Terms of Use

1- Terms of Service.

Terms of Service Тhis agreement was written in English GB). To the extent any translated version of this agreement conflicts with the English version, the English version controls. Last Updated: November 12, 2020. Welcome to Fstvl.co.uk, the website and online platform of Fstvl Inc. (“Fstvl”, “we,” or “us”). This page explains the terms by which you may use our online platform, website, and software (collectively the “Platform”). By accessing or using the Platform, you signify that you have read, understood, and agreed to be bound by these Terms (“Terms”) and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Platform. This Agreement applies to all visitors, users, and others who access the Platform (“Users”). We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Platform after such changes have been published to our Platform will constitute your acceptance of such revised Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Platform. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and any applicable Supplemental Terms are referred to herein as the “Terms”. 1. Use of the Platform Subject to the Terms, Fstvl grants you a limited license to reproduce portions of the Platform for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Fstvl in a separate license, your right to use the Platform is subject to the Terms. 1.1 Certain Restrictions The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Platform (including images, text, page layout or form) of Fstvl; (c) you shall not use any metatags or other “hidden text” using the Fstvl name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials) or to record all or any portion of any Sessions; (f) you must not copy, rip or capture, or attempt to copy, rip or capture, any audio Content (“Content”) from the Platform or any part of the Platform, other than by means of download in circumstances where the relevant Uploader has elected to permit downloads of the relevant item of Content; (g) You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public any Content that is offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation; (h) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation; (i) You must not rent, sell or lease access to the Platform, or any Content on the Platform, although this shall not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased; (j) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person; (k) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Fstvl employee; (m) You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person; (l) You must not sell or transfer, or offer to sell or transfer, any Fstvl account to any third party without the prior written approval of Fstvl; (m) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping; (n) access the Platform in order to build a similar or competitive Platform, application or service; (o) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (p) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. Any future release, update or other addition to the Platform shall be subject to the Terms. Fstvl, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Platform terminates the licenses granted by Fstvl pursuant to the Terms. 1.2 Third-Party Materials As a part of the Platform, you may have access to materials that are hosted by another party. You agree that it is impossible for Fstvl to monitor such materials and that you access these materials at your own risk. 2. Registration 2.1 Registering your Account In order to access certain features of the Platform you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Platform (“Account”). Your Account gives you access to the Platform and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open an Account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Terms, and that you agree to this Terms on the entity's behalf. You may connect to Fstvl with a third-party service (each such account, a “Third-Party Account”) using a valid account on the social networking service (“SNS”). 2.2 Access through an SNS When you access the Services through an SNS as part of the functionality of the Platform, you may link your Account with Third-Party Accounts, by allowing Fstvl to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Fstvl and/or grant Fstvl access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Fstvl to pay any fees or making Fstvl subject to any usage limitations imposed by such third-party service providers. By granting Fstvl access to any Third-Party Accounts, you understand that Fstvl may access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Platform via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 6.1) for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third- Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Fstvl’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Platform You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the applicable settings or privacy section of the applicable SNS Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND Fstvl DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Fstvl makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Fstvl is not responsible for any SNS Content. 2.3 Registration Data In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data” ); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Platform under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform by minors. You may not share your Account or password with anyone, and you agree to (1) notify Fstvl immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Fstvl has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Fstvl has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Fstvl reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use the Platform if you have been previously removed by Fstvl, or if you have been previously banned from any of the Platform. 3. Sell Online The following terms apply only to Seller Users (“Sellers”). 3.1 Sellers Users of the Platform who possess a valid Account may become Sellers by following the directions on the Platform, at which time Fstvl may require you to provide additional Data. Fstvl may use certain methods to screen potential Sellers in an effort to prevent spam or to prevent repeat abusers of these Terms. Fstvl is providing the Service as a venue for connecting you with potential Buyers. You acknowledge that there is no employment, contractor, or joint-venture relationship between you and Fstvl. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY SERVICES, PRODUCTS AND/OR CONTENT YOU PROVIDE AND SELL. 3.2 Offering Paid Services You will be able to use the Platform to offer paid services, products and content (“Seller Services”) in the field of music at a Fee posted by you. Your Fee constitutes a valid offer to enter into a binding legal agreement with the other Users in accordance with these Terms. 3.3 Seller Account Restrictions You, as a Seller, represent and warrant that you will use the Platform solely to provide Users with Seller Services in the fields of music. Specifically, you hereby represent, warrant, and covenant that you have the requisite knowledge and experience and that you will personally perform all Seller Services using the Platform. You will use any information obtained from the Platform solely in connection with Seller Services, and will not use such information in order to (a) harass, abuse, or harm another person, or (b) to contact, advertise to, solicit, or sell any products or services to any User without that User’s prior explicit written consent. You will not attempt to impersonate another User or person, including, without limitation, any employee of Fstvl or another Seller. At all times, you will use Seller Services in a manner consistent with this Terms and any and all applicable laws and regulations. Without limiting the foregoing and for the avoidance of doubt, Sellers are specifically prohibited from uploading, posting, emailing, transmitting or otherwise making available any information concerning any entity or individual that is confidential, proprietary or trade secret in nature. 4. Payments 4.1 General Payment Terms When required as part of a paid Service, you agree that the credit card information or other payment information you provide is valid and unexpired. We reserve the right to request further information from you to assure security of our Services and in line with our credit card processor’s demands. 4.2 Payment Methods Fstvl Services can be paid with PayPal, your Fstvl balance (“Balance”), as well as other third-party money transmitters and credit card billing services. 4.3 Fee Each Seller, in his own and absolute discretion, shall determine his fee (“Seller Fee”). 4.4 When Charges Take Place For any Fees charged, the Seller Account shall be debited the full Seller Fee when Seller Service is delivered. All funds shall be held in reserve by Fstvl until Seller Service is delivered. 4.5 Payouts Payouts. If the total outstanding Balance exceeds $30 you may initiate a Payout (“Payout”) your Seller Fees earned through the Platform, net of any Service Fees, as described below. Any Payout request shall be processed by PayPal. When completed, all Payouts shall be debited from your Account on the Platform and credited by PayPal to your PayPal Account. 4.6 Service Fees Fstvl will add a commission on top of all Seller Fees paid by Users (hereafter “Service Fees”) depending on the type of service the Seller is providing. In addition, the Platform from time to time may post additional and new Services that may require additional Service Fees. Service Fees are explained to Sellers and are subject to change from time to time at Fstvl’s absolute and sole discretion. 4.7 Taxes Taxes. Fstvl’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Fstvl, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Fstvl for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Fstvl is permitted to pass to its Users that is) the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. 4.8 Withholding Taxes You agree to make all payments of fees to Fstvl free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Fstvl will be your sole responsibility, and you will provide Fstvl with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid. 4.9 Disputes You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: Harvard Business Services Inc., 16192 Coastal Highway, Lewes, DE 19958. 5. Responsibility 5.1 Types of Content You acknowledge that all content is the sole responsibility of the party from whom such Content originated. This means that you, and not Fstvl, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Platform (“Your Content”), and other Users of the Platform, and not Fstvl, are similarly responsible for all Content they Make Available through the Platform, including, but not limited to, photos, videos, musical works, sound recordings, literary works, photographs, audiovisual works, artwork, comments, information regarding commerce offerings listed on the Platform, and messages (collectively, “User Content”). You agree, represent, and warrant that any User Content you upload or transmit to or through the Platform or to us through email is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to upload and transmit the User Content to and through the Platform and grant the rights to the User Content as set forth in these Terms. You must not upload or transmit any User Content to or through the Platform or to us through email that you consider to be confidential or proprietary or the rights to which have not been cleared by you. 5.2 No Obligation to Pre-Screen Content You acknowledge that Fstvl has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Fstvl reserves the right in its sole discretion to pre- screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Fstvl pre- screens, refuses or removes any Content, you acknowledge that Fstvl will do so for Fstvl’s benefit, not yours. Without limiting the foregoing, Fstvl shall have the right to remove any Content that violates the Terms or is otherwise objectionable. 5.3 Storage Unless expressly agreed to by Fstvl in writing elsewhere, Fstvl has no obligation to store any of Your Content that you Make Available on the Platform. Fstvl has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform. You agree that Fstvl retains the right to create reasonable limits on Fstvl’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Fstvl in its sole discretion. 5.4 Protecting Other People's Rights We respect other people's rights, and expect you to do the same. You will not post content or take any action on Fstvl that infringes or violates someone else's rights or otherwise violates the law. We can remove any content or information you post on Fstvl if we believe that it violates this Statement or our policies. If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate. You will not use our copyrights or trademarks, or any confusingly similar marks. You will not post anyone's identification documents or sensitive financial information on Fstvl. 6. Ownership 6.1 Platform Except with respect to Your Content and User Content, you agree that Fstvl and its suppliers own all rights, title and interest in the Platform (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, the Services, or the Platform. 6.2 Trademarks Fstvl’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Platform are the trademarks of Fstvl and may not be used without permission in connection with any third- party products or services. Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners. 6.3 Other Content Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Platform. 6.4 Your Content Fstvl does not claim ownership of Your Content. However, when you as a User post or publish or otherwise transmit Your Content on or in the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 6.5 Requirement that You Be an Owner of or Fully Authorized to Grant the Rights To User Content If you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to upload or transmit to or through the Platform, then you must not upload the User Content to or through the Platform. In addition, if you only own the rights in and to a sound recording, for example, but not to the underlying musical works embodied in such sound recordings, then you must not upload such sound recordings to the Platform unless you obtain all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to sublicense to Fstvl according to these Terms. 6.6 Grant of Licence By uploading or posting Your Content to the Platform, you initiate an automated process to transcode any Content and direct Fstvl to store Your Content on our servers, from where you may control and authorise the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere using the Services. To the extent it is necessary in order for Fstvl to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms and/or to enable your use of the Platform, you hereby grant such licences to Fstvl on a limited, worldwide, non-exclusive, royalty-free and fully paid basis. The foregoing grant of license includes, without limitation, our right to (but not obligation to) submit or transmit User Content for review through our Review Service (our service that provides for the review of music by a community of real musicians), at our election and without notice, provision of feedback, or cost to you; provided, however, that notwithstanding the forgoing, you agree to pay any applicable Service Fees to the extent you affirmatively elect to use the Review Service. The licences granted in this section are granted separately with respect to each item of Your Content that you upload to the Platform. Licences with respect to audio Content, and any images or text within your account, will terminate automatically when you remove such Content from your account. Licences with respect to comments or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the parameters set by the Uploader on the Platform or with the express written consent of the Uploader. Where you repost another user’s Content, or include another user’s Content in a set, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader. 6.7 Representations and Warranties You hereby represent and warrant to Fstvl as follows: 6.7.1 Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licences, consents and permissions necessary in order to use, and (if and where relevant) to authorise Fstvl to use, Your Content pursuant to these Terms, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Platform, any and all Services and any Linked Services. 6.7.2 Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information. 6.7.3 You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Platform and via any Linked Services. 6.7.4 Your Content, including any comments that you may post on the Platform, is not and will not be unlawful, offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation. 6.7.5 Your Content does not and will not create any liability on the part of Fstvl, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Fstvl reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation. 6.8 Liability for Content You hereby acknowledge and agree that Fstvl: (a) stores Content and other information at the direction, request and with the authorisation of its users, (b) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (c) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Fstvl excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto. You hereby acknowledge and agree that Fstvl cannot and does not review the Content created or uploaded by its users, and neither Fstvl nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law. Fstvl and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Fstvl or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders. 6.9 Third Party Websites and Services The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, Linked Services (hereinafter “External Services”). Fstvl does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Fstvl does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services. External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Fstvl with respect to the Platform. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services. Fstvl disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Fstvl with respect to the content or operation of any External Services. 6.10 Blocking and Removal of Content Notwithstanding the fact that Fstvl has no legal obligation to monitor the Content on the Platform, Fstvl reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms, applicable law, or is otherwise unacceptable to Fstvl. Please also note that individual Uploaders have control over the audio Content that they store in their account from time to time, and may remove any or all audio Content or other Content without notice. You have no right of continued access to any particular item of Content and Fstvl shall have no liability in the event that you are unable to access an item of Content due to its removal from the Platform, whether by Fstvl or the relevant Uploader. 6.11 Username Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the Platform, you hereby expressly permit Fstvl to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. 6.12 Your Account Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Fstvl. 6.13 Your Profile Any Content posted by you on or in the Platform (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post a photograph of another person without that person’s permission. 6.14 Feedback You agree that submission of any ideas, suggestions, documents, and/or proposals to Fstvl through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that Fstvl has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Fstvl a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. 6.15 User Conduct As a condition of use, you agree not to use the Platform for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Fstvl’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Fstvl; (vi) interferes with or attempts to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by the Terms; (vii) introduce software or automated agents to the Services so as to produce multiple Accounts or generate automated messages; or (viii) to attempt or engage in, any potentially harmful acts that are directed against the Platform, including but not limited to violating or attempting to violate any security features of the Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Platform. 6.16 Investigations Fstvl may, but is not obligated to, monitor or review the Platform and Content at any time. Without limiting the foregoing, Fstvl shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Fstvl does not generally monitor user activity occurring in connection with the Platform, if Fstvl becomes aware of any possible violations by you of any provision of the Terms, Fstvl reserves the right to investigate such violations and Fstvl may, at its sole discretion, immediately terminate your license to use the Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to you. 7. Interactions with Other Users 7.1 User Responsibility You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Fstvl reserves the right, but has no obligation, to intercede in such disputes. You agree that Fstvl will not be responsible for any liabilities incurred by you as the result of such interaction and Fstvl will not work to resolve any disputes between Sellers and Buyers. IN EXCHANGE FOR THE PRIVILEGE OF ACCESSING THE SERVICES, YOU FURTHER AGREE TO RELEASE Fstvl FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE WITH ONE OR MORE Users. 7.2 Content Provided by other Users The Platform may contain User Content provided by other Users. Fstvl is not responsible for and does not control User Content. Fstvl has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. 7.3 Instructor Ratings Fstvl does not endorse ratings or reviews posted on the Service by Users about Sellers and other Users (“Ratings”) and Fstvl is not responsible for such Ratings. Fstvl reserves the right to remove any Ratings at its sole discretion. 8. Third-Party Services 8.1 Third-Party Platforms The Platform may contain links to third-party Platforms (“Third-Party Platforms”) . When you click on a link to a Third-Party Platform, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another Platform or destination. Such Third-Party Platforms are not under the control of Fstvl. Fstvl is not responsible for any Third-Party Platforms. Fstvl provides these Third-Party Platforms only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Platforms, or their products or services. You use all links in Third-Party Platforms at your own risk. When you leave our Platform, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Platforms, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party. 8.2 Indemnification You agree to indemnify and hold Fstvl, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Fstvl Parties” ) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Platform; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Fstvl reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fstvl in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Platform. 9. Disclaimer of Warranties 9.1 As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE Fstvl PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 1.THE Fstvl PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. 2.ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY EXPERT SESSIONS, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. 3.THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Fstvl MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. 4.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Fstvl, SELLERS, USERS, OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 5.FROM TIME TO TIME, Fstvl MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT Fstvl’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. 10. Limitation of Liability 10.1 Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL Fstvl PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Fstvl HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PLATFORM; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON PLATFORM; OR (5) ANY OTHER MATTER RELATED TO THE PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. 10.2 Cap on Liability THE Fstvl’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50). 10.3 User Content THE Fstvl PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. 10.4 Basis of the Bargain THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Fstvl AND YOU. 11. Procedure for Making Claims of Copyright Infringement It is Fstvl’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Fstvl by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide us with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Platform of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact Fstvl by emailing us at team@Fstvl.co.uk. 12. Term and Termination 12.1 Term The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Platform, unless terminated earlier in accordance with the Terms. 12.2 Prior Use Notwithstanding the foregoing, if you used the Platform prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Platform (whichever is earlier) and will remain in full force and effect while you use the Platform, unless earlier terminated in accordance with the Terms. 12.3 Termination of Services by You If you want to terminate the Services provided by Fstvl, you may do so by (a) notifying Fstvl at any time and (b) closing your Account for all of the Services that you use by following the directions on the Platform. Your notice should be sent, in writing, to Fstvl's address set forth below. 12.4 Effect of Termination Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Fstvl will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. 13. Remedies 13.1 Violations Violations. If Fstvl becomes aware of any possible violations by you of the Terms, Fstvl reserves the right to investigate such violations. If, as a result of the investigation, Fstvl believes that criminal activity has occurred, Fstvl reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Fstvl is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in Fstvl’s possession in connection with your use of the Platform, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Fstvl, its Users or the public, and all enforcement or other government officials, as Fstvl in its sole discretion believes to be necessary or appropriate. 13.2 Breach In the event that Fstvl determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Platform, Fstvl reserves the right to: 1.Warn you via e-mail (to any e-mail address you have provided to Fstvl) that you have violated the Terms; 2.Delete any of Your Content to the Platform; 3.Discontinue your registration(s) with any of the Platform; 4.Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or 5.Pursue any other action which Fstvl deems to be appropriate. 14. International Users This Platform can be accessed from countries around the world and may contain references to Platform and Content that are not available in your country. These references do not imply that Fstvl intends to announce such Platform or Content in your country. Fstvl makes no representations that the Platform are appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are responsible for compliance with local law. 15. General Provisions 15.1 Electronic Communications The communications between you and Fstvl use electronic means, whether you visit the Platform or send Fstvl e-mails, or whether Fstvl posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Fstvl in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Fstvl provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. 15.2 Release You hereby release Fstvl Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Platform Users or third-party Platforms of any kind arising in connection with or as a result of the Terms or your use of the Platform. 15.3 Assignments The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Fstvl’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Fstvl may freely assign the Terms. 15.4 Force Majeure Fstvl shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 15.5 Compliance If you believe that Fstvl has not adhered to the Terms, please contact Fstvl by emailing us at team@Fstvl.co.uk. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. 15.6 Limitations Period YOU AND Fstvl AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE PLATFORM OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 15.7 Dispute Resolution 1.Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Fstvl may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Delaware law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Platform. 2.Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ( “AAA” ). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures” ). 3.You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. 4.You and Fstvl must abide by the following rules: (I) ANY CLAIMS BROUGHT BY YOU OR Fstvl MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (II) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (III) IN THE EVENT THAT YOU ARE ABLE TO DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBIT ©2020 Fstvl • Contact us at: team@Fstvl.co.uk