Terms of Service for Tonara Connect

Tonara Inc., a company incorporated in the State Delaware, (collectively, "Tonara", "us", "our", or "we"),  has developed a platform allowing music teachers ("Teachers") and students ("Students") to connect with one another on the Tonara Connect platform ("Tonara Connect") available to you through our website and/or our mobile application (collectively, "Platform"). These Terms of Service ("Terms") govern your access and use of Tonara Connect through the Platform and the services available thereon, including without limitation: (i) for Teachers: offering services as a music Teacher to Students by creating a Teacher profile on Tonara Connect, scheduling classes and communicating with Students through Tonara Connect, and (ii) for Students: locating Teachers, contacting Teachers, scheduling classes and participating in music lessons provided by Teachers on an ongoing basis, all as available from time to time (collectively, "Services"). Our Privacy Notice , ("Privacy Notice") governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). "You" means an individual using the Services as a Student or as a Teacher, as applicable.

Please read these Terms carefully. By clicking on the button marked "I agree" upon your registration to the Services you signify your assent to these Terms. Changes may be made to these Terms from time to time, each such change shall be effective 10 days after it is published. Your continued use of the Services following any notification of such changes signifies your assent to the amended Terms, once effective. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not use the Services

 

  1. Use of Services
    • 1.1. Subject to these Terms, Tonara allows you to access and use Tonara Connect, the Platform and the Services on a non-exclusive basis. Tonara may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Services; provided that with respect to any Services for which you have paid and have not received solely due to Tonara's modification or discontinuance of Tonara Connect, Tonara shall provide you with a pro-rated refund.
    • 1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (e) any User content (as defined below) that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; (f) you have all necessary rights and authorities to submit any User Content you upload in connection with Tonara Connect; and (g) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of Tonara Connect, the Platform and/or Services.
    • 1.3. During your use of Tonara Connect, the Platform and/or Services, please do not provide any sensitive personal data and/or any persona data about yourself or anyone else that is subject to a special regulatory regime (such as data regarding health, religion, sexual orientation, etc.). Tonara reserves the right to delete such information immediately.
    • 1.4. Use of the Services by a Student. By using Tonara Connect as a Student, you acknowledge that Tonara provides the Services as an undisclosed agent. Tonara is not and shall not be responsible for the conduct or behavior of any of the Teachers on or off Tonara Connect to the extent arising out or in connection with such Teacher's negligence, misconduct or fraud. Should you, as a Student have any questions or complaints with regard to any Teacher, lesson or other services provided by a Teacher, please contact the relevant Teacher or us.
    • 1.5. Use of the Services by a Teacher. By using the Tonara Connect as a Teacher, you acknowledge that Tonara provides the Services as an undisclosed agent and that you are a service provider of Tonara. As a Teacher, you shall be responsible for the type of classes you provide, their availability and pricing. Tonara is not and shall not be responsible for Student's availability, level or the conduct or behavior on or off Tonara Connect. You undertake to provide any and all classes to Students diligently, in accordance with best industry practice and the highest standard.
  2. Account Registration
    • 2.1. In order to use the Services, you will need to have a registered account. Upon registration you will be asked to register as either a Student or a Teacher, as applicable. You can register by logging in through your Facebook, Gmail or other third-party login account ("Login Account") as may be permitted by Tonara from time to time. By registering through a Login Account you represent and warrant that such Login Account is yours and that you have full rights to provide us with the information in such Login Account. To complete the registration process, you must provide all (additional) registration information as requested by us. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.
    • 2.2. Tonara may refuse to open an account for any individual at its sole discretion.
    • 2.3. You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Tonara will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Tonara harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at support@tonara.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.
  3. Termination of Account
    • 3.1. You agree that Tonara may for any reason, at its sole discretion and without notice, suspend or terminate your account, and may remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing or abusive behavior, (iii) behavior that is illegal or harmful to other users, third parties, or the business interests of Tonara; or (iv) failure to make payment in accordance with the terms specified herein, including chargebacks. If your account is terminated, you may not rejoin Tonara again without express permission. Upon termination of your account, you shall not have any further access to any Content that may be available through your account.
    • 3.2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
    • 3.3. You may request termination of your Tonara account at any time and for any reason by sending an email to support@tonara.com. Following such request, Tonara shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
  4. Fees and Payment
    • 4.1. Students. Upon scheduling a class or subscribing for ongoing support as a Student with a Teacher, you agree to pay us the fees as specified by such Teacher on Tonara Connect in accordance with the type of service which you have purchased. Payments are to be made in advance of the provision of the applicable service. You will be asked to provide customary billing information such as name, billing address and credit card information either to Tonara or its third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided via a third-party online payment processor.
    • 4.2. Teachers. You, as a Teacher, agree to pay Tonara a fee equal to a certain percentage as detailed on Tonara Connect and as may be amended from time to time, of any and all products or services you sell to each Student on Tonara Connect exclusive of any taxes, VAT, charges, costs, expenses or customs duties, which shall be added to the Fee if and as applicable (the "Fee"). The Fee shall be calculated based on the type of services and prices you offer to Students, and will be disclosed to you upon your registration as a Teacher and provision of such details on Tonara Connect. Following provision of the services by you to each Student you teach and subject to receipt by Tonara (or any third party payment processor on its behalf) of payments from each such Student, Tonara shall pay you a fee for the services you provide to such Students after deduction of the Fee payable by you to Tonara. You shall be responsible for paying any direct or indirect taxes, including any GST, VAT or otherwise, which may apply, depending on your residency and/or location. You represent and warrant that you comply, and will continue to comply throughout the term of these Terms, with your obligations under income tax provisions in your jurisdiction. The price of any and all products and services you offer on Tonara Connect to Students shall be inclusive of all abovementioned taxes and charges that may apply to you.
    • 4.3. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policy before using such services.
    • 4.4. Where applicable, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.
    • 4.5. Please note that Tonara may impose or deduct foreign currency processing costs on or from any payments or payouts by Tonara in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.
  5. Content
    • 5.1. Certain types of content may be made available through the Services. "Content" as used in these Terms means, collectively, all content on or made available through the Services, including any images, photos, pictures, videos, or recommendations, and any modifications or derivatives of the foregoing. Tonara may allow you to post certain content including but not limited to information, certifications, images and/or pictures and/or videos and/or feedback and ratings on or through the Services, referred to herein as "User Content".
    • 5.2. Tonara provides an online messaging system, which allows: (i) Students to ask Teachers questions about the services such Teacher provides, and (ii) Teachers to send Students materials, receive and respond to Student's questions about the services Teacher provides, and to otherwise allow communication between Students and Teachers. Such correspondences constitute User Content and are not private, may be saved for future reference and may be used by Tonara.
    • 5.3. Content comes from a variety of sources. You understand that Tonara is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Students must agree to these Terms when registering, it is possible that other users (including other Students, Teachers or unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
    • 5.4. TONARA DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. TONARA DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT DUE TO TONARA'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
    • 5.5. You acknowledge and agree that Tonara is not a data retention service. You therefore must create backups of your data, including your User Content and Tonara shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
  6. User Content Restrictions
    • 6.1. Tonara has no obligation to accept, display, or maintain any User Content. Moreover, Tonara reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. Any User Content posted or submitted through the Services shall not be considered confidential and may be disseminated by Tonara without compensation to you.
    • 6.2. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts of inhibits use of the Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening Students or Teachers using Tonara Connect; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
    • 6.3. Tonara may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Tonara reserves the right to treat User Content as content stored at the direction of users for which Tonara will not exercise editorial control except when violations are directly brought to Tonara's attention.
    • 6.4. It is possible for others to obtain Personal Data about you due to your use of Tonara Connect, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details or location) for purposes other than what you intended. We are not responsible for the use by any third party of any Personal Data that you disclose on Tonara Connector through any User Content. By making any information available through Tonara Connect you acknowledge that you understand and have agreed to such risks.
  7. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide Tonara Connect, the Platform or Services without our prior written authorization, including framing or mirroring any part of Tonara Connect, the Platform or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use Tonara Connect, the Platform or Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of Tonara Connect, the Platform or Services; (5) use or access another user’s account or password without permission; or (6) use Tonara Connect, the Platform or Services or content thereon in any manner not permitted by these Terms.
  8. Ratings and Reviews. Students may contribute reviews and ratings about Teachers and the service they provide. Reviews and ratings about Teachers are all publicly available on Tonara Connect to all Teachers and Students.
  9. Intellectual Property
    • 9.1. Tonara or its licensors, as the case may be, have all right, title and interest in Tonara Connect, the Platform and/or Services, and any content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of Tonara Connect, the Platform and/or Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in Tonara Connect, the Platform and/or Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms, or Tonara Connect, or the Platform should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Tonara or any third party. If you provide Tonara with any feedback regarding any content on Tonara Connect, the Platform and/or Services, Tonara may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
    • 9.2. You have all right, title and interest in the User Content you submit. By submitting or posting any User Content, you grant Tonara and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, and/or decompile such User Content on, through or in connection with Tonara Connect, in any media formats and through any media channels, including, without limitation, for commercially promoting Tonara Connector any of our Services.
  10. Copyright
    • 10.1. The policy of Tonara is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Tonara will refuse to use and will remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), Tonara will remove any Content (including, without limitation, any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Tonara is to terminate the accounts of repeat infringers in appropriate circumstances.
    • 10.2. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
    • 10.3. If you believe that something appearing on Tonara Connect infringes your copyright, you may send us a notice requesting that it be removed, or that access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at support@tonara.com.
  11. Disclaimers and Disclaimer of Warranty
    • 11.1. All information and content posted on Tonara Connect is for informational purposes only and Tonara provides no guarantees with respect thereto. Your use of Tonara Connect, the Platform and/or Services is at your sole discretion and risk. Tonara Connect, the Platform and/or Services and the Content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that Services will be of good quality or useful for your needs.
    • 11.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO TONARA CONNECT, THE PLATFORM AND/OR SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF TONARA CONNECT, THE PLATFORM AND/OR SERVICES; OR (II) THAT TONARA CONNECT, THE PLATFORM AND/OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON TONARA CONNECT, THE PLATFORM AND/OR SERVICES.
    • 11.3. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
  12. Limitation of Liability
    • 12.1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from use of Tonara Connect the Services, Content, or from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Tonara, and you shall assume any and all liability for any consequences of provision of any incorrect data to us.
    • 12.2. IN NO EVENT SHALL TONARA, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF TONARA CONNECT, THE PLATFORM AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED THEREON, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TONARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID FOR SERVICES PROVIDED AND/OR RECEIVED IN CONNECTION WITH TONARA CONNECTIN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS IN CONNECTION WITH TONARA CONNECT, THEN TONARA's MAXIMUM CUMULATIVE LIABILITY SHALL NOT EXCEED $100.
  13. Indemnification.
    • 13.1. You agree to indemnify, defend, and hold harmless Tonara, its affiliates, and its/their respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Tonara Connect, the Platform or Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.
    • 13.2. Without derogating from the foregoing, if you are a Teacher, you agree to indemnify, defend, and hold harmless Tonara, its affiliates, and their respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from the performance and provision of your services on and/or in connection with the Platform, including any matters relating to payment of VAT and/or taxes.
  14. Third-Party Content. Tonara Connect, or the Platform may provide you with third-party links (including, without limitation, advertisements) to websites, applications, and services. We make no promises regarding any content, goods or services provided by such third parties and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties.
  15. Miscellaneous. These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Tonara or enables you to act on behalf of Tonara. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

Last updated: September 15, 2020