TERMS AND CONDITIONS

Last Updated: July 25, 2020

  1. Agreement to Terms

1.1 These Terms and Conditions (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you), and Athena Music and Wellness Therapy, LLC, located at 4695 MacArthur Ct. Ste. 1100, Newport Beach, CA 92660 United States (we, us, and/or Athena), concerning your access to and use of the http://www.athenamwt.com (http://www.athenamwt.com) website as well as any related applications (the Site).

The Site may provide the following services, which may include Online live education, professional courses; Virtual music therapy; music , Video/ CD, digital assistive therapy products or any additional services at our discretion (Services). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.

If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services and you must discontinue use immediately. We recommend that you print a copy of these Terms and Conditions for future reference.

1.2 The supplemental policies set out in Section 1.7 below, as well as any supplemental terms and condition or documents that may be posted on the Site from time to time, are expressly incorporated by reference.

1.3 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.

1.4 We may update or change the Site from time to time to reflect changes to our products, our users’ needs and/or our business priorities.

1.5 The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

1.6 The Site is intended for users who are at least 18 years old. If you are under the age of 18, you are not permitted to register for the Site or use the Services without parental permission.

1.7 Additional policies which also apply to your use of the Site include:

  1. Acceptable Use

2.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

2.2 As a user of this Site, you agree not to:

  • Systematically retrieve data or other content from the Site to a compile database or directory without written permission from us
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses
  • Use a buying agent or purchasing agent to make purchases on the Site
  • Use the Site to advertise or sell goods and services
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use
  • Engage in unauthorized framing of or linking to the Site
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
  • Make improper use of our support services, or submit false reports of abuse or misconduct
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools
  • Interfere with, disrupt, or create an undue burden on the Site or the networks and services connected to the Site
  • Attempt to impersonate another user or person, or use the username of another user
  • Sell or otherwise transfer your profile
  • Use any information obtained from the Site in order to harass, abuse, or harm another person
  • Use the Site or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise
  • Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site
  • Attempt to access any portions of the Site that you are restricted from accessing
  • Harass, annoy, intimidate, or threaten any of our employees, agents, or other users
  • Delete the copyright or other proprietary rights notice from any of the content
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism
  • Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site
  • Use the Site in a manner inconsistent with any applicable laws or regulations
  • Threaten users with negative feedback or offering services solely to give positive feedback to users
  • Misrepresent experience, skills, or information about a User
  • Advertise products or services not intended by us
  • Falsely imply a relationship with us or another company with whom you do not have a relationship
  1. Information you provide to us

3.1 You represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you will keep your password confidential and will be responsible for all use of your password and account; (d) you have the legal capacity and you agree to comply with these Terms and Conditions; and (e) you are not a minor in the jurisdiction in which you reside.

If you know or suspect that anyone other than you knows your user information (such as an identification code or user name) and/or password you must promptly notify us at team@athenamwt.com.

3.2 If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.

  1. Our content

4.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the

Site (Our Content) are owned or licensed to us, and are protected by copyright and trade mark laws.

4.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4.3 Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.

4.4 You shall not (a) try to gain unauthorized access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.

4.5 Intentionally omitted.

4.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.

4.7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date.

  1. Site Management

5.1 We reserve the right (but not obligation) at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.

5.2 We do not guarantee that the Site will be secure or free from bugs or viruses.

5.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software.

  1. Modifications to and availability of the Site

6.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

6.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services. We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.

6.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.

  1. Disclaimer/Limitation of Liability/Indemnity

7.1 THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER ATHENA, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE SITE OR ANY ATHENA SERVICES; (2) ANY INFORMATION OR USER CONTENT PROVIDED VIA THE SITE AND SERVICES; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO ATHENA, OR VIA THE SITE AND SERVICES. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. ATHENA DOES

NOT REPRESENT OR WARRANT THAT THE SITE AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE AND SERVICES ARE FREE FROM ANY HARMFUL COMPONENTS. ATHENA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE AND SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. ATHENA DOES NOT WARRANT THAT YOUR USE OF THE SITE AND SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND ATHENA SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. ATHENA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES. ATHENA DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, SOFTWARE AND INFORMATION ON THE SITE AND SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ATHENA MAKES NO WARRANTIES REGARDING THIRD PARTY SOFTWARE AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SOFTWARE.

7.2 IN NO EVENT SHALL ATHENA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ATHENA 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. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY ATHENA’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR SITE AND SERVICES OR ONE HUNDRED USD, WHICHEVER IS GREATER.

7.3 You agree to defend, indemnify and hold harmless Athena, its officers, directors, employees, affiliates, 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:

  • Your use of and access to the Athena Site and Services;
  • Your violation of any term of this Agreement; or
  • Your violation of any third party right, including without limitation any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the Athena Site and Services. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

  1. Term and Termination

8.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at team@athenamwt.com.

8.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.

If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.

8.3 If we terminate or suspend your account for any reason set out in this Section 8, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

  1. Mobile Application

9.1 If you access the Services via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this license.

9.2 For business users only – You will not:

(a) reverse engineer, decompile or otherwise try to discover the source code of the software/application unless you have first written to us requesting interoperability information and we have failed to provide you with that information or if we have failed to offer to provide you with interoperability information on reasonable conditions”;

(b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application;

(c) breach any applicable laws, rules or regulations in connection with your access or use of the application;

(d) remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) posted by us or the licensors of the application;

(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;

(f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;

(g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application;

(h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or

(i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.

9.3 The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an App Distributor) to access the Services:

(a) The license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service;

(b) We are responsible for providing any maintenance and support services with respect to the mobile application as specified in these Terms and Conditions or as otherwise required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;

(c) In the event of any failure of the mobile application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;

(d) You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;

(e) You must comply with applicable third party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in breach of their wireless data service agreement when using the mobile application; and

(f) You acknowledge and agree that the App Distributors are third party beneficiaries of these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.

  1. General

10.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

10.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.

10.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

10.4 We may assign any or all of our rights and obligations to others at any time you may not assign any rights to any other parties in this Agreement.

10.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.

10.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

10.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.

10.8 You agree to pay for all costs, fees, and taxes listed when purchasing access to the Site and Services including any recurring subscriptions. you may upgrade or downgrade its subscription at any time. You authorize us or our third party payment processors to charge their method of payment on file at the time of purchase. Where applicable, you must agree to our third party payment processors’ terms and conditions for processing payments. All prices are listed in US Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, we may suspend or terminate your access to the paid portions of the Site and the associated Services, without liability to us.

10.9 Any dispute relating in any way to your visit to the Site or Services shall be submitted to confidential arbitration in Newport Beach, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Consumer Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving

any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Orange County, CA.

Opt-Out

You may opt-out of this dispute resolution provision by notifying Athena within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Athena Music and Wellness Therapy, LLC , 4695 MacArthur Ct. Ste. 1100, Newport Beach, CA 92660, United States

attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Athena through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Orange County, CA.

10.10 All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.

10.11 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at team@athenamwt.com or by post to:

Athena Music and Wellness Therapy, LLC

4695 MacArthur Ct. Ste. 1100

Newport Beach, CA 92660

United States