Tonara Inc., a company incorporated in the State Delaware, (collectively, "Tonara", "us", "our", or "we"), has developed an all-in-one music practice platform, allowing music teachers ("Teachers") and/or schools ("Schools") to engage, enrich, and manage music students ("Students") ("Tonara Studio"), available to you through our website and/or our mobile application (collectively, "Site").  Please read the following Terms of Service carefully before using our Site so that you are aware of your legal rights and obligations with respect to your use of the Site. By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Service (the "Terms"). Our Privacy Notice , ("Privacy Notice") governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice), and constitutes an integral part of the Terms. "You" means an individual using the Site. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.  If you do not agree to be bound by these Terms please do not access or use the Site.

1. Background. Thank you for visiting the Site. Tonara is happy to make available to you the content on its Site for informational purposes and for use of Tonara Studio.
2. Modification. We reserve the right, at our discretion, to change these Terms at any time.  Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
3. Ability to Accept Terms. The Site is only intended for individuals aged thirteen (13) years or older.  Individuals between 13 and 18 years of age must review these Terms with their parent or guardian before visiting or using the Site to make sure that the individual and the parent or guardian understand these Terms and agree to them.
4. Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law. Subject to applicable law, Tonara reserves the right to discontinue or modify any aspect of the Site at any time.
5. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
6. Personal Data. We will use any Personal Data we obtain from you only for the purposes specified in our Privacy Notice. Please see the Privacy Notice for further details on how information may be gathered and used by Tonara.
7. Account. In order to use some of the services on the Site, you may have to create an account ("Account").  You agree not to use the account of another without their permission.  When creating your Account, you must provide accurate and complete information.  You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure.  You must notify Tonara immediately of any breach of security or unauthorized use of your Account.  As between you and Tonara, you are solely responsible and liable for the activity that occurs in connection with your Account.  If you wish to delete your Account you may send an email request to Tonara at [email protected]. Following such request, Tonara shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
8. Payments to Tonara.
   • 8.1. Upon completion of a free trial period, if applicable, use of Tonara Studio requires subscribing to a package, as available on the Site from time to time.
   • 8.2. If you are a Teacher or a School, you agree to pay Tonara the fees as specified on the Site in accordance with the package for which you have subscribed (the "Fee").
   • 8.3. Payment of Teacher's Fees shall be made in advance for the entire subscription period upon registration. Payment of School's Fees shall be made monthly in arrears, at the end of each subscription month.
   • 8.4. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policy before using such services.
   • 8.5. Where applicable, taxes may also be charged.
   • 8.6. Subject to applicable law, except as expressly provided in these Terms, fees are non-refundable. For the avoidance of doubt, subject to applicable law, any termination of your account shall not entitle you to a refund of any payment you have made in advance to Tonara.
   • 8.7. Please note that Tonara may impose or deduct foreign currency processing costs on or from any payments or payouts by Tonara in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.
   • 8.8. You are solely responsible for properly canceling your account. An email or chat request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the ‘Unsubscribe Now’ link in the settings tab within your Desktop account.
9. Intellectual Property Rights.
   • 9.1. Content and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Materials"), and (ii) User Submissions, as defined below (together with the Materials, the "Content"), and (iii) the trademarks, service marks and logos contained therein ("Marks"), are the property of Tonara and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Tonara”, the Tonara logo, and other marks are Marks of Tonara or its affiliates.  All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
   • 9.2. Use of Content. The content on the site is provided to you “as is” for your personal use only and may not be used, copied, distributed, broadcast, displayed, sold or licensed for commercial purposes. To the extent that you are permitted to print and download a copy of the content, you must retain all copyright and other proprietary notices contained therein.
10. User Submissions.
    • 10.1. Responsibility. The Site may permit the submission, hosting, sharing and publishing of Content by you and other users ("User Submissions").  You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions.  You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them.  We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Site (including User Submissions) at any time and for any reason.
    • 10.2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Tonara to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms.  Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions.  "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.  You retain all of your ownership rights in and to your User Submissions. You represent that you have not disabled the ability to print, download or make available your User Submission.
    • 10.3. License to User Submissions. By submitting the User Submissions to Tonara, you hereby grant Tonara a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and Tonara's business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law.  You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
    • 10.4. Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.
    • 10.5. Exposure. You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that Tonara is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Tonara with respect to the above.
    • 10.6. Spam. You agree not to, and will not, use the communications systems provided by the Site to send unauthorized commercial communications and you shall be solely responsible and liable for any such unauthorized communications.
11. Information Description. We attempt to be as accurate as possible.  However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free.  We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content.  Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
12. Links. 
    • 12.1. The Site may contain links, and may enable you to post content, to third party websites that are not owned or controlled by Tonara. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites.  You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release Tonara from any and all liability arising from your use of any third party website.  Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
    • 12.2. Tonara permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Tonara or present any false information about Tonara and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior written consent; (iv) you shall not link from a website ("Third Party Website") which prohibits linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
13. Privacy. We will use any Personal Data that we may collect or obtain in connection with the Site in accordance with our Privacy Notice.  You agree that we may use Personal Data that you provide or make available to us in accordance with the Privacy Notice.
14. Copyright Policy. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright and Content Policy which may be viewed at: Tonara.com/copyright ("Copyright Notice").
15. Warranty Disclaimers.
    • 15.1. This section applies whether or not the services provided under the Site are for payment. Certain jurisdictions may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply to you.
    • 15.2. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TONARA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  TONARA DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS.  THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS.  YOU AGREE THAT TONARA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.  WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
    • 15.3. TONARA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
    • 15.4. YOU SPECIFICALLY ACKNOWLEDGE THAT TONARA SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    • 15.5. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY SITE USER OR OWNER IN CONNECTION WITH THE SITE OR ANY USER SUBMISSION, YOU AGREE THAT TONARA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE.  TONARA RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
    • 15.6. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY NOTICE, TONARA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.
16. Limitation of Liability.
    • 16.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TONARA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF TONARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
    • 16.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TONARA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE OR UNDER ANY CAUSE OF ACTION EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO TONARA FOR USING THE SITE DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
17. Indemnity. You agree to defend, indemnify and hold harmless Tonara and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms.
18. Term and Termination. These Terms are effective until terminated by Tonara or you.  Tonara, in its sole discretion, has the right to terminate these Terms and/or terminate or suspend your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms).  Grounds for such termination or suspension may include (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing or abusive behavior, (iii) behavior that is illegal or harmful to other users, third parties, or the business interests of Tonara; or (iv) failure to make payment in accordance with the terms specified herein, including chargebacks. If your account is terminated, you may not rejoin Tonara again without express permission. Upon termination of your account, you shall not have any further access to any Content that may be available through your account. Tonara shall not be liable to you or any third party for termination of the Site, or any part thereof.  If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site.  Upon termination of these Terms, you shall cease all use of the Site. This Section 18 and Sections 9 (Intellectual Property Rights), 10.3 (License to User Submissions), 13 (Privacy), 15 (Warranty Disclaimers), 16 (Limitation of Liability), 17 (Indemnity), and 19 (Independent Contractors) to 22 (General) shall survive termination of these Terms.
19. Independent Contractors. You and Tonara are independent contractors.  Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Tonara.  You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Tonara.
20. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Tonara without restriction or notification to you. Any prohibited assignment shall be null and void.
21. Governing Law and Jurisdiction. These Terms and the relationship between you and Tonara shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws and to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder.
22. General - These Terms shall constitute the entire agreement between you and Tonara concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
23. Contact Information.If you have any questions or concerns about the Terms for this Site or their implementation, you may contact us at [email protected].

Last updated:  September 15, 2020