Terms of service

COALESCE MUSIC, LLC TERMS OF USE

PLEASE READ THESE TERMS OF USE AND ANY POLICIES (COLLECTIVELY THE "AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITES AND SERVICES OFFERED BY COALESCE MUSIC, LLC. ("COALESCE MUSIC, LLC"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://WWW.COALESCEMUSIC.COM/ (HEREINAFTER REFERRED TO AS THE "SITE") AND ALL SERVICES PROVIDED BY COALESCE MUSIC, LLC ON THE SITE (THE “SERVICES”). BY USING THE SITE AND SERVICES OFFERED BY COALESCE MUSIC, LLC, AND INCLUDING BUT NOT LIMITED TO BROWSING THE SITE, YOU, WHETHER AN INDIVIDUAL OR AN ENTITY, (THE “USER” OR “YOU”) ARE EXPRESSLY AGREEING TO BE BOUND BY THESE TERMS OF USE INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK. BY USING THE SITE AND SERVICES OFFERED BY COALESCE MUSIC, LLC YOU HEREBY WAIVE ANY AND ALL CLAIMS CHALLENGING THE APPLICABILITY OR BINDING NATURE OF THE TERMS OF USE. THESE TERMS OF USE APPLY TO ALL USERS OF THE SITE, INCLUDING WITHOUT LIMITATION USERS WHO ARE VENDORS, CUSTOMERS, MERCHANTS, CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE SITE. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE SITE.

  1. COALESCE MUSIC, LLC IS A MARKETPLACE/VENUE

Coalesce Music, LLC acts as a marketplace/venue to allow users who comply with Coalesce Music, LLC's Terms of Use and policies to offer, sell and buy musical instruments and related merchandise from other users. While Coalesce Music, LLC has processes in place to review the veracity and propriety of listings and to vet buyers and sellers, it cannot guarantee the truth, accuracy or legality of listings or the ability of sellers to sell items or the ability of buyers to pay for items.  Coalesce Music, LLC also cannot ensure that a buyer or seller will actually complete a transaction or guarantee the true identity, age, and nationality of a user. Coalesce Music, LLC encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification. You agree that to the fullest extent protected by law, Coalesce Music, LLC is a marketplace/venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or third parties on Coalesce Music, LLC. 

  1. MEMBERSHIP

(A) Age: Coalesce Music, LLC is fully committed to compliance with the Children’s Online Privacy Protection Rule (“COPPA”) as well as applicable contract law. Accordingly, Coalesce Music, LLC's services are available only to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Coalesce Music, LLC may, in its sole discretion, refuse to offer access to, or use of the Site to, any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Individuals under the age of 18 must at all times use Coalesce Music, LLC's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all such cases, the adult is the User and is responsible for any and all activities.

(B) Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by Coalesce Music, LLC's policies as stated in the Terms of Use as well as all other Community Rules, policies and procedures that may be published from time to time on the Site by Coalesce Music, LLC, each of which is incorporated herein by reference and each of which may be updated by Coalesce Music, LLC from time to time without notice to you. To the fullest extent permitted by law, you hereby waive any and all claims and rights with respect to notice of changes to the Terms of Use or other associated policies. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Coalesce Music, LLC from time to time; your use of such services is subject to those additional terms, conditions and policies, which are incorporated into this Agreement by this reference.

(C) Password: Your password is your responsibility. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Coalesce Music, LLC of any unauthorized use of your password or any breach of security. You also agree that Coalesce Music, LLC cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. Except for password managers used in accordance with best practices, you agree not to provide your username and password information in combination to any other party other than Coalesce Music, LLC without Coalesce Music, LLC's express written permission.

(D) Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Coalesce Music, LLC you must provide and maintain valid payment information such as valid credit card information, contact information.

(E) Right to Refuse Service: ACCESS TO COALESCE MUSIC, LLC’S SERVICES AND THE SITE IS A PRIVILEGE GRANTED AT COALESCE MUSIC, LLC’S SOLE DISCRETION. YOU HAVE NO RIGHT TO ACCESS COALESCE MUSIC, LLC’S SITE. Coalesce Music, LLC will terminate any user who it determines is providing services competitive to Coalesce Music, LLC through the Site. Coalesce Music, LLC's services, and all accesses to the Site, are not available to temporarily or indefinitely suspended Coalesce Music, LLC members. Additionally, Coalesce Music, LLC reserves the right, in Coalesce Music, LLC's sole discretion, to cancel unconfirmed or inactive accounts or to disable, deactivate or terminate your account should we have reason to believe you, your Content, or your use of our Services have violated our Terms of Use or Community Rules. Generally, Coalesce Music, LLC will notify you that your account has been disabled, deactivated, or terminated, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.

  1. FEES AND SERVICES

Joining and setting up a shop on Coalesce Music, LLC is free. Coalesce Music, LLC does not charge fees to list an item for sale. Coalesce Music, LLC does charge a percentage of the sale price when the item sells. When you list an item, you have an opportunity to review and accept the fees that you will be charged.

Fees and Termination: If Coalesce Music, LLC terminates a listing or your account, if you close your account, or if the payment of your Coalesce Music, LLC fees cannot be completed for any reason, you remain obligated to pay Coalesce Music, LLC for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). YOU HEREBY EXPRESSLY AGREE THAT COALESCE MUSIC, LLC MAY CHARGE YOUR CREDIT CARD, OR ANY OTHER METHOD OF PAYMENT, ON FILE FOR ANY AND ALL OUTSTANDING OR DELINQUENT FEES OR BALANCES AND WAIVE ANY AND ALL CLAIMS AGAINST COALESCE MUSIC, LLC FOR EXERCISING THIS RIGHT (INCLUDING, FOR EXAMPLE, USING YOUR CONTACT INFORMATION TO AID IN COLLECTING PAYMENT). 

 

  1. ORDER ISSUES, CANCELLATIONS, RETURNS AND REFUNDS

Generally, if you're looking to cancel, return or get refunded for an item you purchased on Coalesce Music, LLC, the first step is to contact the seller. Only sellers have the ability to cancel an order (cancellations must follow Coalesce Music, LLC’s policy, including our anti-discrimination policy.

Additionally, each seller sets their own shop policies regarding things like refunds and returns, and any issues will be governed initially by the seller's refund policy. If you've reached out to the seller and haven't heard back, or if you're unable to resolve your issue, Coalesce Music, LLC may be able to help. Generally, Coalesce Music, LLC can assist with unresolved order issues where the item is not delivered or not as described (i.e., the item received is significantly different from the listing description based on appearance, condition, etc.). However, there are some important details to note for specific situations:

  • If an item arrives not as described, it is within the seller's discretion whether or not to issue a partial refund, pay for a repair or, instead, to require that the item be returned for a full refund.
  • If the disputed order has safe shipping, the seller should contact Coalesce Music, LLC directly as soon as possible via our customer support team.
  • If an item was lost in transit, the seller should work directly with the shipping carrier to file a claim.

Coalesce Music, LLC may attempt to resolve disputes in Coalesce Music, LLC's sole discretion, and Coalesce Music, LLC has no obligation to resolve disputes between users and outside parties. To the extent that Coalesce Music, LLC attempts to resolve a dispute, Coalesce Music, LLC will do so in good faith based solely on Coalesce Music, LLC's policies, and you understand that Coalesce Music, LLC may use your personal information for the purpose of resolving a dispute.

  1. CONTENT LICENSE

(A) Your Content: Coalesce Music, LLC does not claim ownership rights in content you place on the Site or in your listings (the “Content”). You grant Coalesce Music, LLC a license solely to enable Coalesce Music, LLC to use any information or Content you supply Coalesce Music, LLC with, so that Coalesce Music, LLC is not violating any rights you might have in that Content. You grant Coalesce Music, LLC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights and any other rights necessary to effectuate Coalesce Music, LLC's ability to use the content consistent with this license that you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Coalesce Music, LLC to store or re-format your Content on Coalesce Music, LLC and display your Content on Coalesce Music, LLC in any way as Coalesce Music, LLC chooses. Coalesce Music, LLC can also use any transactional information including sale date and final price for sales completed on Coalesce Music, LLC as it sees fit.

(B) Personal Information: Coalesce Music, LLC will only use personal information in accordance with Coalesce Music, LLC's Privacy Policy. As part of a transaction, you may obtain personal information, including email address and shipping information, from another Coalesce Music, LLC user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Coalesce Music, LLC-related communications. Coalesce Music, LLC has not granted you a license to use the information for unsolicited commercial messages or for any other purpose. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Coalesce Music, LLC user to your email or physical mail list. For more information, see Coalesce Music, LLC’s Privacy Policy.

(C) Re-Posting Content: By posting Content on Coalesce Music, LLC, it is possible for an outside website or a third party to re-post or index that Content. You agree to hold Coalesce Music, LLC harmless for any dispute concerning this use, along with the limitations on liability and indemnification provisions below. If you choose to display your own Coalesce Music, LLC-hosted image on another website, the image must provide a link back to its listing page on Coalesce Music, LLC.

(D) Idea Submissions: Coalesce Music, LLC considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Coalesce Music, LLC shall not be liable for the disclosure or use of such Material. If, at Coalesce Music, LLC's request, any member sends Material to improve the site (for example through the Forums or to customer support), Coalesce Music, LLC will also consider that Material to be non-confidential and non-proprietary and Coalesce Music, LLC will not be liable for use or disclosure of the Material. Any communication by you to Coalesce Music, LLC is subject to this Agreement. You hereby grant and agree to grant Coalesce Music, LLC, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, make, use, sell, offer to sell, import, export, publicly display, publicly distribute, create derivative use from, publish and in all other ways exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

  1. DISPUTES, ARBITRATION, CLASS WAIVER, WAIVER OF CLAIMS AND VENUE

(A) JAMS: In the event a dispute arises between you and Coalesce Music, LLC, please contact Coalesce Music, LLC. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Missouri, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.

(B) Class Action and Collective Action Waiver: The parties agree to arbitrate solely on an individual basis, and this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The tribunal shall rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate.

(C) Enforcement of Arbitration Judgment: Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

(D) Jurisdiction and Venue: For all purposes of any injunctive or equitable proceeding, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Missouri. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

(E) Limitations Period: You and Coalesce Music, LLC agree that any cause of action arising out of or related to the Site, Services or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

(F) Intra-User Disputes and EU Dispute: In the event that you have a dispute with another Coalesce Music, LLC user or third party, we encourage you to contact the other party and try to resolve the dispute directly. Should you have a dispute with one or more users, or an outside party, YOU RELEASE COALESCE MUSIC, LLC (AND COALESCE MUSIC, LLC'S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL 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 SUCH DISPUTES. Coalesce Music, LLC encourages users to report any unlawful activity to your local law enforcement, and to use a certified mediation or arbitration entity, as applicable.

  1. COALESCE MUSIC, LLC CODE OF CONDUCT

Coalesce Music, LLC respectfully requires that all users of its sites adhere to the following Code of Conduct as a prerequisite to being a member of the Coalesce Music, LLC community.

  • Always adhere to Coalesce Music, LLC’s Terms of Use.
  • Only use the platform if you are over 18 years old or have the supervision of an adult or guardian who is over 18 years old.
  • You are solely responsible for your conduct and activities on and regarding to Coalesce Music, LLC and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on Coalesce Music, LLC.
  • Your Content and your use of Coalesce Music, LLC shall not be false, inaccurate or misleading, fraudulent or involve the sale of illegal, counterfeit or stolen items.
  • You shall not infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
  • You shall not violate any applicable law, statute, ordinance or regulation.
  • You shall not sell items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall.
  • Do not use a fake identity.
  • Do not create a new or alternate account to avoid restrictions or limitation imposed on another account.
  • Do not interfere with another users’ business or listing(s).
  • Do not take any transaction off-site, nor encourage anyone to engage in any offsite transaction of any kind.
  • Do not share your personal contact or financial information, including phone number, address, email, social media handles, external URLs, banking information, etc., with another Coalesce Music, LLC user or in any public areas of the site, except as required by law, or as directed by Coalesce Music, LLC.
  • Do not make false claims about other users.
  • Always treat other users with respect.
  • Do not make threats against Coalesce Music, LLC or its staff.
  • Always treat the Coalesce Music, LLC staff with respect.
  • Always provide accurate personal and contact information in your Coalesce Music, LLC account.
  • Do not engage in any illegal activity, including the infringement of intellectual property, listing items that do not exist or you do not own, shipping items that are different from your listing or the applicable order, money laundering or other forms of fraud.
  • Do not engage in discrimination or hate speech of any kind including adverse references to age, race, color, national origin, religion, gender, gender identity, disability, sexual orientation, sexual identity, or pregnancy.
  • Do not use the platform to engage in threats of violence or to encourage violence in any manner.
  • Do not use the platform to harass, impersonate or intimidate other users.
  • Do not use the site to engage in the transmission of pornography or any obscene materials.
  1. LISTING STANDARDS

In order for Coalesce Music, LLC to function optimally, Coalesce Music, LLC sellers must adhere to the following standards governing their listing(s):

What can be sold on Coalesce Music, LLC

Coalesce Music, LLC is a unique marketplace for music makers everywhere. Everything listed for sale on Coalesce Music, LLC centers on music; creating it, playing it, performing it, listening to it and merchandise for music lovers. We think of qualifying items in four broad categories:

  • Those you play (and their parts), like instruments, strings, or recording equipment for your vocal instrument!
  • Items that that enhance playing, like guitar straps or picks, lesson guides, or pedals
  • Items that facilitate creating music or a performance, like mixing boards, amplifiers, lighting equipment, or a drum throne
  • Accessory items related to all things music fandom, from bands to brands to collectibles

Coalesce Music, LLC reserves the right to examine listings and take appropriate action should an item or listing violate Coalesce Music, LLC’s policies or Terms of Use.

What can't be sold on Coalesce Music, LLC

Some items are not allowed to be listed for sale on the Coalesce Music, LLC marketplace, even if they are instruments or used to make music. This includes prohibited items, and items that otherwise violate Coalesce Music, LLC’s policies, including the Terms of Use and Intellectual Property policy. By listing an item on the Site, you warrant that you and all aspects of the item comply with Coalesce Music, LLC's published policies. 

As a company of musicians and music lovers, we believe in music as the ultimate form of self-expression. We’re inspired every day by the diverse, creative, and passionate community Coalesce Music, LLC has grown into, and we’re proud of the steps that we’ve taken—and will continue to take—to ensure that all musicians feel welcome to explore, buy, sell, learn, and be inspired. With that in mind, we’ve created the following policy to help guide our users on what is allowed within Coalesce Music, LLC listings.

With every decision, we keep our entire community of customers—including their cultural differences, opinions, and sensitivities—in mind. While some situations will fall outside of what we’ve defined below, every decision will be made in alignment with our belief that anyone who wants to make music should feel empowered and safe to do so.

  1. Items That Support or Glorify Hatred
    2. Violence or Items That Encourage or Glorify Violence
    3. Alcohol, Tobacco, Drugs, or Medical Drugs
    4. Illegal Items, Counterfeit Items and Trademark Infringement
    5. Pornography and Adult Content
    6. Autographed Items or Memorabilia
  2. LISTING QUALITY STANDARDS
  • You warrant that you may legally sell the item.
  • You must accurately describe your item and all terms of sale in your Coalesce Music, LLC shop.
  • Your item must be accurately described and be authentic. Coalesce Music, LLC reserves the right to require Certificates of Authenticity (COA), Letters of Authenticity (LOA), or serial numbers demonstrating that an item is what it is purported to be.
  • our listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item supplied by yourself.
  • You may not use stock photography unless you are an authorized dealer or it is a pre-order offer direct from a manufacturer or an authorized distributor. You also may not use content developed by third parties without their express written permission.
  • Listings may not include links or reference to other selling venues, external listings, websites or selling channels. The inclusion of phone numbers or email addresses directly in listings, shop banners, or shop policies is prohibited. Any such additions will be removed from the listing by Coalesce Music, LLC without notice.
  • All items must be listed in an appropriate category with appropriate tags.
  • Each listing must accurately and completely describe the item/items for sale in that listing.
  • If the "in stock" quantity is more than one, all items in that listing must be identical.
  • Each unique item must have its own listing.
  • Your listing shall not promote the sale of gear or the use of images that denigrate any race, ethnicity, national origin, religion, gender, gender identity, disability, sexual identity, or sexual orientation, unless there is established and recognized historic, artistic, social or political value in the gear or image. Coalesce Music, LLC will carefully review any such listings in order to provide a fair and reasonable resolution, but Coalesce Music, LLC retains the sole right to make any final determination on this issue.
  • Your listing shall not contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
  • Your listing shall not host images not part of a listing.
  • Your listing shall not modify, adapt or hack Coalesce Music, LLC or modify another website so as to falsely imply that it is associated with Coalesce Music, LLC. Your listing shall not appear to create liability for Coalesce Music, LLC or cause Coalesce Music, LLC to lose (in whole or in part) the services of Coalesce Music, LLC's ISPs or other suppliers.
  • Your listing shall not link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under the Terms of Use, the Privacy Policy, or other policies as posted on Coalesce Music, LLC.
  • Your shop may not contain a name deemed offensive, in Coalesce Music, LLC's sole discretion.
  • You may not list any item on Coalesce Music, LLC (or consummate any transaction that was initiated using Coalesce Music, LLC's service) that, by paying to Coalesce Music, LLC the listing fee or the final value fee, could cause Coalesce Music, LLC to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.
  • The price stated in each item listing description must be an accurate representation of the sale.
  • Coalesce Music, LLC reserves the right to edit or amend listings that violate any of its terms, conditions or policies.
  • Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items.
  • Sellers may not charge excessive shipping fees.
  • You may not misrepresent the item's location, or use another user's account without permission.

Your access to any and all Coalesce Music, LLC websites is conditioned on your adherence to this policy. Any violation of this section may result in immediate termination of your rights as a Coalesce Music, LLC user. Determinations will be made at the sole discretion of Coalesce Music, LLC and may be implemented without warning or the ability to cure.

  1. EMAIL, TEXT AND FAX COMMUNICATIONS

By using the Site and services available on the Site, you agree that you have an established business relationship (EBR) with Coalesce Music, LLC and hereby waive any and all claims under the Telephone Consumer Protection Act (TCPA) as they relate to email, text message or fax communications from Coalesce Music, LLC. You hereby expressly consent to communications of any kind from Coalesce Music, LLC to the fullest extent permissible by law.

When you register for an account, subscribe to a newsletter, or provide us with your email address or phone number, you will receive notice of and agree to receive marketing emails and messages from us. You can unsubscribe at any time from marketing emails or messages through the opt-out link included in marketing emails or messages, or by reaching out to Coalesce Music, LLC. Please note that some changes to your account settings may take a few days to take effect.

  1. COALESCE MUSIC, LLC'S INTELLECTUAL PROPERTY

Coalesce Music, LLC, and other Coalesce Music, LLC graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Coalesce Music, LLC or its affiliated companies in the U.S. and/or other countries. Coalesce Music, LLC's trademarks and trade dress may not be used, in any manner, without the prior express written consent of a duly authorized representative of Coalesce Music, LLC.

  1. ACCESS AND INTERFERENCE

Coalesce Music, LLC may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Coalesce Music, LLC is updated on a real-time basis and is proprietary or is licensed to Coalesce Music, LLC by Coalesce Music, LLC's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Coalesce Music, LLC for any purpose whatsoever, except to the extent expressly permitted by Coalesce Music, LLC with prior express written permission. Additionally, you agree that you will not take any action that imposes, or may impose, in Coalesce Music, LLC's sole discretion, an unreasonable or disproportionately large load on Coalesce Music, LLC's infrastructure. You will not copy, publicly reproduce, modify, create derivative works from, publicly distribute or publicly display any user Content, including via use of plug-ins, extensions, applications or scripts that interfere with the Content, features, or functions of the Site or Services. You will not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. And you will not bypass Coalesce Music, LLC's robot exclusion headers or other measures Coalesce Music, LLC may use to prevent or restrict access to Coalesce Music, LLC.

  1. BREACH OF COALESCE MUSIC, LLC TERMS OF USE AND POLICIES

Without limiting its legal recourse or any other remedies, Coalesce Music, LLC may, without notice, and without refunding any fees, delay or immediately remove Content, warn Coalesce Music, LLC's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, take technical and legal steps to keep a user off the Site and refuse to provide services to a user for any reason, including, for example if any of the following apply: (a) Coalesce Music, LLC suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, including the Privacy Policy, the Community Rules or other policies and community guidelines incorporated herein; (b) Coalesce Music, LLC is unable to verify or authenticate any of your personal information or Content; (c) Coalesce Music, LLC believes that a user is acting inconsistently with the letter or spirit of Coalesce Music, LLC's Community Rules or policies; or (d) Coalesce Music, LLC believes a user has engaged in improper or fraudulent activity in connection with Coalesce Music, LLC or the actions may cause legal liability or financial loss to Coalesce Music, LLC's users or to Coalesce Music, LLC. Notwithstanding the foregoing, Coalesce Music, LLC retains the right to suspend or terminate a user should we have reason to believe you, your Content, or your use of our Services have violated our Terms of Use or Community Rules. Use of the Site is a privilege, not a right.

  1. NO WARRANTY

COALESCE MUSIC, LLC IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

WE DO NOT GUARANTEE THAT: (I) THE SITE OR SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SITE OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SITE OR SERVICES SOLELY AT YOUR OWN RISK.

COALESCE MUSIC, LLC’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE COALESCE MUSIC, LLC’S SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. COALESCE MUSIC, LLC’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AGENTS AND SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM COALESCE MUSIC, LLC SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL COALESCE MUSIC, LLC, AND (AS APPLICABLE) COALESCE MUSIC, LLC’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, COALESCE MUSIC, LLC’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. COALESCE MUSIC, LLC’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF COALESCE MUSIC, LLC’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO COALESCE MUSIC, LLC IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD COALESCE MUSIC, LLC AND (AS APPLICABLE) COALESCE MUSIC, LLC'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, THE PRIVACY POLICY, THE COMMUNITY RULES OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THE FAILURE TO APPROPRIATELY COLLECT AND REMIT TAXES ON ANY SALES.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

  1. COPYRIGHT POLICY & INTELLECTUAL PROPERTY POLICY

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. Additional laws apply to trademark rights and other types of rights in the U.S. and worldwide. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining all necessary prior written consents of the owner(s) of such proprietary rights. If you do so repeatedly on the Site, you will be removed as a user. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website by a user in a way that constitutes copyright infringement, or you are reporting other intellectual property issues, please contact Coalesce Music, LLC's DMCA agent who can be located here.

  1. PROPOSITION 65 - CALIFORNIA

The California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”) requires manufacturers, producers, packagers, importers, suppliers or distributors (the “Notice Parties”) of products to provide warnings to California consumers about potentially hazardous or cancer-causing materials in those products.  Notice Parties are encouraged to include a warning that lists the specific chemicals in the product(s) if they are present in an amount that may be hazardous. Example warnings could read:

WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause cancer. For more information, go to www.P65Warnings.ca.gov.

WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.

We encourage all Coalesce Music, LLC users who sell to California residents to investigate the requirements and to make independent determinations about whether warnings are necessary when selling items to California residents.  You can include warnings in your item descriptions on Coalesce Music, LLC. You agree to indemnify and hold Coalesce Music, LLC harmless for any violations of Prop 65 or any claims arising out of your violation of Prop 65.

  1. SEVERABILITY

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

  1. NO AGENCY

You and Coalesce Music, LLC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

  1. MODIFICATION OF SERVICE OR TERMS AND POLICIES

Coalesce Music, LLC reserves the right to modify or terminate the Coalesce Music, LLC service for any reason, without notice, at any time, to the maximum extent permitted by law. Coalesce Music, LLC reserves the right to alter these Terms of Use, including the Privacy Policy, the Community Rules or other Site policies at any time, so please review the policies frequently. Your continued use of the Site will act as your unqualified acceptance of any changes to the Terms and Policies, regardless of actual notice.

  1. CHOICE OF LAW

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Missouri, excluding its conflicts of laws rules, and the United States of America.

  1. SURVIVAL

All Sections which are intended by their terms to survive the expiration of this Agreement shall survive any termination or expiration of this Agreement.

Questions about the Terms of Service should be sent to us at support@coalescemusic.com.

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