Our terms

Introduction

Musaic is a platform facilitating interactions between artists and their fans, including the supply of merchandise and facilitating the supply of experiences.

1. These terms

1.1 What these terms cover

These are the terms and conditions on which you can purchase products from artists, whether these are goods, services, experiences, events or digital content. These terms only apply where you are not directed to another site to purchase the products, but where we are fulfilling your orders on behalf of the artists.

1.2 Why you should read them

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

2. Information about us and how to contact us

2.1 Who we are

We are Musaic Inc. Our address is 2093 Philadelphia Pike #5168, Claymont, DE 19703, United States. We are acting as the intermediate between you and the artists in relation to the sale of merchandise.

2.2 How to contact us

You can contact us by writing to us at feedback@musaic.co.

2.3 How we may contact you

If we have to contact you we will do so by writing to you at the email address or postal address you provided to us in your order.

2.4 "Writing" includes emails

When we use the words "writing" or "written" in these terms, this includes emails.

3. Our contract with you

3.1 How we will accept your order

Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your order

If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 Your order number

We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.4 Territory

We do not dispatch products worldwide, however we cover a number of territories, through partners. Please check the terms and conditions of our partners for specific information. Our current merchandise partners include, but are not limited to: Printify, Printful, Spring, Merchery.

4. Our products

4.1 Products may vary slightly from their pictures

The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

4.2 Product packaging may vary

The packaging of the product may vary from that shown in images on our website.

5. Your rights to make changes

If you wish to make a change to the product you have ordered please contact us as soon as possible. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see 8- Your rights to end the contract).

6. Our rights to make changes

6.1 Changes to the products

We may change the product to reflect changes in relevant laws and regulatory requirements/artists’ availability; if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.

6.2 Updates to digital content

We may update or require you to update digital content, but the digital content shall always match the description of it that we provided to you before you bought it.

7. Providing the products

7.1 Delivery costs

The costs of delivery will be as displayed to you on our website.

7.2 When we will provide the products

During the order process we will let you know when the products will be dispatched. In general:

  1. If the products are goods. If the products are goods we will aim to deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
  2. If the products are one-off services/events/experiences. We will begin the services on the date set out in the order or on the date agreed with you during the order process. The completion date for the services is as told to you during the order process.
  3. If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
  4. If the products are ongoing services or a subscription to receive goods or digital content. We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in 8 or we end the contract by written notice to you as described in 10.

7.3 We are not responsible for delays outside our control

If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

7.4 If you are not at home when the product is delivered

If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.

7.5 If you do not re-arrange delivery

If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and 10.2 will apply.

7.6 When you become responsible for the goods

A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.

7.7 When you own goods

You own a product which is goods once we have received payment in full.

7.8 What will happen if you do not give required information to us

We may need certain information from you so that we can supply the products to you, for example, recipient and delivery address. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and 10 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.9 Reasons we may suspend the supply of products to you

We may have to suspend the supply of a product to:

  1. deal with technical problems or make minor technical changes;
  2. update the product to reflect changes in relevant laws and regulatory requirements;
  3. make changes to the product as notified by us to you (see 6).

7.10 Your rights if we suspend the supply of products

We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.11 We may also suspend supply of the products if you do not pay

If you do not pay us for the products when you are supposed to (see 12.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see 12.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see 12.5).  

8. Your rights to end the contract

8.1 You can always end your contract with us

Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product replaced or a service re-performed or to get some or all of your money back), see 11;

8.1.2 If you want to end the contract because of something we have done or have told you we are going to do. The reasons are:

  1. we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6);
  2. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
  3. there is a risk that supply of the products may be significantly delayed because of events outside our control;
  4. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
  5. you have a legal right to end the contract because of something we have done wrong.

8.1.3 If you have just changed your mind about the product. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions. For most products bought online you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.  However, you do not have a right to change your mind in relation to:

  1. digital products after you have started to download or stream these;
  2. services, once these have been completed, even if the cancellation period is still running; or
  3. sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; or
  4. customised merchandise.

8.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.3.

8.2 How long do I have to change my mind?

How long you have depends on what you have ordered and how it is delivered.

  1. Have you bought an event or experience? If so, you have 14 days after the day we email you to confirm we accept your order, or up to 48 hours before the day of the event or experience if earlier. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
  2. Have you bought digital content for download or streaming? If so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming.  If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
  3. Have you bought goods? If so, you have 14 days after the day you (or someone you nominate) receives the goods, unless Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.

8.3 Ending the contract where we are not at fault and there is no right to change your mind

Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

9. How to end the contract with us (including if you have changed your mind)

9.1 Tell us you want to end the contract

To end the contract with us, please let us know by doing one of the following:  

  1. Email. Email us at feedback@musaic.co. Please provide your name, home address, details of the order and, where available, your phone number and email address.
  2. Online. Use our chatbot to tell us you want to cancel the contract – but make sure you wait for the cancellation confirmation number and follow the bot’s instructions.
  3. By post. Post it to us, with your returns form, at the address provided to you or displayed on the website.  Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

9.2 Returning products after ending the contract

If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must return the goods by posting them back to us at the address notified in 9.1(c) or (if they are not suitable for posting) allow us to collect them from you. Please email us at feedback@musaic.co for a return label or to arrange a collection.  If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

9.3 When we will pay the costs of return

We will pay the costs of return:

  1. if the products are faulty or misdescribed;
  2. if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
  3. if you are exercising your right to change your mind.

In all other circumstances you must pay the costs of return.  

9.4 How we will refund you

We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

9.5 Deductions from refunds if you are exercising your right to change your mind

If you are exercising your right to change your mind:

  1. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount. For detailed information about what handling is acceptable and examples, see the return policy of our fulfilment partners. Our current merchandise partners include, but are not limited to: Printify, Printful, Spring, Merchery.
  2. Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.6 When your refund will be made

We will make any refunds due to you as soon as possible.  If you are exercising your right to change your mind then:

  1. If the products are goods, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2.
  2. In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

10. Our rights to end the contract

10.1 We may withdraw the product

We may write to you to let you know that we are going to stop providing the product. We will let you know at least 7 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. If there is a problem with the product

11.1 How to tell us about problems

If you have any questions or complaints about the product, please contact us. You can write to us at feedback@musaic.co.

11.2 Summary of your legal rights

We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

If you are based in the UK, this is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is goods, for example a sweatshirt, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.  

b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.  

c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.  

a) If your product is digital content, for example a mobile phone app or a subscription to a music streaming service, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:

b) If your digital content is faulty, you're entitled to a repair or a replacement.

c) If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.

d) If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation

If your product is services, for example tickets to a concert, the Consumer Rights Act 2015 says:

a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.

b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.

c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.

See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).

11.3 Your obligation to return rejected products

If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact customer services by email at feedback@musaic.co for a return label or to arrange a collection.

12. Price and payment

12.1 Where to find the price for the product

The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see 12.3 for what happens if we discover an error in the price of the product you order.

12.2 We will pass on changes in the rate of VAT

If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

12.3 What happens if we got the price wrong?

It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

12.4 When you must pay and how you must pay

We accept payment through Stripe and PayPal. When you must pay depends on what product you are buying:

  1. For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
  2. For digital content, you must pay for the products before you download them.
  3. For services, you must make an advance payment of the price of the services, before we start providing them.

12.5 We can charge interest if you pay late

If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

12.6 What to do if you think an invoice is wrong

If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13. Our responsibility for loss or damage suffered by you

13.1 We are responsible to you for foreseeable loss and damage caused by us

If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so

This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987

13.3 When we are liable for damage

If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation.

13.4 We are not liable for business losses

We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

14. How we may use your personal information

14.1 How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

15. Other important terms

15.1 We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

15.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee)

You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not always agree.

15.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to)

This contract is between you and us. No other person shall have any rights to enforce any of its terms.

15.4 If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.5 Even if we delay in enforcing this contract, we can still enforce it later

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

15.6 Which laws apply to this contract and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Viewers’ terms

This Musaic Viewer Terms of Service Agreement (“Agreement”) is between you and Musaic (for the purposes hereof, “Musaic,” “we” or “us”). The Agreement governs your use of the “Musaic Service,” an online platform that allows consumers like you to view content from content owners (“Artists”) that we host on our website.  "Content" may include and not be limited to audio, text, photos, pictures, graphics, comments, and other content, data or information

1. Acceptance

1.1 By viewing Content or  making a purchase or otherwise visiting or using the Musaic Service, you accept this Agreement and consent to contract with us electronically.

1.2 We may update this Agreement by posting a revised version on our website. By continuing to use the Musaic Service, you accept any revised Agreement.

2. Age requirement

Age Requirements: You may use the Website if you are at least 13 years old; however, children of all ages may use the Website if enabled by a parent or legal guardian. If you are under 18, you must have your parent or legal guardian’s permission to use the Website.  Please have them read this Agreement with you.  If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Website, you are subject to the terms of this Agreement and responsible for your child’s activity on the Website.  If you believe your child is using the service and does not have your permission, please contact us immediately so that we can disable access.

3. Privacy

Please review our Privacy Policy to learn about the information we collect from you when you use the Musaic Service, how we use it, and with whom we share it.

4. Licences and Intellectual Property

4.1 Subject to the terms hereof, Musaic grants you permission to use the Musaic Service for the sole purpose of viewing Content and/or (if offered) download for your personal entertainment. All rights not expressly granted by Musaic are reserved.

4.2 Restrictions: You may not resell streams or downloads, use any Content for any commercial purpose, redistribute or retransmit any Content, publicly perform or display any Content, or make derivative works from any Content. All rights not expressly granted herein are reserved by the applicable Artist.

5. Comment guidelines

You may comment on Content but in so doing you must adhere to the following guidelines and not make any comment or include content or link to content that includes any one or more of the following:

  • infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.)
  • is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature
  • is hateful, defamatory, or discriminatory or incites hatred against any individual or  group
  • promotes or supports terror or hate groups
  • exploits minors
  • depicts unlawful acts or extreme violence
  • provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms
  • depicts animal cruelty or extreme violence towards animals
  • promotes fraudulent or dubious business schemes or proposes an unlawful transaction
  • makes false or misleading claims about vaccination safety
  • claims that mass tragedies are hoaxes or false flag operations
  • depicts or encourages self-harm, or
  • violates any applicable law.

6. Prohibited Technical Measures

You will not:

  • except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Musaic Service; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures
  • submit any malicious Content, script, or code
  • submit an unreasonable number of requests to our servers or
  • take any other actions to manipulate, interfere with, or damage the Musaic Service.

7. Disclaimers

7.1 YOUR USE OF THE MUSAIC SERVICE AND ANY CONTENT IS AT YOUR OWN RISK.  MUSAIC PROVIDES THE MUSAIC SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ARTISTS PROVIDE CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MUSAIC AND EACH ARTIST DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Without limiting the above, Musaic makes no representations or warranties concerning:

  • the availability of the Musaic Service in a particular jurisdiction
  • the availability of the Musaic Service for any particular device, operating system, or browser
  • the continued support for a particular feature of the Musaic Service
  • the viewing quality of any Content. Musaic does not guarantee that you will be able to use the Musaic Service at all times, or view any Content uninterrupted, error-free or displayed at any particular resolution. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection
  • the content of any Content or the suitability of any Content for any audience. All opinions and statements expressed by or in Content (or related materials) are those of the Artist and/or persons involved in the production of the Content, not Musaic
  • the continued availability of any Content or the availability of particular Content within a subscription channel. Content may be withdrawn at any time without notice
  • any Artist’s actions or omissions with respect to your personal information.

Artists may provide links to other Artist websites or third-party websites. Musaic is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MUSAIC, ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, AND PARTNERS (INCLUDING ARTISTS) SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND A ARTIST OR OTHER MUSAIC USER; OR (III) DAMAGES EXCEEDING £100 (ONE HUNDRED POUNDS).

8.2 The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Musaic (or an Artist) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

9. Indemnification

You shall indemnify, defend, and hold harmless Musaic and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Artists) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Content; (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) any content that you upload or submit to us.

10. Arbitration Agreement; Jury Waiver; Class Action Waiver

This Section 10 sets forth a binding arbitration agreement between you and Musaic (the “Arbitration Agreement”). In this Arbitration Agreement, you agree:

  • to arbitrate all claims relating to the Musaic Service;
  • to waive any right to proceed on a class basis in arbitration or otherwise.

10.1 Arbitration Agreement

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or your use of the Musaic Service shall be binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures.

10.2 Overview

Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Musaic are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing (if any). The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

10.3 Location of Hearing

If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in London, England

10.4 Class-Action Waiver

Each party waives its right to go to court, to a trial by jury, and to participate in a class action, class arbitration, or other representative proceeding with respect to any claim subject to arbitration.

10.5 Exception for Small Claims Court Matters

Notwithstanding the above, each party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Consumer Minimum Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

10.6 Jurisdiction and Venue

The Arbitration Act (“Act”) shall govern this Arbitration Agreement.  Any arbitration award may be entered in a court of competent jurisdiction.

11. General Provisions

11.1 Choice of Law: Any disputes relating to this Agreement or your use of the Musaic Service will be governed by the laws of England & Wales.

11.2 Choice of Venue for Litigation; Jury Trial Waiver: Any proceeding to enforce the Arbitration Agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the Arbitration Agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the courts located in England & Wales.

11.3 No Waiver: The failure of Musaic to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

11.4 Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

11.5 No Third Parties: No third parties shall have any rights under this Agreement, except that Artists may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.

11.6 Force Majeure: Neither Musaic nor any Artist shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labour disputes, acts of civil or military authority; governmental actions; or inability to obtain labour, material, equipment or transportation.

11.7 Entire Agreement: This Agreement incorporates by reference the Musaic Privacy Policy, Arbitration Procedures, and Copyright Policy. Except for links to these documents, links to pages on the Musaic website or any third party materials are for convenience only and do not form part of this Agreement.  This Agreement sets forth the entire understanding between you and Musaic concerning your use of the Musaic Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by us. Any changes will be posted to the Musaic website and will apply prospectively.

12 Disclosures

The services hereunder are offered by Musaic, a company incorporated under the laws of the state of Delaware USA  whose address is at 2093 Philadelphia Pike #5168, Claymont, DE19703, USA    



Artists’ terms of use (“Terms of Use”)

Welcome to Musaic, a service provided by Musaic, Inc., ("Musaic", "we" "our", or "us").

These Terms of Use govern the use of musaic.co ("Website"), by a user (“you”, ”your”) and all features, applications, data, software and other services provided by Musaic (the "Services").

These Terms of Use, together any other terms referred to that may be incorporated by reference, constitute a legally binding contract (the "Agreement"), between you and Musaic in relation to your use of the Website (together the "Platform").

1. Acceptance of Terms of Use

1.1 Please read these Terms of Use and our Privacy Policy.  By accessing or using the Platform, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Platform, you represent and warrant that you have read and understood the Terms of Use and will abide by them.

1.2 You may use the Website if you are at least 13 years old; however, children of all ages may use the Website if enabled by a parent or legal guardian. If you are under 18, you must have your parent or legal guardian’s permission to use the Website. Please have them read this Agreement with you. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Website, you are subject to the terms of this Agreement and responsible for your child’s activity on the Website. If you believe your child is using the service and does not have your permission, please contact us immediately so that we can disable access.

2. Changes to Terms of Use

2.1 We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time, for example to address legal or regulatory changes or changes to features or functionality made available through the Platform, at our      discretion. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates.

2.2 When we make any material changes to these Terms of Use, we will provide you with prominent notice under the circumstances, including for example displaying a notice within the Platform and/or by sending you an email to the email address that you have provided us or by way of a message to your Musaic account, and the revised Terms of Use will become effective two (2) weeks after such notification.

2.3 You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such two (2) week period, your continued use of the Platform after the end of that two (2) week period will constitute your acceptance of the revised Terms of Use.

3. Description of the Platform

3.1 The Platform is a hosting service. Registered users of the Platform may submit, upload and post musical content together with any one or more of the following:  audio, text, photos, pictures, graphics, comments, and other content, data or information ("Content"), which will be stored by Musaic and may be shared and distributed by such registered users, and other users of the Platform, using the tools and features provided as part of the Platform and accessible via the Website. The Platform also enables registered users to interact with one another and to contribute to discussions and enables any user of the Website, to view, listen to and share Content uploaded and made available by artists.

3.2 We may, from time to time, release new tools and resources on the Website, release new versions of our apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms and conditions that we may release for those specific services or features.

4. Your Musaic account

4.1 You are not obliged to register to use the Platform only to view or listen to Content.  

4.2 In order for you to engage with other Musaic listeners and creators, we enable you to create and personalize a public profile on Musaic.  To enable you to do that, you must provide us with the information you want to display on such profile.

4.3 In order to help you to navigate and discover content on the Platform that interests you will also receive auto-generated personalized recommendations of other content that might appeal to you, based on your listening habits.

4.4 When you register to use the Platform, you will provide us with your email address, and will choose a username and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy.

4.5 You are solely responsible for maintaining the confidentiality of your username and password, and for all activity emanating from your account whether or not authorized by you.

4.6 If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify Musaic in writing, and should change your password at the earliest possible opportunity.

4.7 We reserve the right to disallow, cancel, remove or reassign usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion.

4.8 Musaic reserves the right to remove your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of your Content breaches any of the Terms of Use and without prejudice to the foregoing  any of the representations or warranties given by you or if any of your Content otherwise infringes another person's rights or violates any law, rule or regulation.

5. Your use of the Platform

5.1 Subject to your compliance with these Terms of Use, Musaic grants you a limited, personal, non-exclusive, revocable and non-transferable right:

(i) to use the Platform in order to upload and post Content to the Website, to listen to audio Content streamed from the Platform

(ii) submit, upload or post Content to and keep such Content available on the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time;

(iii) participate in the community areas and communicate with other members of the Musaic community strictly in accordance with these Terms of Use; and

(iv) use all Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Services from time to time; and

(v) to share and download Content using the features of the Platform where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the "Uploader"), and subject to the territorial availability of that feature and audio Content.

5.2 The following prohibitions apply to your use of the Platform and you hereby warrant and represent that none of your Content is or will be in breach of the above prohibitions and you hereby warrant and represent that none of your Content is or will be in breach thereof:

(i) you must not copy, rip or capture, or attempt to copy, rip or capture, any audio Content from the Platform or any part of the Platform, other than by means of download or store for offline listening in circumstances where the relevant Uploader has elected to permit downloads or offline listening of the relevant item of Content;

(ii) you must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform at any and all times, except (i) where such Content is your Content, or (ii) as permitted under these Terms of Use;

(iii) you must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content;

(iv) you must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your Content on the Platform, or to misrepresent your activity on the Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Platform;

(v) you must not circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to Content other than Your Content;

(vii) you must not use the Platform to upload, make available or otherwise communicate to the public:

(a) any Content that is abusive, libellous, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in Musaic’s reasonable discretion;

(b) any information, Content or other material that infringes the rights of third parties including, without limitation, copyright, trade mark rights, rights of privacy or publicity, confidential information or any other right; or

(c) any Content that violates, breaches or is contrary to any law, rule or regulation;

(d) any material of any kind that contains any virus, Trojan horse, spyware, malware, bot or other harmful or malicious component, which or might impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or

(e) any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation;

(ix) you must not commit or engage in, or encourage  any conduct that would constitute a criminal offence or is other unlawful activity;

(x) you must not rent, sell or lease access to the Platform, or any Content on the Platform;

(xi) you must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person;

(xiv) you must not sell or transfer, or offer to sell or transfer, any Musaic account to any third party without the prior written approval of Musaic;

(xv) you must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping;

(xvi) you must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Musaic or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Musaic’s servers, system or network or attempt to breach Musaic’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Musaic’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Musaic under these Terms of Use, Musaic reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations;

(xvii) your Content does not and will not create any liability on the part of Musaic, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

6. Your content

6.1 You hereby represent and warrant to Musaic that copyright in and to any and all of the Content that you upload, store, or make available to or via the Platform is generated, owned and/or controlled solely by you and/or which you are authorised to so upload, store, or make available and that said Content may be used for all purposes provided for by these Terms of Use on the Platform and if and to the extent the Content comprises any third party material or includes performances of any one or more third parties you further warrant and represent that you have a licence from any and all relevant third parties to incorporate and use that material in your Content on the Platform.

6.2 Any unauthorised use on the Platform of copyright protected material within or comprising  your Content may constitute an infringement of third party rights and may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

7. Grant of licence

7.1 By uploading or posting your Content to the Platform, you initiate an automated process to enable Musaic  to store your Content on our servers and hereby grant a limited, worldwide, non-exclusive, royalty-free licence to Musaic and whereby you may control and authorise the use, ways of reproduction, transmission, distribution, and otherwise making same available (including whether users will be permitted to listen to your Content offline) and other communication to the public of your Content on the Platform and elsewhere using the Services.

7.2 By uploading your Content to the Platform, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, licence to other users of the Platform to view and listen to your Content.  

7.3 The licences granted in this section are granted separately with respect to each item of your Content. Licences with respect to your Content will terminate automatically when you remove such Content from your account. Licences with respect to comments or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.

7.4 Removal of audio Content from your account will automatically result in the deletion of the relevant files from Musaic’s systems and servers.

7.5 Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trade mark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licenced, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the parameters set by the Uploader on the Platform or with the express written consent of the Uploader. Where you repost another user’s Content, or include another user’s Content in a playlist or station or where you listen to another user’s Content offline, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.

8. Feedback

We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and Musaic shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

9. Liability for content

9.1 You hereby acknowledge and agree that Musaic (i) stores content and other information at the direction, request and with the authorisation of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. You are solely responsible for all of your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Musaic excludes all liability with respect to all content (including your Content) and the activities of its users with respect thereto.

9.2 You hereby acknowledge and agree that Musaic cannot and does not review the content created or uploaded by its users, and neither Musaic nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Platform for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

9.3 Musaic and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Musaic or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

10. Reporting infringements

10.1 If you discover any content on the Platform that you believe infringes your copyright, please report this to us by sending an email as provided at clause 10.3 to include the following information:

(i) a statement that you have identified Content on Musaic that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;

(ii) a description of the copyright work(s) that you claim have been infringed;

(iii) a description of the Content that you claim is infringing and the Musaic URL(s) where such Content can be located;

(iv) your full name, address and telephone number, a valid email address on which you can be contacted, and your Musaic user name if you have one;

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

(vii) statement by you that the information in your notice is accurate and that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed;

10.2 In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please also include the following:

(i) with respect to your statement that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and

(ii) your electronic or physical signature (which may be a scanned copy).

10.3 Your notice should be sent to us by email to feedback@musaic.co

If you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), your notice should be sent to Musaic’s designated copyright agent by email to feedback@musaic.co

10.4 The foregoing process applies to copyright only. If you discover any Content that you believe to be in violation of your trade mark rights, please report this to us by email at feedback@musaic.co. In all other cases, if you discover Content that infringes or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at feedback@musaic.co.

11. Third party websites and services

11.1 The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services (hereinafter "External Services").

11.2 Musaic does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Musaic does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

11.3 External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Musaic with respect to the Platform. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

12. External services

12.1 You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

12.2 Musaic disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Musaic with respect to the content or operation of any External Services.

13. Blocking and removal of content

Notwithstanding the fact that Musaic has no legal obligation to monitor the content on the Platform, Musaic reserves the right to block, remove or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to Musaic.

14. Repeat infringers

14.1 Musaic will suspend or terminate your access to the Platform if Musaic determines, in its reasonable discretion, that you have repeatedly breached these Terms of Use.

14.2 If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Platform terminated forthwith.

14.3 We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Musaic at its discretion. Please note we do not offer refunds to Subscription account holders whose accounts are terminated as a result of repeated infringement or any violation of these Terms of Use or our Community Guidelines.

15. Disclaimer

15.1 The Platform, including, without limitation, the website and all Content and Services accessed through or via the Website, the Services, by way of any app or otherwise, are provided "as is", "as available", and "with all faults".

15.2 Musaic makes no representations or warranties (express or implied) regarding the Website, the Services or any part or parts thereof, any content, or any linked services or other external services.  Musaic does not warrant that your use of the Platform will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Platform or any part or parts thereof, the content, or the servers on which the Platform operates are or will be free of viruses or other harmful components.

16. Limitation of Liability

16.1 In no event shall Musaic’s aggregate liability to you under this agreement exceed the greater of £100 (one hundred pounds) or the amounts (if any) paid by you to Musaic during the previous twelve (12) months for the services giving rise to the claim.

16.2 Musaic and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, shall have no liability for:

16.2.1 any loss or damage arising from:

(a) your inability to access or use the Platform or any part or parts thereof, or to access any content or any external services via the Platform;

(b) any changes that Musaic may make to the Platform or any part thereof, or any temporary or permanent suspension or cessation of access to the Platform or any content in or from any or all territories;

(c) any action taken against you by third party rights holders with respect to any alleged infringement of such third party’s rights relating to your content or your use of the Platform, or any action taken as part of an investigation by musaic or any relevant law enforcement authority regarding your use of the Platform;

(d) any errors or omissions in the Platform’s technical operation, or from any inaccuracy or defect in any content or any information relating to content;

(e) your failure to provide Musaic with accurate or complete information, or your failure to keep your username or password suitably confidential;

(f) any misconduct by other users or third parties using the Platform, especially in breach of the agreement;

16.2.2 any loss or damage to any computer hardware or software, any loss of data (including your content), or any loss or damage from any security breach; and/or

16.2.3 any loss of profits, or any loss you suffer which is not a foreseeable consequence of Musaic breaching these terms of use. losses are foreseeable where they could be contemplated by you and Musaic at the time you agree to these terms of use, and therefore do not include any indirect losses, such as loss of opportunity.

16.2.4 any claim or cause of action arising out of or related to your use of the Platform must be notified to Musaic as soon as possible.

16.3 You acknowledge and agree that the limitations and exclusions provided for at this clause 16 reflect a reasonable and fair allocation of risk between you and Musaic and that Musaic’s liability will be limited to the maximum extent permitted by law.

17. Indemnification

17.1 You hereby agree to indemnify, defend and hold harmless Musaic, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

(i) any violation by you of these Terms of Use;

(ii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content;

(iii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Musaic.

18. Data protection, privacy and cookies

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used, disclosed and otherwise processed by Musaic in accordance with our Privacy Policy which may be accessed via this link.

19. Changes to the Platform

19.1 Musaic reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Musaic shall use its reasonable endeavors to notify registered users of such decision in advance.

19.2 You hereby agree that Musaic and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website and/or any Services that Musaic may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

19.3 Musaic may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason.  In cases, where Musaic proposes to make changes to any type of subscription you have purchased, and these changes are material and to your disadvantage, Musaic will notify you of the proposed changes by sending a message to your Musaic account and/or an email to the then current email address that we have for your account, at least seven days in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such seven day period, your continued use of your account after the end of that seven day period will constitute your acceptance of the changes to your Subscription.

20. Termination

20.1 You may terminate this Agreement at any time by sending notice in writing to Musaic at feedback@musaic.co  confirming such termination, by removing all of Your Content from your account, or by deleting your account and thereafter by ceasing to use the Platform.  

20.2 Musaic may suspend your access to the Platform and/or terminate this Agreement at any time if (i) you are deemed to be a Repeat Infringer as described above; (ii) you are in breach of any of the material provision of these Terms of Use; (iii) Musaic elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or (iv) in other reasonable circumstances as determined by Musaic at its discretion. If you have a subscription and your account is suspended or terminated by Musaic pursuant to (i) or (ii) above, you will not be entitled to any refund for any unexpired period of your subscription. If your account is terminated pursuant to (iii) or (iv), refunds may be payable at the reasonable discretion of Musaic.

20.3 Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your sounds), will be irretrievably deleted by Musaic, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Musaic assumes no liability for any material that is irretrievably deleted following any termination of your account.  Data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.

21. Assignment to third parties

Musaic may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Musaic. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Musaic.

22. Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

23. Entire agreement

These Terms of Use Constitute      the entire agreement between you and Musaic with respect to your use of the Platform. Any modifications to this Agreement must be made in writing.

24. Applicable law and jurisdiction

Except where otherwise required by the mandatory law of the United States or any member state of the European Union

(i) this Agreement is subject to the laws of England & Wales; and

(ii) you hereby agree, and Musaic agrees, to submit to the exclusive jurisdiction of the courts in London for resolution of any dispute, action or proceeding arising in connection with this Agreement.

26. Acknowledgment    

You acknowledge that, in the event of a breach of this Agreement by Musaic or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Musaic, including with respect to Your Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

27. Disclosures

The services hereunder are offered by Musaic, a company incorporated under the laws of the state of Delaware USA  whose address is at 2093 Philadelphia Pike #5168, Claymont, DE 19703, USA