OUR REALITY IS OUR ART.
TERMS OF SERVICE
THESE A&R CONSULTANCY TERMS OF SERVICE (hereinafter “Terms of Service” and the “Agreement”) are provided by AvrConsultancy™ (pronounced “Our Consultancy”, hereinafter referred to as “Company”), a division of AVRIALITY™ (pronounced “Our Reality”). This Agreement is a legal document between Client and Company that describes the consultancy relationship being entered into. This Agreement covers the Client’s responsibilities as a consultee and Company’s responsibilities as Client’s personal A&R Consultant.
IDENTIFICATIONS — The parties referred to herein are identified as follows:
a) Company, Us, We: As described above, we are referred to as “AvrConsultancy™” or “Company”. Us, we, our, ours and other first-person pronouns also refer to Company.
b) You, the Consultee, identified via your emailing to us and/or your submission of scheduling form to us, is referred to herein as “Client.” You are also referred to throughout this Agreement with second-person pronouns such as: you, your, or yours.
The parties herein (Company and You) are collectively referred to as “Parties” and individually as “Party.”
b) Consultation(s), Session(s), Appointment(s), Masterclass(es), Class(es), Meeting(s): Calls and classes scheduled and carried out for the purposes of learning and to review your career and music and/or that of your client(s).
1. COMPANY PROVISIONS: THE AVRCONSULTANCY™ PROGRAM
1.1 AvrConsultancy™ (pronounced “Our Consultancy”), a division of AVRIALITY™ (pronounced “Our Reality”), offers single Individual Consultations (with no further purchase necessary), and/or the option of enrolling in Program Bundles each comprising 10 monthly A&R Consultations/Masterclasses (meetings) for a period of 1, 3 or 6 months per Contract Term depending on the chosen Bundle, with the aim to potentially assist you in developing your creative music skills and in making progress in the music business as a career.
1.1.2 In the event your music qualifies to be forwarded to any key decision-maker(s) or other music industry personnel, we may do so — only with your express consent — during (or following) this meeting at absolutely no upfront charge to you whatsoever.
1.2 Our A&R Consultancy services comprise two main components:
220.127.116.11 This is done over calls, email and other correspondence, and may also comprise Masterclasses, catered to your situation, depending what we feel will best benefit and expedite your progress.
18.104.22.168 With your consent on a case-by-case basis, we may pitch, forward or attempt to place on your behalf the music and/or project(s) you send us, to/with key players (e.g. Directors of A&R and other A&Rs) at record labels, publishers, potential creative collaborators (songwriters, producers, DJs, mixing engineers) or other industry professionals (e.g. marketing professionals, designers, influencers, music attorneys, managers, agents, etc.) whom we feel may help you make strides in your music career.
22.214.171.124 IMPORTANT NOTES ON FORWARDING/PITCHING::
126.96.36.199.2 Nor are you obligated to be a paying client to potentially receive such general consideration;
188.8.131.52.3 Nor do we charge any upfront fee(s) whatsoever to forward (pitch) qualifying material — with your express consent — to key decision-maker(s) or other music industry personnel, for their consideration in potentially signing such material and/or other applicable business consideration (e.g. management, etc.).
184.108.40.206 If we feel you and/or the material is not ready for a specific situation, we can attempt to help you “get there” and then may forward you once you have advanced in the areas in which we have identified development was needed.
220.127.116.11 For more specific information on our process of pitching/forwarding, please see Sections 1, 2 and 7.
1.4 Consultations typically may last approximately 30-minutes in length, but may be slightly shorter or longer (within reason), depending on the availability of both parties (e.g. depending on how booked up the Company is and our ability to accommodate the schedules of all clients) on the given date(s) and in the given time window(s).
1.5 Company reserves the right, at its sole discretion, to consider any consultation extended by an additional 30 or more minutes beyond the initial 30 minutes as two or more consultations (each of which additionally-counted consultation may be counted in 30-minute increments), particularly when Company is experiencing a limited schedule of availability and/or an extensive number of client bookings. Such considerations may or may not be announced when they occur, but shall be officially notated and available for your review at any time, as stipulated in Section 8 (REPORTS).
1.6 You understand that scheduling times and appointment lengths are approximate, and that the value of these consultations is based on the information delivered, not the specific length of meetings.
1.7 The services of AvrConsultancy™ will be based on our assessment of your music and project(s), with consideration for your goals as communicated to us, and will be catered to what we believe will best help you level up your music game — meaning to make progress towards your goals in music.
1.8 Company agrees to be reasonably available at the dates/times agreed-upon and will do its part to honor the total overall number of real-time monthly consultations (calls) agreed-upon in your contract, subject to the Scheduling, Rescheduling and Cancellations Policy in Section 5 and Suspensions Policy in Section 9.
2. CLIENT’S RESPONSIBILITIES
2.2 You further agree to provide any applicable materials (e.g. audio files or links for submissions, etc.) and information (addresses, links, phone numbers, IDs, etc.) necessary for us to provide the services outlined herein.
2.3 You understand that we shall not be held responsible in any way for any missed appointments or appointment time due to your failure to accurately and promptly provide such materials and information and/or due to any service interruptions of such communication methods.
2.4 This ability for us to communicate with you will remain in effect indefinitely during Term (the active duration of our services for you), Post-Term (the period following our active services for you) and/or following Termination of this agreement for any reasons, unless a severance in communication is dictated by court order and/or at the reasonable advice of your legal counsel; in which case, you agree that your legal counsel must provide us with their contact information and thusly be reasonably available for all necessary business communications, such as (but not limited to) billing/invoicing and payment of any outstanding balance due (if/when applicable).
2.5 You agree to make accurate and timely payments as specified in Section 6 (Payments), including any and all applicable PayPal transaction fees or any other fees specified by us.
2.6 You understand that:
2.6.2 Your success (or lack thereof) will depend on many factors outside of our control, including, primarily, your abilities and efforts, your understanding of the information we provide and the work you put in to apply it;
2.6.3 There is no set formula for success in the music industry and that our insights are based exclusively on research and analysis of what has proven to work in the past, including but not limited to case studies of previous successful music projects;
2.6.4 Each success story is different, and that yours will be no exception;
2.6.5 We cannot control your efforts nor the evaluations or opinions of third parties (such as record labels, publishers, collaborators and/or other music industry professionals with which we may align you and/or to whom we forward your material);
2.6.6 We cannot guarantee any specific results in your music or career; and
2.6.7 It is, however, our serious aim and passion that the services we provide — which have generally proven effective for our other clients — will probably be effective for you in such a way that noticeably benefits you in both the short and long term.
4. SCHEDULING, RESCHEDULING AND CANCELLATIONS POLICY
4.2 Consultations will be scheduled and take place at a date/time of your choosing within those available on our calendar (which is already configured with our available hours of operation).
4.3 You understand that it is your responsibility, as the client, to schedule a minimum of one (1) to the maximum number of appointments allotted to you based on the A&R Consultancy “Program” for which you signed up.
4.4 In the event you fail to schedule one (1) or more of the appointments allotted to you monthly in the A&R Consultancy “Program” for which you are signed up, we may allow (subject to our availability and at our sole discretion) such unused monthly appointments to “roll over” into the following month, at your request. However, in the event you fail to request such “rolled-over” appointments within 30 days following the month in which they were supposed to occur, such allotted appointments shall be considered permanently forfeited, unless otherwise agreed-upon by us (at our sole discretion).
4.5 Alternatively and at our sole discretion, in order to accommodate your availability, certain consultations may be scheduled at a date and/or time outside our normal hours of operation.
4.6 Consultations may include either (or a combination of) Masterclasses and/or real time music and career reviews.
4.7 The subject matter covered in each consultation is at our sole discretion, based on what we feel will best benefit your creative and career goals.
4.8 We will do our reasonable best to provide as much of our time as possible, as a combination of real-time consultation appointments and real-time correspondence (e.g. messaging) and non-realtime priority correspondence (e.g. email, messaging, text, etc.) between consultations, to ensure that the time we spend consulting you is as valuable as possible to assist you in growing your knowledge base and maximizing the potential of fulfilling your career goals.
4.9 You understand that our service is based on our “general monthly availability” and we do not guarantee any exact amount of time as our service is not hourly-based, and that thus there shall be no financial or other penalties to us in the event we are unable to fulfill any specific appointment(s) (e.g. when we need to reschedule for any reason), unable to start on time (e.g. when our offices are running behind schedule) or in the event certain appointments are longer or shorter than others for any reason. Furthermore, any time missed in appointment(s) to which you are late shall be considered forfeited time, unless otherwise specified by us.
4.10 Each party will reserve the right to cancel and attempt to re-schedule any scheduled consultation appointment at any time for any reason.
4.11 In the event we cancel and/or miss any appointment(s), you understand that it is your responsibility to coordinate with us within 30 calendar days from the date of the missed appointment to reschedule a make-up appointment at a time and date of your and our mutual choosing.
4.12 In the event you, the Client, cancel and/or miss any appointment, you agree (if you so desire) to coordinate with us within 30 calendar days from the date of the missed appointment, to potentially reschedule a make-up appointment at a date/time of your and our choosing, and we may attempt to accommodate you at our sole discretion and subject to our availability.
4.13 Any appointments cancelled and/or missed by you which you do not attempt to reschedule within 30 calendar days from the date of the missed appointment will be deemed “forfeited” and will not be eligible to be made up, unless we (at our sole discretion) agree in writing to waive this provision.
4.14 You agree to give 48 hours notice in advance of the original appointment’s date/time for cancellations. Any appointments cancelled with less advance notice shall be considered forfeited and may not be made up, unless we (at our sole discretion) agree in writing to waive this provision.
4.15 In the event you cancel the appointment at short notice (less than 48 hours in advance of the original appointment’s date/time), and we are unable to easily accommodate you by re-scheduling (e.g. when we are fully-booked), you reserve the option to schedule an Add-On Appointment as specified in Section 5.
4.16 As a courtesy and out of respect for fellow Clients, we ask that all cancellations made by you, the Client, for non-emergency reasons, please be made no less than 48 hours in advance. The more advance the notice, the better, in order to provide us ample time to fill the original appointment date/time slot with another new or existing client. We thank you in advance for being mindful of this request for courtesy.
4.17 Re-scheduled appointments need not occur within a paid month of service. E.g. if your contract expires with us prior to the rescheduled appointment(s), we will still honor our Rescheduling Policy to ensure all of your paid appointments are provided, as long as any such appointment(s) were not in any way forfeited by you (please see Additional Add-On Appointment(s) Policy below).
4.18 We shall in no way be obligated to reschedule any appointments cancelled by you for any reason, nor shall we be obligated to reimburse or otherwise compensate you for such cancellations, unless we (at our sole discretion) decide to make such an accommodation as a courtesy to you. NOTE: This stipulation shall also apply to any appointments which you may have missed without notifying us of a cancellation, and shall apply to any monthly appointments allotted to you which were not scheduled by you in the stipulated time frame for doing so, in accordance with this agreement.
5. ADD-ON APPOINTMENT(S) POLICY
5.2 Such Add-On Appointment(s) may be purchased individually, and with no time commitment whatsoever and no further purchase necessary or required.
18.104.22.168 An addition to active service and/or as an extension of the completion of at least one or more months of a given consultancy program.
5.5 Any Add-On Appointment(s), as with all normal appointments, will be subject to our availability and the Appointment Scheduling, Rescheduling and Cancellations Policy outlined in Section 4 above.
5.6 Such Add-On Appointment(s) may be scheduled at an agreed-upon time within or (at our sole discretion) outside of our normal hours of operation;
5.7 Any normal appointments cancelled by you without giving at least 48-hours advance notice may be rescheduled as an Add-On Appointment at your expense. Such appointments’ sales are final and any failure on your part to attend such appointments shall automatically forfeit your ability to reschedule without incurring an additional Add-On Appointment fee.
6.1.2 BUNDLE PROGRAMS (10 Consultations/Masterclasses per month):
22.214.171.124 1-Month “SILVER BUNDLE” Program: 1 (one) payment of $600.00 USD (six hundred US Dollars); or
126.96.36.199 3-Month “GOLD BUNDLE” Program: 3 (three) monthly and successive payments of $500.00 USD (five hundred US Dollars) per month; or
188.8.131.52 6-Month “PLATINUM BUNDLE” Program: 6 (six) monthly and successive payments of $400.00 USD (four hundred US Dollars) per month.
6.1.3 LITE BUNDLE PROGRAMS (5 Consultations/Masterclasses per month):
184.108.40.206 3-Month “GOLD BUNDLE (LITE)” Program: 3 (three) monthly and successive payments of $250.00 USD (two hundred fifty US Dollars) per month; or
220.127.116.11 6-Month “PLATINUM BUNDLE (LITE)” Program: 6 (six) monthly and successive payments of $200.00 USD (two hundred US Dollars) per month.
6.3 The first monthly payment for either package must be paid in full prior to the first paid consultation and the remaining payments will then be due on the same day of the following months (or an alternate reasonable payment schedule agreed upon via email between the Parties).
6.4 For monthly Bundles, you may opt to either: (A) pay monthly (full payment, once per month), or — if it’s more convenient for you — (B) semi-monthly (half of your monthly payment, twice per month).
6.5 Payments are made via PayPal transfer to [email protected] (or alternate payment mutually agreed upon method of payment, such as a valid credit or debit card).
6.6 You will be responsible for any transfer fees in connection therewith. For PayPal payments, you agree that you are responsible to include PayPal’s fees specified here: https://www.paypal.com/us/webapps/mpp/merchant-fees.
6.7 We may at our discretion and/or at your written request, send you an invoice and/or receipt outlining payments made and/or due.
6.8 We reserve the right to refuse to provide consultations until any given monthly payment due is paid in full. Any consultations missed due to non-payment will be considered forfeited, unless we agree otherwise in writing and at our sole discretion. Failed payments shall neither constitute a Suspension of the Term, nor shall Late payments constitute an Extension of the Term.
6.9 The parties establish that your failure to make any payment on its stipulated due date will result in a $35 fine, the sum of which will bear monthly interest at 1% (one percent) pro rata die for being in default, counted from the initial date of default. Notwithstanding, you agree that we will reserve the right (at our sole discretion), until such time as you are no longer in default, to either (A) deny to provide our services (consultancy sessions) and any of our other obligations agreed upon herein or (B) suspend the Term.
6.10 If it becomes necessary for us to undertake dispute resolution measures (as per Section 24) in order to collect any due payments from you, you shall be responsible for any and all such dispute resolution expenses in connection therewith.
6.11 Money-Back Guarantee:
6.11.2 Alternatively, with or without explanation from you regarding your dissatisfaction, you may cancel your plan of services with us for any reason within the first 14 days and Company will issue a full refund of the purchase price of your respective bundle. Such refund will be issued by us within 30 days from the date of our receipt of your written request for such refund.
6.11.3 This guarantee applies to bundles only and shall not apply to individual consultations (e.g. add-on consultations) or any other services offered by Company at any time, unless otherwise specified in writing by us.
6.11.4 Reminder: Our goal is to help you Level Up Your Music Game and your satisfaction and career are of utmost importance to us, and we therefore pledge do everything reasonably possible within our power to ensure you receive value from your time with us.
6.13 Any additional service(s) which may not be included in the objectives of this contract may only be provided once negotiations for such services are agreed upon in writing by all parties.
6.14 We reserve the right to change our PayPal address at any time. In the event of any such changes, we will attempt to notify you via email as soon as possible.
6.15 In the event that, for whatever reason, you are unable to do the full number of consultations in any given month, the fee for that month will not be affected, as our policy allows for such situations and ensures the value of our services under your overall contract (see Sections 1, 4 and 9).
7. RIGHT OF FIRST REFUSAL: You understand that:
7.2 Company agrees to communicate with you, each and every time, to obtain your verbal and/or written consent on a song-by-song and/or case-by-case basis (e.g. confirming this during a consultation) prior to pitching or forwarding your material, or as soon as possible thereafter. Such communication typically includes which project(s) the material is being sent for (for songs, tracks, tracks with hooks or ideas), the identity of the third party contact (e.g. label/publisher name and the first and/or first and last name of the contact to whom the material is being pitched, unless said third party’s confidentiality requests require us to correspond with you otherwise). To be clear, we will not formally submit/forward your material to third parties for formal consideration without your express consent to do so, nor will we use such material in any way in which you have requested in writing that we not do so. You agree to clearly communicate with us how you would like such material to be potentially used, forwarded and/or presented to third parties with whom we are connected and/or have access to;
7.3 You understand that Company shall refrain from going forward with such placement efforts of any of your material without a consensus reached on our commission, agreed to in written addendum to this Terms of Service and signed by all relevant parties.
7.4 You agree to indemnify and hold Company harmless in the event — due to any lack of such usage notification(s) by you — such material is interpreted by Company as available for presenting to third parties for Placement Consideration and/or for “Demonstration Purposes Only” and/or such material is otherwise “leaked” by a third party with whom we have shared such material.
7.5 In the event we (or third parties with which we are connected) express interest in engaging in such commercial activities involving such materials, we will notify you at our earliest convenience, in which case, upon receiving such notification(s), you agree to consider the material “on-hold” (meaning not eligible to be re-pitched in the near future) and must follow-up with us to inquire about the status of such activities prior to your opting to share/pitch such materials to other third parties (with which we are not connected), and allow us a minimum of 1 week to respond to such follow-up(s) prior to your re-pitching such materials to other parties.
7.6 Furthermore, you understand that, in the event we are able to place such materials with a third party, a negotiable commission will be established and agreed-upon between you and Company to compensate us for such placement(s). In the event such negotiations prove unsuccessful (meaning, an agreeable consensus cannot seem to be reached), one or both parties (Company, you, or mutually) may opt, at their own exclusive discretion, to disengage from the situation, in which case you are free to re-pitch such material elsewhere. Such disengagement on your behalf must be explicitly announced in writing, prior to re-pitching* such material to other parties.
7.8 Name & Likeness: By submitting material to us, you hereby grant us the rights to your name, image, likeness, voice included in such content until such time as you notify us in writing that you are no longer interested in our pitching, forwarding or otherwise attempting to place such materials.
7.9 Termination of ROFR: In the event we forward, pitch and/or otherwise attempt to place your project(s) and/or material, and are unable to successfully place it, you are free to continue to pitch, sign and/or release such material elsewhere with other third parties (other than such parties we have pitched, and/or have discussed with you the possibility of pitching such project(s) and/or material to). In such an event, as a courtesy, prior to your doing so, we ask that you email us to confirm that we and/or our contacts are no longer interested in pitching, signing and/or releasing such project(s) and/or material — and/or to confirm that we feel enough time has lapsed to insinuate disinterest — to ensure everyone (including our contacts) are on the same page, moving forward. This etiquette also helps maintain the integrity of the relationships we (and/or you and we) have with our contacts.
7.10 Ineligible Material: If we are unable to forward certain material, we will explain to you why and, in certain cases, explain in detail what can be improved-upon in order to make such material eligible for forwarding by us (according to our checklist of stringent criteria necessary for forwarding eligibility).
7.11 Execution of Duties: In the event you have agreed to do business with us and/or a third party with whom we have procured for the commercialization your material, you agree to, in a timely manner, carry out your duties as agreed-upon between such parties, including but not limited to:
7.11.2 Communication: Effective and necessary communication with us and/or such third parties (keeping everyone necessary “in the loop” whenever applicable) — See also Section 5 “COMMUNICATIONS”;
7.11.3 Third Party Requests: If/as mutually agreed-upon between you and such third parties, complying with their requests for files (e.g. stems or other project files) necessary to execute and complete such project(s);
7.11.4 Registrations: Immediately, properly, exhaustively and accurately executing and/or participating in the registration of any material created for and/or with us and/or third parties with whom we align you, whenever applicable — such as but not necessarily limited to: Copyright and Performance Rights Organization(s) (PROs) registrations;
7.11.5 Credit: Ensuring the accurate inclusion of all applicable parties in such registrations and proper public credit of any/all such parties for such material, such as Allmusic.com, Discogs, Wikipedia, online retailers, liner notes, etc.
9. TERM, TERMINATION, SUSPENSION & EXTENSION
9.2 This Agreement may only be terminated early in one of the following scenarios:
9.2.2 Early Termination Fee (ETF): Early termination (prior to end of Term) exclusively by you, in which event you will be subject to an Early Termination Fee, the product of which is to be calculated as follows: $25.00 USD (twenty five US Dollars) multiplied by the number of remaining Consultations, limited to a maximum total of $150.00 USD (one hundred fifty US Dollars). (E.g. if only 2 consultations are remaining in your active contract, a fee of only $50 USD (fifty US Dollars) will be due to us.)
9.2.3 Termination exclusively by us, at any time, with or without cause and at our exclusive discretion, with no penalties to us — upon written notice to you via email, subject line “AvrConsultancy™ Termination Notice”. In such an event, you will be reimbursed in full for the value of your remaining consultations that have been pre-paid by you, and no more or less. (Note: Any completed pre-paid consultations shall not be reimbursed.)
18.104.22.168 Forces of nature or other unavoidable emergencies.
9.4.3 The duration of Suspension(s) will be at our sole discretion and any dates outside of those granted by us during which you are unavailable shall not lengthen the Suspension unless otherwise specified in writing by us.
9.4.4 Following the end of Suspension(s) granted by us:
22.214.171.124 Any appointments which are due to occur within the Term which are not scheduled by you within the time remaining in the Term shall be considered forfeited and will not be eligible to be rescheduled, unless we at our sole discretion agree otherwise.
9.6 Cancellations for any other reason not specified in the above item will not result in an extension unless otherwise specified in writing at our sole discretion.
10. INTELLECTUAL PROPERTY
10.2 Other than as provided herein, you are not permitted to use any of Company’s IP and/or any remotely similar variation of Company IP without our express prior written permission. This includes a restriction on using Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion. Furthermore, this includes any direct or remotely-similar variation of any unique aspects of our business model and/or business practices.
10.3 Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court or via arbitration. You may be obligated to pay monetary damages and/or legal fees and costs, in the event such litigation results in a finding in our favor.
11.1 You (and any of your representatives, employees associated with you and those represented by you) shall act in the best interests of Company in regards to confidential information and intellectual property at all times. This includes refraining from disclosing, displaying, sharing, forwarding, lending, or publishing to any third parties any information deemed confidential.
11.2 “Confidential information” means any information transmitted by text (email, social media messaging/posts, SMS text messages, VoIP, telephone, attachments, documents, etc.), screen sharing (e.g. AnyDesk) or orally, or otherwise, whether or not of a technical nature, depending on the performance of the activities inherent in this Agreement, whether or not they contain the word “CONFIDENTIAL”, including: financial data, general data, business strategies, business models, unique business practices, projects, plans, specifications in general, any information held by intellectual property laws (including but not limited to: copyright, trademarks, patents); clients, names, numbers, phone numbers, email addresses, home and work addresses, prices and costs, any unique or non-public information, techniques, terminology or methodologies owned or used by Company (or associates, partners, clients or colleagues of Company), any professional or personal communications between Company (or Company’s associates, partners, clients or colleagues) and you, the contents of this agreement, including any attachments/addendums thereto, and any information specifically requested by Company to remain confidential and/or any information not cleared to be shared by Company’s co-founders.
11.3 Specifically, you understand that — unless otherwise stated in writing by us, on a case-by-case basis only — you are never permitted to screenshot, record audio or otherwise copy or repeat any information you see or hear during live consultation calls, group classes, screen sharing sessions, text or email in communication with any of our staff, clients or associates.
11.4 Furthermore, by engaging in our services, you explicitly agree not to re-use any portion of our unique methodology for the same or similar business purposes to the way in which we use it (e.g. for books, websites, services for musicians, etc.), without our express written permission to license you to do so.
11.5 You will be entirely obliged to adhere to the stipulations and obligations contained in this section except in such event(s) where: the disclosure of confidential information is expressly authorized in writing by Company; disclosure of confidential information is required by competent court order, whereas the lack of disclosure may be characterized as civil disobedience or other penalty (in the latter case, the material and / or information to be disclosed shall be subject to all applicable governmental or judicial protection, and you must be required to notify Company in advance of such disclosure, and such disclosure must be limited exclusively to that which is required by law).
11.6 You hereby undertake to use the confidential information disclosed by Company solely for the purposes of this Agreement, while maintaining strict confidentiality about such information.
11.7 You undertake not to make any copy of confidential information without the express prior consent of Company.
11.8 The obligation of confidentiality set forth herein is valid for the term of this Agreement and extends indefinitely after termination in any form and for any reason under this Agreement.
11.9 In the event of your failure to comply with the obligations inherent to the terms of confidentiality set forth in this section, we shall hold the right to immediately take any and all legal (court: in a location of our choosing) or extrajudicial actions against you, including our legal right to initiate dispute resolution measures as set forth in Section 24, in order to provide a fair and due indemnity to us for default in proportion to the damages caused. You will also be responsible for the payment of expenses incurred from such actions, including any and all attorney’s fees, in the event of a legal finding in favor of us as a result of such dispute resolution measure(s).
12. SERVICE INTERRUPTIONS:
12.1 We may need to interrupt your access to the AvrConsultancy™ Program to solve emergencies (or any other non-emergencies specified by us) on a scheduled or unscheduled basis. You agree that any scheduled appointments may be affected by unanticipated or unscheduled downtime, for any reason, and that we shall have no liability for any damage or loss caused as a result of such downtime, other than those conditions specified under Section 9.4 (Suspensions).
13.2 Non-Liability: We shall not in any way be liable for any failure or impossibility to perform due to causes beyond our reasonable control, including: force majeure, acts of civil or military authorities, riots, embargoes, acts of nature, epidemics/pandemics, and/or any other acts which may arise due to unforeseen circumstances.
13.3 Agreement Consistency: You shall not make any representations, warranties, statements or agreements which are untrue, inconsistent and/or are otherwise in conflict with the terms of this Agreement (and any other active agreements with AVRIALITY™).
13.4 Damage to Reputation: You agree not to engage in any behavior or business practices outside of Company which may in any way result in damage to the reputation or revenue of us and our Company. Any direct participation of yours in a negative event will result in the immediate termination of this contract and a fine of 10% (ten percent) on the total value of this contract will be applied to you, as well as any losses and damages that may occur as a result. To clarify, a negative event means any fact, circumstance, activity or situation that, demonstrably, can tarnish our name and reputation, and cause contempt, disgust, generate scandals or that in any way clash with our principles.
13.5 Non-Liability Due To Your Conduct: You agree to defend and indemnify us and any of our agents, friends, colleagues, associates or clients (if applicable) and hold us harmless against any and all legal claims and demands, including any damages and any attorney’s fees, which may arise from or relate to your use or misuse of the AvrConsultancy™ Program, your breach of this Agreement, your conduct, misconduct, action or inaction.
13.6 No Defamation/Infringements of Rights: No material provided by you hereunder will constitute a libel or slander of any person, or violate or infringe upon the rights of any party.
13.7 Acceptable Use: You agree not to use the AvrConsultancy™ Program or our Company for any unlawful purpose or any purpose prohibited under this Agreement, or in any way that could damage our website(s), products, services, or the general business and/or brand/image of Company and its Parent Company AVRIALITY™.
13.8 Legal Exchange of Services and Agreement: Each party acknowledges the services being exchanged through this agreement are legal in their respective countries of current residence and each party states they are freely and legally entering into this agreement; furthermore, the Parties guarantee that there are no liens or other claims against the property being offered.
14. LEGAL COUNSEL:
15.2 Company may, at any time and at its sole discretion, enlist or outsource Company’s services to outside third parties (individuals or companies) when Company deems such persons to be capable of providing Company’s services to you.
17. SEVERABILITY — If any Section or Sub-Section of this Terms of Service is held invalid, illegal or unenforceable under applicable law and/or as determined by a court of law or competent arbitrator, in whole or in part:
17.2 The remaining parts and Sub-Sections must be enforced to the maximum extent possible and, in such a condition, the remainder of this Agreement shall continue in full force; and
17.3 The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
18 INDEPENDENT PARTIES:
18.2 The Parties are independent and autonomous entities and will remain so at all times.
18.3 Nothing contained within this Agreement shall be construed to form any type of bond or relationship (including but not limited to partnership, joint venture, agency, franchise, employment, or similar), which is an essential condition for the execution of an Agreement of this type.
18.4 This agreement does not in any way or at any time require you to dedicate any time outside of consultations. We shall have no input or control over the amount of time and/or effort spent by you or the results thereof.
18.5 You fully understand that Company and its officers and staff are not in any way employees of yours, nor shall Company or its officers or staff be required in any way to accommodate you in any way beyond their obligations as per this agreement.
18.6 Additionally, the parties shall remain immune and harmless from any penalties in the event your performance does not result in the reaching of your goals for increasing your knowledge and skills of the creation of music and the business and/or achieving any specific type of goals in the music business.
19. PERFORMANCE ABILITY:
19.1 Non Violation of Rights: You further warrant that you will not engage in any action or inaction by you under this agreement which would violate any right or liability of any person.
19.2 Compliance With Third Parties: You shall immediately enter into or has already entered into any and all necessary third party written agreements of which terms and stipulations are sufficient to allow for your compliance with all the provisions of this Terms of Service.
20.2 You hereby understand and agree that all communications from us are private and therefore subject to the provisions stipulated in Section 11 (Non-Disclosure).
21.2 Surviving Terms Examples: The provisions which, by their nature, necessitate performance and/or observance after this Agreement terminates include, but are not limited to those which stipulate dispute resolution; permit audits; protect intellectual property; require non-circumvention; define indemnification; require payment of commission; set forth limitations of liability.
21.3 Survival of Obligations: Without limiting any other provisions of the terms of this Terms of Service, the termination of our agreement as per this Terms of Service for any reason will not release you or us from any obligations agreed-upon by you prior to the termination of our agreement as per this Terms of Service or that thereafter may arise as a result of any action or inaction by you prior to such termination.
22. TAXES AND FEES:
22.2 Tax Reporting: The Parties are individually responsible to report all payments made under this Agreement to appropriate taxing authorities, as required by applicable local statutes in their respective territories.
23. PRINCIPLE OF ACCEPTANCE:
24. DISPUTE RESOLUTION — In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall:
24.2 STEP 2 — Resolution via Neutral Third Parties: Second, if the above resolution attempt proves insufficient and the allegedly afflicted party wishes to go forward with the dispute resolution process, the Parties must then seek and mutually select at least three professionally qualified and neutral third parties (e.g. directors, legal advisors, mentors or advisory board) to objectively appraise the situation. Such appraisal must be officially logged and taken into consideration if such dispute is further brought into mediation/arbitration/litigation, as indicated below.
24.3 STEP 3 — Resolution via Court or Arbitration: Third, if the above resolution attempts prove insufficient and the allegedly afflicted party wishes to go forward with the dispute resolution process, the Parties must then submit the dispute to either a court of law in Michigan (USA), another court of law in a mutually agreed-upon jurisdiction, or to arbitration to the International Court of Arbitration of the International Chamber of Commerce (ICC) (and shall be settled under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules, and such arbitrator(s) shall have the authority to award punitive damages.)
24.4 Legal Resolution for Intellectual Property Claims: At our sole discretion, intellectual property claims may, as an exception to this Section, be litigated in a Court of Law in a territory of our choosing, rather than being subject to arbitration.
24.5 Jury Trial Waiver via Arbitration: The Parties understand that opting for arbitration waives any rights they may have to a jury trial in regard to arbitral claims.
24.6 Dispute Resolution Expenses Liability: The Party found to be in the wrong shall pay all expenses incurred from such actions, including all arbitrator and attorney fees.
25. ENTIRE AGREEMENT:
25.2 Consent to Amendments/Modifications: No amendment or modification of this Terms of Service shall be binding unless expressly accepted by you.
25.3 Headings for Convenience Only: The section headings and subheading explanations herein are included for ease of reference only and have no binding effect.
25.4 Review and Decision to Enter Agreement: Although this Agreement is provided by AvrConsultancy™ (by AVRIALITY™), you represent that you had ample time to review and decide whether to enter into it.
25.5 Neutral Authorship: If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or AvrConsultancy™ (by AVRIALITY™) due to the authorship of any provision.
Thank you for reading our Terms.
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