LAST UPDATED: November 17, 2015
Welcome! Please read these Terms of Service (the “Agreement”) carefully, as they contain the legal terms and conditions that govern your use of and access to the site https://app.chorusconnection.com (“Chorus Connection” or the “Site”) and constitute a legally-binding agreement between you and Chorus Connection LLC (“we”, “us”, or “our”).
If you have any questions about this Agreement, please send us a note at email@example.com.
1. ACCEPTANCE OF THIS AGREEMENT
2. CHORUS FEES AND OBLIGATIONS
2.1 Chorus Fees
To use Chorus Connection, we charge a fee (“Subscription Fee”) under a variety of subscription plans (collectively “Subscriptions” and individually a “Subscription”). Subscriptions and Subscription Fees are set forth and defined here. All Subscription Fees are quoted in United States currency. Payment obligations are non-cancellable, and Subscription Fees are non-refundable. We reserve the right to modify the Subscriptions or Subscription Fees at our sole discretion on thirty (30) days’ notice.
You may choose to upgrade, downgrade, or cancel your Subscription at any time by emailing firstname.lastname@example.org. If you choose to upgrade your Subscription, you will be charged the difference in Subscription Fee prorated for the remainder of your billing cycle. If you downgrade your Subscription, your new Subscription Fee will take effect at the beginning of your next billing cycle. There is no partial refund if you downgrade or cancel mid-cycle.
2.2 Free Trial
We may make Chorus Connection available to you on a trial basis (a “Free Trial”). If you register for a Free Trial, we will make the Site available to you free of charge until the earlier of: (a) the end of the free trial period; or (b) the start date of any Subscriptions ordered by you on the Site. Additional trial terms and conditions may appear on the trial registration portion of the Site. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Unless you purchase a Subscription or export such data prior to the expiration of the Free Trial, we reserve the right to permanently delete any data associated with your account at our sole discretion.
2.3 Invoicing and Payment
When ordering a Subscription, you will be required to provide us with valid and updated credit card information or with a mutually agreed upon alternative method of payment. If you provide credit card information to us, you authorize us to charge the Subscription Fee to such credit card. Such charges shall be made in advance, either annually or monthly, as specified in your account settings. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.
2.4 Credit Card Fees
Chorus Connection enables users associated with the Chorus (“Users”) to pay membership dues or other payments (“User Payments”) through the Site. The Site uses a third party credit card processor (a "Third Party Payment Service") to process these payments. We deduct from each User Payment a processing fee of 2.9% plus $0.30 per transaction (the “Processing Fee”). Every Friday, User Payments from the previous week are bundled and, the following Monday, the aggregate amount (minus Processing Fees) is transferred to the Chorus’s designated bank. We reserve the right to change or modify, at any time and in our sole discretion: (a) the Third Party Payment Service; (b) the Processing Fee; and (c) the process for transferring User Payments to the Chorus. If we change the Processing Fee or the process for transferring Users Payments to the Chorus, we will provide you with prior written notice.
2.5 Overdue Charges
Any payment not received by us by the due date will accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
2.6 Suspension of Service
If any amount owed by the Chorus under this or any other agreement related to Chorus Connection’s services is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, suspend the Chorus’s access to the Site until such amounts are paid in full. We will give the Chorus at least ten (10) days prior notice before suspending the Chorus’s access to Chorus Connection.
2.7 Payment Disputes
We will not exercise our rights under Section 2.4 or Section 2.5 if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
2.8 Future Functionality
You agree that your payment of Subscription Fees is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
2.9 Referral or Promotional Programs
You will be eligible to participate in any referral program, promotional program, or any other marketing program instituted by us and, to the extent applicable, will receive a reduction in your Subscription Fee. Your participation in any such program is subject to that program’s terms and conditions.
2.10 Service Maintenance
From time to time and at our sole discretion, we may conduct reasonable maintenance of Chorus Connection in order to ensure quality and performance. We do not warrant that such maintenance will meet your expectations or requirements and you agree that we are entitled to perform such maintenance.
Either party may terminate this Agreement for Cause upon thirty (30) days written notice. "Cause" shall be defined as a material violation of any term of this Agreement, which has not been cured by the violating party within fifteen (15) days of notice from the non-violating party.
2.12 Effect of Termination
If the Agreement is terminated by you with Cause or by us without Cause, we shall refund a pro rata portion of any fees already paid by you for the current term of your Subscription. If the Agreement is terminated by you without Cause or by us with Cause, we shall not refund any portion of the fees paid during the term of the Agreement. In no event will termination by you without Cause or by us with Cause relieve you of your obligation to pay all fees owed by you and payable to us under this Agreement.
2.13 Data Export
Within fifteen (15) days of the termination of your Subscription, you may request an export of Chorus data by emailing email@example.com. Any such requests should include your name, the Chorus's name, your telephone number, your email address, and a summary of the data you would like exported. Exports will only be made available to Users with top-level administrative access to the Site.
2.14 Chorus Responsibility for Group and User Content
Chorus Connection allows for communication and sharing between Users. Chorus Connection permits Users to create account profiles and manage Chorus-related activity. Our Site also contains interactive features and areas that allow Users to post, transmit, or store text or other materials (collectively, "User Content").
The Chorus is responsible for all Users’ compliance with this Agreement and for all User Content, including User Content that infringes, misappropriates, or otherwise violates any copyright, trademark, or other intellectual property rights, rights of privacy, rights of publicity, or any other right of any entity or person; or that is unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane, or that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or Chorus Connection rule or policy. We reserve the right to remove any and all User Content from the Site that violates or is suspected to violate this Agreement and to suspend any User’s use of or access to Chorus Connection for such violations.
2.15 License to Chorus Connection to use Chorus Name and Logo
You grant us a non-exclusive, worldwide, royalty-free, and transferable license to use the Chorus’s name and logo (to the extent applicable) in our marketing and advertising, including use of such name or logo on a list of valued customers and in press releases maintained on our website.
You may opt out of this provision at any time by filling out this form.
This Agreement may be assigned in its entirety, without any consent, in connection with a merger, acquisition, corporate reorganization, bankruptcy, sale of all or substantially all of our assets, or any other change of control.
3. RIGHTS AND OBLIGATIONS SPECIFIC TO USERS
3.1 User Account
When you set up your user account, you must provide us with an email address and a password. By setting up your account, you affirm that you are either: (i) at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement; or (ii) at least 13 years of age and have obtained appropriate consent from your parents or guardians to create an account and use the Site. In addition, you affirm that you have not been previously suspended or removed from the Site. You also warrant that: (i) the information you provide to us is accurate and complete; (ii) you will keep your password secure; and (iii) you will notify us of any suspected breach of security or unauthorized use of your account. You cannot transfer your Chorus Connection account.
3.2 Our Right to Terminate User Accounts
We may terminate your account or otherwise prevent you from using the Site at our discretion, with or without cause, at any time and without notice, and without any liability to you for doing so.
If we terminate your account, you must immediately stop using the Site and you agree not to attempt to regain access to the Site without our express permission. Such termination will result in the suspension or deletion of your account and access to your account. We reserve the right to block access to the Site to anyone for any reason at any time. In the event of termination of your account, the provisions of this Agreement shall remain in effect.
3.3 User’s Right to Terminate Account
If you wish to terminate your account with Chorus Connection, please contact a Chorus administrator and ask that you be removed from the Chorus’s membership roster in Chorus Connection. If you have any problems contacting one of your administrators, please feel free to email us at firstname.lastname@example.org.
In the event of termination of your account, the provisions of this Agreement shall remain in effect.
3.4 User Content
Chorus Connection acts as a passive conduit for, and does not control, or attempt to control, any User Content. By using the Site, you affirm and acknowledge that we shall not have responsibility for any User Content that may be accessed on or through Chorus Connection.
4. PROPRIETARY RIGHTS
The design, layout, and source code of the Site are owned by us and are protected by copyright, trademark, or other laws. You acknowledge and agree that nothing in this Agreement provides you with any rights or ownership in our copyrights or trademark rights (“IP Rights”). The IP Rights are our exclusive property and this Agreement does not transfer any IP Rights to you or vest any IP Rights in you.
5. NON-EXCLUSIVE LICENSE
Subject to the terms and conditions of this Agreement, we grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Site during the period for which we provide you access. Without limiting the foregoing, you agree not to (and agree not to allow any third party to):
Sublicense, distribute, or use the Site outside the scope of the license granted in this Agreement;
Copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Site or otherwise attempt to discover any source code or trade secrets related to the Site;
Rent, lease, sell, assign, or otherwise transfer rights in or to the Site;
Use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with the operation of the Site;
Use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features or exploit any copyright or other proprietary rights associated with the Site, including screenshots and transcripts, in any way, unless we provide our express written consent;
Register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names, and other distinctive brand features, copyright or other proprietary rights associated with us or the Site; and
Remove, obscure, or alter any notice of copyright, trademark, or other proprietary rights appearing in or on any item included with the Site.
Any use of the Site other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will terminate the license to use Chorus Connection granted in this Agreement.
6. PROHIBITED ACTIVITIES
As a condition of your use of the Site, you agree to comply with all United States and foreign laws. In addition to the other restrictions outlined in this Agreement, you agree:
Not to take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large burden or load on Chorus Connection’s infrastructure;
Not to interfere or attempt to interfere with the proper working of Chorus Connection or any activities conducted using the Site;
Not to introduce any malicious software, viruses, worms, Trojan horses, or other harmful code onto the Site that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Chorus Connection;
Not to impersonate any person or entity, including any of our employees or representatives;
Not to engage in any harassing, intimidating, or predatory behavior, or stalk any other user of Chorus Connection;
Not to circumvent any security-related features of the Site, including those designed to limit copying or reproduction;
Not to bypass any measures we may use to prevent or restrict access to Chorus Connection (or other accounts, computer systems, or networks connected to the Site);
Not to use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
Not to directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of Chorus Connection, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of Chorus Connection; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
Not to violate any applicable local, state, national, or international laws or regulations;
Not to upload any content that violates the rights of any third parties, including, but not limited to, copyright, trademark, statutory, and other proprietary rights; and
Not to use the Site for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates this Agreement.
7. COPYRIGHT INFRINGEMENT AND OTHER INTELLECTUAL PROPERTY COMPLAINTS
If a User has uploaded any User Content to Chorus Connection that infringes your intellectual property rights, or if you have complaints about specific User Content such as fake profiles, you should send us a request to take down the content at email@example.com. Any such complaints or requests should include your name, your mailing address, your telephone number, your email address, and your physical or electronic signature.
7.1 Copyright Infringement
If you send us a request to take down content that infringes upon your copyright, your request should include:
A description of the content that you believe infringes upon your copyright;
The name of the copyrighted work that you believe is being infringed;
The website URL that contains or is associated with the infringing content;
A short explanation of how the content infringes your rights;
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information included in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright.
Please note that we have designated the following agent for such copyright complaints or requests under the Digital Millennium Copyright Act (“DMCA”): Jacob Levine. Copyright complaints and requests can be sent directly to this agent at firstname.lastname@example.org. To learn more about the policies and requirements of the DMCA, please visit http://www.copyright.gov/legislation/dmca.pdf.
7.2 Other Intellectual Property Infringement
If you send us a request to take down content that infringes upon any other intellectual property rights (e.g., trademarks, patents, trade secrets, a right of publicity, etc.), your complaint or request should include:
The intellectual property you own that is being infringed;
A description of the content you believe infringes upon your intellectual property;
The website URL that contains or is associated with the infringing content; and
A short explanation of how the content infringes your rights.
7.3 Fake Accounts
If someone is impersonating you using a Chorus Connection account and you send us a request to take down that account, please be sure to include the email address of the fake account.
7.4 Next Steps
Once we receive a complaint, we will make best efforts to review the complaint as soon as possible. If you have provided all of the information above, we will promptly remove or block access to the content or the fake profile, and will send a notice to other relevant Users indicating that we have done so. We will terminate the accounts of any repeat infringers at our discretion.
7.5 Counter Notice
If you receive a notice that we have removed infringing or false content, and you believe that we have acted as a result of misidentification or error, you can lodge a Counter Notice by emailing us at email@example.com. Any Counter Notice should include:
Your name, address, telephone number, and email address;
An identification of the material that we have taken down;
A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of a mistake or misidentification;
A statement that you consent to the jurisdiction of the U.S. District Court for the federal district in which Chorus Connection LLC operates, and that you will accept service of process from the complaining party or its agent in the event that a lawsuit is filed against you relating to such content; and
Your physical or electronic signature.
If we receive such a Counter Notice, we will put the removed content back on your profile, unless we first receive notice from the complaining party that it has filed a lawsuit or other action seeking a court order to keep you from engaging in the allegedly infringing activity.
8. THIRD PARTY SERVICES AND CONTENT
We utilize links and other tools to connect users to third party services and websites, such as Facebook, Twitter, LinkedIn, Instagram, and Google+ for social media services and Stripe for payment processing (“Third Party Services”). We have no control over the content and policies of these Third Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or currentness of any third party’s content or policies. If you use a Third Party Service through Chorus Connection, you are solely responsible for complying with the terms and policies of these third parties.
In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third party product or service by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service.
YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE OR ANY OTHER SOFTWARE REFERENCED IN THIS AGREEMENT, ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, COMPATIBILITY, RELIABILITY, OR OTHERWISE, WITH RESPECT TO ALL SUCH SOFTWARE.
OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (THE “CHORUS CONNECTION PARTIES”) DO NOT WARRANT THAT THE SITE WILL BE ERROR-FREE OR THAT DEFECTS WITH THE SITE WILL BE CORRECTED. MOREOVER, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND ANY THIRD PARTY SOFTWARE ON THE SITE IS AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
10. LIMITATION ON LIABILITY
IN NO EVENT SHALL THE CHORUS CONNECTION PARTIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE THE LIABILITY OF THE CHORUS CONNECTION PARTIES IN ANY CIRCUMSTANCE EXCEED THE LESSER OF THE ACTUAL AMOUNT OF DIRECT DAMAGES OR THE AMOUNT OF FEES ACTUALLY PAID TO THE CHORUS CONNECTION PARTIES AND ATTRIBUTABLE TO THE SERVICES FOR THE TWELVE WEEKS IMMEDIATELY PRECEDING THE CLAIM DURING THE CURRENT TERM OF THIS AGREEMENT.
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Chorus Connection Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Site; (ii) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Site; (iii) your violation of any term of this Agreement; or (iv) your violation of any law, rule or regulation, or the rights of any third party.
12. TIME LIMITATION ON CLAIMS
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice.
We may provide you with notices, including those regarding changes to this Agreement. Such notices may not be received if you violate this Agreement by accessing Chorus Connection in an unauthorized manner. You acknowledge that under this Agreement by using the Site you are deemed to have received any and all notices that would have been delivered had you accessed Chorus Connection in an authorized manner.
15. NO WAIVER
No delay, failure, or waiver of our exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. Any waiver by us of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision of this Agreement.
16. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
17. ARBITRATION & WAIVER OF CLASS ACTION
You and Chorus Connection LLC agree to arbitrate any dispute arising from this Agreement or your use of the Site on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. YOU AND CHORUS CONNECTION LLC HEREBY EXPRESSLY WAIVE TRIAL BY JURY. You and Chorus Connection LLC agree that: (i) any arbitration will occur in New York, New York; and (ii) the arbitration will be conducted confidentially by a single arbitrator, with limited discovery, and in the English language. Except as modified by this section, if the dispute is between Chorus Connection LLC and a User, the arbitration will be conducted in accordance with the rules of American Arbitration Association for arbitration of consumer-related disputes, and if the dispute is between Chorus Connection LLC and a Chorus, the arbitration will be conducted in accordance with Commercial Arbitration Rules of the American Arbitration Association. At your request, hearings may be conducted in person or by telephone. The arbitration will be conducted solely on the basis of documents Chorus Connection LLC and you submit to the arbitrator, unless the arbitrator determines that a hearing or further discovery is necessary.
The arbitrator will render an award and decision within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND CHORUS CONNECTION LLC WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.
18. GOVERNING LAW
This Agreement shall be governed by the laws of the State of New York, without giving any effect to any conflict of law principles. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.
19. FORCE MAJEURE
We shall not be held liable for any delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
22. NOTE TO INTERNATIONAL USERS
Chorus Connection is hosted in the United States. If you are accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Site, which is governed by US law, you are transferring your personal information to the United States and you consent to that transfer.
23. QUESTIONS AND COMMENTS
We welcome comments, questions, concerns, or suggestions. Please contact us at: firstname.lastname@example.org.