Please read the following important terms and conditions (“Terms of Use”) carefully. Muzy, Inc. (“Muzy”) provides our website located at www.muzy.com (the “Muzy Site”) through which users may join and engage in a vibrant social community and access the Muzy software application (the “Muzy Software”) via the Muzy Site (collectively the “Services”).
These Terms of Use and all policies referenced in this document or elsewhere on the Muzy Site which are incorporated herein by reference govern your access to and use of the Muzy Site and Services. These Terms of Use are a legal agreement between you and Muzy and apply to you whether you are a Muzy Member (defined below) or a visitor just browsing the Muzy Site (collectively, “Muzy Users”). These Terms of Use limit Muzy’s liability and obligations to you, grant us certain rights and allow us to change, suspend or terminate your access to and use of the Muzy Site and Services.
YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY USING THE MUZY SITE, SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE MUZY SITE OR SERVICES. If you agree to these Terms of Use on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Use and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.
1. Eligibility and RegistrationIn order to access certain features of the Muzy Site and Services, you must create a Muzy account and become a registered user “Muzy Member”. To become a Muzy Member you must be at least 13 years of age. When you register you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify Muzy of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete. The Muzy Privacy Policy contains information about our policies and procedures regarding the collection and use of personal information we receive from users of the Muzy Site and Services.
2. Acknowledgement of Beta TestYou acknowledge and agree that: (a) the Muzy Site, Services and Muzy Materials (defined below) are not official products and have not been commercially released by Muzy; (b) the Muzy Site, Services and Muzy Materials may not operate properly, be in final form or fully functional; (c) the Muzy Site, Services and Muzy Materials may contain errors, design flaws or other problems; (d) it may not be possible to make the Muzy Site, Services and Muzy Materials fully functional; (e) the information obtained using the Muzy Site, Services and Muzy Materials may not be accurate; (f) use of the Muzy Site, Services and Muzy Materials may result in unexpected results, loss or corruption of data or communications, project delays, other unpredictable damage or loss, or exposure of your data or User Submissions (defined below) to unintended third parties; (g) Muzy is under no obligation to release a commercial version of the Muzy Site, Services and Muzy Materials; and (h) Muzy has the right to unilaterally abandon development of the Muzy Site, Services and Muzy Materials at any time and without any obligation or liability to you.
3. Obligations under Third Party AgreementsIf you have obligations to any third party, as non limiting examples, such as under the terms, conditions or policies of a social media networking website or multi-media online merchant that you use, you and not Muzy are responsible for your compliance with those requirements. By allowing you to use the Muzy Site and Services (including, without limitation, use of the Services to create virtual content), Muzy does not suggest, warrant or guaranty that your use of any content or materials in connection with the Site or Services or such third party service is allowed by that third party, nor that your use complies with any laws or regulations that may apply to your use or purchase of any content or materials. Muzy is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your activities.
4. Proprietary Rights and Licenses(a) Definitions. Certain types of content are made available through the Muzy Site and Services. “Muzy Materials” means any text, data, graphics, images, photos, audio or video files, Muzy trademarks and logos and any other content made available by Muzy via the Muzy Site and Services, excluding User Submissions. “User Submissions” means any text, data, graphics, images, photos, audio or video files, communications and any other content that Muzy Users post, upload or otherwise submit to the Muzy Site or Services.
(b) User Submissions. As between you and Muzy, you retain all ownership of your User Submissions. However, by uploading, posting, submitting, linking to or otherwise transmitting any User Submissions on or via the Muzy Site or Services, you hereby grant to Muzy a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access your User Submissions in connection with the Services and Muzy’s business including, without limitation, for promotion and redistributing part or all of the Services (and derivative works thereof), in any media formats, through any media channels or otherwise. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Muzy. You acknowledge and agree that posting of or linking to User Submissions will comply with the Muzy Copyright and IP Policy as set forth in Section 5 below.
(c) Limitations. You acknowledge and agree that Muzy may, at its option, reclassify or recategorize any User Submissions and establish or change limits concerning User Submissions, including, without limitation, the maximum number of days that User Submissions will remain available via the Services or on the Muzy Site, the maximum size of any files that may be stored on or uploaded to the Muzy Site or Services and the maximum disk space that may be allotted to you for the storage of User Submissions on Muzy’s servers. Muzy will have no responsibility or liability for maintaining copies of User Submissions on our servers, and you are solely responsible for creating back-ups of your User Submissions.
(d) Muzy Materials. Muzy owns all right, title and interest, including all worldwide intellectual property rights in the Muzy Site, Services, Muzy Materials and any other content made available through the Muzy Site or Services contained therein, other than your User Submissions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Muzy Site, Services, Muzy Materials, any other content made available through the Muzy Site or Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Muzy Site, Services, Muzy Materials or any other content made available through the Muzy Site or Services (other than your User Submissions).
(e) Disclaimer. Muzy does not guarantee that any content (including without limitation Muzy Materials or User Submissions) will be made available through the Muzy Site or Services, continuously or at all. WHILE MUZY IS UNDER NO OBLIGATION TO DO SO, Muzy reserves the right to remove and permanently delete any Content from the Muzy Site or services without notice, AND FOR ANY REASON IN ITS SOLE DISCRETION. Muzy does not have any obligation to monitor the User Submissions that are uploaded, posted, submitted or otherwise transmitted using the Muzy Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or anything said, depicted or written by Muzy Users, including, without limitation, any information obtained by using the Muzy Site or Services. Muzy does not endorse any User Submissions or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Muzy with respect thereto.
5. Copyrighted Materials: No Infringing UseYou will not use the Muzy Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Muzy has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the Muzy Copyright and IP Policy for further information.
6. Termination or Suspension of the Muzy Site or Services & Modification of these Terms of Use(a) Muzy reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Muzy Site or Services or to modify or terminate these Terms of Use without advance notice. Modifications to these Terms of Use or any policies will be posted on the Muzy Site or made in compliance with any notice requirements set forth in these Terms of Use. If any modification is not acceptable to you, your only recourse is to cease using the Muzy Site and Services. By continuing to use the Muzy Site or Services after Muzy has posted any modifications on the Muzy Site or provided any required notices, you accept and agree to be bound by the modifications.
(b) Without limiting other remedies, Muzy may at any time suspend or terminate your Muzy account and refuse to provide access to the Muzy Site or Services. In addition, Muzy may notify authorities or take any actions it deems appropriate, without notice to you, if Muzy suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Use or any policies or rules established by Muzy; or (ii) engaged in actions relating to or in the course of using the Muzy Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Muzy Users, Muzy or any other third parties or the Muzy Site or Services.
(c) You may terminate your Muzy account at any time and for any reason. Upon any termination by a Muzy Member, the related account will no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Muzy Site or Services and all licenses and other rights granted to you by these Terms of Use will immediately cease. Muzy will not be liable to you or any third party for termination of the Muzy Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE MUZY SITE OR SERVICE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Muzy will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.
(d) Any suspension, termination or cancellation will not affect your obligations to Muzy under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
7. Interactions between Muzy UsersYou are solely responsible for your interactions (including any disputes) with other Muzy Users. You understand that Muzy does not in any way screen Muzy Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other Muzy Users. You agree to take reasonable precautions in all interactions with other Muzy Users, particularly if you decide to meet a Muzy User offline, or in person. Your use of the Muzy Site, Services, Muzy Materials and any other content made available through the Site or Services is at your sole risk and discretion and Muzy hereby disclaims any and all liability to you or any third party relating thereto. Muzy reserves the right to contact Muzy Members, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Use. You will cooperate fully with Muzy to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Muzy representatives access to any password-protected portions of your Muzy account.
8. Muzy User ConductThe Muzy Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Muzy Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Muzy Site, Services, Muzy Materials or User Submissions:
(a) Post, publish or transmit any text, graphics or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(b) Access, tamper with or use non-public areas of the Muzy Site, Muzy’s computer systems or the technical delivery systems of Muzy’s providers;
(c) Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
(d) Attempt to access or search the Muzy Site, Muzy Materials or Services with any engine, software, tool, agent, device or mechanism other than the software or search agents provided by Muzy or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools.
(e) Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
(f) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Muzy Site, Muzy Materials, Services to send altered, deceptive or false source-identifying information;
(g) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Muzy Site, Muzy Materials or Services;
(h) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Muzy Site; or plant malware on Muzy’s computer system, those systems of Muzy’s providers, or otherwise use the Muzy Site, Muzy Materials or Services to attempt to distribute malware;
(i) Impersonate or misrepresent your affiliation with any person or entity; or
(j) Encourage or authorize any third party to engage in any of the forgoing prohibited activities.
9. Muzy Software(a) License Grant. Subject to your compliance with the terms and conditions of these Terms of Use, Muzy grants you a non-exclusive, revocable and non-transferable license to install and use the executable form of the Muzy Software, without modification. Muzy reserves all rights in the Muzy Software not expressly granted to you in these Terms of Use.
(b) Restrictions. You may not transfer, sublicense, lease, lend, rent or otherwise distribute the Muzy Software any third party or use it in any manner that is unlawful or inconsistent with these Terms of Use. Except as expressly specified in these Terms of Use, you may not: (a) copy or modify the Muzy Software; or (b) make the functionality of the Muzy Software available to multiple users through any means, including, without limitation, by uploading the Muzy Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. You acknowledge and agree that portions of the Muzy Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Muzy. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer the Muzy Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. The Muzy Software is licensed, not sold. Muzy owns all rights, title, and interest in and to the Muzy Software, including all intellectual property rights therein. The Muzy Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Muzy Software or any backup copies thereof.
10. FeedbackWe welcome and encourage you to provide feedback, comments and suggestions for improvements to the Muzy Site and Services (“Feedback”). You may submit Feedback by emailing us at feedback@muzy.com or through the “Help” section of the Muzy Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Muzy and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to Muzy together with all intellectual property rights therein.
11. IndemnificationYou agree to defend, indemnify and hold Muzy and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and agents harmless from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the Muzy Site, Services, Muzy Materials, and User Submissions; (ii) your violation of these Terms of Use; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your User Submission caused damage to a third party, including, without limitation, claims that your User Submissions are infringing.
12. DisclaimerTHE MUZY SITE, SERVICES, MUZY MATERIALS AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE MUZY SITE OR SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND. MUZY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MUZY SITE, SERVICES, MUZY CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE MUZY SITE OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, Muzy makes no representation or warranty that the Muzy Site, SERVICES, MUZY MATERIALS or any OTHER CONTENT MADE AVAILABLE THROUGH THE MUZY SITE OR SERVICES will be error free or THAT ANY ERRORS WILL BE CORRECTED. Some states or jurisdictions do not allow the exclusion of certain warranties, SO some of the above exclusions may not apply to you.
13. Limitation of LiabilityUNDER NO CIRCUMSTANCES WILL MUZY OR ITS OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO YOU or any third-party FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE MUZY SITE, SERVICES, MUZY MATERIALS, User Submissions AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE MUZY SITE OR SERVICES INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY MUZY USER, ONLINE OR OFFLINE, WHETHER OR NOT MUZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MUZY’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE WILL NOT EXCEED $25. MUZY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE MUZY SITE, SERVICES, MUZY MATERIALS OR SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Force MajeureMuzy will not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Muzy infrastructure or connectivity to the internet or failure at a Muzy co-location facility (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Muzy will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that Muzy may reasonably require to recover from the effects of such Force Majeure Event.
15. Relationship of the Parties; No Third Party BeneficiaryNotwithstanding any provision hereof, for all purposes of these Terms of Use each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind nor attempt to bind the other to any contract. You acknowledge and agree you are not a third party beneficiary of any agreement between Muzy and any third party or otherwise and Muzy is under no obligation to enforce any such agreement and disclaims any and all liability relating thereto.
16. Notice; Consent to Electronic NoticeYou consent to the use of: (a) electronic means to complete these Terms of Use and to provide you with any notices given pursuant to these Terms of Use (including notices regarding the security of your data); and (b) electronic records to store information related to these Terms of Use and your use of the Muzy Site and Services. Any notice or other communication to be given hereunder will be in writing and given (x) by Muzy via email (in each case to the address that you provide), (y) a posting on the Muzy Site or (z) by you via email to feedback@muzy.com or to such other addresses as Muzy may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
17. Links to other WebsitesThe Muzy Site or Services may provide links to other websites. Such links are provided for reference only, and Muzy neither controls such websites nor endorses any of the material on any such websites or any association with their operators. Muzy is not responsible for the activities or such sites, and has no liability to you for any harms, injuries or losses you might suffer as a result of using or accessing such websites.
18. MiscellaneousYou may not assign or transfer these Terms of Use (by operation of law or otherwise) without the prior written consent of Muzy and any prohibited assignment will be null and void. Muzy may assign these Terms of Use or any rights hereunder without your consent. These Terms of Use will be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Use will be brought exclusively in courts located in Northern California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree that these Terms of Use and the rules, restrictions and policies contained herein, and Muzy’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Muzy. These Terms of Use together with the rules and policies of Muzy incorporated herein by reference constitute the entire agreement between Muzy and you with respect to the subject matter of these Terms of Use.
19. QuestionsIf you have questions about these Terms of Use please contact Muzy by emailing us at feedback@muzy.com