Updated December 21, 2023
The following terms and conditions apply worldwide.
“Seller” means OrchPlayMusic Inc., a registered Canadian corporation.
“End-User” or "Buyer" mean the legal entity or person who buys a Good or Service directly from Seller for his, her or its own personal use.
These terms and conditions (“Terms and Conditions”) along with any Seller provided price list, schedule, quotation, acknowledgement or invoice issued or provided in connection with the sale of Goods and the provision of any Services, and all documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Goods and/ or the provision of Services and any future sale of Goods and/ or provision of Services to Buyer.
By placing a purchase or subscription order, Buyer expressly consents to these Terms and Conditions with respect to the purchase of Goods and the provision of any Service.
If you are under the age of eighteen (18), or the applicable age of majority in your province, state or jurisdiction, you must (i) obtain the permission of your parent or guardian prior to purchase of Goods and Services, and (ii) obtain any necessary authorization from your parent, guardian or applicable third party to charge the credit card or other payment method.
Acceptance of Seller’s Offers and of Buyer’s Orders, and any changes or amendments thereto, is expressly conditioned upon Buyer’s assent to this Agreement. Seller’s failure to object to any terms or any other provisions contained in any communication from Buyer, including, but not limited to, Buyer’s Orders, does not waive any of the terms specified herein. Seller’s acceptance of any resulting Order or Buyer’s receipt of Goods and/or Services, whichever occurs first, will conclusively evidence Buyer’s unconditional acceptance of these Terms and Conditions.
Unless agreed to otherwise in writing by Seller, all prices are stated in Canadian Dollars.
All prices relate to the particular Good or Service only, and, in particular, the prices do not include the costs of taxes or related fees, installation, instruction or other auxiliary services, unless otherwise agreed to by Seller in writing.
The amount of any present or future sales applicable to sale of Goods or provision of Service will be added to the invoice and must be paid by Buyer. Seller bears no responsibility for the amount associated with such taxes.
6.1 Unless otherwise agreed to by Seller, payment must be received by Seller prior to Seller’s acceptance of an Order for a Pro, Teacher or Institutional subscription and the activation of subscription features.
6.2 Unless the purchase is managed by an academic institution, students must provide a proof of enrolment (student ID card picture) before their subscription is activated.
6.3 Payment for the Goods and Services are made through the PayPal system using a PayPal account unless another prearranged payment method had been agreed upon between Seller and Buyer. The Seller may offer other payment systems in the future.
7.1 The sale of all new Goods is subject to Seller’s reimbursement policy contained herein.
7.2 End-Users shall be entitled to obtain a refund of the purchase price of the OrchPlay software within fourteen (14) days of the original date of purchase from Seller if the sold OrchPlay software is proven to malfunction or does not function according to the advertised features on recommended computer platforms. The Seller guarantees a refund to the Buyer within seven (7) days time period even if no reasons are provided if the Buyers sends such a request by email.
7.3 Once the 14-days reimbursement window is over (7.2), the End-Users cannot cancel a yearly subscription before the end of the subscription unless the software is proven to be non-functional.
OrchPlayMusic takes every step to insure that the OPL files on their server are compatible with the software; OrchPlayMusic cannot be held responsible for the End-User malfunctions of the transmission system (internet providers, routers, etc.), faulty hardware (example: defective sound card), a corrupted/out-of-date operating system, or an operating system not meeting the system requirements displayed below the software download link.
The Buyer/End-User agrees to the Seller’s Privacy Policy.
9.1 The OrchPlay software may not be copied, distributed and/or re-sold. The End-User has a license to use the OrchPlay software on his authorized machine but all components of the software remain the property of OrchPlayMusic, including the general design, the Graphic user interface, the images as well as the programming source code, all protected by intellectual and proprietary rights throughout the world.
9.2 The OPL multichannel files or the OrchPlay Music Library may not be copied, distributed and/or re-sold, in full or in part. The End-User may generate new audio files using the selection and mixing functions of the OrchPlay Orchestra Window for his/her personal use and/or for research and lecture-demonstration or pedagogical purpose. Audio export functions have been implemented to help the End-Users in this regard. Those new audio files may not in turn be sold or distributed commercially in any way.
9.3 The End-User of the OrchPlay software and/or the OrchPlay Music Library explicitly accepts those rules by buying the OrchPlay software and/or by subscribing to the OrchPlay Music Library.
Commercial Use of Recordings produced with the OrchPlay Software and the OrchPlay Music Library as Source are strictly prohibited. No recording produced using OrchPlay and the OrchPlay Music Library as source may be utilized commercially. This includes any use in a public context where admission fees are charged (concerts, film projections, dance or entertainment shows) whether live or broadcasted, including radio, TV and any commercial internet diffusion and distribution. The End-User of the OrchPlay software and/or the OrchPlay Music Library explicitly accepts those rules by buying the OrchPlay software and/or by subscribing to the OrchPlay Music Library.
The content on Seller’s websites, www.orchplaymusic.com and www.orchestraplayer.com, are protected by copyright and other intellectual and proprietary rights throughout the world. Unless they are expressly and unambiguously labeled as being for sale, or carry an express and unambiguous price tag, they are intended for demonstration purposes only (in particular, and not limited to, audio recordings, pictures, videos, and images). They may not be downloaded, modified, reproduced, distributed, publicly displayed, exploited, and/or used in any other way without the agreement of Seller.
Buyer agrees to comply with all applicable laws and regulations where Buyer is located. Buyer agrees to buying for its own internal use only, and not for resale or export.
13.1 Seller has the sole discretion to cancel a Buyer’s Order. Either Party may terminate an Order if the other Party breaches a material provision of this Agreement or of the Order. In the event that a Party (the “Defaulting Party”) is in breach of a material provision of this Agreement or the Order, the other Party (the “Non-Defaulting Party”) will submit a written cure notice to the Defaulting Party advising of such breach. The Defaulting Party will have fourteen (14) days to cure the breach. If the Defaulting Party does not cure the breach within the fourteen (14) day period, the Non-Defaulting Party may terminate the applicable Order.
13.2 Yearly subscriptions for single licenses are renewed automatically and must be cancelled through the Paypal interface. Instructions on how to proceed are provided by PayPal.
All change order requests must be submitted by the Buyer to the Seller in writing and will not be effective unless and until Seller consents in writing to the change(s). Seller will advise Buyer in writing of the price and/or delivery schedule impact, if any, of the change request. Seller’s acceptance of changes will be subject to Buyer’s agreement to any price and/or delivery schedule adjustments.
15.1 The OrchPlay software contains no malwares, no spywares, and is regularly submitted to new testing. OrchPlayMusic guarantees that every effort is being made to keep OrchPlay virus-free when downloaded from the official websites.
15.2 OrchPlay has been tested on the Operating systems recommended. OrchPlayMusic cannot be held responsible for a system crash due the interaction of OrchPlay, as these may be caused by non-standard addition to the operating system or other softwares unknown to them.
15.3 OrchPlayMusic will attempt to fix crashes reported by the End-User, provided that they send by email a crash report, a description on how to reproduce the bug and has confirmed with the End-User that their operating system meets the minimum system requirements.
15.4 In the event that the OrchPlay software or an .OPL file gets corrupted during the download process on multiple download attempts, OrchPlayMusic will make every effort to provide a clean copy of the software or files to the End-User.
16.1 Naxos Music Library compatibility (exclusive to academic institutions): The Seller cannot guarantee the permanent functionality or the stability of beta features, such as OrchPlay files that offer musical scores synchronized with the Naxos Music Library streaming service. Furthermore the Seller cannot guarantee that Bookmarks, Bookmark Lists, Markings or other content made using these files will remain functional until the feature is out of its beta development phase.
16.2 The Seller is not responsible for agreements between academic institutions other services that have been integrated within OrchPlay. In the event in which a feature which requires a subscription to other external services is removed from OrchPlay, the Seller will not refund the fees for these external services. The End-User alone is responsible for the adhesion or cancellation to additional services.
16.3 The Seller cannot guarantee backward compatibility for End-User generated content, as new features may require changes to the data structure of OrchPlay files. The Seller however will do everything possible to avoid such a scenario, will announce in advance important changes to the file format, and will attempt to provide tools that would allow the End-User to convert its files to the new format.
All technical specifications of the Goods and/or Services provided by Seller are intended to be estimates or approximations or design aims rather than guarantees and all such specifications shall be in writing.
End-User is solely responsible for, prior to purchase, ensuring that End-User’s devices are compatible and meet the system requirements for Goods or Services, and that the applicable Goods or Services meet End-User’s requirements or specifications.
The laws of the Province of Québec and Canadian Federal laws will govern the interpretation, construction, performance and enforcement of the Terms and Conditions and Buyer’s Order. Each of the parties hereto hereby irrevocably and unconditionally submits to this exclusive jurisdiction
In the event that one or more provisions of this Agreement is held to be unenforceable, the remaining provisions apply in full and the invalid or unenforceable provision will be replaced by a provision that lawfully enforces the Parties’ intention underlying the invalid or unenforceable provision.
This Agreement may be amended or modified only by written agreement of duly authorized representatives of both Parties. Regarding any provisions of an Order which conflict with, are inconsistent with or are in addition to the provisions of the Terms and Conditions, such provisions of the Order shall control, so long as it is expressly intended to supersede the Terms and Conditions.
Notwithstanding any other provisions of this agreement, under no circumstances is Seller liable to Buyer or any third party for any consequential, special, incidental, indirect, exemplary or punitive damages, or any damage of an indirect or consequential nature arising out of or related to its performance under this agreement (including, but not limited to, any damages for business interruption, loss of use, loss of revenue or profits, or resulting from any loss of data or damage to buyer’s computer or equipment), whether based upon breach of this agreement, warranty, patent infringement, or negligence and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages. In no event shall seller’s total liability arising out of or related to this agreement, including, but not limited to, liability for indemnity, defense, and hold harmless obligations exceed the amount paid to seller under buyer’s order and buyer agrees to indemnify seller for any excess amounts. The foregoing limitations shall apply even if the buyer’s remedies under this agreement fail of their essential purpose. To the extent that this limitation of liability conflicts with any other provision(s) of this agreement, such provision(s) will be regarded as amended to whatever extent required to make such provision(s) consistent with this provision. Some jurisdictions do not allow a limitation on liability for negligence that causes death or personal injury and, in such jurisdictions, seller’s liability shall be limited to the greatest extent permitted by law.
