interactive Services. User Content must in their entirety comply with all applicable federal, state, local and international laws and regulations.
C. Copyright Infringement
If you believe that any User Content violates your copyright, then please see our Copyright Policy for instructions on sending to us a notice of copyright infringement. It is the policy of Consortio to terminate the user accounts of repeat infringers.
D. Reliance on Information Posted
The information presented on or through Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Consortio, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Consortio. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services: (i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (iii) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms; (iv) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (v) to impersonate or attempt to impersonate Consortio, a Consortio employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); (vi) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Consortio or users of the Services or expose them to liability.
Additionally, you agree not to: (a) use the Services in any manner that could disable, overburden, damage, or impair the Services or the Website or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services; (b) use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; (c) use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent; (d) use any device, software or routine that interferes with the proper working of the Services; (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services; (g) attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Services.
We may update, modify or change the Services from time to time in our sole discretion. Any of the Service materials may be out of date at any given time, and we are under no obligation to update such materials.
Additional terms and conditions may apply to specific portions, services or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
The Services may provide certain social media features that enable you to: (a) link from your own or certain third-party websites to certain Service content; (b) send e-mails or other communications with certain content, or links to certain content, on or through the Services; and (c) cause limited portions of Service content to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (iii) link to any part of the Services other than the homepage, or such other pages as expressly allowed by Consortio from time to time through the Services; or (iv) otherwise take any action with respect to the Service materials that is inconsistent with any other provision of these Terms. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Consortio provides the Services for use only by persons located in the United States. We make no claims that the Services or any of the Service content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, then you do so on your own initiative and are responsible for compliance with local laws.
You understand, acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading from the internet or through the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR OTHERWISE, WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR OTHERWISE: (i) YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK; (ii) THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; (iii) NEITHER CONSORTIO NOR ANY PERSON ASSOCIATED WITH CONSORTIO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES; AND (iv) WITHOUT LIMITING THE FOREGOING, NEITHER CONSORTIO NOR ANYONE ASSOCIATED WITH CONSORTIO REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
CONSORTIO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR OTHERWISE, IN NO EVENT SHALL CONSORTIO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CONSORTIO’S AGGREGATE LIABILITY UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO THE SERVICES, SHALL BE LIMITED TO $1.00. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Consortio, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the content, services and products obtained through the Services other than as expressly authorized in these Terms or your use of any information obtained from the Services.
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota, in each case located in the City of West St. Paul and Dakota County, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Consortio’s sole discretion, we may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance or termination of these Terms, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Minnesota law.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
a. Waiver and Severability. No waiver by Consortio of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Consortio to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
The Services are operated by Consortio, Inc. located at 254 Butler Ave East, West St. Paul, MN 55118-1505.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.
All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: firstname.lastname@example.org.