Terms of Use Agreement

This Agreement was last revised on June 20, 2013 (“Last Update”)

Welcome to muse.com, the website and online service of Muse Studio, LLC (“Muse”, the “Muse Group”, “we”, or “us”). This is where we explain the terms and conditions (“Terms”) by which you (the “User”) may use our online services, web site and software provided on or in connection with the service (collectively the “Site”). By accessing or using the Site, you signify that you have read, understand and agree to be bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in Muse’s Privacy Policy, located on the Muse website.

In addition, in Muse’s sole discretion and as it determines, we reserve and have the right at any time to (a) modify the Terms (referred to herein as “Modifications”), (b) modify the Site, (c) suspend or discontinue operation of the Site and or eliminate portions, elements, aspects, or features in or of the Site, as well as (d) terminate or deny your access and or use of it (referred to herein individually and collectively as “Changes”). If we modify this Agreement, we will post the modification as the Last Update [above] and we may, at our sole discretion or when legally required, provide you with email notice regarding such update. Your continued use of the Site after any such modification constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future terms, do not use or access the Site. Certain of the Terms may be subject to modification by architects, builders, designers, remodelers, vendors, and other trade professionals (individually and collectively referred to herein as “Site Vendors”).

1. Use of Our Service

Muse provides www.musestudio.com as an online subscription service that allows members to aggregate, discover and manage content and ideas with individuals and Site Vendors that you select to participate in your home and commercial construction and renovation projects.

Eligibility

You must be at least eighteen (18) years of age to set up an account or use the Site.

Account Registration

When you become a registered User of the Site, you must provide true, accurate, current and complete information about yourself, including your current e-mail address and other information, as may be prompted by registration forms applicable to the Site. A condition of valid registration is your agreement and action by you to maintain and update such information so that it is always current in the registration records. Information you provide is subject to the Privacy Policy applicable to the Site. By becoming a registered User, you agree to accept sole responsibility and liability for all activities that occur under and or through your User name, regardless of whether you have authorized such activities. Muse reserves the right to decline registration or place you in a lower level of service based on Muse’s network eligibility requirements for any or no reason and may terminate your registration and account or otherwise deny you access to the Site in its sole discretion without notice or liability.

Account Information

You may not transfer or sell your Muse account and User ID to another party. If you are registering as a commercial entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Password

You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Muse of any unauthorized use of your password or any breach of security. You also agree that Muse cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Muse without Muse's express written permission.

Site Content

“Site Content” shall include, but not be limited to, such things and items as advertisements, audiovisual material, biographical material and information, collective works, compilations, data, designs, documents, drawings, files, graphs and charts, illustrations, images, interactive features, layout, links, logos, modules, music, performances, personal information, photographs, plans, products, promotional literature, references and reference material, scripts, sketches, software, supplier and customer information, sounds, text, technology, testimonials, trade dress, trade names, trade/ service/certification marks, and videos, including the assembly and arrangement of such things and items and all derivatives thereof.

Unless otherwise expressly stated on the Site, Muse does not endorse any products, services or other things appearing on the Site, or warrant (and is not responsible for) the accuracy, timeliness, reliability, judgment, usefulness, errors or omissions in, or completeness of any reviews, opinion, advice, statement or other information, that appear on the Site nor are we responsible or liable for your reliance thereon and, you understand and agree that it is your responsibility to evaluate the same.

Limited License to Use the Site

Muse grants you access and use of the Site and Site Content, on a non-exclusive, revocable (at Muse’s sole discretion), limited basis on the condition that your access and use is for your informational and personal, use only. Any permitted download and or printing from the Site Content, is subject to your strict compliance with the Terms and any download shall be for temporary storage only.

Muse’s grant above is on the condition that you link to the Site home page from any site that is not commercially competitive with the Site and does not criticize or otherwise injure Muse. Muse does not necessarily endorse links from other sites and reserves the right to prohibit linking to the Site for any or no reason, in its discretion.

Do’s and Don’ts when using the Site

By accessing the Site, you agree not to:

• use, display, mirror or frame the Site, any individual element within the Site, the Muse name, trademark, logo or other proprietary information, or the layout and design of any page, without our express written consent;

• access, tamper with, or use non-public areas of the Site, our computer systems, or the technical delivery systems of our providers;

• attempt to probe, scan, or test the vulnerability of any Muse system or network or breach any security or authentication measures;

• do anything that will in any way prevent or interfere in any manner with Muse’s full and exclusive enjoyment of the Site, Site Content, User Content or rights therein or Muse Rights;

• be a party to any contract or agreement that prevents you from fulfilling all your responsibilities and obligations concerning the Muse Rights, use of the Site, Site Content and User Content or that impairs or may impair any of your responsibilities and obligations concerning such use;

• avoid, bypass, remove, deactivate, impair, tamper with, descramble or otherwise circumvent any technological measure implemented by Muse or any of our providers or any other third party (including another User) to protect the Sites or Muse’s Content;

• attempt to access or search the Site, User Content or Site Content or scrape or download User Content or Site Content, or otherwise use, upload content to, or create new links, reposts, or referrals in the Site through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Muse or other generally available third party web browsers;

• send any unsolicited or unauthorized spam and spam comments on posts, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation;

• use any meta tags or other hidden text or metadata utilizing a Muse or Muse trademark, logo, URL, or product name without Muse’s express written consent;

• use the Site for any commercial purpose or the benefit of any third party, except as otherwise explicitly permitted for you by Muse or in any manner not permitted by the Terms;

• use Muse User information to forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information;

• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sites;

• interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

• collect or store any personally identifiable information from the Site from other Users of the Site without their express permission;

• impersonate or misrepresent your affiliation with any person or entity;

• violate any applicable law or regulation; or

• encourage or enable any other individual to do any of the activities prohibited in this Agreement.

2. How Your Content May Be Used

Any content that you post or otherwise make available on our Site is referred to as "User Content” or “your Content”. You retain all rights in, and are solely responsible for, the User Content you post to muse.com subject to the grant of the right to use license defined in this Agreement.

In connection with your Content, you agree that you will not post content on the Site that:

• creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal;

• may create a risk of any other loss or damage to any person or property;

• seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

• violates, or encourages any conduct that violates laws or regulations;

• contains any information or content we deem to be hateful, violent, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

• contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

• infringes any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other personal or proprietary rights;

• contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or

• is fraudulent, false, misleading, or deceptive.

User Content License

Muse does not claim ownership rights in User Content. You grant Muse a license solely to enable Muse to use any information or User Content you supply Muse with, so that Muse is not violating any rights you might have in that User Content (“Muse Rights”). You grant Muse a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the User Content, in any media now known or not currently known, with respect to your Content. You agree to allow Muse to store or re-format your Content on Muse and display your Content on Muse in any way as Muse chooses. Muse will only use personal information in accordance with Muse's Privacy Policy.

The Muse Rights also include, but are not limited to, the following:

• Muse has a right, without an obligation, to monitor the User Content and to post, maintain, accept, display, exploit, distribute, or otherwise make use of such Content as well as to return or make available or to not return or not make available to you all or any portion of the User Content or to maintain or not maintain or to archive or not archive it;

• Muse may allow other persons to access, post, upload, display, publish, distribute, transmit through broadcast, or otherwise make available on the Site and or to view, copy, download and or otherwise use your Content and third person content without any obligation to contact you for permission or any remuneration or liability to you;

• User Content will not be considered or treated as confidential, private property, or secret and may be accessible to and or viewed by members of the general public and the trade and, that you understand and agree that Muse, in its sole discretion, may refuse to include and or remove all or any portion of your Content and that Muse does and will not guarantee that any or all of your Content will remain on or accessible through the Site;

• the Muse Rights include the right to display advertisements and or other items in connection with your Content for advertising and promotional purposes and to authorize third persons to do the same as well as the right to exercise the Muse Rights in the same way and to the same extent that Muse may do so, and that you understand and agree that such Content may be included on the websites and in advertising of members of the Muse Group;

• User Content may be used by the Muse Group or persons authorized by Muse for whatever purposes desired by the User without any obligation for attribution to you or anyone else, and without any liability of Muse, the Muse Group, or the User thereof whatsoever, subject to a Site Vendor expressly stating and informing all intended Users of such content about all limitations on the use at least fifteen days prior to making it available to the Site; provided, however, this exception shall be inapplicable if limitations interfere with or prevent use of such content by Site Users.

Through your use of the Site, you may obtain personal information, including email addresses, phone numbers and other personally identifiable information, from another Muse user. Muse has not granted you a license to use such information for unsolicited commercial messages.

Re-Posting Content

By posting your Content on Muse, it is possible for another user in your project network to re-post that User Content. You agree to hold Muse harmless for any dispute concerning this use.

Idea Submissions

Muse considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Muse shall not be liable for the disclosure or use of such Material. If, at Muse's request, any user sends Material to improve the site (for example through the Forums or to customer support), Muse will also consider that Material to be non-confidential and non-proprietary and Muse will not be liable for use or disclosure of the Material. Any communication by you to Muse is subject to this Agreement. You hereby grant and agree to grant Muse, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

3. Important Proprietary Rights

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation the any Intellectual Property Rights or rights of privacy. For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, rights in publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewal and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your Content, you affirm, represent and warrant that:

• you have written consent (the “Release”) of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use;

• Muse may exercise the rights to your User Content granted under this Agreement without any liability for payment of any fees, residuals, payments or royalties;

• if you are or become aware that your Content includes any item for which you do not have an unrestricted right to grant a right covered by the Muse Rights without obligation or liability to any person, you agree to promptly provide Muse with detailed written notice thereof using the Muse contact information on the Site;

• it is your, not Muse’s, responsibility to monitor and protect intellectual property and or other rights you may have in your Content;

• you agree to provide a copy of each Release to Muse no later than five business days from the date of Muse’s request and, in the event that you have not obtained such a Release you agree to secure and fully pay all applicable costs and fees regardless of whether Muse requests a copy thereof and, if such request is made, to provide a copy to Muse no later than thirty days from the date of the request;

• you agree to fully cooperate with Muse regarding any investigation of suspected or actual activity that violates the Terms.

4. Site Fees and Billing Methods; Automatic Renewal

Muse charges a membership fee in order to provide certain levels of service within the Site (the "Membership Fee"). You acknowledge that Muse reserves the right, at any time, to modify its Membership Fees and billing methods. You acknowledge and agree that Muse has the sole discretion and right to deny access to you for any level of requested membership.

Membership Fees for access to the Site may be made either on a monthly or annual basis. Once a membership is purchased, you will be granted access to the Site for a single subscription under each registered account, pursuant to the terms and conditions of the Agreement. Membership Fees may be paid in advance by a check, credit card or debit card. Unless such membership plan is cancelled or terminated as provided below, all membership plans will be automatically renewed upon the terms set forth below.

Monthly Payment Plan: If you select the monthly payment plan, each month Muse will automatically renew your membership on a month-to-month basis at the Membership Fee (as such Membership Fee may be modified as provided above) using the credit card, debit card or other payment information on file with Muse. Each monthly renewal payment will take place on or about your expiration date. If the renewal of your monthly membership fails for any reason, we will attempt to process your renewal for a period up to sixty (60) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Muse). Except as otherwise required by applicable law, you agree that Muse will not provide you with any notices prior to each monthly renewal payment.

Annual Payment Plan: If you select the annual payment plan, Muse will automatically renew your annual membership for one year at the Membership Fee for annual memberships (as such membership fee may be modified as provided above) using the credit card, debit card or other payment information on file with Muse. If a check was used to pay the annual fee then Muse will send an email alerting you about he impending date for renewal. Such annual renewal payment will take place on or about your expiration date. If the renewal of your annual membership fails for any reason, we will attempt to process your renewal for a period up to sixty (60) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Muse). Except as otherwise required by applicable law, you agree that Muse will not provide you with any notices prior to each annual renewal payment.

If you elect to terminate service or if Muse terminates your service under the Terms before the end of your membership period, Muse will provide a refund for any remaining days that you paid for. Refunds will be calculated on a pro rata basis from the date of the written notice of termination up to the last date of the applicable membership period. Muse may charge fees for returned checks up to the maximum amount allowed by law.

5. Third Party Links

There may be links at or in the Site to other websites maintained by third persons. Muse does not operate or control, in any respect, such linked websites or the content provided through them or endorse or approve the content found there. Muse makes no representations as to the content, quality, suitability, functionality, or legality of any such links. Your use of such sites is subject to their policies and terms. You assume sole responsibility for your use of such links and agree as well as acknowledge that Muse is not responsible for any content posted on such sites or liable to you for any loss or damage whatsoever you incur as a result of your contact with and or use of such sites and you waive any claim you may have against Muse with respect to such sites.

6. Promotions

In addition to the terms and conditions of these Terms, any contests, sweepstakes or similar promotions (collectively, "Promotions") made available through the Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotion, you will be subject to those rules, which may vary from the terms and conditions set forth herein. We urge you to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review our Privacy Policy, which, in addition to these Terms, governs any information you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with these Terms, the terms and conditions of such rules shall control.

By uploading content for Promotions, you understand that Muse and any third-party administrator of such Promotions, or anyone acting on behalf of Muse or its partners, respective licensees, successors and assigns will have the right, where permitted by law, without any further notice, review or consent to print, publish, broadcast, distribute, and use, worldwide in any media now known or hereafter in perpetuity and throughout the World, your entry and related content, including, without limitation, the your name, portrait, picture, voice, likeness, image or statements about the Contest, and biographical information such as news, publicity or information for trade, advertising, public relations and promotional purposes without any further compensation.

You represent and warrant that your entry is your original work and does not include third party without permission and that it will not infringe on the rights of any third party or entity. In addition, you have obtained all rights, licenses, permissions and consents necessary to submit the entry and to grant the other rights outlined in the rules.

You are always responsible for all federal, state, and local taxes (including income and withholding taxes) and all other costs associated with prize acceptance and use. You waive and release Muse from any and all liability that may result from the acceptance and use of any awarded prize.

7. Disclaimer

MUSE, INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, PARENTS, PARTNERS, AGENTS, CONSULTANTS, SPONSORS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND THEIR RELATED COMPANIES, (“MUSE PARTIES”) DISCLAIM AND MAKE NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NON-MISPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, TRADE SECRETS, OR CONFIDENTIAL INFORMATION OF OTHER PERSONS, WARRANTIES FOR SERVICES AND OR PRODUCTS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH THE SITE, OR WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, AND ANY CLAIMED WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR CONCERNING THE ACCURACY, COMPLETENESS, CURRENCY, ERROR-FREE STATUS, RELIABILITY, SECURITY, USEFULNESS, OR TIMELINESS OF SITE CONTENT, OR THAT USE OF THE SITE WILL NOT BE INTERRUPTED, OR CONCERNING INFORMATION AND SERVICES PROVIDED THROUGH THE SITE, OR THAT DEFECTS OR ERRORS IN SOFTWARE WILL BE CORRECTED, OR THAT THE SITE, THE SITE CONTENT, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT A WARRANTY OF ANY KIND.

8. Limitation of Liability

IN NO EVENT, AND NOTWITHSTANDING THE FAILURE OF PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, SHALL MUSE OR THE MUSE PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, ECONOMIC, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, LOSS OF USE OF THE SITE, SITE CONTENT, USER CONTENT, AND OR ANY SOFTWARE, THE COST OF SUBSTITUTE SOFTWARE, THE COST OF RECOVERING SOFTWARE OR DATA, THIRD-PARTY CLAIMS, OR ANY OTHER PECUNIARY OR ECONOMIC LOSS WHATSOEVER) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, ARISING OUT OF, RELATING OR ATTRIBUTABLE TO, OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, ADVERTISING OF AND OR OFFERING SERVICES THROUGH THE SITE, THE SITE CONTENT, USER CONTENT, YOUR ENGAGING OF OR ASSOCIATION WITH ANY THIRD PERSON ADVERTISING AND OR OFFERING SERVICES AND OR PRODUCTS THROUGH THE SITE, OR ANY SOFTWARE, EVEN IF FOREEABLE OR IF MUSE AND OR THE MUSE PARTIES HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL MUSE’S LIABILITY EXCEED THE LOWEST AMOUNT THAT YOU MAY INITIALLY PAY MUSE SOLELY TO USE THE SITE AND OR SITE CONTENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE CONTENT, OR FOR ANY OTHER REASON IS TO STOP USING THE SITE AND SITE CONTENT. THIS LIMITATION OF LIABILITY APPLIES TO CLAIMED DAMAGES ALLEGED TO HAVE BEEN INCURRED BY REASON OF INFORMATION, ADVICE, CONTENT POSTED BY A THIRD PERSON, OR CONDUCT OF A THIRD PERSON ON THE SITE, SERVICES OR PRODUCTS RECEIVED AND OR ADVERTISED IN CONNECTION WITH THE SITE AND OR LINKS ON THE SITE. DESPITE ANYTHING TO THE CONTRARY IN THIS LIMITATION, IN NO EVENT WHATSOEVER SHALL THE CUMULATIVE LIABILITY OF THE MUSE PARTIES EXCEED THE GREATER OF THE TOTAL PAYMENTS, IF ANY, MADE BY YOU DIRECTLY TO MUSE DURING THE CONTINUOUS SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU NOTIFY MUSE OF A CLAIM, OR $100, ON THE CONDITION THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE, THE TERMS, OR THE PRIVACY POLICY MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Release and Waiver

To the maximum extent permitted by applicable law, you hereby irrevocably release and forever discharge Muse and the Muse Parties, including anyone in privity with them, individually and collectively, from any and all claims, demands, actions, causes of action, suits at law or in equity, liabilities, costs and expenses (including litigation costs and expert witness and attorney fees), loss, and or damages (direct and or consequential) of every kind or nature whatsoever, including all rights to injunctive or other equitable relief, from the beginning of time, whether or not the same were known, unknown, anticipated, unanticipated, exist now or later arise, that you and or anyone claiming by or through you may hereafter have directly or indirectly, arising out of, attributable to or on account of your access to and or use of the Site and or Site Content in any way whatsoever. You hereby irrevocably waive any rights you may have, known or unknown or which you suspect to exist in your favor at the time you first access this Site and thereafter, pursuant to the laws of any state. You acknowledge and agree that, to the extent the aforementioned waiver, release, and discharge is determined to be wholly or partly unenforceable by a court of competent jurisdiction and there is a court ruling that Muse and or one or more of the Muse Parties has liability to you, such liability shall be limited as set forth in the limitation of liability section of the Terms and that in no event will there be any incidental, direct, indirect, exemplary, special, or consequential damage, or income loss awarded to you. To the extent a statute or case law does not expressly prohibit releases and or waivers for negligence, this release and waiver also covers and includes negligence and any legal theory based upon negligence.

10. Indemnification

You hereby agree to indemnify, hold harmless and defend Muse and the Muse Parties, from any and all claims, demands, actions, causes of action, suits at law or in equity, liabilities, costs and expenses (including litigation costs and expert witness and attorney fees), loss, and or damages (direct and or consequential) of every kind or nature whatsoever directly or indirectly, arising out of, attributable to or on account of your access to and or use of the Site and or Site Content in any way whatsoever, as well as your Content, Third Person Content, and any actual or alleged breach of any of your aforementioned covenants, representations, and warranties, including your acts and omissions.

11. Termination/Suspension/Discontinue Operation

For any reason that it determines, in its sole discretion, Muse has the right to terminate and block your access to and use of the Site or any portion thereof, or to suspend your use and access, and or to suspend and or discontinue operation of all or any portion of the Site, at any time without prior notice to you. Any termination, blockage, suspension, or discontinuance shall not affect your obligations under the Terms, which shall survive, including but not limited to, the rights and licenses you have granted according to the Terms, your waiver and release, and your indemnification, as well as the disclaimers and limitations on liability provisions herein, and those concerning dispute resolution, jurisdiction, class action, and jury trials. Upon suspension or termination, you agree to immediately discontinue using the Site and Site Content and, upon termination to destroy copies of Site Content in your possession and or under your control.

12. Export Laws

Under no circumstances will any provision of the Terms require you party to do anything that violates any export, import, or other applicable law, regulation, or order of the United States, or any state, or local government. You agree that you will not download any software related to the Site, or ship, transfer, or export or re-export it to any country or use it in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.

13. No Class Actions/Jury Trial

TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND MUSE, WAIVE ANY RIGHT TO: (a) PURSUE DISPUTES ON A CLASSWIDE BASIS - THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING, ANYWHERE IN THE WORLD; AND (b) TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING, ANYWHERE IN THE WORLD.

14. Jurisdiction and Venue

The Terms, including your rights and obligations and those of Muse and the Muse Parties, shall be governed and construed in accordance with the laws of the State of Colorado without regard to conflicts of law provisions or laws. The court and authorities of the State of Colorado and the Federal District Court for Colorado shall have sole and exclusive jurisdiction over all controversies, which may arise with respect to the Terms that are not subject to the dispute resolution provisions of the Terms, including enforcement of all rights herein. You hereby expressly waive any jurisdictional, venue, or inconvenient forum objections which you might be entitled by virtue of domicile or otherwise and further agree and consent to be subject to the jurisdiction of such courts and any order that may be issued by them in reference to the Terms.

15. Dispute Resolution

In the event of any dispute regarding the Terms, the Site, Site Content, your Content, a Release, or otherwise concerning the Site, you and Muse (“hereafter collectively the “Parties” and individually “party”) agree to first contact each other and provide a written description of the issue(s) and proposed resolution. You can use the contact information herein for Muse and Muse may contact you using information you provide and or have provided to Muse. Except for the right of Muse to bring suit to obtain injunctive relief, any dispute arising under the Terms shall be resolved through a mediation/arbitration approach. The Parties agree to select a mutually agreeable, neutral third person to help mediate any dispute that arises under the Terms. If the Parties are unable to agree on a mediator, selection of a mediator shall use the same process described below regarding selection of a single arbitrator. If the mediation is unsuccessful, the Parties agree that the dispute shall be decided by binding arbitration using a singlemember panel selected by the Parties under the rules of the American Arbitration Association (“AAA”) in Denver, Colorado, in accordance with the Commercial Arbitration Rules as supplemented by the AAA’s Supplementary Procedures for Consumer-Related Disputes. The Parties agree not to pursue arbitration on a class-wide basis and that any arbitration will be solely between the Parties (not brought on behalf of or together with another person’s claim). If, for any reason, a court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate does not apply and the dispute must be pursued in court. If the Parties are unable to agree on the arbitrator, then in the following manner: each party shall choose one arbitrator and the arbitrators so chosen jointly shall select a third arbitrator, who shall serve as the sole arbitrator for purposes of resolving the dispute. In all events, the arbitrator so selected shall have substantial experience in the area of law concerning the dispute in arbitrating commercial disputes. Such selection shall be final and binding upon the parties. Each party shall treat and have the arbitrator treat any information relating to or disclosed by any party in connection with the arbitration as confidential business information. The arbitration shall be a confidential proceeding closed to the public. Discovery shall be permitted pursuant to the applicable arbitration rules. The length and scope of the arbitration hearing may not exceed three days. The arbitrator’s award will consist of a written statement stating the disposition of each claim and will provide a statement of the essential findings and conclusions on which the award is based. The arbitrator will be empowered to award money damages only and not punitive damages and a ruling by the arbitrator is subject to appellate review of errors of law. The foregoing notwithstanding, the decision of the arbitrator shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction by either party. Costs and fees associated with the mediation shall be shared equally by the Parties. The prevailing party in the arbitration proceedings shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

16. Miscellaneous

The Terms contain the entire understanding of the Parties and supersedes and merges herein all prior agreements, representations, courses of conduct and dealing between the parties concerning the subject matter hereof, and undertakings of the Parties, whether oral or written, concerning the subject matter herein contained and may not be altered, modified, amended, or waived, in whole or in part, in any way except by Muse. Should any provision of the Terms be void or unenforceable, such provision shall be deemed omitted, and the Terms with such provision omitted shall remain in full force and effect. No waiver by Muse of a breach of any provision of the Terms shall be deemed to be a waiver of any preceding or succeeding breach of the same or similar nature. The Terms will not be supplemented or modified by any course of dealing or usage of trade. You may not transfer or assign any of your, rights, responsibilities or obligations hereunder, in whole or in part, without Muse’s prior written consent. Any transfer or assignment without such written consent shall be null and void from the beginning and of no force and effect. Muse may assign the Terms and or any or all rights under the Terms without your consent and without notice to you.

17.Provisions Remaining in Effect

In the event your membership with Muse is terminated or lapses or you are no longer a user of Muse, this Agreement will continue to remain in effect.

18. Copyright

We respect the intellectual property rights of others and expect our Users to do the same. It is Muse’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act (“DCMA”), if you are a copyright owner (or are authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed by material appearing on the Site, you can send a notice of infringement to Muse with a written notice of claimed infringement that includes the following information:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works at the Site.

(3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Muse to locate the material.

(4) Information reasonably sufficient to permit Muse to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Address a notice of claimed infringement to Muse’s designated agent:

Muse Studio, LLC
17801 East 40th Avenue
Aurora, Colorado 80011

Muse will investigate such notices and take appropriate action under the DCMA. Inquiries that do not follow this procedure may not receive a response.