SoundTree Institute
Website Legal Notices
Thank you for visiting the SoundTree Institute Web Site (the “Site”).
If you continue to browse and use this website you are agreeing to comply with
and be bound by the following Terms and Conditions of Use and Privacy Policy
(collectively, “Terms”), which govern STI Online LLC’s relationship
with you in relation to this Site. The term “SoundTree Institute” refers to
the owner of this website. The terms “You” and “User” as used herein refer to
all individuals and/or entities accessing the Site for any reason.
As set forth more fully below,
You also accept that the proper forum and applicable laws for resolving any and
all disputes arising through or related to this Site are the federal or local
courts presiding in the State of New York, United States, and the laws of the
United States and the State of New York.
The content of the pages of this
Site is for your general information and use only. It is subject to change
without notice. Neither we nor any third parties provide any warranty or
guarantee as to the accuracy, timeliness, performance, completeness or
suitability of the information and materials found or offered on this website
for any particular purpose. You acknowledge that such information and materials
may contain inaccuracies or errors, and we expressly exclude liability for any
such inaccuracies or errors to the fullest extent permitted by law. Your use
of any information or materials on this website is entirely at your own risk,
for which we shall not be liable. It shall be your own responsibility to
ensure that any products or information available through this website meet
your specific requirements.
1. OWNERSHIP
OF TRADEMARKS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS
All trademarks, service marks,
certification marks, trade names, trade dress, copyrights, patent rights,
rights of publicity and other proprietary rights in or associated with the Site
and Site Code are the properties of SoundTree Institute, its owner(s),
affiliated entities, licensors or third-party suppliers of products, services
or content. The material owned by or licensed to SoundTree Institute also
includes, but is not limited to, the design, layout, look, appearance and
graphics. Reproduction is prohibited other than in accordance with the
copyright notice, which forms part of these Terms.
Nothing in these Terms or in the
contents of the Site convey an ownership interest or a non-terminable license
in any trademarks, service marks, trade names, trade dress, copyrights, patent
rights, rights of publicity and other intellectual property or proprietary
rights in or associated with the Site or the Site Code. As used in these
Terms, “Site Code” and “Code” mean any and all underlying elements of the Site,
including, but not limited to source code, object code, and other sets of
statements or instructions that relate to the operation or functions of the
Site.
2. SUBMISSIONS AND
USER GRANT OF LICENSE
Due to legal or practical
requirements, we cannot provide compensation for, agree to consider, or agree
in advance to keep confidential, any creative ideas, suggestions, text,
designs, items, images, designs, illustrations, icons, logos, information or
any other type of content placed on the Site (all collectively referred to as
“Content”). In order to avoid confusion and unmanageable situations, you must
agree that all Content submitted by you via the Site or through any contact
information provided in the Site (e.g., addresses, email addresses,
telephone numbers, links) is provided with a paid-up, perpetual, non-exclusive
license, effective everywhere, to SoundTree Institute to consider, retain,
copy, use, publish, display, delete, distribute, modify, edit, perform,
disclose and otherwise exploit the Content, at SoundTree Institute’s sole
discretion, and to authorize others to do so. SoundTree Institute may, in its
sole discretion, determine that a particular submission should be kept
confidential. Any or all of these license rights can be assigned and
sublicensed by SoundTree Institute and they apply to all manner of copying,
display, distribution, transmission, storage, recording or other media or means
of exploitation now known or hereafter conceived.
3. LINKS
Unless expressly
stated otherwise in writing by SoundTree Institute, SoundTree Institute does
not necessarily control third-party sites that may be linked to or from the
Site. SoundTree Institute cannot monitor or otherwise evaluate such sites, and
SoundTree Institute is not responsible for any of their contents, features,
codes, underlying materials, terms of access or privacy policies. Even if you
are linked to a web page other than the front page of the linked site, you are
responsible for checking that site’s terms and conditions of access and use, as
well as the site’s privacy policies. (See Section 8 of our Privacy Policy for
additional information.) Materials on other sites may be subject to
proprietary rights and other restrictions. LINKS ARE PROVIDED FOR YOUR
CONVENIENCE ONLY AND THEIR USE IS AT YOUR SOLE DISCRETION AND RISK. SoundTree Institute is not responsible for the content of any
third-party sites and does not make any representations regarding the content
or accuracy or appropriateness of material on such sites. If you decide to link
to any such third-party websites, you do so entirely at your own risk. All links to the Site or any of its pages require the prior
express written consent of SoundTree Institute.
4. PUBLIC
COMMUNICATIONS, FORUMS AND INTERACTIVE FEATURES
The Site may provide features for
interactive use, referred to herein as “Visitor Features.” SoundTree Institute
may, in its sole discretion and without advance notice, discontinue provision
of any Visitor Features to any or all Site visitors and may, in its sole
discretion, remove any Content provided by a Site visitor. Please be sure to
exercise caution in deciding whether to post particular Content. Such posting
must comply with these Terms and any applicable laws and regulations.
We hope that all of those who use
and have access to the Site will follow the Terms and otherwise conduct
themselves properly. However, we cannot be responsible for monitoring,
verifying or substantiating Content or Code provided by users of the Site.
Also, the appearance of any particular product, service, opinion, statement or
other Content on the Site does not necessarily mean that SoundTree Institute
endorses, sponsors or recommends it. Therefore, you agree that neither
SoundTree Institute nor any of its employees or contractors shall be liable to
you for any breach of the Terms by Site users or for other injurious behavior
engaged in by entities who use or gain access to the Site, its Contents or
Code. Also, any Content provided by a Site Visitor is also subject to the
grant of rights set forth in Section 2 these Terms.
If you do post content or submit
material, and unless we indicate otherwise, you grant SoundTree Institute a
nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable
right to use, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, and display such content throughout the world in any
media. You grant SoundTree Institute the right to use the name that you submit
in connection with such content, if it chooses to do so. You represent and
warrant that you own or otherwise control all of the rights to the content that
you post; that the content is accurate; that use of the content you supply does
not violate this policy and will not cause injury to any person or entity; and
that you will indemnify SoundTree Institute for all claims resulting from
content you supply. SoundTree Institute has the right but not the obligation to
monitor and edit or remove any activity or content. SoundTree Institute takes
no responsibility and assumes no liability for any content posted by you or any
third party.
Users of Visitor Features are
bound by and must comply with the Terms and all applicable laws and
regulations. For example, Users agree NOT to do the following:
(a) Transmit
any Content that is damaging, disruptive, obscene, unlawful, inaccurate,
defamatory, illegal or otherwise objectionable to SoundTree Institute,
including but not limited to, communications that promote racism, bigotry,
sexism, religious intolerance or harm against any group or individual;
(b) Impersonate
any other person or entity, provide false or misleading identification or
address information, or invade the privacy or violate the personal or
proprietary right of any person or entity;
(c) Intentionally
or unintentionally violate any applicable local, state, national or
international law, including but not limited to regulations having the force of
law, while you are using or accessing any Visitor Features;
(d) Infringe
the copyrights, trademarks, or otherwise injure the personal or proprietary
rights of any person or entity;
(e) Modify, without proper
authorization, Content provided by another user.
With regard to any features that
allow the posting of submitted content, Visitors may submit suggestions, ideas,
comments, questions, or other information, so long as the content is not
illegal, obscene or distasteful, threatening, defamatory, invasive of privacy,
infringing of intellectual property rights, or otherwise injurious to third
parties or objectionable and does not consist of or contain profanity or
spiteful remarks, software viruses, political campaigning, commercial
solicitation, chain letters, mass mailings, or any form of “spam.” Comments
should be specifically about SoundTree Institute products and/or services and
not off-topic feedback, typos or inaccuracies on our web site, or customer
service interaction. Promotional content such as advertisements, promotional
material or repeated posts that make the same point excessively are also
prohibited. Sentiments by or on behalf of a person or company with a financial
interest in the product or a directly competing product will not be posted. You
may not use a false e-mail address, or impersonate any person or entity.
SoundTree Institute reserves the right (but not the obligation) to not publish
or post such content.
5. YOUR LICENSE
REGARDING THE SITE
Your compliance with the Terms
provides a limited, terminable license regarding access to and use of the Site
Contents in accordance with these Terms.
In addition to compliance with
the other provisions of these Terms, you agree:
(a) Not
to alter any Site Content without SoundTree Institute’s express, written
permission or use any Site Content in a manner specifically prohibited by, or
not expressly authorized by, these Terms;
(b) To
use the Site Contents for your own informational purposes only. For example,
unless expressly authorized by SoundTree Institute, you agree not to place any
Site Contents on a network and will not use any Site Contents to advertise or
otherwise promote any products, services or political positions;
(c) Not
to copy, distribute, reverse engineer, decompile, disassemble, modify, disclose
or otherwise use any Site Code without the express written permission of
SoundTree Institute; In addition, you agree not to combine or associate the
Content or excerpt with any other material, e.g., as part of a
derivative work, collective work or compilation;
(d) SoundTree Institute may, solely in its own discretion and without advance notice, revoke
the limited license regarding all of the Site Contents or with respect to
specific images, texts, other Site features or Site Code. If requested by
SoundTree Institute, you agree to cease using and/or to destroy any copies of
the subject Content or Code;
(e) Unless
expressly permitted in writing from SoundTree Institute, you will not frame,
link, associate with advertisements (e.g., pop-ups) or commercially
exploit the Site, Site Contents or the Site Code; and
(f)
You are responsible for ensuring that other parties that have access to
the Site, Site Content or the Site Code through our system or equipment, or
through your actions or inactions, agree to and comply with these the Terms.
(g) All rights not expressly granted to you by these
Terms are reserved by SoundTree Institute, its owner(s), affiliated entities or
its licensors.
6. WARRANTY DISCLAIMERS, DAMAGE LIMITATION,
INDEMNIFICATION
THE SITE, OPERATION OF THE SITE
CODE, SITE CONTENTS (INCLUDING BUT NOT LIMITED TO LINKED SITE CONTENTS), AS
WELL AS THE OPERATION OF AND EFFECTS OF ACCESS TO THE SITE AND LINKED SITES,
ARE PROVIDED “AS IS.” SoundTree Institute, ITS PREDECESSORS, OWNERS, DIRECTORS,
OFFICERS, PERSONNEL, LICENSORS, SUPPLIERS, AGENTS, AND CONTRACTORS SPECIFICALLY
DISCLAIM ANY AND ALL STATUTORY, EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT
LIMITED TO, WARRANTIES OF: (1) SUITABILITY FOR ANY PARTICULAR PURPOSE; (2)
MERCHANTABILITY; (3) COMPLETENESS; (4) ACCURACY; (5) NON-INFRINGEMENT;
(6) INJURY TO PERSONAL OR PROPRIETARY RIGHTS; AND (7) FREEDOM FROM TECHNICAL
ERRORS OR UNAUTHORIZED, INJURIOUS INTRUSIONS OR ITEMS, SUCH AS HACKING,
VIRUSES, AND OTHER HARMFUL COMPONENTS.
IRRESPECTIVE OF WHETHER A CLAIM
IS BASED UPON CONTRACT, NEGLIGENCE, TORT OR OTHER PRINCIPLES, AND IRRESPECTIVE
OF WHETHER THEY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, SoundTree Institute, ITS PREDECESSORS, OWNERS, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS,
SUPPLIERS, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES,
OR DAMAGES FOR BUSINESS DISRUPTION OR LOSS OF INFORMATION.
PLEASE NOTE THAT SOME
JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR
LIABILITIES. THEREFORE, SOME OF THE ABOVE TERMS MAY BE INAPPLICABLE TO
PARTICULAR CIRCUMSTANCES.
YOU AGREE TO INDEMNIFY, DEFEND
AND HOLD HARMLESS SoundTree Institute, ITS PREDECESSORS, OWNERS, DIRECTORS,
OFFICERS, PERSONNEL, SUPPLIERS, AGENTS, AND CONTRACTORS FROM ANY AND ALL CLAIMS
AND CAUSES OF ACTIONS ARISING FROM OR RELATED TO ANY VIOLATION OF THE TERMS BY
YOU OR BY OTHERS THAT GAIN ACCESS TO THE SITE THROUGH YOUR SYSTEM OR TO WHOM
YOU HAVE PROVIDED ACCESS TO SITE CONTENTS. SoundTree Institute RESERVES THE
OPTION, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY
MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU SHALL
COOPERATE WITH SoundTree Institute IN ASSERTING ANY AVAILABLE DEFENSES. YOU
SHALL BE RESPONSIBLE FOR ANY DAMAGES OR FINES ASSESSED DUE TO VIOLATION OF THE
TERMS BY YOU OR OTHERS THAT GAIN ACCESS TO THE SITE THROUGH YOUR SYSTEM OR TO
WHOM YOU HAVE PROVIDED ACCESS TO SITE CONTENTS.
7. PRODUCTS
AND SERVICES
PRODUCTS AND
SERVICES OFFERED THROUGH THE SITE OR SHOWN OR DISCUSSED ON THE SITE MAY BE
SUBJECT TO DISCLAIMERS AND LICENSE TERMS AND TERMS OF USE OR SALE THAT ARE IN
ADDITION TO, OR DISTINCT FROM, THESE TERMS. THEREFORE, THE PROVISION AND
ACCEPTANCE OF ANY SUCH PRODUCT OR SERVICE SHALL BE SUBJECT TO ANY ADDITIONAL OR
DISTINCT TERMS SUPPLIED BY SoundTree Institute OR THE THIRD-PARTY SUPPLIER(S)
OF THE PRODUCTS OR SERVICES.
8. CHANGES TO SITE,
TERMS AND OWNERSHIP
SoundTree Institute reserves the
right, at its sole discretion, without advance notice, to change, modify, add
or remove all or any portion of the Site or the Terms. Changes to the Terms
shall be immediately effective when posted. You agree to review the Terms for
changes. YOUR ACCESS TO AND CONTINUED USE OF THE SITE AFTER THE CHANGES ARE
POSTED SHALL CONSTITUTE ACCEPTANCE OF THOSE CHANGES. Also, events may occur
that result in disruption or discontinuation of access to the Site, removal of
specific Site Contents or corruption of Site Code. Therefore, SoundTree Institute reserves the right, without liability, to: (1) discontinue provision
of access to the Site to any and all users without notice; and (2) remove or
modify any Site Content. You agree that these Terms and SoundTree Institute's
interests, rights, and obligations hereunder, can be transferred by SoundTree Institute to a subsequent owner of an interest in the Site or any of the Site
Contents.
9. INTELLECTUAL
PROPERTY LIMITATION OF LIABILITY
SoundTree Institute respects the
intellectual property of others, and we ask visitors to our Site to do the
same. We have adopted processes under the Digital Millennium Copyright Act as
the framework for receiving communications and claims regarding violations of
these Terms and potentially injurious or infringing Content, such as content
that may infringe a copyright.
If You believe your work has been
used in a way that constitutes copyright infringement, the following
information in the form of a written notification (pursuant to 17 U.S.C. §
512(c)) must be provided to the designated Copyright Agent of SoundTree Institute:
- Identification of the
copyrighted work(s) that You claim has been infringed;
- Identification of where the
material that You claim to be infringing is located on the Site;
- A statement that You have a
good faith belief that use of the disputed material is not authorized by
the copyright owner, its agent, or the law, including the law of copyright
fair use;
- A statement that the
information in the notification is accurate, and under penalty of perjury,
that You are the owner of an exclusive copyright that is allegedly
infringed or are authorized to act on the copyright owner’s behalf;
- Your address, telephone number,
and e-mail address; and
- Your physical or electronic
signature.
Contact
details for our agent and recipient for notices of intellectual property
infringement and other communications regarding the Site is as follows:
James Frankel
SoundTree Institute
316 South Service Road
Melville, New York 11747
Phone (631) 390-6670
Fax (631) 393-8548
Email jimf@soundtree.com
10. PRIVACY
For our full Privacy Statement, see our Privacy Policy. Our
Privacy Policy is a part of the Terms and Conditions of the Site.
11. JURISDICTION,
DISPUTE RESOLUTION, INTERPRETATION, ASSIGNMENT, SEVERABILITY AND MERGER
The Site shall be governed by the
laws of the United States, including federal copyright and trademark laws, and
the laws of the State of New York applicable to contracts entered into
and to be wholly performed therein without regard to conflict of laws or choice
of law principles. By visiting and using the Site, You consent to the
jurisdiction of the courts presiding in the State of New York and You agree to
accept service of process by mail. You hereby waive any and all
jurisdictional and venue defenses that might otherwise be available.
Any action based on a breach of
the terms herein shall be brought to the federal or local courts presiding in
the State of New York, United States, whichever is appropriate, and to whose
jurisdiction You consent in such an action. If a breach is found by the
court, the court shall have the right to issue an injunction, and grant to SoundTree Institute its damages and attorneys’ fees and such other and further relief as
the court may deem appropriate.
SoundTree Institute, at its sole
discretion, can also institute or convert any action (no matter which party
initiates it) to an arbitration under the applicable rules of an established
arbitral organization with offices or resources in the State of New York, said
arbitration to: (1) apply the choice of law specified above; and (2) take
place within one-hundred miles of Melville, New York. All disclaimable or
waivable local and international provisions related to choice of law or dispute
resolution are waived or disclaimed by you in favor of the above choice of law,
jurisdiction, venue and forums for dispute resolution. To the extent permitted
by applicable law or terms, and where applicable law or terms do not provide
for a shorter term, you agree that any claim by you arising from or related to
these Terms, or their subject matters, must be filed by you within one (1) year
from the date the claim arose. Additional regulations of mandatory
applicability may apply in certain circumstances and, e.g., provide for
a shorter term in which a claim must be filed.
You agree and represent that you
have carefully considered the Terms and that ambiguities, if any, shall not be
enforced against the drafter but shall be fairly read so as not to prejudice
the rights of SoundTree Institute. The section headings in these Terms are for
convenience only and do not limit or otherwise affect the interpretation of any
of the language in the Terms. If SoundTree Institute fails to enforce any provision of these Terms or fails to
exercise or waives any right in respect thereto, such failure or waiver shall
not be construed as constituting: (1) a continuing waiver; (2) a waiver of its
rights to enforce such provision with respect to other events; (3) a course of
dealing; or (4) a waiver of any other rights under these Terms.
If any
provision(s) of the Terms are deemed void or unenforceable in a determination
by a body with proper jurisdiction, the parties agree (without waiving rights
of appeal) that the subject provision(s) shall be: (1) reconstituted to
approximate as closely as lawfully possible the evident intent of the original
provision(s); or (2) if option (1), above, cannot be implemented, the
unenforceable provision(s) shall be excised from the Terms and the parties
shall negotiate in good faith with respect to their modification. If the
parties cannot agree to a modification, the Terms shall be enforced, without
the unenforceable provision, in a fair manner that most closely approximates
the evident intent or understanding of the parties. Modifications made due to
the unenforceability of any provision(s) or their being held void in a
particular circumstance or jurisdiction shall not be deemed applicable (and the
terms shall remain unchanged) in other circumstances and jurisdictions where
such provision(s) would not be void or unenforceable.
You may not assign your rights or
obligations under this Agreement without the prior express written consent of
SoundTree Institute.
These
Terms comprise the entire agreement between the parties relating to the matters
contained herein and shall not be modified except in a written document
supplied by SoundTree Institute, such as modified Terms.
BY USING THE SITE, YOU SIGNIFY
YOUR ASSENT TO THESE TERMS AND CONDITIONS AND ANY SUBSEQUENT MODIFICATIONS. AS
A CONDITION OF YOUR USE OF THE SITE, YOU WARRANT THAT YOU WILL NOT USE THE SITE
FOR ANY PURPOSE THAT IS UNLAWFUL.