Music and the Brain Online Learning Platform – Terms of Use
Effective Date: September 8, 2025 • Version: 1.0

These Terms of Use (the “Terms”) govern access to and use of the Music and the Brain Online Learning Platform at learn.musicandthebrain.org (“Service”). Music and the Brain (“MATB,” “we,” “us”) is a program of Building for the Arts NY, Inc., a nonprofit organization. MATB is a school-day general music curriculum with a nearly 30-year history integrating piano instruction to build critical thinking and essential life skills through musicianship for all learners. We partner with schools nationwide, providing music lesson resources and professional development support for elementary and secondary schools.

OWNERSHIP
Subject to the provisions of these Terms of Use, the Services and all of its subdomains, contents, links, software (whether downloadable or non-downloadable), interfaces, chat rooms, forums, mobile products, applications, services found on our websites, technology, user interfaces, profiles, widgets, messages, links, emails, graphics, images, video, code, sounds, music, games, videos, User Content (as further explained and defined below), Applications (as defined below) all audio visual or other material appearing on or emanating to and/or from our Services, as well as the design and appearance of our Music and the Brain Services and the accompanying information and documentation (collectively, “the Content”), are owned by or licensed to us, subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. Building for the Arts NY, Inc. reserves all rights to the Content. All product, brand and company names and logos used on the Services are the trademarks or registered trademarks (including, but not limited to the registered trademark “Music and the Brain”) of their respective owners. Any use of any of the marks appearing on the Services, whether or not owned and/or operated by us is strictly prohibited (unless you first receive our express written consent or the consent of the owner of the mark, as appropriate).

You may not use metatags or any other "hidden text" utilizing "Music and the Brain" or any other name, trademark, service mark or product or service name of Music and the Brain without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Music and the Brain and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

PRIVACY POLICY
Please review our privacy policy ("Privacy Policy"), which is incorporated into, and considered part of, these Terms of Use. The Privacy Policy explains our privacy practices for the Services. By visiting or using our Services, you also consent to our Privacy Policy, so please read them carefully. As stated in the Privacy Policy, we provide prominent notice to users and send out email notices to customers before making any material changes. Should we make material changes to the Terms of Use or Privacy Policy, we will provide notice and request your consent.

1.    Acceptance of Terms
By accessing or using the Service, you (“Licensee,” “you”) agree to these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a school or district, you represent that you have authority to bind that entity.

2.    Eligibility; Accounts; No Student Self-Registration
Eligible users are educators, school/district administrators, and other authorized personnel. Each educator must have an individual account issued to a school email and must not share credentials. Students may only access student-facing experiences through accounts provisioned by a teacher or district; students may not self-register.

3.    Compliance
MATB complies with applicable laws, including FERPA and COPPA. Schools may act as the parent’s agent for COPPA consent. MATB is committed to accessibility and strives to meet WCAG 2.2 AA; accommodations are available upon request.

4.    Subscriptions; Fees; Taxes; Payment
The price for each Licensee’s license “Licensing Fee” is referenced on the Licensee’s invoice. License fees do not include applicable sales or use taxes or book depository fees (where applicable), or credit card merchant fees (convenience payment fees) and which shall be separately stated on the price quote or invoice and borne by the Licensee, unless the User is Tax Exempt or other conditions apply. Unless otherwise agreed in writing: (a) an Initial Partnership Package fee covers combinations of curriculum materials, equipment and professional development to launch a partnership; (b) an annual online platform access fee per school covers continued access to MATB lessons, updates, and support beyond the implementation year; (c) a 3.5% convenience charge applies to credit card payments. Prices exclude applicable taxes and withholdings, which are the Licensee’s responsibility unless tax-exempt documentation is provided.

5.    Term; Renewals; Ordering Documents
The Term for each license is stated on the applicable invoice, purchase order, or ordering document. Unless otherwise specified, school-year terms often run July 1 – June 30. Renewals occur by mutual written agreement via a new order form or invoice.

6.    Integrations; Data Exchange
Single Sign-On (e.g., Google Workspace) and rostering integrations are supported but not required. District-controlled workflows and timelines apply. MATB will make commercially reasonable efforts to assist with supported integrations. Custom data extracts or integrations beyond standard setup may be billed at a professional services rate communicated and approved in advance.

Training & Support Licenses include access to on-demand resources and scheduled webinars. Custom training or on-site sessions may be available for an additional fee. Support is available via email and other channels listed on the site during the school year.

7.    Acceptable Use
You will use the Service only for lawful, classroom-appropriate purposes; you will not upload or share content that is unlawful, harassing, defamatory, obscene, hateful, or otherwise inappropriate for K–12 environments, nor attempt to disrupt or gain unauthorized access to the Service.

8.    Account Security
You are responsible for maintaining the confidentiality of your credentials and for activity under your account. Notify MATB immediately of any suspected unauthorized use.

9.    Intellectual Property; License Grant
All MATB curriculum, videos, recordings, images, software, designs, and other materials available through the Service are owned by or licensed to Building for the Arts NY, Inc. and are protected by intellectual property laws. Subject to these Terms, MATB grants Licensee a limited, non-exclusive, non-transferable license during the Term to access and use the Service for educational purposes within the licensed school(s). Redistribution, public posting outside the school context, resale, or creation of derivative products from the Service is prohibited without prior written permission.

10.    User Content & Student Work
Licensee and its users retain rights in content uploaded or created using the Service (e.g., compositions, recordings, responses). Licensee grants MATB a limited, non-exclusive, royalty-free license to host and display such content solely to provide the Service and to promote MATB’s educational mission subject to applicable consents. MATB will not sell student content or use it for unrelated advertising. Schools/parents may withdraw permissions consistent with the Privacy Policy.

11.    Service Levels; Maintenance
MATB targets at least 97.5% availability during regular school hours (measured monthly), excluding scheduled maintenance and events beyond our reasonable control. Planned maintenance will, when feasible, occur outside school hours. MATB will use reasonable efforts to resolve unavailability promptly.

12.    Privacy & Data Protection
Use of the Service is governed by the MATB Privacy Policy, which forms part of these Terms. For student data, MATB acts as a school official/processor; the school/district is the controller and record owner. Additional data processing terms in a district Data Protection Addendum (DPA), where executed, will control in case of conflict regarding student data.

13.    Suspension; Termination
MATB may suspend or terminate access for material breach, unlawful use, or nonpayment, after written notice and a thirty (30) day opportunity to cure where feasible. Either party may terminate for cause if the other fails to cure a material breach within thirty (30) days after notice.

14.    Inactive Accounts
For security, educator accounts with no logins for twelve (12) consecutive months may be deactivated. Accounts can be reactivated upon request if the underlying license remains active.

15.    Warranties; Disclaimers
MATB warrants that it owns or has the right to provide the Service and that the Service will be provided with commercially reasonable skill and care, and that content provided by MATB will not knowingly include malware. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

16.    Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS; (B) LICENSEE’S BREACH OF IP RIGHTS OR MISUSE OF THE SERVICE; OR (C) WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE TWELVE
(12) MONTHS PRECEDING THE CLAIM.

17.    Indemnification
Each party will indemnify, defend, and hold harmless the other party from third-party claims arising from (a) breach of these Terms; (b) violation of law; or (c) allegations that content supplied by that party infringes intellectual property rights, subject to prompt notice and reasonable cooperation.

18.    Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control (e.g., acts of God, war, terrorism, labor disputes, internet/hosting failures not caused by the party, government actions, natural disasters). Performance resumes as soon as practicable.

19.    Notices
Legal notices must be sent to: Music and the Brain – Building for the Arts NY, Inc., 412 West 42nd Street, 5th Floor, New York, NY 10036, with a copy to privacy@musicandthebrain.org. Notices to Licensee may be sent to the address or email on file.

20.    Governing Law; Venue
These Terms are governed by the laws of the State of New York, without regard to conflicts principles. Exclusive venue lies in state or federal courts located in New York County, New York, and the parties consent to personal jurisdiction there.

21.    Assignment
Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes these Terms.

22.    Publicity
Use of the other party’s name or logo for marketing requires prior written consent. MATB may identify Licensee as a customer in lists unless Licensee opts out in writing.

23.    Order of Precedence; Entire Agreement; Changes
Ordering documents (invoices/POs), any executed DPA, and the Privacy Policy are incorporated by reference. In case of conflict regarding student data, the DPA controls; otherwise, these Terms control over conflicting order terms. These Terms constitute the entire agreement regarding their subject matter and may be updated by MATB with thirty (30) days’ advance notice for material changes.

Continued use after the effective date constitutes acceptance of the updated Terms.