TERMS OF USE

1. Acceptance of These Terms

By accessing or using the Services in any manner, you agree to be bound by these Terms. These Terms apply whether you are a visitor browsing the Site, a parent or guardian who creates an account for a child, a student, an instructor listing services on the platform, a person submitting a message or other content through an Instrumate form, or any other user. If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to both you individually and that entity. If you are a parent or legal guardian who creates or manages an account for a minor, you agree to these Terms both on your own behalf and on behalf of that minor, and you are responsible for the minor’s compliance with these Terms.

Existing Users. If you registered for an account before the Effective Date of these Terms, these Terms will apply to you upon the earlier of (a) your affirmative acceptance of them (for example, by clicking or checking a box when prompted), or (b) your continued use of the Services after we have provided you notice of these Terms and a reasonable opportunity to review them. If you do not agree, you must stop using the Services and may close your account as described in Section 28(b). If you are an Instructor who registered before the Effective Date, we may also require you to provide the tax information described in Section 12(h) before your first payout, and you must provide the background check documentation described in Section 12(g) before you accept any Lesson after the Effective Date.

2. Eligibility; Parents and Children

The Services involve music instruction for students of all ages, including young children. To create or hold an account, you must be at least eighteen (18) years of age and able to form a binding contract.

• (a) Parents and Guardians. A parent or legal guardian who is at least eighteen (18) years old must create and control any account used to book or receive lessons on behalf of a minor. By creating such an account, you represent and warrant that you are the parent or legal guardian of the minor, that you consent to the minor’s use of the Services under your supervision, and that you consent to our collection and use of the minor’s information as described in our Privacy Policy. You are responsible for all activity that occurs under your account, including your child’s use of the Services and all charges incurred.
• (b) Children Under 13. We do not knowingly permit children under the age of thirteen (13) to create their own accounts or to provide us with personal information except through, and with the verifiable consent of, a parent or legal guardian, consistent with the Children’s Online Privacy Protection Act (“COPPA”). As described in Section 14(c) and in our Privacy Policy, we obtain verifiable parental consent through a monetary transaction on the parent’s or guardian’s credit or debit card, together with the parent’s or guardian’s affirmative acknowledgment at signup. Our handling of children’s personal information is described in our Privacy Policy. If you believe we have collected personal information from a child under thirteen (13) without appropriate parental consent, please contact us at instrumatemusic@gmail.com so we can promptly delete it.
• (c) Instructors. To register or provide services as an instructor, you must be at least eighteen (18) years of age, and you must accurately complete the instructor registration process and any additional instructor terms we require. You represent that you have the legal right, qualifications, and any licenses or certifications you claim, to provide the lessons you offer.
• (d) Minors as Students. A minor may participate in lessons and use features of the Services only through a parent- or guardian-controlled account and under appropriate supervision. Where required, a parent or guardian must be present or reachable during lessons involving a minor.

If you reside in a jurisdiction in which use of the Services is prohibited or in which we have determined not to make the Services available, you may not use the Services.

3. Definitions

For purposes of these Terms:

• “Content” means all text, profiles, lesson descriptions, curricula, images, photographs, illustrations, graphics, logos, audio, video, audiovisual works, code, design elements, layouts, compilations, datasets, and other material made available on or through the Services, other than User Content.
• “Instructor” (or “Teacher”) means any music teacher, tutor, or other person who registers to offer or provide lessons through the Services.
• “Lesson” means any music instruction session (including any trial lesson) booked, scheduled, or delivered through the Services.
• “Lesson Package” means the recurring package of four (4) weekly thirty (30) minute Lessons, renewing every four (4) weeks, described in Section 14.
• “Parent” means a parent or legal guardian who creates or controls an account on behalf of, or otherwise supervises, a minor Student.
• “Personal Information” has the meaning given to it in our Privacy Policy.
• “Student” means any person who receives, or on whose behalf a Parent books, lessons through the Services.
• “Trial Lesson” means the single introductory thirty (30) minute Lesson offered at the introductory price described in Section 14.
• “User” means any Instructor, Student, Parent, visitor, or other person who accesses or uses the Services.
• “User Content” means any content (including instructor and student profiles, biographical descriptions, photographs, messages, reviews, ratings, lesson materials, audio, video, or other material) that you upload, post, submit, transmit, or otherwise make available through the Services.

4. The Services

Instrumate operates an online marketplace and scheduling platform that enables Instructors to list and offer music lessons and enables Students and their Parents to search for Instructors, book and pay for lessons, schedule sessions, and conduct primarily online lessons. Instrumate facilitates discovery, booking, scheduling, communication, and payment between Instructors and Students, but the lesson itself is a service provided by the independent Instructor to the Student, not by Instrumate.

Access to and use of most features of the Services requires you to create and maintain an account (see Section 5). Some pages, such as marketing pages and instructor listings, may be viewable without an account.

We reserve the right, at any time and in our sole discretion, to add, remove, modify, suspend, or discontinue all or any portion of the Services (including any Content, feature, function, instructor listing, or lesson offering), with or without notice. We are not liable to you or any third party for any addition, removal, modification, suspension, or discontinuation of the Services.

We may, from time to time, offer “beta,” “preview,” or “early access” features that are clearly designated as such. Beta features are provided “as is” and may be changed, removed, or made generally available at any time, in our sole discretion.

5. Accounts and Registration

• (a) Account Creation. To use most features of the Services, you must register for an account by providing information such as your first and last name, email address, phone number, a password, and your role (Instructor or Student/Parent). You agree to provide accurate, current, and complete information and to keep it updated. Account authentication is supported by a third-party authentication provider (currently Google Firebase Authentication), as described in our Privacy Policy.
• (b) Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at instrumatemusic@gmail.com of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials.
• (c) One Account; Accurate Role. You may not create an account for anyone other than yourself (except a Parent creating an account to supervise a minor Student), impersonate any person, or misrepresent your role, identity, qualifications, or affiliation. We may refuse, suspend, or terminate accounts in our sole discretion.
• (d) Account Information and Parental Control. If you are a Parent, you may provide and manage information about your child within your account. You are responsible for the accuracy of that information and for exercising appropriate control over your child’s use of the Services.

6. Nature of Services; No Guarantee of Results; Instructor Independence

• (a) Educational and Instructional Purposes Only. All Content and lessons on the Services are provided for general educational and instructional purposes only. Nothing on the Services is intended to be, and you must not construe any Content or lesson as, medical, psychological, psychiatric, mental-health, therapeutic, legal, financial, or other professional advice, diagnosis, treatment, or service. Instrumate is not a music school, conservatory, or licensed educational institution, and is not a healthcare provider, law firm, or financial advisor. Reading the Content, creating an account, booking or delivering a lesson, or otherwise using the Services does not create any provider-patient, attorney-client, fiduciary, advisor-client, employer-employee, or other professional or confidential relationship between you and Instrumate, our contractors, or our affiliates.
• (b) Instructors Are Independent. Instructors are independent third parties, not employees, agents, or representatives of Instrumate. Instrumate does not hire, employ, supervise, direct, or control Instructors or the content, quality, method, safety, or outcome of any lesson. Instructors are solely responsible for their own conduct, qualifications, tax obligations, and the lessons they provide. Any contract for lessons is directly between the Student (or Parent) and the Instructor. Instrumate is not a party to that contract and is not responsible or liable for the acts or omissions of any Instructor or Student.
• (c) Instructor Screening; No Guarantee. Instructors are required to make the certifications set out in Section 12(b) and to provide documentation of a background check as set out in Section 12(g). Instrumate does not itself obtain or procure background checks. Each Instructor is responsible for obtaining, at the Instructor’s own expense, a background check and for providing Instrumate with documentation of its results. Documentation issued in connection with an Instructor’s employment by a school, school district, or other organization may be acceptable, provided the Instructor is permitted to disclose it. The types of documentation Instrumate accepts, how recent the background check must be, and how often it must be renewed are described in Section 12(g). Instrumate reviews submitted documentation for facial completeness only. Instrumate does not independently verify the authenticity, accuracy, currency, or completeness of any documentation an Instructor provides, does not conduct its own criminal background checks, identity verification, or credential verification of Instructors or Students, and does not screen Students or Parents. A background check reflects only information contained in available records as of the date of the check, and is not a guarantee of any Instructor’s identity, qualifications, safety, or suitability. Instrumate reserves the right, but assumes no obligation, to require or obtain additional background screening in the future. Any “verified” or similar badge shown on the Services means only what is described where the badge appears and is not a guarantee of an Instructor’s identity, qualifications, safety, or suitability. Parents and Students are solely responsible for evaluating and selecting Instructors, and Instructors are solely responsible for evaluating whether to accept a Student.
• (d) No Guarantee of Results. Instrumate does not warrant or guarantee that any lesson will result in any particular level of musical skill, progress, achievement, or satisfaction. Learning outcomes depend on many factors outside our control.
• (e) Child Safety and Supervision. Lessons may involve minors. Parents and guardians are responsible for supervising their children’s participation in lessons and use of the Services, including any video sessions. Instrumate does not monitor lessons in real time. If you have a concern about the safety or conduct of any User, stop the interaction and contact us immediately at instrumatemusic@gmail.com, and contact local authorities if anyone is in danger.
• (f) Always Consult a Qualified Professional Where Appropriate. Before making any decision or taking any action based on anything you read or learn on the Services, you should consult an appropriately qualified professional where the circumstances warrant. Physical activity, including playing an instrument, carries some risk; consult a physician if you have any condition that could be affected by lessons or practice.
• (g) No Endorsement; Third-Party Statements. The Services may include facts, views, opinions, descriptions, and statements of Instructors, Students, and other third parties. The views expressed by any Instructor or User are their own and do not necessarily reflect the views of Instrumate. We do not represent or endorse the accuracy, completeness, currency, or reliability of any advice, opinion, statement, recommendation, instructor profile, or credential claim presented in User Content or third-party content, and any reliance you place on such material is solely at your own risk.
• (h) Independent Verification. Information on the Services may include unintentional inaccuracies or typographical errors. We may make changes, corrections, or updates at any time without prior notice. Before relying on any information on the Services, you should independently verify it.

7. Privacy

Our collection, use, and disclosure of Personal Information in connection with the Services is described in our Privacy Policy, available at www.instrumate.music/privacy, which is incorporated by reference and made a part of these Terms. Our Privacy Policy includes our Cookie Policy and describes our handling of children’s information under COPPA. By using the Services, you agree to the practices described in our Privacy Policy.

8. Content Moderation; Right to Edit, Suspend, or Remove Content and Profiles

Instrumate retains the right, at any time and in our sole discretion, to review, edit, moderate, reformat, withhold, decline to publish, unpublish, suspend, redact, or remove any Content or User Content—including any instructor or student profile, listing, description, review, rating, message, or lesson material—without notice and without liability, for clarity, accuracy, compliance with these Terms or applicable law, safety, or any other reason. This includes the right to remove or suspend any instructor listing or user account.

Content and User Content on the Services are provided “as is” and may be revised, repositioned, suspended, or removed at any time. We do not guarantee that any particular profile, listing, or Content will remain available. We do not pre-screen all User Content and are not obligated to monitor the Services, but we may do so.

9. Acceptable Use

You agree that you will not, and will not assist or permit any third party to, use the Services to:

• (a) violate any local, state, national, or international law, regulation, treaty, or court order, or any rule, code, or guideline of any self-regulatory organization;
• (b) infringe, misappropriate, or violate any intellectual property right, right of privacy, right of publicity, contractual right, or other proprietary or moral right of any person or entity;
• (c) post, transmit, link to, or otherwise make available any material that is unlawful, fraudulent, deceptive, defamatory, libelous, slanderous, abusive, threatening, harassing, hateful, racist, sexist, ethnically offensive, vulgar, obscene, pornographic, sexually explicit, or otherwise objectionable, or that depicts violence, self-harm, or any sexual content involving minors or any content that sexualizes, exploits, endangers, or harms a child;
• (d) stalk, harass, threaten, intimidate, dox, groom, solicit, or attempt to arrange offline contact with a minor for any improper purpose, or otherwise harm any person, including any Instructor, Student, Parent, employee, contractor, or other user;
• (e) impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, misrepresent your age, role, identity, qualifications, or credentials, or use a false email address or other false identifying information;
• (f) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• (g) solicit, arrange, accept, or provide payment for lessons or otherwise transact outside the Services in order to circumvent Instrumate’s fees or booking and payment systems, or induce any other User to do so;
• (h) transmit any virus, worm, Trojan horse, ransomware, time bomb, malware, spyware, adware, or any other malicious code, file, or program;
• (i) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, our servers, our networks, our hosting infrastructure (including Hostinger and the content-delivery and security services provided by our hosting provider), or any system or network connected to the Services;
• (j) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
• (k) bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure that protects the Services or any Content, or any rights-management or access-control mechanism;
• (l) reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code or underlying ideas, algorithms, structure, or organization of any software or systems used to operate the Services, except to the extent expressly permitted by applicable law;
• (m) interfere with the proper operation of the Services or impose an unreasonable or disproportionately large load on our infrastructure;
• (n) collect or harvest any Personal Information from the Services (including names, email addresses, phone numbers, or any other identifying information of Instructors, Students, or Parents) or use any contact information obtained from the Services to send commercial messages or to contact Users outside the Services;
• (o) use any meta tags, hidden text, or hidden links containing our marks or any related terminology;
• (p) frame, mirror, or in-line link to the Services, or any portion thereof, without our prior written consent;
• (q) modify, adapt, translate, or create derivative works of any portion of the Services or Content, except as expressly permitted in these Terms;
• (r) sell, rent, lease, sublicense, distribute, transfer, or commercially exploit access to the Services or any Content or User Content;
• (s) record, photograph, screen-capture, transmit, or retransmit any Lesson, in whole or in part, except as expressly permitted under Section 13(f); or
• (t) assist, facilitate, encourage, or instruct any third party to engage in any of the foregoing.

We reserve the right (but undertake no obligation) to investigate suspected violations of these Terms, to cooperate with law enforcement, to take any legal or technical action we deem appropriate (including blocking IP addresses, removing access, suspending or deleting accounts, removing instructor listings, or pursuing damages), and to disclose any information necessary to satisfy any law, regulation, legal process, or governmental request.

10. AI Training, Scraping, and Automated Use

The Services and all Content are protected against automated collection, extraction, and use for the development of artificial intelligence and machine-learning systems. Without limiting Section 9 above, you may not, and will not assist or permit any third party to:

• (a) use any robot, spider, scraper, crawler, data-mining tool, automated extraction tool, or any similar automated process or device (whether browser-based, headless, API-driven, or otherwise) to access, monitor, copy, index, cache, frame, mask, scrape, harvest, or extract any portion of the Services or any Content, except for general-purpose internet search engines and public archives that comply with our publicly posted machine-readable instructions (such as our robots.txt file) and that direct human users to the original Content;
• (b) use, reproduce, or otherwise incorporate the Services or any Content (in whole or in part) for the purpose of developing, training, fine-tuning, evaluating, benchmarking, validating, or improving any artificial intelligence model, machine-learning model, large language model, generative model, retrieval-augmented generation system, or similar system, including for the purpose of generating outputs that compete with or substitute for the Content; or
• (c) sell, license, distribute, or otherwise transfer to any third party any data, dataset, embedding, vector representation, or other derivative obtained from the Services or any Content for use in any of the activities described above.

For the avoidance of doubt, Instrumate does not use Lessons, Lesson communications, or any information about a Student who is a minor to train, fine-tune, or develop any artificial intelligence or machine-learning model.

You acknowledge that any unauthorized AI training, scraping, or automated extraction in violation of this Section will cause irreparable harm to Instrumate for which monetary damages alone would be insufficient, and Instrumate will be entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity. Instrumate expressly reserves all rights under applicable law (including the Computer Fraud and Abuse Act, the Digital Millennium Copyright Act, and applicable state laws) and reserves the right to revoke any implied or general license to access the Services for any party that violates this Section. Nothing on the Services should be construed as granting any “text and data mining” license, opt-in, or reservation of rights to the contrary, and Instrumate expressly reserves all such rights, including under Article 4 of the EU Directive on Copyright in the Digital Single Market (Directive (EU) 2019/790) and any analogous law.

11. Limited License to Use Services

Subject to your compliance with these Terms, Instrumate grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose—namely, to find, book, schedule, deliver, or receive music lessons and to manage your account—and for your own personal, non-commercial use (or, for Instructors, to offer and provide lessons through the Services in accordance with these Terms). This license does not include any right to: (a) resell or commercially use the Services or any Content except as an Instructor providing lessons through the Services; (b) collect or use any listings, profiles, descriptions, or prices for any purpose other than booking a lesson for yourself or your child; (c) make any derivative use of the Services or any Content; (d) download or copy account information or Content for the benefit of any third party; or (e) use any data mining, robots, or similar tools.

Any other use of the Services or the Content requires our prior written permission. We reserve all rights not expressly granted to you in these Terms.

12. Instructor Terms

This Section applies to any User who registers or acts as an Instructor, in addition to the rest of these Terms.

• (a) Independent Contractor. You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and Instrumate. You are solely responsible for determining the manner and means of providing your lessons, subject to these Terms, and for all taxes, withholdings, insurance, licenses, permits, and legal obligations arising from your provision of lessons.
• (b) Your Listings and Conduct. You are solely responsible for your profile, listings, pricing (subject to any parameters set by the Services), lesson content, scheduling, communications, and conduct. By registering as an Instructor and by each time you accept a Lesson, you represent, warrant, and certify that: (i) you are at least eighteen (18) years of age; (ii) all information you provide (including your legal identity, qualifications, experience, credentials, instruments, and styles) is accurate, current, and not misleading; (iii) you have all rights, licenses, and permissions necessary to provide the lessons you offer; (iv) you have never been convicted of, and are not currently charged with, any felony, any offense involving violence, fraud, or dishonesty, or any offense involving a minor or requiring registration as a sex offender; (v) you are not listed on any sex-offender registry in any jurisdiction; (vi) you are not barred or restricted under any law, court order, or professional rule from working with or having contact with minors; and (vii) you will promptly notify Instrumate in writing at instrumatemusic@gmail.com if any of the foregoing ceases to be true. You acknowledge that Instrumate is relying on these certifications, that they are a material condition of your access to the Services, and that a false certification is grounds for immediate removal and may expose you to liability.
• (c) Interactions with Minors. You acknowledge that Students may be minors. You agree to conduct yourself professionally and lawfully at all times, to comply with all applicable child-safety and background-check laws that apply to you, to keep lessons within the scope of music instruction, and never to solicit, arrange, or engage in inappropriate contact with a minor. You agree that a Parent or guardian may be present during lessons involving a minor. You further agree to conduct all Lessons and all Lesson-related communications through the Services and the Instrumate-designated video platform, and not to contact, or arrange to meet, a minor Student outside the Services without the prior knowledge and consent of the Parent.
• (d) Payments to Instructors. Payments from Students and Parents are collected through Instrumate’s third-party payment processor. Instrumate will remit to you the amounts collected for completed Lessons, less the payment processor’s standard transaction-processing fee and any other fees disclosed to you in advance. Instrumate does not currently charge Instructors a service fee or commission. Instrumate reserves the right to introduce or change service fees, commissions, rates, or payout terms upon not less than thirty (30) days’ advance notice to you; any such change will apply only prospectively. You are responsible for providing accurate payout information.
• (e) Payout Method and Schedule. Payouts are made by ACH transfer (direct deposit) to the bank account you designate. Balances are paid on the first (1st) day of each month for Lessons completed through the end of the preceding month, subject to a grace period of seven (7) days for processing. You are responsible for providing and maintaining accurate and current bank account and payout information, and Instrumate is not responsible for payments misdirected as a result of inaccurate information you provide. Instrumate may, in its discretion, offer or use an alternative payout method, and will notify you if it does so. Instrumate may withhold a payout until you have provided complete and accurate payout information and the tax information described in Section 12(h).
• (f) No Circumvention. You agree not to solicit or accept payment from Students or Parents outside the Services for lessons discovered or booked through the Services, or to use information obtained through the Services to divert transactions off platform.
• (g) Background Check Documentation. You are responsible for obtaining, at your own expense, a background check and for providing Instrumate with documentation of its results before you are listed on the Services or accept any Lesson. Documentation issued in connection with your employment by a school, school district, or other organization may be acceptable, provided you are permitted to disclose it. Acceptable documentation is (i) a report issued by a professional background screening company, or (ii) a clearance or report issued by a school, school district, or government agency, in each case issued in your legal name and covering, at a minimum, a criminal-history check and a sex-offender registry search. The background check must have been completed within the twelve (12) months before you submit it to Instrumate, and you must submit documentation of a new background check meeting these requirements at least once every two (2) years while you use the Services. By submitting documentation, you represent and warrant that it is authentic, complete, unaltered, accurately reflects the results of a background check performed on you, and that you are permitted to share it with Instrumate. You agree to provide updated documentation upon Instrumate’s request, and to notify Instrumate promptly in writing at instrumatemusic@gmail.com if any matter arises that would change the results of your background check or render any certification in Section 12(b) untrue. Submitting false, altered, or expired documentation is grounds for immediate removal from the Services and may expose you to liability. Instrumate may condition, suspend, or terminate your access to the Services based on the documentation you provide, your failure to provide it, or your refusal to provide updated documentation. If Instrumate elects in the future to obtain background reports directly from a consumer reporting agency, it will first provide the separate written disclosure and obtain the written authorization required by the Fair Credit Reporting Act and applicable state law, and will follow the adverse action procedures those laws require.
• (h) Taxes and Information Reporting. You are solely responsible for reporting and paying all taxes on amounts you receive. You agree to provide Instrumate with a completed IRS Form W-9 (or Form W-8, if applicable) at the time you register as an Instructor, or promptly upon request if you registered before these Terms took effect, and in any event before your first payout. You agree to provide any other information reasonably required for tax reporting, and you acknowledge that Instrumate may be required to issue an information return (such as IRS Form 1099-NEC) reporting amounts paid to you for any calendar year in which your payouts meet or exceed the applicable reporting threshold. Instrumate may withhold payouts until you have provided the required tax information.
• (i) Insurance. Instrumate does not provide insurance coverage for Instructors, and any insurance Instrumate maintains does not cover you or your Lessons. Instrumate strongly recommends, but does not require, that you obtain and maintain your own general liability insurance and, where available, professional liability insurance appropriate to your teaching activities. You acknowledge that you are solely responsible for any loss, claim, or liability arising from your Lessons or your conduct that is not covered by insurance you carry.
• (j) Removal. We may remove, suspend, or decline to list any Instructor, listing, or lesson at any time, in our sole discretion.

13. Lessons, Scheduling, Cancellations, and No-Shows

• (a) Booking and Scheduling. Students and Parents may book lessons (including trial lessons) with Instructors through the Services, subject to Instructor availability. Booking a lesson creates a direct arrangement between the Student/Parent and the Instructor for that lesson, facilitated by Instrumate.
• (b) Trials and Ongoing Lessons. The Services currently offer a single Trial Lesson followed by automatic enrollment in a recurring Lesson Package, as described in Section 14. Details such as lesson length, frequency, and price are shown before you book.
• (c) Cancellations, Rescheduling, No-Shows, and Refunds.
  • i. Instructor Cancellation or No-Show. If an Instructor cancels a scheduled Lesson or fails to appear for a scheduled Lesson, you will receive a full (100%) refund of the amount paid for that Lesson to your original payment method. Instrumate does not substitute account credit for a refund in these circumstances.
  • ii. Student Cancellation and Rescheduling. The Services do not currently support student- or parent-initiated cancellation or rescheduling of an individual scheduled Lesson. A Lesson that a Student does not attend is not refundable, except as required by applicable law or as Instrumate may determine in its discretion. This is separate from your right to cancel your recurring Lesson Package, which is described in Section 14(d). If you need to change a scheduled Lesson, you may contact your Instructor through the Services. Whether an Instructor is able to accommodate a change is at that Instructor’s discretion, and Instrumate does not guarantee that any change can be made.
  • iii. Changes To This Policy. We may add cancellation or rescheduling functionality in the future. Any cancellation, rescheduling, no-show, and refund policy posted on the Services at the time of your booking is incorporated into these Terms by reference and, if it conflicts with this Section, controls as to that booking.
• (d) Conduct During Lessons. Lessons are conducted online by video using Zoom, a third-party service. Your use of Zoom is subject to Zoom’s own terms of service and privacy policy. You are responsible for your own equipment, internet connection, and environment. Instrumate is not responsible for technical issues, interruptions, or the quality of any lesson.
• (e) No Recording by Instrumate. Instrumate does not record, store, or archive Lessons, and has no current plans to do so. Lessons are conducted live only. If Instrumate introduces lesson recording in the future, we will update these Terms and our Privacy Policy, disclose the purpose of recording, who may access recordings, and how long they are retained, and obtain any consent required by applicable law, including the separate consent of the Instructor and of the Parent of any minor Student, in each case before any recording begins.
• (f) Recording by Users Is Prohibited Without Consent. No User may record, photograph, screen-capture, or otherwise capture any Lesson, in whole or in part, unless: (i) every participant in the Lesson has given advance consent; (ii) where the Student is a minor, the Parent has given advance consent; and (iii) the recording is used only for the participant’s own personal, non-commercial educational review and is not published, shared, distributed, or used to train any artificial intelligence or machine-learning model. Several states require the consent of all parties to record a conversation, and you are solely responsible for complying with the recording laws applicable to you. Instrumate does not control, monitor, access, or retain any recording made by a User through Zoom or otherwise, and disclaims all responsibility for such recordings. Violation of this Section is grounds for immediate termination.
• (g) Disputes Between Users. Disputes about a lesson (including quality, conduct, attendance, or refunds) are primarily between the Student/Parent and the Instructor. Instrumate may, but is not obligated to, help resolve such disputes, and any resolution is in our sole discretion.

14. Payments, Fees, Trials, and Subscriptions

• (a) Fees. Prices for lessons, trials, and any subscriptions are displayed on the Services. You agree to pay all applicable fees, plus any taxes, for lessons and other services you purchase.
• (b) Payment Processing. Payments are processed by our third-party payment processor, Stripe. Lessons and Lesson Packages are paid for by credit or debit card. By providing payment information, you authorize us and our payment processor to charge your chosen payment method for all amounts due. Your use of the payment processor’s services is subject to its terms and privacy policy. Instrumate does not itself store full payment card numbers.
• (c) Trial Lesson; Parental Authorization. The Trial Lesson is a single introductory thirty (30) minute Lesson offered at a price of twenty-five dollars ($25.50). Your purchase of the Trial Lesson begins a trial period of seven (7) days, starting on the date of purchase. The charge for the Trial Lesson is made to the credit or debit card of the account holder. Where the Student is a minor, the account holder must be the Parent, and the Parent’s authorization of this charge — together with the Parent’s affirmative acknowledgment at signup that the Parent is the parent or legal guardian, is at least eighteen (18) years old, and consents to the collection and use of the child’s information described in our Privacy Policy — serves as the verifiable parental consent required under COPPA.
• (d) Automatic Enrollment; Recurring Charges; How to Cancel.
  • i. YOU ARE AUTOMATICALLY ENROLLED. When you purchase a Trial Lesson, you are automatically enrolled in a recurring Lesson Package consisting of four (4) weekly thirty (30) minute Lessons at a price of one hundred twenty-five dollars ($125.50) per package. Each Lesson Package covers a four (4) week period and renews automatically at the end of that period.
  • ii. YOUR PAYMENT METHOD WILL BE CHARGED ON A RECURRING BASIS. Unless you cancel before the end of your seven (7) day trial period, your payment method will be charged $125.50 on the eighth (8th) day after you purchase your Trial Lesson for your first Lesson Package, and will continue to be charged $125.50 every four (4) weeks thereafter, until you cancel. If you cancel during the trial period, you will not be charged for a Lesson Package. Charges recur until cancelled.
  • iii. HOW TO CANCEL. You may cancel at any time before the next charge is made, through your account on the Services. Cancellation takes effect at the end of the then-current package period, and you will retain access to any Lessons already paid for. To cancel, log into your account on the platform, go to Student Dashboard > Your Lessons > Cancel Subscription (your Lesson Package appears in your account as a subscription), and confirm your cancellation, or contact us at instrumatemusic@gmail.com.
  • iv. NO REFUND OF COMPLETED PACKAGES. Except as required by applicable law or as provided in Section 13(c)(i), amounts already charged for a Lesson Package are not refundable.
  • v. Disclosures and Consent. Before you are charged, we will present the terms of this automatic enrollment — including the recurring nature of the charge, the amount and frequency of the charge, and how to cancel — in a clear and conspicuous manner, and we will obtain your express affirmative consent to those terms separate from any other terms. We will send you an acknowledgment of your enrollment that includes the cancellation instructions, we will send you a reminder email before your first $125.50 charge, and we will provide any advance renewal notice or other disclosure required by the law of your state. Where required by applicable law, you may cancel by the same method you used to enroll.
• (e) Instructor Payouts and Service Fees. Instrumate does not currently charge Students, Parents, or Instructors a separate service fee or commission; Instrumate remits to the Instructor the amount collected for completed Lessons less the payment processor’s standard transaction-processing fee. Instrumate reserves the right to introduce or change service fees or commissions upon not less than thirty (30) days’ advance notice, applied prospectively only. Instructor payouts are addressed in Sections 12(d) and 12(e).
• (f) Errors, Refunds, and Chargebacks. We reserve the right to correct any billing errors or mistakes and to refund or credit amounts in our discretion. If you initiate a chargeback or payment dispute, we may suspend your account pending resolution.
• (g) Changes to Fees. We may change our fees and payment terms at any time, upon not less than thirty (30) days’ advance notice where the change affects a recurring charge, and otherwise with notice as required by law. Changes will not apply retroactively to lessons already purchased.

15. Communications; Email, SMS, and Notifications

Instrumate delivers account, transactional, and administrative communications, as well as optional marketing and educational communications, through email, SMS/text message, in-app or push notifications, and other means. Email is currently delivered using Google (Gmail SMTP). We may transition to another email-delivery provider, such as Resend, as we scale, and will update our Privacy Policy accordingly.

Transactional and Administrative Messages. When you create an account, book or deliver a lesson, or otherwise use the Services, we will send you messages necessary to provide the Services—for example, account confirmations, enrollment and renewal acknowledgments, lesson reminders and scheduling notices, payment receipts, security alerts, and notices about changes to these Terms or our Privacy Policy. Because these messages are necessary to operate the Services, you may receive them even if you opt out of marketing communications.

Marketing Communications. With your consent where required, we may send you newsletters, updates, promotions, and educational content. You may opt out of marketing communications at any time using the unsubscribe link in an email, by adjusting your account settings, or by contacting us at instrumatemusic@gmail.com.

SMS/Text Messages. Instrumate does not currently operate an automated text-message program. If you provide a mobile number and affirmatively opt in, a member of the Instrumate team may contact you individually by text message to request feedback about your experience or to follow up on your account or Lessons. Message and data rates may apply. Message frequency varies. You may opt out at any time by replying STOP to any such message or by contacting us at instrumatemusic@gmail.com, and you may reply HELP for assistance. Consent to receive text messages is not a condition of purchasing any Lesson or using the Services. If we introduce automated text messages in the future (for example, automated lesson or payment reminders), we will obtain any additional consent required by applicable law before doing so and will update these Terms accordingly.

Consent to Tracking. Our email and messaging providers may use tracking pixels and similar technologies to record opens, clicks, and other engagement, as further described in our Privacy Policy.

Communication Etiquette. The person in whose name an account or email account is registered is responsible for all communications sent to us from that account. You agree not to mask your identity when contacting us, not to send abusive, threatening, or harassing messages, and not to send unsolicited communications other than through our designated channels.

16. User Content: Profiles, Reviews, Messages, and Submissions

• (a) Types of User Content. The Services allow you to create and share User Content, including instructor and student profiles, biographical descriptions, photographs, instrument and style listings, messages between Users, reviews and ratings, and other material you submit (each, a “Submission” where submitted through a form). The following terms apply to all User Content, in addition to any feature-specific guidelines we post.
• (b) Eligibility and Representations. By posting or submitting any User Content, you represent and warrant that: (i) you are at least eighteen (18) years old, or the User Content is posted by or with the consent and supervision of a Parent or guardian; (ii) the User Content is your original work or you have the right to post it; (iii) you own or control all rights necessary to make the User Content and to grant the license below; (iv) the User Content does not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, contractual, moral, or other rights; (v) any factual statements (including reviews and credential claims) are true to the best of your knowledge; (vi) any third parties (including any minor) identified or referenced have, where required, consented to being identified; (vii) the User Content does not contain confidential information of any third party that you are not authorized to disclose; (viii) the User Content does not violate any of the prohibitions in Section 9 (Acceptable Use) above; and (ix) any review or rating reflects your genuine experience and you have not been improperly compensated to post it.
• (c) Ownership; License to Instrumate. You retain ownership of your User Content. However, by posting or submitting User Content, you grant Instrumate, its affiliates, successors, assigns, and authorized sublicensees a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, cache, reproduce, edit, modify, adapt, translate, publish, display, perform, and distribute the User Content in connection with operating, providing, promoting, and improving the Services (for example, to display your profile or listing, deliver messages, show reviews, and facilitate lessons). To the fullest extent permitted by law, you waive any moral rights, rights of attribution, and similar rights in the User Content, except that we will generally attribute reviews and profiles as shown on the Services.
• (d) Instrumate’s Discretion. We are under no obligation to acknowledge, review, publish, retain, or republish any User Content. We may edit, moderate, retitle, condense, decline, unpublish, or remove any User Content at any time without notice.
• (e) No Compensation. Unless otherwise expressly agreed in writing, User Content is provided on a voluntary basis, and you are not entitled to any payment for it or for any use of it by Instrumate (this does not affect Instructor lesson payouts under Section 12).
• (f) Confidentiality of Personal Information. Please consider carefully before sharing personal or sensitive information about yourself or others (including any child) in User Content. You are solely responsible for the consequences of disclosing personal information, and you should obtain consent from any person whose personal information you include.
• (g) No Pre-Screening; Right to Remove. We do not pre-screen all User Content and do not guarantee its accuracy, integrity, or quality. We reserve the right (but undertake no obligation) to monitor, edit, refuse, remove, or take any other action with respect to any User Content at any time and for any reason, in our sole discretion.
• (h) Indemnification. You agree to defend, indemnify, and hold harmless Instrumate (and its officers, directors, members, managers, employees, agents, contractors, and affiliates) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to any User Content, your breach of any representation or warranty in this Section, or any third-party claim relating to your User Content.

17. Feedback

If you choose to provide us with feedback, suggestions, ideas, comments, improvements, or recommendations relating to the Services, the Content, our features, our products, or our business (collectively, “Feedback”), you grant Instrumate a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, publish, distribute, and otherwise exploit the Feedback for any purpose, without compensation, attribution, or other obligation to you. Any Feedback you provide is non-confidential, and you agree that we are free to use it without restriction. We are not obligated to act on any Feedback.

18. Third-Party Services and Integrations

The Services may integrate with or rely on third-party products, services, and platforms (currently including Stripe for payment processing, Zoom for video lessons, Hostinger for hosting, Google Firebase for authentication, Google Analytics for analytics, Silktide for cookie consent management, Google (Gmail SMTP) for email delivery, and, if and when we adopt it, Resend for email delivery, our bank for ACH payouts to Instructors, and Meta platforms for advertising). Your use of any third-party service is subject to that third party’s own terms and privacy policy. We make no representations or warranties regarding any third-party service, and any transaction or interaction with a third party (including our payment processor or a video provider) is between you and that third party.

The Services may from time to time include promotional or sponsored content or partnerships. We will identify any such content with a clear and conspicuous disclosure consistent with applicable law and the FTC’s guidance on endorsements.

19. Promotions, Contests, and Special Events

From time to time, Instrumate may run contests, sweepstakes, surveys, giveaways, referral programs, promotional lesson pricing, or similar promotions (each, a “Promotion”). Each Promotion will be governed by its own official rules or terms, which will be posted in connection with the Promotion. Promotion rules will control over any conflicting provision of these Terms with respect to that Promotion. Promotions may have age, residency, or other eligibility restrictions and may be void where prohibited.

20. Intellectual Property; Trademarks

• (a) Ownership. The Services and all Content (other than User Content) are owned by or licensed to Instrumate and are protected by U.S. and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws. The selection, coordination, arrangement, and compilation of all Content on the Services is also protected.
• (b) Restrictions. Other than as expressly permitted by these Terms, you may not copy, reproduce, modify, republish, post, transmit, distribute, sell, license, publicly perform, publicly display, broadcast, syndicate, redistribute, or otherwise exploit any Content without our prior written permission.
• (c) Trademarks. “Instrumate,” “Parallel Fifths,” the Instrumate logo, and any related logos, marks, taglines, slogans, design marks, and brand elements are trademarks, service marks, or trade dress of Instrumate, whether registered or unregistered (some of which may be the subject of pending applications). Nothing on the Services should be construed as granting any license or right to use any of our marks without our prior written permission. You may not use our marks in any manner that is likely to cause confusion, which disparages or discredits Instrumate, or that suggests sponsorship or endorsement by Instrumate of any product, service, or party. All other trademarks appearing on the Services are the property of their respective owners.
• (d) Third-Party Trademarks. Third-party trademarks, service marks, logos, brand imagery, brand elements, and other proprietary identifiers (collectively, “Third-Party Marks”) may appear on the Services from time to time, including in connection with navigation icons, social-media links, payment or integration providers, or otherwise. All Third-Party Marks are the property of their respective owners. Their appearance on the Services is for identification, attribution, navigation, or similar purposes only, and does not imply any affiliation with, sponsorship by, or endorsement by the trademark owner. No license to use any Third-Party Mark is granted to you by these Terms or by their appearance on the Services. If you are the owner of a Third-Party Mark and believe its use on the Services is improper, please contact us at instrumatemusic@gmail.com.
• (e) Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by Instrumate and its licensors. No implied licenses are granted under these Terms.

21. Third-Party Links and Services; Linking to Services

• (a) Outbound Links. The Services may include links to third-party websites, services, products, or resources that we do not own or control (including payment, video, social media platforms, and other third-party content and services). These links are provided for your convenience and reference only. We do not control, endorse, or assume any responsibility for the content, privacy practices, terms of use, accessibility, or any other aspect of any third-party site or service. Your interactions with any third party are solely between you and that third party. We encourage you to review the terms of use and privacy policies of any third-party site you visit.
• (b) Linking To Us. You may link to publicly accessible Instrumate pages using their canonical URLs, provided that the link: (i) does not present false, misleading, or disparaging information about Instrumate; (ii) does not imply sponsorship, endorsement, or affiliation by Instrumate that does not exist; (iii) does not frame, in-line, or otherwise embed Content in a manner that obscures Instrumate’s branding or attribution; and (iv) is removed promptly upon our request. We reserve the right to revoke linking permission at any time and in our sole discretion.

22. Copyright Infringement (DMCA)

Instrumate respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (the “DMCA”). It is our policy, in appropriate circumstances and at our discretion, to terminate access for users who are repeat infringers.

(a) Notice of Alleged Infringement. If you believe that any material on the Services infringes a copyright that you own or control, please send a written notice to our designated copyright agent that includes:

• (i) a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• (ii) identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of those works);
• (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity, with information reasonably sufficient to permit us to locate the material (such as a URL);
• (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;
• (v) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• (vi) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

(b) Designated Copyright Agent. Send DMCA notices to:

(c) Counter-Notice. If you believe in good faith that material you posted (or that was attributed to you) was removed or disabled by mistake or misidentification, you may submit a counter-notice that complies with 17 U.S.C. § 512(g)(3). A valid counter-notice must include: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; (iv) your name, address, and telephone number; and (v) a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located (or, if your address is outside the United States, for any judicial district in which Instrumate may be found) and that you will accept service of process from the person who provided the original notice or that person’s agent.

(d) Misrepresentations. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages.

23. Trademark Infringement and Other Reports

If you believe that your trademark is being used on the Services in a way that constitutes trademark infringement, or you wish to report any other concern regarding Content on the Services, please contact us at instrumatemusic@gmail.com with: (a) the accurate identity of the rights holder; (b) how we may contact you; and (c) the specific nature of the complaint, including the location of the material at issue.

24. Disclaimer of Warranties

THE SERVICES, THE CONTENT, THE LESSONS, AND ALL MATERIALS, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSTRUMATE AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS (THE “INSTRUMATE PARTIES”) DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE INSTRUMATE PARTIES DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICES OR ANY LESSON OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (D) THE INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, OR CURRENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

WITHOUT LIMITING THE FOREGOING, THE INSTRUMATE PARTIES MAKE NO WARRANTY OR REPRESENTATION REGARDING, AND ARE NOT RESPONSIBLE FOR, THE CONDUCT, QUALIFICATIONS, IDENTITY, BACKGROUND, OR SUITABILITY OF ANY INSTRUCTOR OR STUDENT, THE QUALITY OR OUTCOME OF ANY LESSON, OR THE ACTS OR OMISSIONS OF ANY USER. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND FOR SUPERVISING ANY MINOR.

WITHOUT LIMITING THE FOREGOING, THE INSTRUMATE PARTIES ARE NOT RESPONSIBLE FOR ANY RECORDING MADE BY ANY USER, WHETHER THROUGH ZOOM OR OTHERWISE, OR FOR ANY USE OR DISCLOSURE OF SUCH A RECORDING.

YOU ACKNOWLEDGE THAT THE SERVICES ARE DELIVERED OVER THE INTERNET AND THAT THEIR QUALITY AND AVAILABILITY MAY BE AFFECTED BY FACTORS BEYOND OUR REASONABLE CONTROL. WE ARE NOT RESPONSIBLE FOR ANY CONNECTIVITY ISSUES OR LOSS OF DATA RESULTING FROM SYSTEM OUTAGES, WHETHER PLANNED OR UNPLANNED.

25. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE INSTRUMATE PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, BUSINESS OPPORTUNITY, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, ANY LESSON, OR ANY CONTENT, OR YOUR INTERACTIONS WITH ANY INSTRUCTOR, STUDENT, OR OTHER USER, EVEN IF ANY OF THE INSTRUMATE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE INSTRUMATE PARTIES WILL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY INSTRUCTOR, STUDENT, OR PARENT, INCLUDING ANY HARM, INJURY, OR LOSS ARISING FROM ANY LESSON OR ANY INTERACTION BETWEEN USERS, WHETHER ONLINE OR OFFLINE. YOU ACKNOWLEDGE THAT INSTRUMATE IS A NEUTRAL MARKETPLACE AND IS NOT RESPONSIBLE FOR THE CONDUCT OF ITS USERS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE INSTRUMATE PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU PAID TO INSTRUMATE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.50 USD).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

26. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Instrumate Parties from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your access to or use of the Services; (b) your User Content (including any profile, review, or Submission); (c) for Instructors, the lessons you provide and your interactions with Students and Parents; (d) for Students and Parents, your and your child’s participation in lessons and interactions with Instructors; (e) your violation of these Terms; (f) your violation of any applicable law or regulation; (g) your violation of any third-party right, including intellectual property, privacy, publicity, or contractual rights; (h) any recording you make of a Lesson, including any violation of applicable recording-consent laws; or (i) any dispute between you and any third party (including any other User).

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to fully cooperate with our defense. You agree not to settle any matter without our prior written consent.

You waive California Civil Code Section 1542 (and any analogous statute or common-law principle of any jurisdiction), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

27. Time Limitation on Claims

To the fullest extent permitted by law, any claim or cause of action arising out of or relating to your use of the Services or these Terms must be filed within one (1) year after such claim or cause of action accrued, or it will be permanently barred. This Section does not apply to consumers in jurisdictions in which it is not enforceable.

28. Termination and Suspension

• (a) By Instrumate. We may, in our sole discretion, suspend or terminate your account or access to the Services (or any portion of them) at any time, with or without notice, for any reason or no reason, including if we believe you have violated these Terms or applicable law, or if we believe your conduct is harmful to Instrumate, our other users, any child, or any third party. Termination may include disabling your account, removing your instructor listing, canceling scheduled lessons, and removing User Content you have provided.
• (b) By You. You may stop using the Services at any time and may request that we close your account by contacting us at instrumatemusic@gmail.com or using any account-closure feature we provide. Closing your account does not by itself cancel a recurring Lesson Package; to stop recurring charges, cancel as described in Section 14(d)(iii). You may unsubscribe from marketing emails as described in Section 15.
• (c) Effect of Termination. Upon termination, we have no obligation to retain, store, or provide you with any User Content or other information you provided, except as required by applicable law or our Privacy Policy. Any fees already incurred remain payable, and any lesson payouts owed to Instructors will be handled in accordance with Sections 12(d) and 12(e) and applicable law. Sections that by their nature should survive termination — including, without limitation, Sections 6 (Nature of the Services), 9 (Acceptable Use), 10 (AI/Scraping), 12 (Instructor Terms), 13(f) (Recording), 14 (Payments), 16 (User Content), 17 (Feedback), 20 (IP and Trademarks), 24 (Disclaimer of Warranties), 25 (Limitation of Liability), 26 (Indemnification), 27 (Time Limitation), 29 (Force Majeure), 31 (Governing Law and Dispute Resolution), 32 (Class Action and Jury Trial Waivers), and 35 (Miscellaneous) — will survive any termination of these Terms.

29. Force Majeure

The Instrumate Parties will not be liable or responsible for any delay or failure to perform under these Terms, or for any unavailability of the Services, caused by events or conditions beyond our reasonable control, including but not limited to: acts of God; natural disasters; severe weather; pandemic or epidemic; fire; flood; war; terrorism; civil unrest; labor disputes; governmental orders, regulations, or actions; embargoes; failures or interruptions of public or private telecommunications, internet, hosting, or cloud services; cyberattacks; failures of third-party service providers (including Hostinger, Stripe, Zoom, Google Firebase, our bank or the ACH network, and our other hosting, payment, video, and communication providers); or other comparable causes.

30. Modifications to These Terms; Modifications to Services

• (a) Updates. We may, in our sole discretion, update these Terms from time to time. When we do, we will post the revised Terms on the Services and update the “Effective Date” at the top. If the changes are material, we will provide additional notice (such as by email to account holders, a banner on the Site, or a popup notice). Where the change materially affects a recurring charge or an existing Instructor’s compensation, we will provide not less than thirty (30) days’ advance notice and, where required by applicable law, obtain your affirmative consent. Your continued use of the Services after the revised Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to stop using the Services and close your account.
• (b) Changes to the Services. We reserve the right at any time to modify, suspend, or discontinue all or any part of the Services (including any Content, feature, or lesson offering), and to schedule maintenance, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability.

31. Governing Law and Dispute Resolution

• (a) Governing Law. These Terms and any dispute arising out of or related to these Terms or the Services will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
• (b) Exclusive Jurisdiction. Subject to Section 31(c), any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New York County, New York. You consent to the personal jurisdiction of, and venue in, those courts and waive any objection based on inconvenient forum.
• (c) Informal Dispute Resolution. Before initiating any formal legal action (other than as described in Section 31(d) or 31(e)), you agree to first contact us in writing at instrumatemusic@gmail.com or by mail at the address in Section 36 and provide a brief description of the dispute and your contact information. You and Instrumate agree to use good-faith efforts to resolve the dispute informally for at least sixty (60) days before commencing any formal proceeding. The applicable statute of limitations and any filing-fee deadlines will be tolled during this informal-resolution period.
• (d) Small Claims. Either party may bring an individual action in small claims court for any dispute that qualifies, in lieu of any other proceeding.
• (e) Equitable Relief. Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property, trade secrets, or confidential information, or to enforce Section 10 (AI/Scraping).

32. Class Action Waiver; Jury Trial Waiver

• (a) Class Action Waiver. YOU AND INSTRUMATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. The court (or, if applicable, an arbitrator) may not consolidate more than one person’s claims and may not otherwise preside over any form of representative or class proceeding.
• (b) Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND INSTRUMATE EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.
• (c) Severability of This Section. If the class-action waiver in Section 32(a) is found to be unenforceable as to any claim, that claim must be severed and adjudicated in a court of competent jurisdiction in accordance with Section 31.

33. Electronic Communications and Signatures

You agree to transact with us electronically. Your affirmative act of accessing the Services, creating an account, booking or delivering a lesson, submitting a communication, or clicking a button or checking a box indicating acceptance constitutes your electronic signature and your consent to enter into agreements with us electronically. We may provide notices to you electronically by email (to any address you provide), by SMS or push notification (only if you have opted in or as necessary to administer your account and lessons), or by posting them on the Services. Notices we send by email are effective when sent. Notices we post on the Services are effective when posted. You may withdraw your consent to receive electronic communications by discontinuing your use of the Services and closing your account.

34. Export Controls; Government Users

• (a) Export Controls. You may not access, use, export, re-export, or transfer the Services in violation of any U.S. export control laws (including the Export Administration Regulations) or any other applicable export control laws. You represent that you are not located in, under the control of, or a national or resident of any country that is the subject of comprehensive U.S. economic sanctions and that you are not on any U.S. government list of restricted parties.
• (b) Government Users. Any software made available through the Services is “commercial computer software” or “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202. U.S. government end users acquire only those rights set forth in these Terms.

35. Miscellaneous

• (a) Entire Agreement. These Terms, together with our Privacy Policy and any additional terms we provide for specific features (including any instructor terms, payment terms, and cancellation/refund policies), constitute the entire agreement between you and Instrumate regarding the Services and supersede any prior or contemporaneous agreements, communications, or understandings with respect to the Services.
• (b) Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
• (c) No Waiver. Our failure to enforce any provision of these Terms will not be deemed a waiver of our right to do so later. No waiver is effective unless made in writing and signed by an authorized representative of Instrumate.
• (d) Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms (in whole or in part), or transfer our rights and obligations, without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, financing, or change of control.
• (e) Relationship of Parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Instrumate. Instructors are independent contractors as described in Section 12. Neither party has authority to bind the other.
• (f) No Third-Party Beneficiaries. Except for the Instrumate Parties (who are intended third-party beneficiaries of Sections 24, 25, and 26), these Terms are solely for the benefit of you and Instrumate and do not confer any rights on any third party.
• (g) Headings. Section headings are for convenience only and have no substantive effect.
• (h) Conflicts. In the event of any conflict between these Terms and additional terms or rules applicable to a specific feature, the additional terms control with respect to that feature, and these Terms otherwise remain in effect.
• (i) Notices. We may provide notices to you as described in Section 33. You must send any notices to us by email at instrumatemusic@gmail.com or by mail to Parallel Fifths, LLC d/b/a Instrumate, #1025, 91 Pompton Avenue #93, Cedar Grove, NJ 07009.
• (j) Interpretation. The words “include,” “includes,” and “including” mean “include without limitation,” “includes without limitation,” and “including without limitation,” respectively. References to “Sections” are to sections of these Terms unless otherwise indicated.

36. Contact Us

If you have questions about these Terms, please contact us: