Terms of Service
Flameleaf Vocal Academy – Terms of Service and End User License Agreement
Effective 30 October 2021.
This Terms of Service and End User License Agreement (the “Agreement”) is entered into between Flameleaf Creative, LLC d/b/a Flameleaf Vocal Academy (“us”, “we”, “our”, or “Flameleaf”) and you (“you” or “User”). By creating an Account and using the Flameleaf Vocal Academy website, webpages, and all content (the “Site”) you agree to be bound by this Agreement and all applicable local, state, and US federal laws. All content on the Site is protected by applicable Intellectual Property laws, including copyright, trademark, and trade secret.
BY SIGNING UP FOR FLAMELEAF’S SERVICE OFFERING AND USING THE SITE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT IN THE STATE OF TEXAS; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
1. Who We Are – Flameleaf Vocal Academy is a Texas limited liability company.
2. What We Do – Flameleaf Vocal Academy’s Service Offering” provides video instruction, audio exercises, and personalized consultation options to beginning and advancing singers, producers, songwriters, teachers, musicians, and anyone who loves to sing, play an instrument, and perform! We are committed to helping you understand your voice and become a better singer. We provide guidance and instruction through remote self-learning video principles and therefore have some inherent limitations in our ability to mentor your performance and progress. There are situations where a personal voice coach would provide a better solution to a singer’s specific needs. Flameleaf Vocal Academy is not intended to be a replacement for the guidance of a vocal coach. However, we do offer additional services for purchase to singers who wish to pursue their skills further.
3. Acceptance of Service Offering and License – Subject to the terms of this Agreement, Flameleaf grants you a non-exclusive, non-transferable, limited license, to use the Service Offerings and content available on the Site. Reproducing, copying, distributing, or sharing Service Offerings and any documents or resources available on the Site is strictly prohibited.
5. Account Security – You are responsible for keeping the username and password that you use to access the Site secure and confidential. You may not share or transfer your username and password to any other person or entity. You recognize and agree that your username and password are personal to you and you are responsible for all activity that occurs under your username and password.
6. What you can do with our Service Offering – You may use the Flameleaf Service Offerings and content available on the Site to help you develop your vocal and performance skills.
7. What You Cannot Do with Our Service Offering
a. You represent and warrant that you will only use the Service Offerings and the content available on the Site for your own personal use and not share the material or content with any other person or entity. Sharing Service Offerings or Site content is a violation of Flameleaf’s Trade Secrets and Intellectual Property Rights, and your use of the Service Offerings and Site will be terminated immediately and Flameleaf reserves the right to take any legal action available to it under applicable State and Federal laws.
b. Downloading Contents is strictly prohibited unless specifically stated in writing on the Site.
c. You represent and warrant that your use of the Services will not allow any viruses, Trojan horses, back doors, worms, time bombs, software locks, spyware, or any other malicious software that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming any computer, network, data, device, or any other electronically stored information to (i) disrupt, disable, harm, or otherwise impede others’ use of the Service Offering; or to (ii) damage or destroy any data, file, or electronically stored information.
d. You represent and warrant that you will not market or resell the Flameleaf Service Offerings to third parties.
e. You represent and warrant that you will not collect, gather, or harvest data of Flameleaf Users without their consent.
f. You represent and warrant that you will not transmit any material that may infringe the intellectual or privacy rights of third parties.
8. Intellectual Property Rights
a. Trademark – Flameleaf retains all proprietary rights, title, and interest in the Flameleaf Service Offerings, content available on our Site, our logo, name, and other marks (the “Flameleaf Marks”) and all related intellectual property, whether registered or not, anywhere in the world, including, without limitation, all modifications, changes, enhancements, and derivative works. You agree that you will not use, register, or make derivative works of any business name, domain name, trademark, servicemark, logo, slogan, or social media account name or handle which is based on, or in any way incorporates, in whole or in part, the Flameleaf Marks.
b. Copyright – All material available on the Site and included in the content and Service Offering is subject to United States Copyright Law. Flameleaf retains all proprietary rights, title, and interest in the Flameleaf Service Offerings and content available on the Site, whether the copyright has been registered or not, and whether the content is marked with “Copyright” or “©” or not.
c. Trade Secret – You acknowledge and agree that all Flameleaf Service Offerings, Site content, methodologies, techniques, processes, and other information which would be considered a Trade Secret under the Defend Trade Secrets Act of 2016 and the Texas Uniform Trade Secrets Act, which may or may not be related directly or indirectly to Flameleaf’s Service Offerings or content on the Site and all proprietary rights therein of Flameleaf are valuable assets of Flameleaf and are considered to be “Confidential Information.” Except for information which is a matter of public record, you shall not disclose any Confidential Information or Flameleaf trade secrets to any person or use any Confidential Information or Flameleaf trade secrets for the benefit of any other person, except with the prior written consent of Flameleaf.
d. Customer Intellectual Property Rights – if you believe that the Flameleaf Services Offerings or Site content have been used in a way that constitutes copyright infringement, please notify us at firstname.lastname@example.org with the subject line “DMCA” and a description of the infringing material in the body of the email. We will review the notification and comply with the procedures outlined in the Digital Millennium Copyright Act of 1998 (“DMCA”) to review and respond to such notifications.
9. Feedback – You may provide Feedback to Flameleaf at any time by emailing email@example.com with the subject line “Feedback.” “Feedback” includes, but is not limited to, identifying potential errors, improvements, modifications, bug fixes, and enhancements. Any and all Feedback given by you and received by Flameleaf from you is owned by Flameleaf. You assign the full ownership in Feedback to Flameleaf. In the event that Feedback cannot be assigned, you grant Flameleaf, at no charge, an exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify, make derivate work from, and otherwise exploit the Feedback without restriction.
10. Recording and Redistribution – Recording lessons is strictly prohibited. You may not record video lessons or use any course materials publicly (including but not limited to video, audio tracks, exercises, downloadable documents, etc.) unless written permission has been granted by Flameleaf.
11. User Created Content – If you post Content or submit material, unless such Content or material submittal is subject to separate terms and conditions, Flameleaf Vocal Academy shall own such Content and material and you hereby assign any rights in such Content and material to Flameleaf Vocal Academy. In the event ownership in the Content or material cannot be granted to Flameleaf Vocal Academy, you grant Flameleaf Vocal Academy and its affiliates a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right, and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from, and otherwise exploit all such Content and material as if it were the full owner thereof. Furthermore, you grant Flameleaf Vocal Academy, its affiliates, and sublicensees the right to use your name and/or Login name in connection with the Content. You represent and warrant that all Content and materials you provide shall be your original work product and will not be based on, or derived from, the proprietary information or items of a third party. Furthermore, you represent and warrant that your use of the Service in connection with any Content or third-party content complies with all laws including, but not limited to, United States copyright law. You will defend, indemnify, and hold Flameleaf Vocal Academy and its affiliates harmless from and against any claims resulting from any Content or materials you provide hereunder or your use of the Service.
12. Payment –
The Flameleaf Service Offering is both a subscription service and a pay per use.
1. Subscription payment options will include (i) monthly, auto-payment at the beginning of each month; or (ii) one-time payment in advance for an indicated discount, no refund for early cancellation. For monthly auto-payment Users, the subscription will automatically renew on the first (1st) day of each month and you hereby authorize Flameleaf to charge your credit card, if applicable. You will receive access to the Service Offerings as long as you are current in your payments.
2. Pay per use will require adding selected Service Offerings to your cart and checking out.
b. If your payment cannot be processed, your Account will be suspended until payment is made. Accounts suspended for more than thirty (30) days due to non-payment will be cancelled. We are not responsible for any damages, liabilities, losses incurred, or any other consequences that you may suffer as a result of a suspended or cancelled Account.
c. The subscription fees are exclusive of applicable local, state, federal, and other taxes.
d. We reserve the right to change the subscription fees by giving you at least thirty (30) days’ notice of such change. Upon such notice, you may decide to continue to receive the Flameleaf Service Offerings at the new rate or notify us that you wish to cancel your access to the Flameleaf Service Offerings. We will not increase prices more than one (1) time in a twelve (12) month period.
13. User Cancellation – There is no additional charge for cancelling your subscription to the Flameleaf Service Offering, however, all payments are non-refundable, and no refunds or credits will be issued for partial periods of Service. Cancelling your subscription is done through your Account. You will no longer receive the Services provided by the subscription as of your cancellation effective date, which is the last day of your current subscription period.
14. Flameleaf Cancellation
a. We reserve the right to cancel your Flameleaf Account if you violate or breach this Agreement.
b. We reserve the right to cancel your Flameleaf Account if you fail to make a payment on a suspended Account for more than thirty (30) days.
c. We reserve the right to cancel your Flameleaf Account if we discover that you are under the age of 16.
d. We reserve the right to cancel your Flameleaf Account if we discover that you are using the Flameleaf Service(s) for any non-permitted uses.
e. We reserve the right to cancel your Flameleaf Account if we discover that your use of the Flameleaf Service violates any applicable laws or violates our Intellectual Property rights.
15. Medical disclaimer – Any information or guidance we provide is not intended to be a substitute for the consultation, diagnosis, and/or medical treatment of your doctor or other healthcare provider. We disclaim all responsibility, and shall have no liability, for any loss, injury suffered by you or any third party as a result of your use or application on any information or guidance we provide you with either directly or indirectly. If you have any specific questions or concerns about any medical matter, you should consult your doctor or healthcare provider as soon as possible.
16. Exercises and Voice Exercising – The vocal exercises in this online course are intended to be a guide for those who are already taking vocal lessons with a qualified coach, or those who are new to vocal training and wish to get some foundational understanding about vocal technique before taking lessons with a qualified coach. Remember that when vocalizing on your own, you are your own best judge in terms of comfort level. Be mindful of your body and if you feel any discomfort or pain, especially in the throat and head area, or if you are struggling to hit any of the notes, do not push yourself. If you are feeling uncomfortable or unsure, please engage with our online customer service and see if someone is able to provide some guidance and information on what you are experiencing. Singing is a physical thing and very dependent on your body physiology and mental and physical state.
17. No Warranty – ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED FROM THIS AGREEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE FLAMELEAF SERVICE OFFERINGS WILL BE TIMELY, UNINTERRUPTED, OR ERROR FREE. NOR DO WE WARRANT THAT YOUR USE OF THE FLAMELEAF SERVICE OFFERINGS WILL RESULT IN VOCAL OR PERFORMANCE IMPROVEMENTS. YOU USE THE FLAMELEAF SERVICE(S) AT YOUR SOLE RISK.
18. Limitation of Liability – UNDER NO CIRCUMSTANCES WILL FLAMELEAF BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED $100. IF YOUR JURISDICTION DOES NOT ALLOW SUCH LIMITATIONS, THE PERMISSIBLE LIMITATIONS SHALL APPLY.
19. Remedies – Flameleaf retains the right to seek injunctive relief if it discovers that any of its intellectual property has been improperly used. In addition, Flameleaf will pursue all monetary and compensatory damages available to it for copyright, trade secret, and trademark infringement, as well as other breaches of this Agreement.
a. You agree to defend, indemnify, and hold harmless Flameleaf, our future affiliates and their respective members, managers, shareholders, officers, directors, employees, agents, vendors, customers, indemnitees, representatives, successors, licensees and assigns, and each of them, from and against any and all claims, actions, demands, damages, losses, costs and expenses, including reasonable attorney’s fees and disbursements, charges, penalties, judgments, and interest sustained or which any of them may sustain arising out of, resulting from or relating to any material breach or alleged breach of any representation, warranty, obligation, or agreement made by you in this Agreement including, without limitation, any breach or alleged breach by you with respect to third party intellectual property, third party privacy, interference with third party or other User data, and non-permitted uses.
b. We will provide you with prompt notification of any claim and cooperate with you in the defense of the claim. You will have full control over the defense and settlement of the claim, except to the extent that: (i) the settlement requires Flameleaf to admit liability; and (ii) we may join in the defense at our own expense with our own counsel.
21. Beta Versions – Flameleaf may make “Beta Versions” of new or improved Flameleaf Service Offerings available to you at no cost or a reduced cost. You may use Beta Versions at your discretion and at your own risk. Flameleaf does not guarantee that Beta Versions will be released as Flameleaf Service Offerings. Beta Versions may contain errors, bugs, and other defects and are provided without support of any kind. We may request your Feedback about Beta Versions and all Feedback received from you is made under the terms and conditions of Section 9.
22.Changes to the Agreement – We may modify this Agreement from time to time by updating the Effective Date of this Agreement. For changes that potentially affect your use of the Site we will provide you notification of material changes within (30) after the changes becoming effective. Notice will be provided to the email address that you use to login to the Site. The updated Agreement will be effective as of the latest Effective Date specified in the Agreement and will supersede all prior versions. Continuing to use the Site and the Flameleaf Service Offerings constitutes your acceptance of any changes to this Agreement.
25. Contact – You may contact us via email at firstname.lastname@example.org
a. Entire agreement – This Agreement constitutes the entire understanding and agreement between you and Flameleaf with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among you and Flameleaf other than those found in this Agreement or referred to or provided for in this Agreement. Nothing contained in any document submitted by you will modify or amend this Agreement. We may update the Agreement from time to time, the current version will be dated. We will send a notification via email to Users. Your continued use of the Flameleaf Services constitutes your acceptance of the then-current version of the Agreement.
b. Age – If you are under the age of 18, you represent that a parent or guardian reviewed and accepted this Agreement on your behalf. You are not allowed to use the Site if you are under 16 years of age.
c. Survival – Any provision of this Agreement that imposes upon Users or Flameleaf an obligation after termination or expiration of this Agreement shall survive termination or expiration of this Agreement and be binding upon both you and Flameleaf.
d. Authority – If you are entering into this Agreement on behalf of a company,
organization, or other non-individual person entity, you represent and warrant that you have the authority to bind such entity to this Agreement.
e. Waiver – No waiver by us of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by us.
f. Severability – If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of the Agreement will be reasonably construed to carry out the intent of the Parties as evidenced by the terms of this Agreement.
g. Notice – Notices under this Agreement may be posted to our Site and sent via email, if to Users, at the email used to login to your Account, and if to Flameleaf – email@example.com .
h. No agency – Nothing in this Agreement creates a partnership, agency, fiduciary, or employment relationship between you and Flameleaf. Flameleaf is and will remain at all times an independent contractor. There are no third-party beneficiaries to this Agreement.
i. Cumulative Remedies – The rights and remedies provided by this Agreement are cumulative and Flameleaf’s use of any one right or remedy does not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights that Flameleaf may have by law, statute, ordinance, or otherwise.
j. No Class Actions – All disputes between you and us will be resolved on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us, including our future affiliates.
k. Agreement to Arbitrate – You agree that any controversy, claim, or dispute arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitrator will be selected from a list of arbitrators provided by AAA following a request by the Party seeking arbitration. The arbitration will be conducted under the procedures applicable to arbitration in the state of Texas. All judgments and awards rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof. Notwithstanding the foregoing, any disputes arising out of Intellectual Property or Privacy issues may be submitted to a court of law.