Course Participation

Terms and conditions of participation:
By enrolling into one of the courses listed herein or participating in one of the programs offered by Levels Music Production Ltd. (“Levels”) you hereby agree to the terms and conditions contemplated herein and acknowledge that your acceptance of these terms and conditions serve as a condition for Levels’ consent to allow your participation in its courses and programs (referred herein together as “course”).

A. GENERAL:
1. The enrollment into a course is personal and the rights and obligations herein shall not be assigned to any third party without prior written approval by Levels. In a case the signing individual is acting as a legal guardian of another person, these terms and conditions shall be binding upon both the legal guardian and the dependent individual.
2. This Agreement shall have equal binding effect and legal power whether a course was paid or free, personal or group, in-person or online and to any other circumstances where Levels offers its professional content to the use by Client.
3. Client hereby agrees that all content used by Levels for its courses (including the content posted by Levels as its website, forum or social media pages) is either owned or duly licensed by Levels for such use, and the Client is hereby authorized to use the content exclusively for the purpose of participating in a course. Except as provided herein, nothing contained in this Agreement shall be interpreted as providing the Client with any rights or license to acquire, use or distribute the content provided by Levels. Without limiting the generality of the foregoing, any use of the content offered by Levels for commercial purposes (including advertising, marketing, sale of content and more) is absolutely forbidden.
4. Where certain content offered by Levels has been modified, improved or incorporated by the Client in its productions as a part of the Client’s participation in a course, the Client shall not use such modified content for any purpose other than participating in a course and/or demonstrating Client’s productions to other clients and participants of the course or of Levels community.

B. PURCHASE OF COURSES, REFUNDS AND MONEY-BACK POLICY
1. All purchases of courses and training programs offered by Levels shall be processed through Levels’ website.
2. Client shall be responsible to review program’s description and to ensure that the program fits to the Client’s needs, requirements and expectations.
3. Unless stated otherwise, all prices are stated in the USD currency. Any purchases made from a non-USD operating jurisdiction might be subject to exchange rates imposed by their respective credit/debit card providers. Levels is not responsible and has no control over such exchange rates and the Client shall verify and ensure her/his agreement to such exchange rate prior to the processing of a transaction.
4. All prices listed by Levels are exclusive of the GST/HST (or other applicable sales taxes) which will be added, if and where applicable, to the total cost of products at the check-out page.
5. The Parties hereby acknowledge and agree that the processing of the payments is performed by a third-party processing provider. Levels sole responsibility with regards to the payments made by the Client shall be to verify that the payment was made in conformity with the pricing published by Levels at its website.
6. Levels offers 60-days money-back for all on-demandvideo courses purchased by the Client. The money-back option will operate as follows:
a. The request must be submitted to Levels within 60 days from the date of purchase;
b. The refund will be processed by Levels less any processing fees and surcharges charged by the payment processing company.

c. Only the first live online class or coaching session is covered by the money back guarantee. Contact support to request a refund after the first coaching session. If more than one live online class or coaching session is covered by the money back guarantee it will be noted on the sales page.
7. Except as provided hereinabove, all purchases from Levels are non-refundable and the sole remedy for the Client will be to apply the purchase price or remaining portion thereof towards future purchases from Levels.

C. CLIENT’S RESPONSIBILITIES
1. Following the purchase of the course, it shall be the Client’s responsibility to participate in the classes and/or activities posted by Levels. Where a course is offered as an in-person instruction, the Client shall be responsible to verify the schedule and attend the course by logging into the Client’s personal account and streaming the course. If missed, the only Client’s remedy shall be to view the recording of such activity (pending its availability at the Levels’ website).
2. Where the Client is provided with a certain number of credits for streaming training content from the Levels’ website, the credits will expire if not used within 12 months from the date of purchase. The Client is responsible to ensure that she/he uses the credits prior to their expiration.
3. As an integral part of the course purchase, the Client will create a personal account with Levels’ website and will acquire the access to Levels’ forum. The Client hereby agrees to comply with the terms and conditions posted by Levels at its website, the provisions of which are hereby incorporated into this Agreement and form and integral part hereof.
4. Where certain purchased programs are offered in a form of an online recorded stream, and unless provided otherwise by Levels, Client has the right to review such programs on as-needed basis until the expiration of the Client’s credits.
5. Any software or existing content used by Levels for the courses and training programs, are offered for the training purposes only and the Client hereby agrees that nothing contained herein shall be deemed as providing the Client with the license to use such software or content for any purpose other than the training and participation in the courses.
6. Levels retains the right to terminate Client’s participation in a course, or to cancel Client’s credits in a case of actual or threatened breach of the terms and conditions contemplated herein.

D. CONTENT CREATION AND LICENSE TO USE
1. The Parties hereby acknowledge that, as a part of the Client’s participation in a course offered by Levels, the Client will be producing certain musical and other creations, either created fully by the Client, or representing modifications and adaptations of existing musical compositions, or a combination of two (referred to as “content”).
2. With regards to the content created by the Client while participating at one of the Level’s courses, the Client herby grants Levels a non-exclusive, royalty free, worldwide, transferrable perpetual license to produce, copy, create derivative works for the purpose of training, demonstration, course production, advertising and marketing of the Levels’ courses and other related purposes, for the distribution in all mediums including without limitation website, online forums, TV and radio broadcasting, social media forums, YouTube clips and broadcasting, podcasts and more.
3. Client hereby declares and warrants, and acknowledges Levels’ reliance on such warranties, that the Client: (i) is the sole and exclusive creator of the content or owner of exclusive rights in content; and (ii) has the legal capacity and authority to grant the license; and (iii) the grant of license herein does not conflict with any existing rights and privileges of a third party capable of limiting or preventing the use of license by Levels; and (iv) content had not been obtained in any unlawful manner and is not subject to any existing injunction rights.
4. Client shall remain the owner of the copyright and other intellectual property rights associated with the content created by the Client, and has the right to grant other non-exclusive licenses with regards to the use and distribution of such content subject to such licenses not being conflicting and/or contradictory to the license granted herein.
5. Levels shall be permitted to change, extend, remix or otherwise modify the content or part thereof, as necessary for the proposed use.
6. All content included in or made available through the website, courses or training materials or otherwise provided by Levels such as tasks, instructions, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, is the property of Levels (or duly licensed to Levels by its respective owner/licensee) and is protected by Canadian and international copyright laws.
7. All business- or trade- or product- or service-names included in or made available through the website are the proprietary tradenames or trademarks owned or licensed by Levels, and shall not be used, copied, distributed in any manner without prior written express authorization of Levels.
8. The Client hereby acknowledges her/his understanding that any content posted by the Client at the Levels forum or social media pages will become publicly accessible for other clients, website/forum users and/or third-party individuals. The Client acknowledges that, while subject to the terms of use posted by Levels at the website, forum and social media, Levels does not control other users and their use of the content posted by the Client. Should Client attempt to prevent any use of her/his content by another client or third party, the Client shall do so by their own means and Levels is not responsible or obliged to support Client in such efforts.

E. CONFIDENTIALITY
1. “Confidential Information” as used in this agreement means any and all information previously or hereafter furnished by or on behalf of the disclosing party to the recipient of such information, including without limitation any and all information relating or pertaining to the existing or future business operations, financial statements, business documents, business project, clients, suppliers and other business, professional and personal information of the disclosing party. Additionally, it includes all artistic creations, production works, music and video clips and other proprietary information, whether disclosed in writing, verbally or by observation, and whether or not identified as “Confidential” at the time of disclosure.
2. Due to the unique nature and significant amounts of artistic expression being created and produced by Levels and its participants and members, and notwithstanding any other means of legal protection (such as copyright), any artistic creation produced by Levels or its members and included on the course materials or posted at its website or forum shall be deemed as confidential information unless made public by its respective creators.
3. The Parties agree not to use any of the Confidential Information obtained from or through the disclosing Party in any manner not expressly authorized by the discloser of such information. Each Party will use reasonable efforts to protect Confidential Information from unauthorized disclosure or use, which will cause irreparable harm for which damages are not an adequate remedy, and the Parties hereby agree for application of common law and equitable remedies or any other remedy available to a court of competent jurisdiction, whether at law, at common law or equity.
4. The rights and obligations of confidentiality under this Agreement shall survive its termination and continue in perpetuity.

F. WARRANTIES OF THE PARTIES
1. Levels warrants and guarantees that the courses and training programs offered at its website comply with their respective descriptions posted by Levels.
2. Each Party hereto represents and warrants that it has full power and authority required to enter into this Agreement and fulfill its obligations hereunder in full, and that the conclusion of and/or fulfillment of the obligations under the Agreement does not violate the terms of any other obligations of the Parties to third parties.
3. Each Party hereto represents and warrants that all and any information supplied by a Party hereunder is true, correct and is not intended to mislead, confuse or coerce the other Party into accepting the terms of this Agreement.
4. Any payments made by credit card will be processed by an independent service provider, which is not related neither controlled by Levels. Any confidential information entered by the Client during payment procedure (credit card details, registration data, address etc.) are not available to Levels; their handling is fully protected by the service provider in compliance with the relevant rules of the payment processing industry in effect on the date of the payment. Levels has no control over such payment processing, accept for ensuring that the service provider is properly authorized to provide its services.

G. EXEMPTION OF LIABILITY - FORCE MAJEURE
1. The Parties shall be released from liability for partial or full non-performance of the obligations under this Agreement if such non-performance is caused by circumstances of insuperable force arising after the conclusion of this Agreement as a result of extraordinary events, which the Parties could not foresee or prevent, such as without limitation fire, natural disaster, war and military operations of all kinds, civil and national unrest, transport blockade, acts adopted by authorities and management bodies that impede the implementation of this Agreement and other circumstances beyond the reasonable control of the Party, as well as failures of telecommunications and power supply networks.
2. A Party affected by force majeure shall promptly, and no later than three (3) working days, notify the other Party in writing about such circumstances. Posting by Levels of the relevant notice of force majeure event at the w
3. ebsite shall constitute sufficient notice.
4. In the event of force majeure, the period for fulfillment of the obligations under this Agreement shall be extended according to the duration of such circumstances and their effects. If force majeure lasts more than three (3) consecutive months, either Party shall have the right to terminate this Agreement unilaterally.

H. LIMITATION OF LIABILITY
1. CLIENT HEREBY AGREES TO RELEASE AND FOREVER DISCHARGES LEVELS FROM ANY CLAIM, COMPLAINT, LEGAL OR ADMINISTRATIVE PROCEEDINGS AND OTHER DEMAND, KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH THE CLIENT’S USE OF THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT HEREBY AGREES AS FOLLOWS:

a. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LEVELS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

b. LEVELS IS NOT RESPONSIBLE FOR ANY INFORMATION PROVIDED BY THIRD PARTIES AT THE SITE OR POSTED BY OTHER CLIENTS AND USERS AT ITS FORUM AND/OR SOCIAL MEDIA PAGES, AND CLIENT HEREBY FOREVER RELEASES LEVELS AND WAIVES ANY OF THEIR RIGHTS AGAINST LEVELS, ITS AFFILIATES, SUBSIDIARIES AND HOLDING COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS, ARISING OUT OF OR IN CONNECTION WITH THE INFORMATION PROVIDED BY OR ACTIONS MADE BY ANY THIRD PARTY AT THE SITE, THE FORUM OR THE COMPANY’S SOCIAL MEDIA PAGES.

2. IN NO EVENT WILL LEVELS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY OUT OF POCKET EXPENSES, WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR EQUITY, ARISING OUT OF OR IN CONNECTION WITH THE SITE, SOCIAL MEDIA PAGES, OR ANY PRODUCTS AND/OR SERVICES PURCHASED THROUGH THE SITE, EVEN IF LEVELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVEN SHALL THE CLAIM OF THE CLIENT EXCEED THE COST OF THE PURCHASED PRODUCT OR $1,000.00, WHICHEVER IS HIGHER.

I. GENERAL
1. This Agreement, website terms and conditions and privacy policy contain the complete Agreement concerning the engagement between the Parties and shall, as of the effective date hereof, supersede all other Agreements whether written or verbal between the parties. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representation including the execution and delivery of this Agreement except such representations as are specifically set forth in this Agreement and each of the parties acknowledges that it has relied on its own judgment in entering into this Agreement. The parties further acknowledge that any payments or representations that may have been made by either of them to the other prior to the date of executing this Agreement are of no effect and that neither of them has relied thereon in connection with dealings with each other.
2. This Agreement shall be read and governed by, and construed in accordance with, the laws of British Columbia and Canada. Each party irrevocably submits to the jurisdiction of the courts of Vancouver, BC with respect to any matter or claim arising with respect to this Agreement
3. The terms and provisions of this Agreement are severable and distinct and if any term of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, then such determination shall not impair the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
4. This Agreement, or any part thereof, shall not be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may assign this Agreement without the prior written consent of the Buyer to a person or entity controlling, controlled by or affiliated with Seller, or any subcontractors performing various parts of work on the vehicle on behalf of the Seller.
5. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in person, by email, fax or by reputable overnight courier service, or if sent by registered or certified mail, with postage prepaid and return receipt requested, to the addresses in the Agreement or to such addresses as a party may designate from time to time pursuant to this Section.