Legal

Adventures in Syncopation, LLC ("Adventures" or "we") welcomes to you to our adventuresinsyncopation.com, along with any other mobile or online services and/or applications owned, controlled, of offered by Adventures (collectively the "Service").

BY VISITING THE WEBSITE, YOU ARE CONSENTING TO THE FOLLOWING TERMS OF USE. THERE ARE PROVISIONS BELOW CONSTITUTING A WAIVER OF CERTAIN LEGAL RIGHTS. PLEASE READ ALL INFORMATION CAREFULLY.

The Website is based in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with all applicable laws of your specific jurisdiction.

THIS IS A BINDING AGREEMENT. By using the Website or any services provided in connection with the Website, you agree to abide by these Terms of Use, as they may be amended by Adventures from time to time. Adventures will post a notice on the Website any time these Terms of Use have been changed or otherwise updated.

NO LICENSE

Nothing contained on the Website should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Adventures or by any third party.

AGE

The Website is intended only for users aged 18 or older. Individuals under the age of 18 are strictly prohibited from using the Website.

INTELLECTUAL PROPERTY / RESTRICTIONS ON USE

The Website contains text, graphics, logos, images, coursework, software, video or audio files, and other material provided by or on behalf of Adventures (collectively referred to as the "Content"). The Content includes the specific selection and arrangement, or design, of all Content. Adventures retains all right, title and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You agree not to duplicate, imitate, copy, reproduce, transmit, publish, display, distribute, sell, transfer, assign, license, sub-license, publicly perform, commercially exploit or create derivative works of such material and content, nor to help or assist third parties in doing the same. You are also prohibited from posting any portion of the Content in either print or digital format, included on any other website, social media page, or in a networked computer environment for any purpose. The Content may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or disparages or discredits anyone.

You agree not to use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired. You agree not to attempt any unauthorized access to any part or component of the Website. You shall not use the Website for any illegal purposes, and you will use it in compliance with all applicable laws and regulations.

You agree that in the event that you have any right, claim or action against any User arising out of that User's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

USER CONTENT LICENSE & SUBMISSIONS

You grant Adventures a license to use the materials you post, or provide to Adventures to post, to the Website or Service. There may be portions of the Website that allow for the posting of comments, photographs or other content ("User Content"). You may submit such content via the Website so long as it is not threatening, objectionable, illegal, obscene, defamatory (to us or anyone else), invasive of privacy or intellectual property rights, or otherwise injurious to us or third parties.  User Content may also not advocate or encourage conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or advertise or otherwise solicit funds or act as a solicitation for goods or services. Adventures reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Adventures intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

Any content that you submit to us will not be subject to any expectation of privacy, trust, or confidence between us and no confidential, fiduciary or other relationship is intended or created between you and us.

You agree that we shall have unrestricted rights to use the Content for any and all purposes whatsoever, commercial or otherwise, without any further permission from or any payment to you or anyone else. This includes rights to use the name that you submit, along with any other name by which you are known, in connection with the User Content. You will not be compensated for any User Content.  

You represent and agree that you own, have full rights to or otherwise control all User Content that you submit or send to us, that such User Content is accurate and truthful and does not violate these Terms of Use, or our Privacy Policy.

You agree to indemnify us and our affiliates and designees from and against any and all claims arising out of, resulting from or relating to any such User Content. We have the right, but not the obligation, to review and remove any activity or content involving you or your account. We assume no responsibility and have no liability for any User Content created or posted by you or anyone else.

Each time that you access the Website or create or submit User Content, you agree to ratify and confirm the terms of the then-existing User Content License for that submission and all previous submissions by you to us.

GOVERNING LAW

These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in or nearest San Mateo County, California in all disputes arising out of or related to the use of the Website.

EXTERNAL & THIRD-PARTY CONTENT

You assume all of the risk, responsibilities and consequences resulting from your use of, or access to, third-party websites. You further agree that we are not responsible for the availability of any external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the content (including misrepresentative or defamatory content) of any third party websites, nor for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external websites or resources, including those of affiliates, joint-venture partners, or others to whom we might provide links from time to time.

WEBSITE CHANGES

We reserve the right to modify or withdraw, temporarily or permanently, the Website (or any part of the Website) with or without notice to you. You agree that we shall not be liable to you or any third party for any modification to or withdrawal of the Website. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website. We may also alter these terms and conditions from time to time, and thereby your use of the Website (or any part of it), following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms of Use have been changed. If you do not agree to any change to the Terms of Use then you must stop using the Website immediately.

PROHIBITED USES

Adventures imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Website or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Website, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Website or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Adventures in providing the Website or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

DIGITAL MILLENNIUM COPYRIGHT ACT; COPYRIGHT INFRINGEMENT

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, Adventures has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, users or account holders who are deemed to be repeat infringers. Adventures may also (at its sole discretion) limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not repeat infringement has occurred.

If you believe that anything on the Website or Service infringes upon any copyright that you own or control, please contact us immediately via email.

Adventures reserves the right to terminate your use of the Service and/or the Website, with or without notice to you, and without liability to you, if Adventures believes that you have violated any of the Terms of Use, furnished Adventures with false or misleading information, or interfered with use of the Website or the Service by others.

INDEMNIFICATION

You agree to fully indemnify, defend and hold us (including our agents, representatives, and assigns, collectively the "Indemnified Parties") harmless from and against any and all claims, liability, damages, losses, costs and expenses, including legal fees and expenses, suffered by us and arising out of any breach of the conditions by you or any other liabilities arising out of your use of the Website or Services, or the use by any other person accessing the Website using your password, personal computer or other electronic device, or internet access account. You shall cooperate with us in the defense of any claim including provide us with assistance, without charge, in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you as we deem necessary. We reserve the right to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by you. You shall not settle any third party claim or waive any defense without our prior written consent.

NO WARRANTIES

ADVENTURES HEREBY DISCLAIMS ALL WARRANTIES. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE AND ANY CONTENT HEREIN IS AT YOUR OWN RISK. COMPANY IS MAKING THE WEBSITE AVAILABLE "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADVENTURES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR ANY OF ITS CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT HOST SUCH CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE FULLY FUNCTIONAL, ACCURATE OR RELIABLE.

LIMITED LIABILITY

COMPANY'S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY ADVENTURES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION.

YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS "DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY" AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY. YOU EXPRESSLY AGREE TO RELEASE AND DISCHARGE ALL INDEMNIFIED PARTIES (AS DEFINED ABOVE) FROM ANY AND ALL CLAIMS OR CAUSES OF ACTIONS AND YOU AGREE TO VOLUNTARILY GIVE UP AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST ANY INDEMNIFIED PARTY FOR PERSONAL INJURY OR PROPERTY DAMAGE.

UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE EXEMPLARY OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM THE USE OF OR ANY INABILITY TO USE, THE WEBSITE OR ANY CONTENT OR FUNCTIONS THEREOF; OR ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE OR ANYONE ELSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT YOU MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE RIGHT TO ACCESS OR PARTICIPATE IN ANY ACTIVITY RELATED TO THE WEBSITE OR $100.00.

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND OUR OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER WE NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY WEBSITE, SERVICE, SOFTWARE OR HARDWARE, OR ANY DELAY OR FAILURE YOU MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO THE WEBSITE.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

WHERE CERTAIN STATE LAWS DO NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

SEVERABILITY; WAIVER

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

ENTIRE AGREEMENT

These Terms and Conditions, including any other documents referenced herein, e.g., Privacy Policy, (as amended from time to time) contain the entire Agreement between you and us relating to the Website and any matter covered and supersedes all prior and contemporaneous agreements, representations, understandings or proposals between us. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions.

AMENDMENTS

Adventures reserves the right to amend these Terms at any time. All amendments to the Terms shall be forward-looking.

DISPUTE RESOLUTION & BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Content, or the Website (each, a "Dispute"), the parties agree to first submit the matter to mediation to be conducted by a mutually-selected, qualified, neutral, third-party attorney/mediator located in San Mateo County, California. Such mediation may occur in-person, online (via webcam), or telephonically, and shall be scheduled within 30 days of either party providing the other with a request to mediate. Should mediation fail to resolve the dispute, either party may request that the dispute be resolved by confidential, binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator whose decision shall be final except for a limited right of appeal under the FAA. Any court in San Mateo County, California may enforce the arbitrator's award. The arbitration may be conducted in person, through the submission of documents, by phone, or online and shall be conducted by a qualified American Arbitration Association (AAA) arbitrator. If conducted in person, the arbitration shall take place in San Mateo County, California. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In addition, we may litigate in court to seek injunctive relief.

CLASS ACTION WAIVER

You agree that any arbitration or court proceeding shall be limited to the dispute between us and you, individually. To the full extent permitted by law, (1) no arbitration or legal proceeding shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

ELECTRONIC COMMUNICATION

When you visit the Website or correspond with us via e-mail, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

MISCELLANEOUS LEGAL PROVISIONS

No waiver of any of the provisions herein by Adventures shall constitute a waiver of any other provisions, nor shall any waiver constitute a continuing waiver. The subject headings in this Agreement are provided for convenience only and shall not alter the construction or interpretation of any of its terms or provisions. If any provision of these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

COPYRIGHT. Everything on this website, including these Terms & Conditions is copyright Adventures in Syncopation, LLC, 2021.