Terms of Service — Muse Group

Effective Date: February 26, 2021

Muse is the parent company of some of the world's most well-known music technology brands. Our products and services operate under a number of different brands, including Ultimate Guitar, Audacity, StaffPad, MuseScore, Tonebridge and MuseClass. In this policy, when we refer to "Muse", “Company”, “we” and “us,” we mean MuseCY Holdings Ltd. and its affiliates and their divisions.

THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF") AND MUSE ("OUR," "US," OR, "WE"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 13 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

When we refer to the "use" of the Service in this Agreement, we mean any actual or attempted access or use of the Service, including, without limitation, any transmission, exchange of information or communication associated with the Services. These terms and conditions, together with any other terms of use applicable to other Muse owned or controlled websites and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Policy constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Service.

1. ACCESS TO THE SERVICE

Subject to certain limitations as described herein, you are granted the right to access audio, audio-visual, video, text and software content (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access the Content. You must be at least 16 years of age to access the Content.

2. MUSE PRIVACY POLICY

We take your privacy seriously and operates under the policies and principles outlined in our Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service. Our Privacy Policy is set forth here.

3. USER RESTRICTIONS

3.1 We will make reasonable efforts to keep the Service operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside of our control that may, from time to time, result in temporary service interruptions. We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that we shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.

3.2 By using the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised; except, however, that you may print out text-based Content for your personal, noncommercial use. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods.

3.3 You may not use or allow others to use the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material of the Service. You also may not use, nor allow others to use the Service, directly or indirectly, to: (x) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (y) act in a way that affects or reflects negatively on us, the Service, or anyone else; (z) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service.

3.4 You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited email or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

3.5 In some cases, we derive our rights to use the Content offered on the Service from third party content owners ("Content Providers") for fixed periods of time. As well, we are sometimes required to pull certain Content off the Service for legal reasons. Therefore, certain Content offered or advertised by us may not be available when you try to access it, and not all Content is available in all countries or territories.

3.6 You acknowledge and agree to the essential condition that the Content is provided "As Is". Therefore, you are aware and agree that the Content might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Content could contain errors or other harmful components. Therefore, we recommend that prior to accessing the Content, you ensure, at your cost, that the Content will suit your requirements and needs and will not have any negative impact on your computer and/or mobile device.

4. TERMINATION

4.1 We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice.

4.2 You may terminate this Agreement by ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 The Content available through the Service is our property or certain Content Providers and is protected by copyright and other intellectual property laws. Usage of Content is limited to your personal, noncommercial use in accordance with the terms of this Agreement. You may not reproduce (other than as authorized for your own personal, noncommercial usage), publish, transmit, distribute, publicly display, rent or lend, modify, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Content so provided. You agree not to assign, transfer or transmit any Content to any third party. You agree that you shall not seek to or do anything that will defeat, evade or circumvent any efforts that may be made to protect the Content from any unauthorized usage.

5.2 You acknowledge that we retain exclusive ownership of the Service and all intellectual property rights associated therewith. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or the Content, and we reserve all rights not expressly granted hereunder. You may not copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software. You shall promptly notify us in writing upon your discovery of any unauthorized use or infringement of the Service or the Content or our patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, we may in our sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.

5.3 We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information:

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(iii) a description of where the material that you claim is infringing is located on the Site;

(iv) your address, telephone number, and email address;

(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(v) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Ultimate Guitar

268 Bush Street, #3044

San Francisco, CA 94104

By Phone: 415.499.3650 Ext 3

By Email: copyright@beat-law.com

5.4 Please note that any Content made available on or through the Service which contains or displays the YouTube logo or which is provided via the YouTube player is hosted on YouTube’s servers, and Muse thus does not have the ability to permanently remove all or any such content from YouTube's servers. Therefore, if you have a complaint concerning any video content made available on the Service that is provided by YouTube, you should contact YouTube directly in accordance with its copyright policies here. If you believe that your work is available on the Service via the YouTube player in a way that constitutes copyright infringement, please: (i) contact YouTube directly in accordance with copyright policies and (ii) contact us by sending a notice in accordance with the provisions of this Section 5.

5.5 The logos and other trademarks on the Site are the property of their respective owners and, if not owned by us, are owned by, licensed to, or, where required, used with permission by us and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.

5.6 With respect to any intellectual property rights or any other rights owned by us and covered under this Agreement, you agree that we may enforce our rights under this Agreement against you directly in its own name.

6. INTERACTIVE USE

6.1 The Service may, but is not obligated to, offer interactive features that allow you to, among other things, submit or post Materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. "Materials" includes, without limitation, Content, reviews, videos, articles, audio files and any other content whether copyrightable or not. Should we make available any interactive features, you represent and agree that any use by you of such features, including any Materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any Materials on the Service.

6.2 By transmitting, submitting and/or posting any Materials to the Service, you grant to us a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit such Materials, in all media now known or later developed, including without limitation the right to add such Materials to our databases and/or those of any Content Provider. The foregoing grant shall include the right to exploit any proprietary rights in such Materials, including, without limitation, any intellectual property laws under any relevant jurisdiction, and shall constitute a waiver of any rights, ''moral rights,'' or any similar rights under any jurisdiction. For purposes of clarification and avoidance of doubt, no termination of this Agreement will affect the license granted herein by you.

6.3 We reserve the right not to post or publish any Materials, and to delete, remove or edit any Materials, at any time in our sole discretion without notice or liability.

6.4 We have the right, but not the obligation, to monitor any information and Materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that we in our sole discretion deems appropriate.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MUSE, ITS CONTENT PROVIDERS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. INDEMNITY

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement and (b) your use of the Service. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

10. CHOICE OF LAW AND CONSENT TO JURISDICTION

The laws of the State of California will govern this Agreement without giving effect to any principles or conflicts of laws.

11. OBJECTIONABLE MATERIAL

You understand that by using the Service, you may encounter Content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and we shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that we do not guarantee their accuracy.

12. INFORMATION PROVIDED

You acknowledge that any reliance upon any advice, opinion, statement, or other information displayed or distributed through the Service is at your sole risk. We reserve the right, in our sole discretion and without notice, to correct any errors or omissions in any portion of the Service, or to deny access to the Service to anyone at any time. You acknowledge and agree that we are not responsible for any Materials posted by users of the Service. Prior to making any decisions based on information posted on the Service, you are advised to verify the information. We shall not have any liability arising from your acts or decisions based upon the information provided on the Service.

13. LINKS TO OTHER SITES

The Service may contain hyperlinks and pointers to other sites on the Internet that may be maintained by third parties ("Other Sites"). If you use the hyperlinks to access these Other Sites, you will leave the Service and your browser will be re-directed to the Other Sites. The Other Sites may have their own terms of use and privacy policy and those Other Sites may have different practices and requirements than the Service. We may not have knowledge of, and are not responsible for, the content, information, services, products or advertisements presented by any Other Site which you use at your own risk. We do not warrant or make any representation regarding the legality, accuracy, quality or authenticity of content, information, services or products presented by Other Sites. The hyperlinks to Other Sites do not constitute an endorsement by us of any Other Site(s) or resources, or their content, information, services or products. The Service is only providing these links to you as a convenience. The terms of use and privacy policy of any Other Sites shall apply to your access and use of them. We accept no responsibility for the content or conduct of Other Sites

14. LINKING AND WIDGET POLICY

Any website that links to the Service or on which you include Service widget: (a) must not frame, surround, obfuscate or create a browser or border environment around any of the Content of the Service; (b) may link to, but not replicate, the Content of the Service; (c) must not imply that we, Muse, or the Service are endorsing or sponsoring it or its products, unless we have given our prior written consent; (d) must not present false information about us or our products or services; (e) must not use the Service or trademarks except as expressly permitted in this Agreement or without out prior written permission; (f) must not contain content that is illegal, obscene or defamatory, or that could be construed as distasteful, offensive or controversial; and (g) must not support, endorse or encourage piracy or the unauthorized exploitation of intellectual property rights. By linking to the Service, you agree that you do and will continue to comply with this Linking and Widget Policy. Notwithstanding anything to the contrary contained in this Agreement, we reserve the right to deny permission to link to the Service for any reason in our sole and absolute discretion. Any Service widget is not provided for commercial use, distribution or exploitation. If you are the operator of a commercial website and would like to link to the Service or include the Muse widget in your website, please contact us by emailing webmaster@mu.se. We reserve the right to remove links or block the Muse widget at any time and for any reason in our absolute discretion.

15. OTHER IMPORTANT PROVISIONS

15.1 Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 15.

15.2 You shall not use the Service in any manner contrary to local, state or federal law. We expressly disclaim any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.

15.3 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.

15.4 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

15.5 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

15.6 You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.

15.7 This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service.

15.8 Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

15.9 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. CHANGES OR MODIFICATIONS

We reserve the right to add, delete, change or modify parts of this Agreement at our sole discretion and at any time without notice or liability to you. If we do this, we will post the changes to the Terms of Use on this page and will indicate the effective date of the Terms of Use at the top of the page. It is important for you to refer to this Agreement from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to this Agreement. Your continued use of the Service constitutes your acceptance of the new Terms of Use.

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