Terms of Use

Last Updated: November 13, 2023

Willis Music, and its subsidiaries and affiliated entities (“Company”, “we”, “us” and “our”) offers you access to its interactive online websites, products, and services. These Terms of Use, together with our Privacy Policy and any Additional Terms which might apply to certain products or services, govern your use of our websites (“Website”), products, or any of our services – together, our “Services”.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN “AMENDMENT; ADDITIONAL TERMS” SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES.

Copyright

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Website is strictly prohibited.

You do not acquire ownership rights to any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the site is copyrighted work of third parties.

Errors, Corrections and Changes; Disclaimer of Warranties

We may make changes to the pricing, features, functionality, or content of the Website at any time without notice to you. We do not represent or warrant that the product information, pricing, or other information available on or through the Website will be correct, accurate, timely or otherwise reliable. We do not represent or warrant that the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We reserve the right in our sole discretion to edit or delete any documents, information, prices or other content appearing on the Website. Except to the extent our Warranty applies, or any other applicable warranty document is given to you and made expressly applicable to a product or service, we disclaim any and all warranties.

EXCEPT TO THE EXTENT PROVIDED OTHERWISE HEREIN, YOU EXPRESSLY AGREE THAT USE OF OUR PRODUCTS AND SERVICES IS AT YOUR SOLE RISK. OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (A) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; AND (C) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES.

If you place an order for item(s) that were mispriced, you will be notified by your salesperson in most cases. We apologize for the inconvenience. Please understand that we reserve the right to cancel any order for any reason at any time.

Registration

Certain sections of, or offerings from, the Website may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.

Third Party Content

Third party content may appear on the Website or may be accessible via links from the Website. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations, or any other form of content on the Website. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

Without limiting the foregoing, you acknowledge and agree that the availability of communications from us by text or SMS messaging are dependent on third-party providers, including but not limited to Podium and Textedly. You agree to comply with all applicable third-party terms of agreement when using our services, and we reserve the right to condition use of our message services on your acceptance of the applicable third-party terms. Unless we, or the applicable third-party provider, explicitly tell you otherwise in advance, we will not charge you for any message services. However, “Message and Data Rates May Apply,” which means that, depending on your service plan with your wireless services carrier, you may be charged message and/or data charges by your wireless carrier for each message. By enrolling in these message services, you certify that you are either the account holder or otherwise responsible for paying any wireless carrier charges associated with the messages or, if you are under the age of 18, that you have the permission of the account holder/person responsible for any charges. You may opt-out of receiving messages from us as set forth in the privacy policies of Podium or Textedly, as applicable, or by texting “STOP” as a reply to any of our messages. We do not guarantee or warrant that you will receive all or any of our messages.

Use of Information

We reserve the right, and you authorize us, to the use and assignment of all information regarding Website uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Payments

You represent and warrant that if you are purchasing something from us that (a) any credit information you supply is true and complete, (b) charges incurred by you will be honored by your credit card company, and (c) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

Additional Terms

We reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique of our Services, or both (“Additional Terms”). These Terms of Use hereby incorporate by reference our Return Policy, our Warranty, and any other documents as may be applicable to your use of our Services. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

Links to Other Websites

The Website contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on our Website does not imply approval or endorsement of the linked website by us. If you decide to leave our Website and access these third-party websites, you do so at your own risk.

Limited License; Permitted Uses

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Website strictly in accordance with this Agreement; (b) to use the Website solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Website solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No printout or electronic version of any part of the Website or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

Restrictions & Prohibitions on Use

Your license for access and use of the Website and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Website or any Content and Materials retrieved therefrom; (b) use the Website or any materials obtained from the Website to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Website; (d) use any Content and Materials from the Website in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Website; (f) make any portion of the Website available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Website software or use any network monitoring or discovery software to determine the Website architecture; (h) use any automatic or manual process to harvest information from the Website; (i) use the Website for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Website in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Website or any portion thereof, or any software available on or through the Website, in violation of the export control laws or regulations of the United States.

Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Indemnification

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Website.

Nontransferable

Your right to use the Website is not transferable or assignable. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

Limitation of Liability

We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Website or any services or products obtainable therefrom, (B) the unavailability or interruption of the Website or any features thereof, (c) your use of the Website, (d) the content contained on the Website, or (e) any delay or failure in performance beyond the control of a Covered Party.

THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Website and the Content and Materials provided therein.

Governing Law

These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against the Company that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be decided by final, neutral, and binding arbitration. The seat of arbitration shall be in the city of Cincinnati and Hamilton County, Ohio. The provisions of the United Nations Convention on the International Sales of Goods shall not apply to the sales of products governed by these Terms of Use.

Dispute Resolution and Arbitration

We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at Willis Music, Attention: Legal Department, 7380 Industrial Road, Florence, KY 41042. We will contact you based on the contact information you have provided us.

If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

Exception to Arbitrate

Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and the Company, not as part of a class wide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the class wide dispute must be brought in court.

Miscellaneous

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in force.
Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or any Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.
These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.