Please read these Terms of Service carefully before any Use of the Products. Your Use constitutes an unconditional agreement to be bound by these Terms of Service. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE YOU ARE PROHIBITED FROM USING THE PRODUCTS.
The Products are available in different Editions, including unpaid and paid options. Certain rights, obligations and restrictions vary by Edition. Unless otherwise stated, terms apply to all Editions.
Definitions
Products; Upgrade
These Terms of Service apply to Muses versions numbered 1.0 to 3.0 only. All other versions are excluded and subject to other licenses.
Publisher License
Subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, Company hereby grants to Publisher and Publisher hereby accepts a non-exclusive, non-transferable, non-sublicensable, limited right and license, solely for the Purpose to use, access, integrate and install the Products
License Scope
The License Scope varies by Edition and the licenses granted hereunder are limited accordingly. Unless otherwise provided, licenses are personal to Publisher for its own Use. If you would like more information about upgrading to the Enterprise Edition, please contact us at sales@muses.org
Editions have the following License Scope:
Advertisements
Publishers are strictly prohibited from using the Products in any manner to display advertisements. Such prohibition includes actions such as (i) the making or use of any Adaptation that enables any type of advertisement to be shown in, on or around the Products (e.g., a skin), (ii) interoperation of the Products with any software that serves advertisements and (iii) adding advertisements to a playlist.
Registration
Publisher is strictly prohibited from providing false or misleading sign-up information, including using a name, address or email address owned or controlled by another person without appropriate authorization. Company reserves the right to refuse registration or cancel any account that it reasonably believes is in violation of the foregoing. Publisher shall be responsible for maintaining the secrecy of its password and is liable for all activities that occur on its account. Publisher agrees to immediately notify the Company of any unauthorized use of Publisher’s username, password or other breach of account security.
Adaptations
Publisher is authorized to make Adaptations reasonably necessary to exercise its rights under these Terms of Service. All Adaptations created by Publisher are strictly for Use in connection with the Purpose. Publisher is solely responsible to ensure that its Adaptations (except the Products incorporated therein) comply with all applicable laws and regulations and do not infringe the intellectual property rights of any third party. Company reserves the right to prohibit the Use or Distribution of any Adaptation that it reasonably believes violates or is likely to violate such laws, regulations or rights and if Publisher fails to cure the foregoing within fifteen (15) days after written notice thereof.
Distribution
Except pursuant to the Purpose or as otherwise specifically set forth herein, Publisher shall not Distribute, re-license, sell, lease, transfer, encumber, assign or make available for public use the Products or any Adaptation thereof. Any attempt to take any such actions is void and constitutes a material breach of these Terms of Service.
Term y Termination
These Terms of Service shall become effective on the Effective Date. Not having a minimum time or maximum stay. Neither the need to notify the other party of the non-continuity with the service.
These Terms of Service are subject to termination by the Company or the publisher immediately without the obligation of the parties have to give an explanation to the other, or compensation of some kind. Nor giving reasons to realize some type of claim for termination.
Effects of Termination
Upon expiration or termination of these Terms of Service for any reason, Publisher shall immediately cease Using the Products and uninstall, delete and destroy any copies of the Licensed Programs under its control.
Upon expiration or termination, Company may delete any Content, information, files or materials in or related to Publisher’s account, and Company will have no obligation whatsoever to save or make any such Content, information, files or materials available to Publisher or any other party.
In addition, the company may continue to Use of contents after the termination or expiration
Publisher agrees that Company will have no liability whatsoever to Publisher or any other party related to termination of access to Publisher’s account or as a result of the deletion or loss of any Content, information, files or materials in or related to Publisher’s account.
Upon expiration or termination, all rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of expiration or termination and remedies for breach of these Terms of Service shall survive or if the Company continue the Use of content.
The provisions of the Sections titled Effects of Termination, Intellectual Property, Privacy, Fees and Payment, Content, Representations and Warranties, Disclaimer, Limitation of Liability, Basis of the Bargain, Indemnity, Audit, Confidential Information, Severability, Choice of Law and Jurisdiction, Injunctive Relief, Complete Agreement and Waiver of Breach shall also survive.
Maintenance and Support
Company will provide technical support and maintenance for the Products in its sole discretion except as otherwise provided in a paid support package set forth on an applicable Order Form, and Company shall have no obligation to provide additional technical support, maintenance, updates or enhancements to the Products or to provide customer service or support to Publisher’s End Users. All installation and maintenance of Products by Publisher shall be at the sole expense of Publisher. Company is not responsible for performance issues caused by low-performance End-User computers, low-bandwidth End-User Internet connections, periodic network congestion among network providers, low-bandwidth connectivity, improperly configured campaigns and low-bandwidth connectivity from any Publisher Content servers. In the event Company identifies slow performance due to its system, Company shall use commercially reasonable efforts to restore the Services to acceptable performance levels. Publisher’s sole remedy for any disruption or failure to provide support shall be a pro rata refund of the Fee paid by Publisher for the relevant period.
Intellectual Property
The Company shall retain all intellectual property rights pertaining to the Products, including but not limited to copyright, trademark and patent rights and all rights not expressly granted herein are reserved. If Publisher creates an Adaptation, Publisher shall obtain all intellectual property rights in and to the elements of such Adaptation created by Publisher and the Company shall retain all intellectual property rights in and to any elements of the Products incorporated in such Adaptation. Publisher is prohibited from creating any Adaptation that in any manner infringes the patents, trademarks, copyrights, trade secret rights or other rights of the Company or any third party.
Privacy
Exercise of the rights and licenses granted hereunder shall be subject to the Company’s Privacy Policy, currently located at https://www.muses.org/privacy-policy, which is incorporated by reference herein. Publisher shall place prominently and maintain on all locations on which it Uses the Products, and comply with, a privacy statement or policy that adheres to or exceeds applicable law, regulations and industry self-regulatory programs.
Service Analytics powers the Products’ data and statistics reporting functionality (including Publisher’s Muses Dashboard) in accordance with the Company’s Privacy Policy and United States and European Union privacy laws. The Products also utilize a Licensing Key to verify compliance with these Terms of Service (e.g., the Edition being Used). Service Analytics and the Licensing Key do not collect personally identifiable information. Service Analytics may collect non-personally identifiable information and metadata and Publisher grants Company a limited, royalty-free license to collect and use such information and metadata to facilitate the operation of Products and for its internal business purposes. Publisher is strictly prohibited from removing, altering, disabling or circumventing the Licensing Key or Service Analytics or otherwise interfering with the operation thereof.
Company may use Publisher Information and Data to: deliver the Products; manage Publisher’s account; provide customer support; communicate with Publisher by email, postal mail, telephone and/or mobile devices; develop and display content and advertising tailored to your interests; enforce our Terms of Service; manage our business; and perform functions otherwise described to you at the time of collection. As part of Company’s continued development and improvement of the Products, Publisher authorizes Company to periodically conduct limited testing through the Products.
Integrations
To the extent Publisher accesses or uses integrations with third-party services made available by Company or through the Products (e.g. services for the provision of advertising), Publisher shall be responsible for its obligations to any such third parties, and Company makes no representation as to the continued access or availability of any such third-party services and shall have no liability related to or arising from such third-party services.
Fees and Payment
For the moment Muses is a free Product.
Content
By uploading Content, Publisher agrees to and hereby does grant, and does represent and warrant that it has the right to grant, the Company a limited, royalty-free, fully paid up, license to process, store, host, stream, deliver publicly display, publicly perform, audio Ads and distribute and Use such Content in connection with the operation and provision of the Products to Publisher and also for Muses business purposes
Including the right to Use of content in the applications or websites of the Company
Publisher is solely responsible for any Content or other material that Publisher posts, uploads, submits or Distributes. Any Content that violates the terms of this Section is subject to removal on written notice to Publisher. Publisher is prohibited from posting, uploading, submitting or Distributing Prohibited Content.
Company disclaims any responsibility for deleted, lost, corrupted or inaccessible Content.
Restrictions on Use
Publisher shall not (i) interfere or attempt to interfere with the proper operation of the Products or any activities conducted through the Products or disable or bypass any measures that Company may use to prevent or restrict access to any Product, (ii) use any robot, spider or other device to retrieve, index, scrape, data mine or in any way gather information, Content or other materials from the Products, (iii) decipher, decompile, disassemble, reverse engineer, simulate, derive or attempt to discover any source code or underlying structure, ideas or algorithms from the Products, Data or Documentation or use any of the foregoing to create any software or service similar to the Products, (iv) create any derivative work or modification of the Products other than Adaptations permitted by these Terms of Service, (v) license, sublicense, copy, display, sell, pledge, encumber, assign, loan, rent, lease, Distribute, transfer or similarly exploit the Products, except as expressly set forth in these Terms of Service, (vi) remove, obscure or alter any proprietary notices on any Product (or any portion thereof), (vii) use any Product for any benchmarking purposes; or for application service provider, timesharing, service bureau or competitive purposes; or any purpose other than as contemplated by these Terms of Service or (viii) use any Product other than in accordance with these Terms of Service and all applicable laws and regulations.
Representations and Warranties
Publisher represents and warrants that (i) if Publisher is an individual, Publisher is at least eighteen (18) years old, (ii) if Publisher is an entity, its consent to these Terms of Service has been duly ratified, (iii) all information provided during the registration process is true, accurate and complete, and Publisher will promptly update Publisher’s registration information with any changes thereto, (iv) it is not a resident of (and will not Use the Products in) a country that the U.S. government has embargoed for Use of the Products, nor is it named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations, (v) its Content conforms to the standards set forth in the Sections of these Terms of Service titled Content and Restrictions on Use, (vi) its Adaptations shall not infringe the intellectual property rights of any third party, (vii) its Adaptations shall not violate any law or regulation in any jurisdiction where they are Used or Distributed, including privacy and data collection laws, (x) its Use of Products is in compliance with all applicable laws and regulations, (xi) it has obtained all necessary consents and permissions under applicable laws from individuals and other persons for its performance of this Agreement and its Use of the Products, including without limitation for all features and operations of the Products, (xii) it has obtained and will maintain on an ongoing basis a valid legal basis to collect, process and transfer to Company Data, as required under applicable law, rules and regulations, (xiii) none of its Content and none the websites or applications on which its Content appears are directed to anyone under the age of 13 and (xiv) except for Publisher Information, it will not share, pass or transfer any Sensitive Data to Company.
Limited Product Warranty
The Company warrants that it will provide the Products in a manner consistent with general industry standards reasonably applicable to the provision thereof. The Company does not warrant that the Products will be error-free or that any errors in the Products will be corrected.
Disclaimer
EXCEPT AS OTHERWISE PROVIDED AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE PROVIDED, USE OF THE PRODUCTS IS AT PUBLISHER’S OWN RISK AND PUBLISHER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF EXERCISING THE RIGHTS GRANTED UNDER THIS AGREEMENT AND ASSUMES ALL RISKS ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, SUITABILITY FOR HOSTING AND UNAVAILABILITY OR INTERRUPTION.
Limitation of Liability
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE, IN NO EVENT SHALL THE COMPANY BE LIABLE UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, CUSTOMERS, OPPORTUNITIES OR GOODWILL), (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL OR (C) FOR ANY LOSS, CORRUPTION OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OF SERVICE FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE TOTAL FEES PAID BY PUBLISHER TO THE COMPANY PURSUANT TO THESE TERMS OF SERVICE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF RELATED SERVICES UNDER THESE TERMS OF SERVICES.
Basis of the Bargain
THE PARTIES AGREE THAT THE SECTIONS ON DISCLAIMER AND LIMITATION OF LIABILITY HEREIN FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES SUCH THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THESE TERMS OF SERVICE WITHOUT SUCH SECTIONS.
Indemnity
Except as otherwise set forth in these Terms of Service, Publisher will indemnify, defend and hold harmless the Company and its employees, officers and agents from and against all Claims, and for all resulting Losses (including attorney’s fees) that result or arise from Claims, which in whole or in part, pertain to any Publisher Adaptation or arise from Publisher’s Use, reproduction, Distribution or other exploitation of the Products, any breach of Publisher’s representations and warranties or violations of Publisher’s obligations under the Section titled Restrictions on Use. Publisher will pay all amounts agreed to in a monetary settlement of the Claims and all Losses that result or arise from the Claims. Notwithstanding the foregoing, Publisher shall have no duty to indemnify or defend the Company from Claims which primarily allege that Products, as provided to Publisher by the Company and used in accordance with the terms hereof, infringe the copyright, patent or trademark rights of a third party.
Confidential Information
Publisher acknowledges that it may have access to certain confidential information of the Company, such as information concerning its business, plans, customers, technology and products (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. “Confidential Information” shall not include (a) information that becomes known to the general public without breach of the nondisclosure obligations of these Terms of Service; (b) information that is already known to Publisher at the time that it is disclosed to the receiving party; (c) information that is obtained from a third party without breach of a nondisclosure obligation and without restriction on disclosure; and (d) information that has been independently developed by Publisher without reference to any of the disclosing party’s Confidential Information.
Publisher agrees that it will not use Confidential Information in any way for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, these Terms of Service, nor will it disclose to any third party (except as required by law or its attorneys, accountants and other advisors as reasonably necessary) any of the Confidential Information and it will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Upon termination or expiration of these Terms of Service for any reason, Publisher will return or destroy, at the Company’s request, all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.
Publicity
Company shall be permitted to publicly identify Publisher as a user of the Products, including on Company’s websites and marketing materials. Publisher hereby grants Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use Publisher’s name and marks.
Company may display the words “Powered by Muses” and the Muses version number in the menu that appears when an End User right clicks (or other equivalent action) on a player. Publisher is prohibited from disabling this feature unless otherwise provided on an applicable Order Form.
Independent Contractors
The parties hereto are independent contractors and nothing herein constitutes or creates an employer-employee, agency, joint venture or representative relationship between the parties.
Export
Publisher agrees and certifies that it will not export or re-export, directly or indirectly, the Products contrary to the laws of the United States or any other country from or to which such export or re-export may occur.
Severability
If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect.
Choice of Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the Buenos Aires, Argentina.
If you have any questions about these Terms of Service or the Muses Service, please contact Muses at info@muses.org.
Injunctive Relief
Publisher acknowledges and agrees that unauthorized Use of the Products or disclosure of Confidential Information may cause the Company irreparable harm for which its remedies at law may be inadequate. Publisher hereby agrees that the Company will be entitled, in addition to any other remedies available to it at law or in equity, to obtain immediate injunctive relief to prevent such unauthorized actions.
Complete Agreement
These Terms of Service constitute the entire agreement between the Company and Publisher with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. ANY PURCHASE ORDER OR OTHER SIMILAR DOCUMENT PROVIDED BY OR RECEIVED FROM A PARTY SHALL NOT MODIFY THESE TERMS OF SERVICE OR GOVERN PUBLISHER’S USE OF THE PRODUCTS UNLESS EXECUTED BY BOTH PARTIES’ DULY AUTHORIZED REPRESENTATIVES. EACH PARTY REJECTS ANY TERMS CONTAINED IN PURCHASE ORDERS OR SIMILAR DOCUMENTS PROVIDED BY THE OTHER PARTY, AND ANY SUCH TERMS SHALL BE VOID AND HAVE NO LEGAL EFFECT. RESTRICTIVE ENDORSEMENTS OR OTHER STATEMENTS ON CHECKS ACCEPTED BY COMPANY SHALL NOT BE ENFORCEABLE.
Modification
The Company may modify the terms of these Terms of Service in its sole discretion and such modifications shall take effect and be binding on Publisher on the earliest date on which they are posted to the Company’s publicly available website or delivered to Publisher via electronic or physical delivery. No one other than the Company has the right to modify these Terms of Service. Notwithstanding the foregoing, no modification or amendment to a mutually ratified Addendum or Order Form shall be effective unless in writing and executed by a duly authorized representative of each party.
No Assignment
Publisher may not assign or transfer this agreement to any third party without the Company’s express written consent. Any assignment or transfer made in the absence of such consent shall be void and in the event of such unauthorized assignment or transfer the Company may immediately terminate these Terms of Service.
Waiver of Breach
No term or provision of these Terms of Service shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Company. Any consent by the Company to, or waiver of, a breach by Publisher whether expressed or implied, shall not constitute consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided by the Company.
Last Revised: May 17, 2018