Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are a legal agreement between FirstChair Apps LLC, a Utah limited liability company ("FirstChair Apps," "we," "us," or "our"), headquartered in Saratoga Springs, Utah, and you ("Customer"). "You" means both the individual creating or administering an account and, if applicable, the organization on whose behalf that individual acts. By creating an account or using any FirstChair Apps product or platform (collectively, the "Service"), you agree to these Terms. If you do not agree, do not use the Service.

You represent and warrant that you have authority to bind any organization you represent to these Terms.

2. Eligibility

You must be at least 16 years old to create an account or use the Service. By using the Service, you represent that you meet this requirement. We do not knowingly collect information from individuals under 16.

3. The Service

The Service includes software-as-a-service products offered by FirstChair Apps LLC, including Ensemble by FirstChair Apps and future products. Each product provides community music groups with tools for member management, attendance tracking, season planning, sheet music distribution, and related administrative functions. We reserve the right to modify, add, or remove features at any time with reasonable notice.

4. Accounts

4.1 Registration. You must provide accurate, complete information when creating an account and keep it current.

4.2 Security. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at firstchairapps@gmail.com of any unauthorized use.

4.3 One Account per Group. Each subscription is product-specific and covers one ensemble or group. Separate groups or separate products require separate subscriptions.

5. Subscriptions and Payment

5.1 Billing. The Service is offered on a subscription basis. Fees are billed in advance on your selected billing cycle (monthly or annual). All fees are in U.S. dollars.

5.2 Payment. You authorize us to charge your payment method on file for all applicable fees. You are responsible for keeping your payment information current.

5.3 Price Changes. We may change subscription fees upon at least 30 days' prior written notice. Continued use of the Service after the effective date constitutes acceptance of the new fees.

5.4 Taxes. Fees do not include applicable taxes. You are responsible for all taxes associated with your subscription.

6. Cancellation and Refunds

6.1 Cancellation. You may cancel your subscription at any time through your account settings or by contacting us at firstchairapps@gmail.com.

6.2 Refunds. Upon cancellation, you are entitled to a prorated refund for the unused portion of your current billing period, calculated from the date of cancellation.

6.3 Grace Period. If a payment fails or a subscription lapses, your account will remain accessible for 7 days during which you may resolve the payment issue. If not resolved, access will be suspended.

6.4 Reinstatement. Suspended accounts may be reinstated by resolving any outstanding balance.

7. Data Retention and Deletion

7.1 Retention After Termination. Following termination or expiration of your subscription, we will retain your data for 90 days (the "Retention Period"). After the Retention Period, your data will be permanently deleted.

7.2 Data Export. During the Retention Period, you may request an export of your data by emailing firstchairapps@gmail.com. We are not obligated to provide exports after the Retention Period has expired.

8. Customer Content

8.1 Ownership. You retain all ownership rights to content you upload or create through the Service, including documents, photos, music files, and any other materials ("Customer Content").

8.2 License to FirstChair Apps. By uploading Customer Content, you grant FirstChair Apps a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and process your Customer Content solely as necessary to provide and improve the Service. This license terminates when your Content is deleted from our systems.

8.3 Responsibility. You are solely responsible for your Customer Content and represent that you have all rights necessary to grant the license above. You must not upload content that infringes third-party intellectual property rights, including copyrighted music scores unless properly licensed.

9. FirstChair Apps Intellectual Property

The Service, including its software, design, logos, and documentation, is owned by FirstChair Apps LLC and protected by applicable intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable license to access and use the Service during your subscription term. You may not copy, reverse-engineer, sublicense, or resell any portion of the Service.

10. Marketing

FirstChair Apps may reference your ensemble's name as a customer of the Service in marketing materials, our website, and similar contexts. If you prefer we not do so, you may opt out at any time by emailing firstchairapps@gmail.com with the subject "Marketing Opt-Out."

11. Acceptable Use

You agree not to use the Service to:

• Send unsolicited bulk messages (spam) to members or third parties;
• Upload or distribute malware, illegal content, or content that violates any applicable law;
• Impersonate any person or entity, or misrepresent your affiliation with any organization;
• Attempt to gain unauthorized access to the Service or any related systems;
• Violate any applicable local, state, national, or international law or regulation.

We reserve the right to suspend or terminate accounts that violate these restrictions.

12. Privacy and Data Protection

12.1 Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12.2 Data Controller / Processor. With respect to the personal data of your members, you act as the data controller and FirstChair Apps acts as a data processor, processing data only on your instructions and as necessary to provide the Service.

12.3 GDPR. If you or your members are located in the EU or EEA, you acknowledge your obligations under GDPR and represent that you have a lawful basis for sharing member personal data with FirstChair Apps.

12.4 CCPA. If you or your members are California residents, you acknowledge rights under the CCPA, including the right to know, delete, and opt out of sale of personal information. FirstChair Apps does not sell personal information. Requests may be directed to firstchairapps@gmail.com.

12.5 Security. We implement commercially reasonable technical and organizational measures to protect Customer Content and member data. However, no system is completely secure.

13. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, FIRSTCHAIR APPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIRSTCHAIR APPS' TOTAL CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO FIRSTCHAIR APPS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL FIRSTCHAIR APPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR GOODWILL.

15. Indemnification

You agree to indemnify, defend, and hold harmless FirstChair Apps LLC and its officers, members, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Service; (b) your Customer Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.

16. Term and Termination

16.1 Term. These Terms begin when you create an account and continue until your subscription ends or the Terms are otherwise terminated.

16.2 Termination by You. You may cancel at any time as described in Section 6.

16.3 Termination by FirstChair Apps. We may suspend or terminate your account immediately upon notice if: (a) you materially breach these Terms and fail to cure within 10 days of notice; (b) you fail to pay fees; (c) we are required to do so by law; or (d) we cease offering the Service.

16.4 Effect of Termination. Upon termination, your right to access the Service ends immediately (subject to any applicable grace period). Sections 7, 8, 12–16, and 18–19 survive termination.

17. Dispute Resolution

17.1 Informal Resolution. Before initiating arbitration, you agree to contact us at firstchairapps@gmail.com and give us 30 days to attempt to resolve the dispute informally.

17.2 Binding Arbitration. If informal resolution fails, any dispute shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. Arbitration shall be conducted in Utah County, Utah, or via videoconference.

17.3 Class Action Waiver. You waive any right to bring or participate in any class, collective, or representative action.

17.4 Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

18. Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict of law provisions, except to the extent federal arbitration law applies.

19. Changes to These Terms

We may modify these Terms from time to time. We will notify you of material changes by email at least 14 days before the changes take effect. Continued use of the Service after the effective date constitutes your acceptance of the updated Terms.

20. General

20.1 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and FirstChair Apps with respect to the Service and supersede all prior agreements.

20.2 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force.

20.3 No Waiver. Our failure to enforce any right or provision does not constitute a waiver of that right.

20.4 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.5 Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond their reasonable control.

21. Contact

FirstChair Apps LLC
Saratoga Springs, Utah
firstchairapps@gmail.com