Muses App, Inc.
Terms of Service
Effective Date: May, 2019
THESE TERMS OF SERVICE (THESE “TERMS”) ESTABLISH THE TERMS AND CONDITIONS THAT APPLY TO YOU WHEN YOU USE THE SERVICE (AS DEFINED BELOW). BY USING THE SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE NOT PERMITTED TO USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. THESE TERMS CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY MUSES APP, INC. (“MUSES,” “WE, “OUR,” OR “US”) AT ANY TIME; PROVIDED THAT WE WILL ENDEAVOR TO PROVIDE YOU WITH PRIOR NOTICE OF ANY MATERIAL CHANGES. YOUR CONTINUED USE OF THE SERVICE AFTER THE MODIFICATION OF THESE TERMS MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THESE TERMS EACH TIME YOU ACCESS THE SERVICE IN ORDER TO VIEW ANY CHANGES TO THESE TERMS. THESE TERMS WERE LAST MODIFIED AS OF THE DATE INDICATED ABOVE.
AS FURTHER DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU CAN OPT-OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING MAIL@MUSESAPP.COM WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS AND STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS ARBITRATION AGREEMENT.
Use of Web Site, Mobile Applications, and our Service
- The “Service” is Muses’ website located at www.musesapp.com and Muses’ mobile applications, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. The Service is a platform to enable business owners who need assistance with discrete projects (“Businesses”) to connect with and engage relevant service providers (“Freelancers”) to perform such discrete projects (“Gigs”). Any person who accesses and/or uses the Service as a Business or a Freelancer, whether on his or her own behalf or on behalf of any third party, will be referred to herein as a “Muses User”.
- Subject to the terms and conditions of these Terms, Muses hereby grants you a limited revocable, non-exclusive, non-transferable license to access and use the Service, solely in the manner intended by Muses. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. Muses reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
Registration, Accounts, Passwords and Security
- Muses Users. In order to become a Muses User, you must complete the registration process by providing Muses with current, complete and accurate information, as prompted by the applicable registration form.
- Accuracy of Information. You acknowledge that in the event you provide any information to Muses which is untrue, inaccurate, not current or incomplete, Muses may terminate these Terms and your continued access and use of the Service.
- You represent and warrant that you are at least eighteen (18) years of age, that you have not been previously suspended or removed from the Service, and that you possess the legal right and ability to enter into these Terms. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY MUSES. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.
- If you are using the Service on behalf of an individual, company, entity, or organization (each, a “Guest”), you represent and warrant that (A) you are an authorized representative of such Guest with the authority to bind such Guest to these Terms, (B) agree to be bound by these Terms on behalf of such Guest, and (C) your Guest meets the eligibility requirements for the Service, as set forth in these Terms. Further, you will be solely responsible for ensuring your Guest complies with these Terms.
- Credentials. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Muses immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at email@example.com. You are responsible for all use of the Service occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Muses will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Muses or another party due to someone else using your account or password.
Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):
- use, copy, install, transfer or distribute the Service, except as specifically permitted by these Terms;
- modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service (as defined below);
- remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
- create user accounts by automated means or under false or fraudulent pretenses;
- use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service;
- probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
- reformat, mirror, or frame any portion of the web pages that are part of the Service;
- express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
- transmit (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
- transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
- harvest or collect information about other users without their prior written consent;
- undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Service, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the Service’s authorized features, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Muses;
- access, tamper with, or use non-public areas of the Service, Muses’ (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Muses’s providers;
- harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Muses employees and other users;
- create a new account with Muses, without Muses’ express written consent, if Muses previously disabled an account of yours;
- solicit, or attempt to solicit, personal information from other users, except as permitted through the Service’s functionality;
- restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users;
- gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
- violate any applicable federal, state or local laws, regulations or these Terms;
- use the Service for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Service to contact other Muses Users for sexual or other inappropriate purposes, or using the Service in violation of Muses’ or any third party’s intellectual property or other proprietary or legal rights;
- use the Service to promote (or to engage Freelancers to promote) contraband, controlled substances (e.g., marijuana), or firearms; or
- use or access the Service to build a competing service.
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
- Acceptance of Gigs. Businesses may offer Gigs to Freelancers from time to time via the Service. Businesses are responsible for including all relevant details such as the length of the Gig, timing of execution of various activities or advertisement placements, the platforms and social media channels that must be used, physical placement of any logos or advertisements, whether the Gig is dedicated or non-dedicated, compensation (if any), how the Gig may be accepted, how many Freelancers may accept the Gig, legal terms that apply, and other specifications that are required of Freelancers who accept the Gig. Freelancers who wish to participate in a Gig must accept, or reject the proposed Gig(s) in the manner and timeframe specified in the applicable Gig offer. Freelancers and Businesses will perform agreed-upon Gigs in accordance with their terms. Freelancers acknowledges that Gigs may be offered to, accepted by, and performed by multiple Freelancers at the same or different times, and that the identity of other Freelancers who have accepted or are performing a Gig is not material to Freelancer’s acceptance of such Gig and is not a permitted reason to terminate participation in an agreed upon Gig.
- Disputes with Other Users. Muses Users make their contracts for Gigs directly with other Muses Users, not with Muses. Muses Users who have agreed to perform services or make payment for certain services in connection with a Gig are legally bound to perform on any promise or commitment made. The failure to perform is a breach of contract of the contract made between the applicable Muses Users. If a Muses User is unable to perform or fulfill any of its commitments to another Muses User, such Muses User will work with the other Muses User to reach a mutually satisfactory resolution, which may include refunding all or part of the compensation paid for a Gig. Muses is under no obligation to become involved in disputes between Muses Users. In the event of any such dispute, a Muses User may file a complaint through the Service and we may attempt, in our sole discretion, to assist in the resolution of such dispute. We may assist in the recovery of a refund however, a refund is not guaranteed. You are using the Service at your own risk and on an “AS IS” and “AS AVAILABLE” basis. Muses has no obligation and shall not refund any or all of the Service Fee (defined below), if applicable.
- Gig Payments; Business Service Fee; Talent Service Fee; Membership Fees.
- Your payment is processed by electronic funds transfer. We use a payment service provider, Stripe Payments (Stripe), to facilitate payment of the gig payment and during that transaction we are paid our Talent Service Fee. More on how payments are structured here. Muses acts solely as a payment facilitator, your payment will be made by Stripe to you on completion of the gig.
- To facilitate the payment of your Gig Payment, when you apply to a Paid gig, you will be asked to provide financial details including your bank account details or debit card information, and any further required details. You are responsible for the accuracy of this information. You expressly authorize us to provide your bank account details to Stripe and set up a direct account between you and Stripe as your representative, which enables you to be paid directly into your bank account through the Platform. You acknowledge and agree that when registering your Account, you may be required to enter into a separate agreement directly with Stripe which is notified to you and you are solely responsible and liable to Stripe under that agreement. All monetary transactions made through your use of the Platform are subject to any fees Stripe may charge.
- You acknowledge and agree that the relevant Business who hired you into the gig, not Muses, will be solely liable for payment of the Gig Payment for any gig. Muses merely facilitates such payment on the Platform and under no circumstances does Muses accept liability for payment of the Gig Payment. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings.
- You acknowledge and agree that if you cancel a gig, you will not be entitled to the Gig Payment.
- To access certain functionality of the Service, you may be required to pay Membership Fees. The membership fees are applied to users who post non-paid gigs at $10 per gig or $15 per month membership fee for 2 non-paid gigs a month.
- Before you make any payment via the Service, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. You authorize Muses (via Stripe) to charge all sums you authorize at the time of purchase, to the payment method you designate via the Service and to disperse any applicable funds to the Muses User you designate upon your indication via the Service that the applicable Gig services have been completed.
- FTC Rules. Each Muses User is solely responsible for complying with all applicable laws and regulations relating to Gigs, including without limitation, the Federal Trade Commission regulations on endorsements and truth in advertising.
- Freelancer Obligations ; Independent Contractor Relationship. Freelancers are solely responsible for all of Freelancers’ own tools, equipment, training, licensing, and other materials or requirements related to Gigs. Muses is not, and shall not be, responsible for any liability arising out of any services provided by Freelancers, including, but not limited to, damage to property or injuries sustained by Freelancers or Businesses relating to Gigs. Muses shall not have any control over Freelancers’ performance of his or her work. Nothing in this Agreement shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Muses and any Muses User. Freelancers shall be solely responsible for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits.
Consent to Electronic Communications
- If you wish to remove yourself from any list (other than as set forth in Section 7.b), please email us with an “OPT-OUT”, “UNSUBSCRIBE”, “STOP” or “REMOVE” in the subject line.
- Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree to not hold Muses liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, or Verizon) create no obligation or responsibility on the part of Muses, and that Muses is not responsible for any failure of warranty by any such third party.
- Muses cannot control certain factors relating to message delivery. You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit a text message to you successfully. We have no liability for transmission delays or message failures.
Content Submitted to the Service
- By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Content”), or by posting such Content to any area of the Service, you grant Muses and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Content in any media now known or hereafter developed to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you; provided that we will never use your name in connection with any of your Content that we use in our own advertising and marketing materials without obtaining your prior consent. None of the Content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Content. Muses may remove or alter any Content at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any user. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Muses and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.
- The opinions expressed on the Service by users reflect solely the opinions of the users who post thereon and do not reflect the opinions of Muses. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service and Content; to alter or remove any Content; and to disclose Content and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests. If you believe a message violates our member policies, please contact Muses immediately at firstname.lastname@example.org so that we can consider its editing or removal.
- You are solely responsible for your Content and the consequences of posting them on the Service. By posting Content, you represent, warrant, and covenant that: (i) you are the creator and owner of the Content or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Content do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Content do not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your Content specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties.
- Sending Messages. The Service may allow Businesses and Freelancers to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Muses may terminate such privileges of any Muses User at any time and for any reason, without any liability to such Muses User. Harmful, obscene, spam, solicitation or offensive communications are not welcome in any Messages. If a user sends you an objectionable Message, please notify us by sending an e-mail to email@example.com. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree that Muses may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as Muses may deem appropriate in its sole discretion.
Contests. Muses may provide contests on the Service. The rules, regulations, and procedures governing such contests (“Contest Rules”) will be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of our contests or games, you agree to be subject to those rules, regulations and procedures as well as the terms and conditions of these Terms. In the event of a conflict between any Contest Rules and these Terms, the applicable Contest Rules will govern.
Term and Termination
- Effect of Termination. The following Sections of these Terms will survive termination or expiration of the Agreement: 1.c, 2.d, 3, 4, 5.e, 8.a, 9, 11.b, 12, 13, 14, 15, 16, 17, 18, 20 – 29. Payments by you, which accrue or are due before termination of your membership, will continue to be payable by you, and amounts owed to Muses at the time of such termination or expiration will continue to be owed by you, after such expiration or termination.
- Prohibited Content and Accounts. The following types of accounts and content are prohibited on Muses, and may be removed from the platform based on Muses Team discretion: adult content or accounts; violent content or accounts; accounts, content or gigs that promote multi-level marketing (MLM); content or accounts that promote discrimination against ones religious, racial or sexual-orientation.
Ownership. You acknowledge and agree that: (i) the Service, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Muses and its licensors, as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Muses; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to these Terms; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.
Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Muses infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Muses to locate the material on the Service;
- the name, address, telephone number, and email address (if available) of the complaining party;
- a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Muses a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to firstname.lastname@example.org. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Disclaimer of Warranty.
- TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, MUSES DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF MUSES, ITS AFFILIATES OR SERVICE PROVIDERS, MUSES’ CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE “MUSES PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. MUSES CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
- You acknowledge that any information you obtain from another Muses User comes from those individuals, and not from Muses, and that Muses, to the fullest extent permitted by law, is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. To the fullest extent permitted by law, Muses disclaims any such statements, claims, or representations and the same do not expand or otherwise modify the terms of these Terms. If you are dissatisfied with the Service, your sole and exclusive remedy is to discontinue accessing and using the Service.
Limitation of Liability.
- TO THE FULLEST EXTENT PERMITTED BY LAW, EACH MUSES USER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SERVICE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE. THE AGGREGATE LIABILITY OF THE MUSES PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO MUSES FOR THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE MUSES PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF MUSES OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE MUSES PARTIES WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF OTHER MUSES USER PURSUANT TO THE SERVICE.
- YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE AND ENGAGING IN ANY GIGS YOU ENGAGE IN AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE OR ENGAGING IN ANY GIGS. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
Third Party Disputes. MUSES IS NOT AFFILIATED WITH ANY BUSINESS, FREELANCER, CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY BUSINESS, FREELANCER, CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE OR ANY GIG, INCLUDING, WITHOUT LIMITATION, ANY OTHER MUSES USER OR YOUR EMPLOYER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE MUSES (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Force Majeure. Muses will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Muses’ reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Muses in fulfilling its obligations hereunder.
Indemnification and Release.
- To the fullest extent permitted by law, you will defend, indemnify and hold Muses, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents, harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by you of these Terms or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Service; and (iii) any and all claims and actions against Muses by other parties to whom you allow access to the Service.
- To the fullest extent permitted by law, you further waive, release and forever discharge the Muses Parties from any and all responsibility or liability for injuries or damages resulting from your use of the Service or any other service obtained through the use of the Service, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service.
- We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
Additional Service Features. The Service may contain information on products and services provided by third parties, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to Muses Users. Muses does not review or control this information or these products, services, or other web sites, and Muses does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Muses with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Muses is under no obligation to maintain any link on the Service and may remove a link at any time in its sole discretion for any reason whatsoever.
- Generally. In the interest of resolving disputes between you and Muses in the most expedient and cost effective manner, you and Muses agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MUSES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND MUSES UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 20.i BELOW. Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including, but not limited to, an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
- Exceptions. Despite the provisions of the Section entitled “Generally” directly above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Muses will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Muses. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail within the applicable statute of limitations period (“Notice”). Muses’ address for Notice is: email@example.com. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Muses may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Muses must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Muses will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Muses in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
- Fees. If you commence arbitration in accordance with these Terms, Muses will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Chicago, Illinois, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Muses for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND MUSES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 20). Further, unless both you and Muses agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Muses makes any future change to this arbitration provision, other than a change to Muses’ address for Notice, you may reject the change by sending us written notice within 30 days of the change to Muses’ address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Muses. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
- Enforceability. If the Section entitled “No Class Actions” is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly below will govern any action arising out of or related to these Terms or your use of the Service.
- Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Dispute Resolution provision, you may opt out of this Dispute Resolution provision by notifying Muses in writing of your decision by sending, within thirty (30) days of the date you receive these Terms, an electronic message to firstname.lastname@example.org, stating clearly your full name and intent to opt out of the Dispute Resolution provision. Should you choose not to opt out of this Dispute Resolution provision within the 30-day period, you and Muses will be bound by the terms of this Dispute Resolution provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution provision.
Protected Activity Not Prohibited. For Muses iOS users:
You should understand that, insofar as permitted by applicable law, nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state or local government agency or commission (“Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Muses. Notwithstanding, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Muses confidential information to any parties other than the Government Agencies.
Governing Law; Choice of Forum. The laws of the State of Illinois excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
Feedback. If You provide any feedback to Muses concerning the functionality and performance of the Service (including identifying potential errors and improvements), You hereby assign to Muses all right, title, and interest in and to such feedback, and Muses is free to use such feedback without payment or restriction.
Entire Agreement; Variation. These Terms set forth the entire agreement between Muses and you with respect to the Service. These Terms supersede and govern all previous oral and written communications regarding these matters, all of which are merged into these Terms. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter these Terms. These Terms may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought
Severability. If any provision of these Terms is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of these Terms will not be affected thereby.
Relationship of Parties. Nothing herein will be deemed to create an employer-employee relationship between Muses and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
Waiver. No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
Assignment. Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Muses and any attempt to do so will be null and void. However, Muses may assign or transfer these Terms at any time without your permission.
Third-Party Beneficiaries. The provisions of these Terms relating to the rights of Muses content providers are intended for the benefit of such content providers, and such content providers, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to these Terms.
NOTICE REGARDING APPLE. You acknowledge that these Terms are between you and Muses only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Muses provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.