Welcome to Pocket Ensemble subscription! We are a subscription service that provides our members (“you” or “your” or “Member”) with access to a library of music for education and performances produced, arranged, and composed by Pocket Ensemble(“Pocket Ensemble” or “we” or “our” or “us”), pursuant to these subscription Terms of Use (“Subscription Terms”).

 

In the event there is any conflict or inconsistency between Pocket Ensemble’s Subscription Terms and Pocket Ensemble’s Website Terms of Use, the Subscription Terms shall govern and control the rights and obligations of Pocket Ensemble Members.

 

Please read the Subscription Terms carefully prior to using the Pocket Ensemble subscription.

 

1.   Acceptance of Subscription Terms.

 

a.   These Subscription Terms, which include and incorporate by reference our Website Terms of Use, Privacy and Cookie Policy, License Agreement and all other operating rules, policies and agreements govern your use of Pocket Ensemble services as a Pocket Ensemble Member. The Subscription Terms form a legal agreement between you and Pocket Ensemble in relation to your use of the Pocket Ensemble subscription.  By using the Pocket Ensemble subscription or by clicking to accept or agree to the Subscription Terms when this option is made available to you, you accept and agree to these Subscription Terms. If you do not agree to these Subscription Terms, do not use the Pocket Ensemble subscription.  

 

b.   As used in these Subscription Terms, “Subscription Content” includes the text, software, scripts, graphics, photos, sounds, songs, music and scores, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the subscription service.  The “Subscription Service” includes all aspects of Pocket Ensemble subscription, including but not limited to, all products, software, and services offered via the Pocket Ensemble subscription website, and all features and functionalities, website, and user interfaces.

 

c.   The subscription service may contain links to third-party websites that are not endorsed, owned or controlled by Pocket Ensemble. Pocket Ensemble does not monitor or review the content of any third-party websites. Pocket Ensemble has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Pocket Ensemble will not and cannot censor or edit the content of any third-party website. By using the subscription service, you expressly release Pocket Ensemble from any and all liability arising from your use of any third-party website. You should evaluate the security and trustworthiness of any other website connected to the Pocket Ensemble website or accessed through this site yourself, before disclosing any personal information to them.

 

2.   Changes to Subscription Terms. Pocket Ensemble may, from time to time and in its sole discretion, amend, modify, or revise these Subscription Terms, including the Privacy and Cookie Policy, License Agreement, and Additional Terms, and you agree to be bound by such amendments, modifications, or revisions. Such amendments, modifications, or revisions shall be effective immediately; provided, however, for existing Members, such modifications or revisions shall, unless otherwise stated, be effective 30 days after posting.

 

3.   Privacy. Personally identifying information is subject to our Privacy and Cookie Policy, the terms of which are incorporated herein as if fully set forth herein. Please review our Privacy and Cookie Policy to understand our practices. Any changes to the Privacy and Cookie Policy will be posted on the website 30 days prior to these changes taking place. 

 

4.   Accounts.

 

a. You must create a Pocket Ensemble Member account to access the features of the subscription service.

 

b. Account access is limited to you the Member.  Other authorized users may be granted through Team Pages within your subscription account. Authorized users must be employed by the Member’s organization.  

 

c. Control over your account is exercised through use of your username and password.  Therefore, to maintain exclusive control, you should not reveal or disseminate the password to anyone. You may never use another Member’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Pocket Ensemble by written notice immediately of any breach of security or unauthorized use of your account. Although Pocket Ensemble will not be liable for your losses caused by any unauthorized use of your account, pursuant to Section 5.i. of this Agreement, you may be liable for the losses of Pocket Ensemble or others due to such unauthorized use.

 

5.   Use of the Service.  Pocket Ensemble hereby grants you permission to access and use the subscription service as set forth in these Subscription Terms, provided that:

 

a. You must be 18 years of age, or the age of majority in your province, territory, or country, to become a Member of the Pocket Ensemble subscription service. Individuals under the age of 18, or the applicable age of majority, may utilize the Pocket Ensemble subscription service only with the permission of and in the presence of a parent or legal guardian, under such parent or legal guardian’s account and otherwise subject to these Subscription Terms. As such, if you transact or attempt to transact any business with Pocket Ensemble or submit, or attempt to submit, any personal information to Pocket Ensemble, YOU AFFIRMATIVELY REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OF AGE (AND, IF UNDER THE AGE OF 18, THAT YOU HAVE PARENTAL PERMISSION TO USE THE Pocket Ensemble SUBSCRIPTION SERVICE AND ARE IN THE PRESENCE OF YOUR PARENT OR LEGAL GUARDIAN) AND THAT YOU POSSESS THE LEGAL RIGHT TO USE THE Pocket Ensemble SUBSCRIPTION SERVICE IN ACCORDANCE WITH THESE SUBSCRIPTION TERMS AND ALL OTHER TERMS AND CONDITIONS.

 

b.   The subscription service and any subscription content accessible through our subscription service are for your use only. During your Pocket Ensemble subscription, we grant you a limited, non-exclusive, non-transferable license, in accordance with the License Agreement  (https://www.Pocket Ensemble.com/license-terms), to access the subscription service and use subscription content through the Service. Except for the foregoing limited license, no right, title, or interest shall be transferred to you.

 

c.   Some, if not most, of the subscription content found on the subscription service is provided by third-party providers, and not Pocket Ensemble.  Each third-party provider is solely responsible for its subscription content and for compliance with applicable laws related thereto.

 

d.   You may view Pocket Ensemble subscription content through the Pocket Ensemble subscription service only in geographic locations where we offer our subscription service and have licensed such Pocket Ensemble subscription content. The Content that may be available for viewing or listening may vary by geographic location. Pocket Ensemble will use technologies to verify your geographic location.

 

e.   You agree not to access subscription content through any technology or means other than the audio and/or video playback pages of the Service itself or other explicitly authorized means Pocket Ensemble may designate.

 

f.    We continually update the Pocket Ensemble subscription service, including the subscription content library. In addition, we continually test various aspects of our subscription Service, including our website, user interfaces, service levels, plans, promotional features, availability of Pocket Ensemble subscription Content, delivery, and pricing. We reserve the right to, and by using our subscription service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we offer and operate our subscription service.

 

g.   You agree to use the subscription service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules, and regulations, or other restrictions on use of the subscription service or subscription content therein. Except as explicitly authorized in these Subscription Terms, you agree not to archive, download (other than through caching necessary for personal use), reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the subscription service without express written permission from Pocket Ensemble. You also agree not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the subscription service; use any robot, spider, scraper, or other automated means to access the subscription service; decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Service; insert any code or product or manipulate the subscription content of the subscription service in any way; or, use any data mining, data gathering, or extraction method. In addition, you agree not to upload, post, email, or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the subscription service, including any software viruses or any other computer code, files, or programs.

 

h.   The availability of subscription content to listen and/or view will change from time to time and from location to location. The quality of the audio and/or display of the subscription Content may vary from device to device, and may be affected by a variety of factors, such as your location and the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. Pocket Ensemble makes no representations or warranties about the quality of your listening and/or watching experience on your audio or visual devices or equipment. The time it takes to begin listening to and/or watching subscription content will vary based on a number of factors, including your location, available bandwidth at the time, the subscription content you have selected, and the configuration of your viewing device.

 

i.     We may terminate or restrict your use of our subscription service, without compensation or notice, if you are, or if we suspect that you are, (A) in violation of any of these Subscription Terms or (B) engaged in illegal or improper use of the Service.  We may also pursue permanent injunctive relief and other applicable legal remedies. 

 

j.     The subscription content on the subscription service, and the trademarks, service marks, and logos on the subscription service, are owned by or licensed to Pocket Ensemble, subject to copyright and other intellectual property rights under the law.

 

k.   You agree not to circumvent, disable, or otherwise interfere with security-related features of the subscription service or features that prevent or restrict use or copying of any subscription Content or enforce limitations on use of the subscription service or the Content therein.

 

l.     Pocket Ensemble reserves the right to discontinue any aspect of the subscription service at any time.

 

m. You agree that you will log each use of a Recording in your Member account. Logging a use creates an individual license agreement. Without an individual license agreement the use is invalid. If a use is found unlogged outside of your subscription term you may be subject to the single use license fee.

 

6.   Subscription; Billing; Cancellation.

 

a.    Subscription.

 

i. Annual subscription. Your Pocket Ensemble subscription will be for a term of 12 months and automatically renew for successive 12-month terms unless and until you cancel your subscription within 30 days of the end of the subscription term. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, "Payment Method") to use the Service. We will bill the applicable subscription fee to your Payment Method. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN ALL INSTANCES A POCKET ENSEMBLE SUBSCRIPTION WILL BE FOR A 12-MONTH TERM AND YOU SHALL REMAIN LIABLE FOR PAYMENT IN FULL OF ALL FEES AND CHARGES FOR USE OF THE SUBSCRIPTION SERVICE FOR THE ENTIRE 12-MONTH TERM.

 

ii. Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL PURSUANT TO THIS AGREEMENT. SIXTY (60) DAYS PRIOR TO THE END OF YOUR 12-MONTH TERM, POCKET ENSEMBLE WILL SEND AN EMAIL RENEWAL NOTICE TO YOUR PROVIDED EMAIL ADDRESS TO NOTIFY YOU OF THE PENDING AUTOMATIC RENEWAL DATE AND PROVIDE INSTRUCTIONS REGARDING OPTIONAL ONLINE CANCELLATION DURING THIS 60-DAY PERIOD. YOU MUST PROVIDE POCKET ENSEMBLE WITH A VALID EMAIL ADDRESS TO ENSURE YOU RECEIVE THE EMAIL RENEWAL NOTICE. YOU MUST SUBMIT NOTICE OF YOUR CANCELLATION OF SUBSCRIPTION BEFORE THE EXPIRATION OF THE CURRENT 12-MONTH TERM IN ORDER TO PREVENT AUTOMATIC RENEWAL AND AUTOMATIC BILLING OF THE SUCCESSIVE 12-MONTH’S SUBSCRIPTION FEES TO YOUR PAYMENT METHOD. EARLY CANCELLATIONS SUBMITTED PRIOR TO THE EMAIL RENEWAL NOTICE WILL NOT RESULT IN REFUND OF ANY FEES OR CHARGES. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE YOU ARE SUBJECT TO THE ABOVE-DESCRIBED AUTOMATIC RENEWALS.    

 

iii. Differing Subscriptions. We may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. Any materially different terms from those described in these subscription Terms will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your subscription with Pocket Ensemble by visiting our website and clicking on the "Your Account" link. Some promotional subscriptions may be offered by third-parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate, or otherwise amend our offered subscription plans.

 

b.   Billing.

 

i. Billing Plans. You may choose to pay for your Pocket Ensemble subscription by either of the following billing plans (each, a “Billing Plan”): (A) prepaying for the full 12-month subscription term at the then current prepayment rate (“Prepayment Plan”) or (B) authorizing us to charge you monthly for the 12-month subscription term at the then current monthly billing rate (“Monthly Billing Plan”). By starting your Pocket Ensemble subscription, providing or designating a Payment Method, and selecting a Billing Plan, you authorize us to charge you for the Prepayment Plan or Monthly Billing Plan (and continue to charge you Monthly Billing Fees for the full 12-month term of the subscription), as applicable and at the then current rates, and any other charges you may incur in connection with your use of the Pocket Ensemble Service, such as taxes or possible transaction fees, to your Payment Method. You acknowledge that the amount billed to you may vary for reasons that may include differing amounts due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.

 

ii.       Price Changes. We reserve the right to adjust pricing for our subscription service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Subscription Terms, you will be notified via email of any price changes to your subscription Service that will take effect upon renewal of your Pocket Ensemble subscription.

 

iii.       Billing for Prepayment Plan.  If you select the Prepayment Plan as your Billing Plan, you will be billed in full for the Prepayment Plan at the beginning of the paying portion of your subscription and successive subscription terms.

 

iv.       Billing for Monthly Billing Plan.  If you select the Monthly Billing Plan as your Billing Plan, you will be billed at the beginning of the paying portion of your subscription and each month thereafter for the entirety of the 12-month term of your subscription, unless and until you elect to cancel your subscription at the end of the then applicable 12-month term in accordance with these subscription Terms.  We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying subscription. subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Pocket Ensemble subscription or became a paying member on January 31, your next payment date is likely to be February 28, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription. Visit our website and click on the "View billing details" link on the “Login” page to see the commencement date for your next renewal period. We may authorize your Payment Method in anticipation of subscription or service-related charges. As used in these Subscription Terms, "billing" shall indicate a charge, debit, or other payment clearance, as applicable, against your Payment Method.

 

v.       No Refunds. ALL PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our Members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

 

vi.       Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the “Login” link, available at the top of the pages of the Pocket Ensemble subscription website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account in accordance with these Subscription Terms (see "Cancellation" below), you remain responsible for any uncollected amounts for the full 12-month term and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.  Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Subscription Terms or continuing to use the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Pocket Ensemble enabling payment processing services through Stripe, you agree to provide Pocket Ensemble accurate and complete information about you and/or your business, and you authorize Pocket Ensemble to share it and transaction information related to your use of the payment processing services provided by Stripe.

 

c.Cancellation. You may only cancel your Pocket Ensemble subscription at the end of your current 12-month term. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY SUBSCRIPTION PERIODS OR UNLISTENED UNUSED POCKET ENSEMBLE CONTENT. To cancel, go to the “Login” page on our website and follow the instructions for cancellation. If you cancel your subscription, your account will automatically close at the end of your current 12-month term. To see when your account will close, click "View billing details" link on the “Login” page. If you signed up for Pocket Ensemble using your account with a third party as a Payment Method, you may also find billing information about your Pocket Ensemble subscription by visiting your account with the applicable third party.

 

7.    Account Termination Policy.  Notwithstanding anything herein to the contrary, you agree that Pocket Ensemble, in its sole and absolute discretion, may deactivate your account or otherwise terminate your use of the subscription service if we believe that you have (a) failed to pay any subscription fees, (b) breached these Subscription Terms, (c) infringed the intellectual property rights of a third party, (d) submitted, posted, uploaded, or transmitted unauthorized Content, or (e) violated or acted inconsistently with these Subscription Terms, our Privacy and Cookie Policy, our License Agreement, or Additional Terms. You agree that any deactivation or termination of your access to the subscription service for the foregoing reasons may be effected without prior notice to you and without compensation, and that Pocket Ensemble will not be liable to you nor any third party for any termination of your account information. IN THE EVENT OF ACCOUNT DEACTIVATION UNDER THIS SECTION, ALL PREVIOUSLY LOGGED LICENSES SHALL BE TERMINATED AND MEMBER MAY BE SUBJECT TO CLAIMS OF COPYRIGHT INFRINGEMENT. ALL TERMINATED LICENSES MAY BE SUBJECT TO THE SINGLE USE LICENSE FEE BUT SUCH CHARGES ARE SUBJECT TO POCKET ENSEMBLE’S SOLE DISCRETION. You acknowledge and agree that Pocket Ensemble may retain and store your information on Pocket Ensemble’s systems for archival purposes, and may continue to maintain and use any of your Content submitted to Pocket Ensemble or on the Service, notwithstanding any termination or your account.

 

8..Digital Millennium Copyright Act.  Please review our Digital Millennium Copyright Act (DMCA) provision regarding Pocket Ensemble’s rights under DMCA included in our License Agreement, which is incorporated herein by reference with the same force and effect as if fully set forth herein. 

 

9.   Disclaimer of Warranties; Limitation of Liability.

 

a.   Disclaimer of Warranties.  YOU AGREE THAT YOUR USE OF THE SUBSCRIPTION SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, POCKET ENSEMBLE, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SUBSCRIPTION SERVICE AND YOUR USE THEREOF. POCKET ENSEMBLE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT, THE SERVICE, OR THE CONTENT OF ANY SITES LINKED TO THE POCKET ENSEMBLE SUBSCRIPTION SERVICE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SUBSCRIPTION SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SUBSCRIPTION SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SUBSCRIPTION SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SUBSCRIPTION SERVICE. POCKET ENSEMBLE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SUBSCRIPTION SERVICE OR ANY HYPERLINKED SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND POCKET ENSEMBLE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

b.   Limitation of Liability.  

 

i.        IN NO EVENT SHALL POCKET ENSEMBLE, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR EXPECTED REVENUE, LOST PROFITS, OR LOSS OF BUSINESS, FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SUBSCRIPTION SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SUBSCRIPTION SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SUBSCRIPTION SERVICE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SUBSCRIPTION SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

ii.       YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT POCKET ENSEMBLE SHALL NOT BE LIABLE FOR SUBSCRIPTION CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU OR ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

 

iii.       NOTWITHSTANDING THE FOREGOING, IN NO EVENT OR CIRCUMSTANCE SHALL POCKET ENSEMBLE’S CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO POCKET ENSEMBLE DURING THE PREVIOUS 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

 

c.   NOTHING IN THESE SUBSCRIPTION TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Subscription Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.

 

10. Indemnity.  To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Pocket Ensemble, and its, officers, managers, members, employees, attorneys, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the subscription service; (b) your violation of any term of these Subscription Terms; (c) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (d) any claim that your subscription content caused damage to a third party.

 

11. Use of Information Submitted. Pocket Ensemble is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the subscription service, including the Pocket Ensemble subscription-related website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement, or payment to you for any purpose whatsoever, including without limitation, developing, manufacturing, and marketing products and creating, modifying, or improving the subscription service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Please note Pocket Ensemble does not accept unsolicited materials or ideas for subscription content, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Pocket Ensemble. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Pocket Ensemble regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

 

12. Monitoring and Enforcement.  Notwithstanding anything herein to the contrary, Pocket Ensemble has the right to:

 

a.   remove or refuse to post any subscription content or Feedback for any or no reason in our sole and absolute discretion;

 

b.   take any action with respect to any subscription content or Feedback that we deem necessary or appropriate in our sole and absolute discretion, including if we believe that such Content or Feedback violates the Subscription Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the subscription service or the public, or could create liability for Pocket Ensemble;

 

c.   disclose your identity or other information about you to any third party who claims that any portion of your subscription content violates their rights, including their intellectual property rights or their right to privacy;

 

d.   take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the subscription service or the Pocket Ensemble website; and

 

e.   terminate or suspend your access to all or part of the subscription service or the Pocket Ensemble website for any violation of these Subscription Terms.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the subscription service or the Pocket Ensemble website.

 

13. Customer Support. To find more information about our Service and its features, or if you need assistance with your account, please visit the Pocket Ensemble Knowledge Base (www.Pocket Ensemble.com/knowledge-base). In the event of any conflict between these Subscription Terms and information provided by Customer Support or other portions of our website, these Subscription Terms will control.

 

14. General Provisions.

 

a.   Amendments; Waiver.  Pocket Ensemble reserves the right to amend these Subscription Terms at any time and without notice, and it is your responsibility to review these Subscription Terms for any changes. Your use of the subscription service following any amendment of these Subscription Terms will signify your assent to and acceptance of its revised terms. No waiver of any term of these Subscription Terms shall be deemed a further or continuing waiver of such term or any other term, and Pocket Ensemble's failure to assert any right or provision under these Subscription Terms shall not constitute a waiver of such right or provision.  YOU AND Pocket Ensemble AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SUBSCRIPTION SERVICE MUST COMMENCE WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

b.   Entire Agreement.  These Subscription Terms, together with the Privacy and Cookie Policy, the License Agreement, Additional Terms, and any other legal notices published by Pocket Ensemble on the subscription service, shall constitute the entire agreement between you and Pocket Ensemble concerning the subscription service.

 

c.   Communication Preferences.  By using the subscription service, you consent to receiving electronic communications from Pocket Ensemble relating to your subscription account. These communications may involve sending emails to your email address provided during registration, or posting communications on the subscription service or in your account, and will include notices about your account and are part of your relationship with Pocket Ensemble. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You are responsible for updating Pocket Ensemble regarding any changes to your email address provided during registration. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new Pocket Ensemble features and content, special offers, and promotional announcements via email or other methods. If you no longer want to receive certain non-transactional communications, simply go to the "communication settings" link on the “Login” page of our website (www.Pocket Ensemble.com/login) to manage your Pocket Ensemble communications. Please review our Privacy and Cookie Policy for further detail on our marketing communications.

 

d.   Assignment.  These Subscription Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Pocket Ensemble without restriction. Nothing in these Subscription Terms shall be deemed to confer any third-party rights or benefits.

 

e.   Governing Law; Venue; Jurisdiction; Waiver.  These Subscription Terms shall be governed by and construed in accordance with the domestic laws of the State of Kuala Lumpur, Malaysia., without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Kuala Lumpur.  You agree that the subscription service shall be deemed solely based in Kuala Lumpur, and the subscription service shall be deemed a passive website that does not give rise to personal jurisdiction over Pocket Ensemble, either specific or general, in jurisdictions other than Kuala Lumpur. YOU CONSENT AND AGREE ANY CLAIM OR DISPUTE BETWEEN YOU AND Pocket Ensemble THAT ARISES IN WHOLE OR IN PART FROM THE SUBSCRIPTION SERVICE SHALL BE DECIDED EXCLUSIVELY BY A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN KUALA LUMPUR, MALAYSIA. To the fullest extent permitted under applicable law, you irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that you are not subject to the jurisdiction of the above-referenced Kuala Lumpur courts and any objection that you may now or hereafter have to the laying of venue of any suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. You also hereby unconditionally waive your right to a jury trial of any and all claims or causes of action arising from or relating to these Subscription Terms.  

 

f. Survival Clause.  The Disclaimer of Warranties (Section 9.a.), Limitation of Liability (Section 9.b.), Severability (Section 9.c.), Indemnity (Section 10), and Governing Law; Venue; Jurisdiction; Waiver (Section 14.e.) provisions shall survive the termination of your use of the subscription service, the deactivation or termination of your account, and the expiration or termination of your License Agreement(s).

 

g. Force Majeure. Except for the payment of license-related fees, each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, earthquake, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, civil unrest, insurrection, riot or war, labor strikes not involving either party’s employees, general failure of telecommunication or digital transmission links, general failure of the Internet, failure of any third party operating systems, platforms, applications or networks not under reasonable control of Pocket Ensemble, or other similar occurrence.