Terms & Conditions
Welcome to www.philomathstudios.com, as operated by Philomath Studios LLC, All Rights Reserved. Registered in Illinois, US.
Last updated April 1st, 2023
Our Terms and Conditions govern the use of Philomath Studios, LLC’s music production, writing (i.e. songwriting, composition, and arranging), audio engineering (i.e. recording, editing, and mixing), coaching/consulting services, and Website.
By accessing and using the Website and its services, You agree to abide by these terms. Please note that these terms may change at any time without prior notice, and it is Your responsibility to keep informed by reviewing the Terms & Conditions page on Our Website. The Website may contain inaccuracies, omissions, or typographical errors, including pricing and product information. We do not guarantee the accuracy or completeness of such information and reserve the right to correct errors or update information at any time without notice.
2. INTERPRETATION & DEFINITIONS
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or plural.
Affiliate means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest, or any other non-Voting securities entitled to vote for the election of directors or other managing authority.
Business Day shall refer to any day other than a Saturday, Sunday, or legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in Cook County, Illinois.
Company (referred to as either “the Company”, “We”, “Us” or “Our”) refers to Philomath Studios, LLC.
Convenience Fee shall refer to any fee for any service rendered beyond the scope of a Service Contract or rendered outside Our operating hours (extra coaching sessions, extending a recording session, extra mix revisions, making demos last minute etc.)
Device means any device that can access the Service such as a computer, a cellphone, or a digital tablet.
Guest shall refer to any of Your agents, business partners, subcontractors, or any other individual whom You invite to a session or meeting (i.e. extras) that does need to be present for Us to render Our services (promoters, significant others, etc.)
Materials refers to the physical or digital results (master recordings, miscellaneous audio files, sheet music, PDFs, etc.) of Our services that We deliver to You under the Project.
Project refers to the services and Materials We provide for payment within a timeline agreed-upon in a Service Contract.
Service Contract shall refer to any signed agreement between You and the Company for a Project (production agreement, statement of work, etc.) that incorporates these Terms and Conditions. The Service Contract contains the scope of work, timeline, and payment for a Project.
Suspend refers to pausing the services We are providing You at Our discretion for any period of time.
Team Members shall refer to individuals or entities that You employ, partner with, or contract/subcontract, or act as Your agent (personal manager, label rep, musicians, assistants, etc.).
Terminate refers to prematurely ending the Project at the discretion of either Us or You.
Website (referred to as either “Website” or “Site”) refers to Philomath Studios, accessible from (www.philomathstudios.com)
You (also referred to or “Your”) shall mean the individual (i.e. client) accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using Our services, as applicable.
3. GENERAL TERMS
The Company’s operating hours are 10 AM to 6 PM Central Standard Time (Chicago Time) from Monday through Friday. All communications and services We provide will be done during these hours.
We reserve the right to archive the files created from Our services. We will keep the files readily available for You to request copies of for up to one (1) year. After which, file retention is not guaranteed.
The Site and its original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of the Company and its licensors.
The Site is protected by copyright, trademark, and other laws of Illinois, the United States, and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Right To Share
We reserve the right to share any result of the services We render on Our Site, other websites
controlled by Us, on social media, with publications, and to submit work for awards for Our
services/contributions. If You have any confidentiality requirements, please inform Us before We
finalize and sign the Service Contract. We do not guarantee secrecy if You fail to do so.
Both parties are responsible for appropriate conduct during the Project. Either party may reschedule or cancel a session or meeting due to inappropriate conduct by the other party. Inappropriate Conduct is refers to any of the following (The first item, “A”, is only applicable to You):
A) You interfere with Our processes and responsibilities and/or impede Our ability to
operate with the following actions, including, but not limited to:
– Excessive micromanagement
– Lack of trust in Us
– Executing decisions while having no reason to or lacking the ability to do so
B) Repeated or excessive absence or tardiness to scheduled meetings and sessions.
C) Lying to the other party in a way is excessive or interferes with the other’s work in the
D) Impairment or any lack of ability to work resulting from any recreational drug use
E) Harassment or violent/abusive behavior directed towards anyone.
F) Any property damage caused regardless of intent or violent/grossly-negligent behavior
G) Any illegal activity as governed by State or Federal Law.
Your Team Members and Guests are under Your responsibility. We reserve the right to limit the number of Guests or exclude them from meetings/sessions if they interfere with Our services.
You reserve the right to Terminate any Project due to inappropriate conduct from Us. Likewise, We reserve the right to Suspend or Terminate any Project due to inappropriate conduct from You, Your Team Members, or Your Guests at Our discretion.
If either party causes property damage to the other or a third party involved in the Project, the offending party will be liable for all costs associated with repairing or replacing the damaged property. Normal wear and tear and factors outside of either party’s control are excluded. You, Your team members, and Your guests are prohibited from touching any equipment that You do not own unless instructed to do so.
4. PROJECT TERMS
Outside of Operating Hours, any communication from You about Your Project, such as calls, emails, or texts, may not receive a response until the next Business Day. During the Project, all communication will be centralized through email. We may use other forms of communication at Our discretion, but We do not guarantee to keep track of them.
You must follow Our directions to send updates, feedback, and revision requests. The timeline of Your Project may change based on how promptly We receive Your feedback. We are not liable for any delays caused by delayed feedback.
Our preferred methods of communication may change, and We will notify You if this happens.
We will only provide services and deliverables as outlined in the Service Contract. We may offer additional services beyond the scope of the original agreement at Our discretion if You request them.
All scheduled recording and writing sessions, meetings, and calls will end at their appointed time, unless We agree to extend at Our discretion. Additional services and extended sessions/meetings will incur a Convenience Fee. You will be given a quote beforehand, and the fee will be added to Your invoice or due at the time of delivery. You may decline the service.
All production, arrangement, edit, mix, and mastering revisions shall be limited to three (3) rounds for each type. If You want a round of revisions completed that goes beyond that, You will incur a Convenience Fee.
Until all amounts owed for a Project and any additional fees You incur are paid in full, We will retain ownership of ALL Materials, including recorded works, and will not release them in any portion to You until final payment.
Final payment ensures that ONLY the agreed-upon Materials are to be delivered to or become the Your property under the Service Contract for the Project. We retain full ownership of ALL UNUSED/REJECTED intellectual property that We create (arrangements, lyrics, tracks, etc.).
Rescheduling & Cancellation
You must provide at least 72 hours notice to cancel or reschedule any meeting or session, except for events outside Your control (e.g. illness, injury, bereavement, family crisis, or act of God). If You fail to give sufficient notice, You will be responsible for the expenses incurred to cancel or reschedule. For instance, canceling or rescheduling a studio session without proper notice will result in forfeiting the original payment and being billed again for the rescheduled session.
5. PAYMENT TERMS
Payment can be made through Stripe or another method chosen by the Company. Any changes to the billing method will be communicated to You in advance. Payment cards will be subject to validation and authorization by Your card issuer. You must provide complete and accurate billing information, including full name, address, state, zip code, telephone number, and valid payment method information. Delay in services due to lack of authorization, inaccurate billing information, or lack of payment is not Our responsibility.
The deposit is the first payment according to the Service Contract. We will only fully schedule the Project and begin work, after You pay the deposit for the Project. If You and the Company have agreed on a start date for the Project and the deposit is paid after that start date, then the entire timeline of the Project will be adjusted accordingly.
For Projects with the payment split into three or more installments, You must enroll in automatic billing, except for installments dependent on milestones in the Service Contract’s timeline. If automatic billing fails, We will issue an electronic invoice with a deadline to pay the full amount according to the Service Contract.
The initial deposit for any Project is non-refundable. We do not issue refunds on any payments made if the Project is Suspended or Terminated, except if We fail to complete the work due to Our incompetence/neglect or factors outside of Our reasonable control (eg. illness, bereavement, injury, family crisis).
Partial refunds are granted at Our discretion on a case-by-case basis, depending on the work completed, remaining services, amounts paid and outstanding, and vendors/subcontractors paid. If issued, it is Our sole discretion to deliver any further Materials to You.
If We anticipate any issues that may interfere with the Project, We will communicate and work on solutions with You. If We fail to communicate and complete the work, then You may request a partial refund.
Refunds will not be granted if You simply do not like the results of Our work. We strive to ensure Your satisfaction with the result of the Project, but We are not responsible for how You feel about it.
You agree to promptly communicate any issues with payment delivery. You may request a Suspension if You are facing extenuating difficulties with Your finances. Work will be halted if payment is late and will resume once payment is made.
A grace period of up to five (5) Business Days will be allowed. If payment is not made within this time or an alternative date is not agreed upon within twenty (20) Business Days, the Project will be Suspended or Terminated at Our discretion.
Any service You request that involves excess time, work outside of operating hours, or services beyond the scope of the Service Contract will incur a Convenience Fee. You will always be informed of any Convenience Fee amounts and reasons for their application before You are billed. We will inform You via email or phone call.
You will always have the choice to accept or decline any Convenience Fee. However, declining the Convenience Fee will mean that services beyond the Service Contract’s scope will not be provided. If you accept, you must confirm in writing via email.
Depending on the service requested, the Convenience Fee will be billed upon delivery or added to your invoice for later payment. Due the high variation of possible services and needs, Convenience Fees are given by quote only. The billing method is at Our discretion.
6. SUSPENSION & TERMINATION OF SERVICES
Suspension & Termination
You reserve the right to freely terminate a Project before the completion of the Our services. If You decide to terminate a Project, then any payments made are non-refundable. We reserve the right to suspend any Project for any of the following reasons:
A) You request for the Project to be suspended for personal or financial reasons which will
not to exceed a period of twelve (12) months.
B) You violate any of these Terms.
C) You either fail, refuse, or neglect to deliver to Us the compensation for the Project.
If both parties have not resolved the issue and agree on a date to resume the Project within
sixty (60) Business Days of suspension, then the Company reserves the right to terminate the
Project freely. In this case, any payments made will be forfeited. The date to resume the Project will be subject to the Our availability.
Both parties agree to give fair notice (at least ten  Business Days) to the other with an
adequate chance to resolve the situation without resorting to suspension or termination.
No-Communication, Lack Of Action, & Failure
If We fail to adhere to the Project’s timeline due to Our incompetence, neglect, or uncontrollable factors (such as illness, bereavement, injury, or family crisis) for twenty (20) Business Days, You may terminate the Project. If We anticipate any factors outside of Our control interfering with Our work, We will discuss possible solutions with You before You may terminate the Project. If We fail to communicate with You while failing to adhere to the Project’s timeline, You may terminate the Project.
If You do not communicate with the Company for twenty (20) Business Days, the Company reserves the right to Suspend the Project until You and the Company agree on a date to resume the Project. If You slow or impede the Project down through a lack of effective communication (that moves the Project forward) or inaction on Your part, We reserve the right to Suspend the Project after reasonable effort on Our part to correct the issue.
7. DISPUTE RESOLUTION
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each “Dispute” and collectively, the “Disputes”) brought by either you or Us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least twenty (20) Business Days before initiating the arbitration. Such informal negotiations commence upon written notice (via email or print mail) from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: http://www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, We will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the United States, Illinois. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States, Illinois, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms and Conditions.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) 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.
Exceptions to Informal Negotiations and Arbitration
8. LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES
By entering, you agree to release and hold harmless Philomath Studios, LLC and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and managers from any liability, loss, litigation, claim or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) viruses, spyware, or device damage, (ii) inaccuracies or errors, (iii) damage caused by third-parties, (iv) typos and description inaccuracies.
We cannot predict when issues might arise with Our service. We are not responsible for lost profits, data, or any kind of damages connected to you using the Site.
IN NO EVENT WILL WE OR OUR MANAGERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
“AS-IS AND AS-AVAILABLE” DISCLAIMER
THE SITE AND OUR SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (6) ANY DAMAGE CAUSED BY A THIRD-PARTY AND/OR (7) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, affiliates, and all of Our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Us, and you agree to cooperate, at your expense, with Our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Visiting the Site, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications We provide to you electronically, via email, and on the Site, satisfy any legal requirement that such communication is in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Links to Other Websites
Our Site may contain links to third-party Websites or services that are not owned or controlled by the Company. We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.
The Company has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss 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 or through any such websites or services.
With the exception of any Service Contract that the Company signs, these Terms and Conditions and any policies or operating rules posted by Us on the Site or with respect to the Site constitute the entire agreement and understanding between You and Us.
No Joint Venture
There is no joint venture, partnership, employment, or agency relationship created between You and Us as a result of these Terms and Conditions or use of the Site.
If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions or of Our right to require strict observance of each of the terms herein.
These Terms and Conditions operate to the fullest extent permissible by law. Section headings are for reference purposes only and shall not affect the interpretation or meanings of these Terms. We may assign any or all of Our rights and obligations to others at any time.
Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control. You agree that these Terms and Conditions will not be construed against Us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
These terms shall be construed with the laws of the State of Illinois, without regard to any conflict of law provisions.
In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact Us at:
Philomath Studios, LLC
4137 Sauk Trl, Ste 337
Richton Park, IL, 60417