Terms of Service

​Last Updated: January 26, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE AND THE PRODUCTS AND SERVICES AVAILABLE FOR SALE THROUGH THE SERVICE.

THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).

These Terms of Service (“Terms” or “Agreement”) govern the Sheet Music Plus website at www.sheetmusicplus.com (including both mobile and online versions) (the "Site") and your interactive features, widgets, plug-ins, content, downloads, proprietary software applications and/or other online services that we own and control and that post a link to these Terms (collectively, the "Service"), which are copyrighted works of Hal Leonard LLC and its affiliates and divisions (“SMP,” “Company,” “we,” “our” or “us”).

Hal Leonard LLC, USA, and Hal Leonard Europe Limited (Company Reg. No. 01250515), are the Merchants of Record for all orders placed through the Site.

We take your privacy seriously and operate under the policies and principles outlined in our Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service. By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy.

SMP is part of Muse Group, which is a group of companies that include some of the world's most well-known music technology brands. Muse Group products and services operate under a number of different brands, including but not limited to Ultimate Guitar, Audacity, StaffPad, and Tonebridge. The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes, we would not make the Service available to you.

THESE TERMS ARE A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND SMP WHICH GOVERN YOUR USE OF THE SERVICE. If you want to access or use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree to them.

In some instances, separate guidelines, rules, affiliate program terms and conditions or other terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of service.

1. ACCOUNTS AND ACCOUNT ACCESS; AFFILIATE PROGRAM

A. Account Types. Users can create an account on the Service to receive certain features and/or benefits, depending on the type of account created:

B. Account Access. You may only use the Service if you are over the age to legally consent to data processing in your state or country or if we receive verifiable parental consent for your use of the Service as required in your jurisdiction. At minimum, no one under thirteen (13) years of age is allowed to create an account or use the Service. In order to access or use some (or potentially all) of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and/or purchase a subscription as described in Section 4). The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy . If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity or is offensive. We may reject the use of any password, username or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current and complete; (iii) You are solely responsible for all activities that occur under your account, password and username, whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username or password; (v) You will immediately notify us of any unauthorized use of your account, password or username, or any other breach of security; and (vi) You will not sell, transfer or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete or violates these Terms, any Additional Terms or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies, we may terminate your account. Don’t do anything illegal, abusive towards others or that abuses our Service in any technical or other way.

C. Affiliate Program. Certain corporate sites, personal sites, artist homepages, music teacher sites, non-profit sites and/or any other sites that we determine in our sole and absolute discretion can earn commissions from our affiliate program (the “Affiliate Program”). For more information about our Affiliate Program, please visit Sheet Music Plus - Affiliates Program. If you have any questions about our Affiliate Program, please contact us at [email protected].

2. SERVICE CONTENT, OWNERSHIP, LIMITED LICENSE AND RIGHTS OF OTHERS.

A. Content. The Service contains a variety of: (i) materials and other items relating to SMP, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service and the compilation, assembly and arrangement of the materials of the Service and any and all copyrightable material (including source and object code), including, without limitation, licensed units (as designated by us) of specific sheet music listed in SMP’s then-current sheet music catalog posted on the Site (each, an “Item”); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of SMP (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing collectively, “Content”).

B. Ownership. The Service (including past, present and future versions) and the Content are owned or controlled by SMP, our licensors and/or certain other third parties. All right, title and interest in and to the Content available via the Service is the property of SMP or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Unless otherwise stated, including with respect to licensed Items, SMP owns the copyright in the selection, compilation, assembly, arrangement and enhancement of the Content on the Service.

C. Limited License. Subject to your strict compliance with these Terms (including payment of any requested subscription fee pursuant to Section 4 below) and any Additional Terms, SMP grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to download (temporary storage only), display, view, use and/or print one (1) copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in SMP’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of SMP and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications or other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 6 below.

3. SERVICE AND CONTENT USE RESTRICTIONS

A. Service Use Restrictions. You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices or selling products, inclusion in contests or sweepstakes or participating in pyramid schemes); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, racist, harassing or abusive, or that violate any right of any third party, or are otherwise objectionable to SMP; (iv) reverse engineer, decompile, disassemble, reverse assemble or modify any Service source or object code or any software or other products, services or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, SMP or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content or the User-Generated Content (defined below); (vii)scrape, harvest or otherwise collect or store any Content or hosted information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users and SMP); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms. SMP reserves the right to block or deny access to the Service to anyone at any time for any reason.

B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool or any other automatic device, utility, or manual process of any kind; (ii) you will not copy, store or use any Content to develop or train large language models (LLMs) or other artificial intelligence (AI) tools, without with the prior written consent of an officer of SMP; (iii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text or page layout); (iv) you will keep intact all Trademark, copyright and other intellectual property notices contained in such Content; (v) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services or brands; (vi) you will not make any modifications to such Content; (vii) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of SMP or, in the case of Content from a licensor, the owner of the Content; and (viii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Service and Content. SMP may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in SMP’s sole discretion, and without advance notice or liability.

D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom or otherwise. All rights not expressly granted to you are reserved by SMP and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.

4. TERMS APPLICABLE TO PURCHASES AND SUBSCRIPTIONS

A. Generally. To purchase any products or services, including a license to any Item or any material offered for sale, or to purchase access and use of subscriptions we make available for sale on the Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence or if you are a minor, have a valid credit or debit card where an adult has listed you as an authorized user of their card. Prior to the purchase of any products, services or subscriptions, you must provide us with a valid credit card number or debit card number and associated payment information, including, without limitation, all of the following: (i) your name as it appears on the card, (ii) your card number, (iii) the card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card or payment account. By submitting any information to us or to our third-party credit card processor, you agree that you authorize us and/or our processor to charge your card/account at our convenience. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, shipping and handling fees, and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. For debit card information submitted, you will be required to agree to debit authorization upon submitting your debit card for payment. YOU HEREBY AUTHORIZE COMPANY TO BILL YOUR CREDIT OR DEBIT CARD OR PAYMENT ACCOUNT THE FEES LISTED ON THE SITE FOR THE ITEM, MATERIAL OR SUBSCRIPTION ORDERED BY YOU.

B. Subscription Term & Termination. Except in the event of a free trial offer, your subscription will commence as of the date your payment for a subscription is received by SMP. Your subscription will continue in full force for the length of the term you specifically purchased (e.g., monthly, yearly, etc.) until such time as you cancel the subscription as further explained below (the “Subscription Term”). In the event that you cancel a subscription in the middle of your Subscription Term, you will not be entitled to receive a refund for the unused portion of the remainder of that Subscription Term. SMP will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your subscription, if: (i) you fail to pay SMP any amount due to SMP under these Terms; and/or (ii) you materially breach any term or condition of these Terms. SMP shall have the right to terminate these Terms and suspend your access to your subscription with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for access to the subscription. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your subscription will terminate.

C. Free Trials and Promotional Offerings. We may offer promotional trial subscriptions to access the Service for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a free trial, you may be required to provide your credit/debit card number and SMP will confirm your credit/debit card is valid. When we process your credit/debit card, some credit/debit card companies may place a temporary hold on your account for your first payment. Please contact your credit/debit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. IF YOU ARE REQUIRED TO ENTER PAYMENT INFORMATION TO RECEIVE YOUR FREE TRIAL, ONCE YOUR FREE TRIAL ENDS, WE OR A THIRD PARTY WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.

D. Auto-Renewal of Subscriptions. If you purchase a subscription to the Service, your subscription will automatically renew at the end of your Subscription Term continuously and indefinitely without action by you, and the subscription fee will be charged to you at the time of renewal, until you cancel. An enrollee whose subscription fee has been paid is entitled to all privileges included in the subscription until the subscription is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and service fees (collectively, “Fees”). The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to these Terms. The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Subscription Term will be the then current subscription-rate. The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize SMP to charge your payment method for these amounts. SMP reserves the right to change the pricing of subscription at any time. In the event of a price change, SMP will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your subscription and any products/services offered in your subscription package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price/subscription package change and authorize SMP to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify SMP in writing within sixty (60) days after they first appear on an account statement.

E. Cancellation of Subscription. You have the right to cancel your subscription at any time. If you purchased a subscription through the Site, cancel through the Site by accessing your account settings, but you must do so before the end of the current Subscription Term or another time period stated by us in connection with the subscription. Further information on how to cancel can be found here. If you have issues cancelling your subscription, please contact us for assistance by emailing us at [email protected]. Cancellation of initial subscription any time after purchase will result in forfeiture of the Fees. Upon cancellation, you lose access to certain benefits and/or the areas of the Service designated for subscribers only. This could include any credit and other data, lists and analyses that have been displayed during your membership.

F. Methods of Payment, Credit Card Terms and Taxes. All payments must be made through any of the methods that are accepted at the time of payment by us or by our payment services provider, which may include the following payment methods: Visa, Mastercard, American Express, Discover, JCB, Maestro, UnionPay, Elo, Hiper, Hipercard, Verve and PayPal, and any other payment methods we may offer in the future. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card or payment account, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a card or account holder. If for any reason your default payment method is declined or no longer available, you authorize us to charge any other payment method that you have authorized for use on your account with us. You will remain responsible for any uncollected amounts. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR METHOD OF PAYMENT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us in writing of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, without limitation, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any states or localities that we deem is required in accordance with our order policy in effect at the time of purchase.

G. Return Policy. All purchases of products and/or services made through the Service are subject to our return policy and orders/shipping policy in effect at the time of purchase. Our current Return Policy can be found here and is incorporated into these Terms by reference. Products purchased from us may be delivered to you by a third-party delivery company, pursuant to a shipping contract. You shall become the owner of the products and shall assume the risk of loss at the time of delivery by us of the products to the third-party delivery company. We shall not be in default if delivery is delayed or rendered impossible by forces of nature, war, civil commotion, governmental action, terrorism, fire, storm, flood, explosion, strikes, walkouts, pandemic, other industrial disturbances, utility, services or transportation interruptions, or any other cause beyond our reasonable control. For subscriptions, while you may cancel your account at any time, there are no refunds for cancellation. In the event that SMP suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account or for anything else.

H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell or that the price or availability of an item has been confirmed. We reserve the right at any time after receipt of your order to accept or decline your order, or otherwise cancel your order, for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item or refuse to fulfil your order (in whole or in part). Your order will be deemed accepted by us upon our delivery of the products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card in the amount charged for the cancelled portion or the quantity not provided (if your debit card has already been charged for the order); or (iii) we will not charge your credit/debit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effectuated until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for and your credit/debit card or other third-party payment account may be charged for the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your order was received. We may refuse any order that is connected with a previous credit card dispute or previous apparent fraudulent activity. We may refuse to accept any order if fraudulent activity is suspected and we may refuse to process any subsequent order from a customer who has a history of placing fraudulent orders.

I. No Responsibility to Sell Mispriced Products. We do our best to describe every item, product or service offered on the Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we shall have the right to revoke any stated price and to correct the error, inaccuracy or omission (including after a purchase has been made) or to refuse or cancel any orders in our sole discretion (including any accepted orders). If we charged your credit/debit card or other account prior to cancellation, we will issue a credit or refund to your account in the amount of the charge. Additional terms may apply. If a product you purchased from us is not as described on the Service, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging, subject to the terms of our Return Policy.

J. Modifications to Prices, Products and Billing Terms. Purchases of products and services on the Service are subject to availability. All descriptions, images, references, features, content, information, specifications, products and prices described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability and services, including for any items sold by third parties (if any). Descriptive, typographic and photographic errors are subject to correction and we shall have no liability of any kind for such errors. We strive to display as accurately as possible the colors of the products shown on the Service; however, we cannot and do not guarantee that your monitor’s display of any color will be accurate. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. SMP RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.

K. Offers and Discounts. For most promotional offers, such as coupons, vouchers and discounts, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously purchased merchandise, gift cards, taxes or shipping, and there is no cash value. Limit one (1) offer per order. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as coupons and promotional code restrictions vary. We reserve the right to modify, suspend, impose conditions on or cancel offers at any time without notice. If you return any of the items purchased with a discount offer, the discount or value may be subtracted from the return credit or refund. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable sales tax related to the use of the offer.

5. USER-GENERATED CONTENT

A. User-Generated Content.

(i) General. SMP may now or in the future offer users of the Service the opportunity to create, post, upload, display, publish, distribute, transmit, broadcast or otherwise make available on or submit through the Service (collectively, “submit”) product reviews, testimonials, messages, text, illustrations, files, images, graphics, photos, comments, feedback, surveys, responses, sounds, music, videos, information, content, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). SMP may allow you to do this through forums, workspaces, email, and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.

(ii) Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Service’s posted Privacy Policy [LINK] [MAK1] or any Additional Terms, you agree that: (1) your User-Generated Content will be treated as non-confidential—regardless of whether you mark them “confidential,” “proprietary” or the like—and will not be returned; and (2) SMP does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon SMP’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with SMP, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, SMP retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. SMP’s receipt of your Unsolicited Ideas and Materials is not an admission by SMP of their novelty, priority or originality, and it does not impair SMP’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii) License to SMP of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, you grant to SMP the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market and promote the same. Without limitation, the granted rights include the right to: (1) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format and remove such User-Generated Content and combine same with other materials; and (2) use any ideas, concepts, know-how or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights, metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to SMP to your User-Generated Content, you also hereby grant to SMP, and agree to grant to SMP, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(A)(iii).

(iv) Exclusive Right to Manage Our Service. SMP may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept or otherwise make use of, any of your User-Generated Content, and SMP may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, racist, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such User-Generated Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain or otherwise use such User-Generated Content on the Service or elsewhere.

(v) Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content: (1) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant SMP the rights to it that you are granting by these Terms and any Additional Terms, all without any SMP obligation to obtain consent of any third party and without creating any obligation or liability of SMP; (2) the User-Generated Content is accurate; (3) the User-Generated Content does not and, as to SMP’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (4) the User-Generated Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.

(vi) Enforcement. SMP has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at SMP’s cost and expense, to which you hereby consent and irrevocably appoint SMP as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your online or offline interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

C. Alerting Us of Violations. If you discover any content that violates these Terms, then you may report it to us at [email protected][MAK2] .

D. Additional Guidelines for Customer Reviews. The following guidelines apply to User-Generated Content that constitutes a review of an SMP product or service (each, a “Review”), and these additional guidelines shall apply in the event that your User-Generated Content is a Review:

6. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

A. DMCA Notice. SMP will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);

(iv) your full name, address, telephone number and email address;

(v) a statement by you 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

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

SMP will only respond to DMCA Notices that it receives by mail or email at the addresses below:

By Mail: Sheet Music Plus, Attn: Customer Service, 7777 W. Bluemound Road, P.O. Box 13819, Milwaukee, WI 53213

By Email: [email protected]

It is often difficult to determine if your copyright has been infringed. SMP may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and SMP may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting SMP’s other rights, SMP may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by SMP.

B. Counter-Notification. If access on the Service to a work that you submitted to SMP is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: “DMCA Counter-Notification”;

(ii) a description 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 access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it 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 of the material to be removed or disabled;

(iv) your full name, address, telephone number, email address and the username of your account (if applicable);

(v) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Delaware), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

1. NOTICES AND QUESTIONS

You agree that: (a) we may give you notices of new, revised, or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.

If you have a question regarding using the Service, you may contact us at [email protected] . You acknowledge that the provision of customer support is at SMP’s sole discretion and that we have no obligation to provide you with customer support of any kind.

2. LINKS BY YOU TO THE SERVICE

We grant you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with SMP or cause any other confusion; and (c) the links and the content on your website do not portray SMP or its products or services in a false, misleading, derogatory or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, racist, harassing, or abusive or that violates any right of any third party or are otherwise objectionable to SMP; (d) the links do not frame, surround, obfuscate or create a browser or border environment around any of the Content; and (e) the links do not support, endorse or encourage piracy or the unauthorized exploitation of intellectual property rights. If you are the operator of a commercial website and would like to link to the Service on your website, please contact us by emailing [email protected]. We reserve the right to remove or block links at any time and for any reason in our absolute discretion.

3. LINKED-TO WEBSITES; ADVERTISEMENTS; DEALINGS WITH THIRD PARTIES

A. Linked Services; Advertisements. The Service may contain links, as part of third-party ads on the Service or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers, licensors, licensees, recruitment services and certain other third parties who may have business relationships with SMP. SMP may have no control over the content, operations, policies, terms or other elements of Linked Services, and SMP does not assume any obligation to review any Linked Services. SMP does not endorse, approve or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services or other items. Furthermore, SMP is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, SMP will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services. SMP disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security and the like). SMP disclaims all liability in connection therewith. You hereby release and forever discharge us (and our officers, employees, agents, successors and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Linked Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "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."

4. WIRELESS FEATURES

A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.

5. Binding Arbitration; Class Waiver; Waiver of Trial by Jury

PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of SMP’s actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 11(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 11(A). Your notice to us must be sent via certified U.S. mail to: Sheet Music Plus (Attn: Customer Service), 7777 W. Bluemound Road, P.O. Box 13819, Milwaukee, WI 53213. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, SMP and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and SMP in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or SMP to resolve the Dispute or Excluded Dispute on terms with respect to which you and SMP, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 11(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and SMP agree that we intend that this Section 11(A) satisfies the “writing” requirement of the FAA.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 11(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND SMP OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between SMP and you regarding these Terms (and any Additional Terms) and the Service including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. SMP and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 11(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and SMP regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 11 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of SMP consent to in writing.

C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 11(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules). The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require SMP to pay a greater portion or all of such fees and costs in order for this Section 11 to be enforceable, then SMP will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 11(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

D. Special Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar claims are asserted against SMP by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for SMP shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision, subject to Section 11(E) below. In the bellwether process, a single arbitrator shall preside over each case. Only one (1) case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, SMP and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, SMP and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with SMP and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. SMP does not agree or consent to class arbitration, private attorney general arbitration or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 11(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 11(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 11(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against SMP.

E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 11(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 11(A); (ii) filing for arbitration with JAMS as set forth in Section 11(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.

F. Injunctive Relief. The foregoing provisions of this Section 11 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, User-Generated Content, these Terms and/or SMP’s intellectual property rights (including such SMP may claim that may be in dispute), SMP’s operations, and/or SMP’s products or services.

G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 11(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 11(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 11(H). Notwithstanding any other provision of this Section 11, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.

H. Federal and State Courts in Delaware. Except where arbitration is required above, small claims actions or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in Delaware. Accordingly, you and SMP consent to the exclusive personal jurisdiction and venue of such courts for such matters.

I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.

J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Delaware, without regard to its conflicts of law provisions.

6. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, SMP, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agencies, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, the “SMP Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a) the Service (including the Content and the User-Generated Content);

(b) the functions, features or any other elements on, or made accessible through, the Service;

(c) any products, services or instructions offered or referenced at or linked through the Service;

(d) security associated with the transmission of your User-Generated Content to SMP via the Service;

(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses and other technologies that could adversely impact your Device);

(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, reliable, or safe;

(g) whether any defects to, or errors on, the Service will be repaired or corrected;

(h) whether your access to the Service will be uninterrupted, timely, secure or error-free;

(i) whether the Service will be available at any particular time or location; and

(j) whether your use of the Service is lawful in any particular jurisdiction.

WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTIONS’ LAWS ARE APPLICABLE.

7. LIMITATIONS OF OUR LIABILITY

TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY SMP PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages that are directly or indirectly related to:

(a) the Service (including the Content and the User-Generated Content);

(b) your use of or inability to use the Service, or the performance of the Service;

(c) any action taken in connection with an investigation by SMP Parties or law enforcement authorities regarding your access to or use of the Service;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any injury you sustain directly or indirectly as a result of your use of the Service or any products or services purchased through the Service;

(f) any errors or omissions in the Service’s technical operation; or

(g) any damage to any user’s computer, hardware, software, modem or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if SMP Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure or destruction of the Service).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTIONS’ LAWS ARE APPLICABLE.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMP PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID SMP TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

14. UPDATES TO TERMS

These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. We reserve the right to add, delete, change or modify parts of these Terms at our sole discretion and at any time without notice or liability to you. You agree that: (i) we may give you notices of new, revised or changed Terms and other important matters by prominently posting notice on the webpage hosting these Terms, or in another reasonable manner that we may elect; and/or (ii) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or Additional Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the homepage hosting these Terms and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.

15. GENERAL PROVISIONS

A. SMP’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grant SMP a right of consent or approval, or permits SMP to exercise a right in its “sole discretion,” SMP may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by SMP without being in writing and signed by an officer of SMP.

B. Indemnity. You agree to, and you hereby, defend, indemnify and hold SMP Parties harmless from and against any and all claims, suits, actions, demands, actions, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) SMP Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by SMP Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, SMP Parties retain the exclusive right to settle, compromise and pay any and all Claims and Losses. SMP Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an SMP Party.

C. Operation of Service; Availability of Products and Services; International Issues. The Service is operated in the United States. SMP makes no representation that the Service is appropriate or available for use beyond the United States. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service or other feature described or available on the Service to any person, entity, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

D. Export Controls. Software related to or made available by the Service may be subject to export controls of the United States. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.

E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

G. Investigations; Cooperation with Law Enforcement; Termination; Survival. SMP reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by SMP in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to SMP under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from SMP, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to SMP in these Terms, as well as the indemnities, releases, disclaimers and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action and mandatory arbitration.

H. Assignment. SMP may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of SMP.

I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or SMP in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict SMP’s right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.

J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.