Last Updated: April 12, 2021 

1. Your Acceptance 

Welcome to the Terms of Use for the OmMuse website, the OmMuse mobile application, any associated components or software, and any services provided by OmMuse (collectively referred to as the “Platform”). This is an agreement (“Agreement”) between OmMuse (“OmMuse"), the owner and operator of the Platform and You (“You”, “Your” or “User(s)”), a User of the Platform. If You are a Creator (defined below) you must also agree to the OmMuse Creator Terms. 

Throughout this Agreement, the words “OmMuse,” “us,” “we,” and “our,” refer to our company, OmMuse, as is appropriate in the context of the use of the words. 

By clicking “I agree” or accessing the Platform You agree to be bound by this Agreement and the Privacy Policy. We may amend this Agreement at any time and may notify You if we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. 

2. User Accounts and Sign-up 

Portions of the Platform may require You to create a login or sign-up for an account. You must fully complete the registration process by providing us with Your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where a User creates an account, we may ask You to provide identification so that we may verify Your identity. Where required, OmMuse may also assign You a username and password. You are entirely responsible for maintaining the confidentiality of Your password and account and for any and all activities that occur under Your account. You agree to notify OmMuse immediately of any unauthorized use of Your account or any other breach of security. OmMuse will not be liable for any losses You incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by OmMuse or another party due to someone else using Your account or password. You may not use anyone else's account at any time, without the permission of the account holder. Companies may register via the Platform but may only have one User account. If You are registering on behalf of Your company, You represent and warrant that You are authorized by Your company to create an account on Your company’s behalf and You represent and warrant that You are authorized by Your company to incur financial obligations and enter into legally binding agreements on behalf of Your company. OmMuse has the sole discretion in granting or denying any accounts. 

3. Age 

The Platform allows Users 13 years of age or older to sign up for the Platform. However, Users under the age of 18 must have their parent or legal guardian agree to this Agreement. Additionally, for any Users under the age of 18, such User’s parent or guardian must provide payment for all Creator Content (as defined within Creator Agreement). 

4. The Platform 

The OmMuse Platform is a music creation service for Users and a marketplace for creators (“Creators”) to license Creator Content. USER ACKNOWLEDGES THAT OMMUSE IS MERELY A PLATFORM AND DOES NOT CREATE ANY CREATOR CONTENT AND DOES NOT RECOMMEND OR ENDORSE ANY CREATOR, ALL CREATOR CONTENT IS OWNED BY THE CREATOR. OMMUSE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY CREATOR CONTENT PROVIDED TO THE USER BY CREATORS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, NON-INFRINGEMENT, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. OMMUSE IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY CREATOR. BY USING THE OMMUSE PLATFORM, THE USER AGREES TO HOLD OMMUSE FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF ANY USER CONTENT (DEFINED BELOW) OR CREATOR CONTENT. OmMuse retains the right, but does not have the obligation, to immediately halt the offering or sale of any Creator Content, prevent or restrict access to any portion of the Platform (or availability to access any Creator Content) or take any other appropriate measures as deemed necessary by OmMuse to protect our rights, Users’, Creators’ and third parties’ rights and property or to facilitate the proper functioning of the Platform or any portion thereof. 

5. Privacy 

Please read OmMuse’s Privacy Policy for more information regarding the collection and use of Your information. The Privacy Policy is integrated into this Agreement as one in the same. 

6. Access to the Platform 

After properly registering for the Platform You may be granted access to the Platform at our discretion. You agree to abide by the following restrictions listed below: 

• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of the Platform. 

• You may not share Your access with any other parties unless permitted by us in writing. 

• You may not violate any laws, rules or procedures of the United States. 

• You may not violate any of our additional policies. 

• You may not use our Platform except through specific channels provided by us. 

• You may not sell, lease, loan, distribute, transfer, or sublicense Your access to the Platform. 

Please be aware that this is not an all-encompassing list of restrictions, if You breach any of these restrictions, we may revoke Your access to our Platform, at our discretion. Additionally, we may revoke or restrict Your access to our Platform if we believe that Your actions may harm or have harmed OmMuse or the Platform itself. Failure by us to revoke Your access does not act as a waiver of Your conduct. 

7. Your Conduct While Using The Platform 

When accessing or using our Platform, You are solely responsible for Your use and for any use of the OmMuse Platform made using Your account. You agree to abide by the following rules of conduct: 

• You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”; 

• You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform; 

• You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform; 

• You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; 

• You agree not to use the Platform to stalk, harass, bully or harm another individual; 

• You agree that You will not hold OmMuse responsible for Your use of the Platform; 

• You agree not to violate any requirements, procedures, policies or regulations of networks connected to OmMuse; 

• You agree not to interfere with or disrupt the Platform; 

• You agree to not violate any US federal or state laws while using the Platform; and 

• You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing. 

If You are discovered to be undertaking any of the aforementioned actions or if we believe that any of Your actions may harm OmMuse’s Platform or business interests Your privileges to use our Platform may at our sole discretion be terminated, revoked, or suspended. Generally, we will provide an explanation for any suspension or termination of Your use of any of our Platform, but OmMuse reserves the right to suspend or terminate any account at any time without notice or explanation. 

8. Platform Availability and Modification 

Although we will attempt to provide continuous Platform availability to You, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. We reserve the right to alter, modify, update, or remove our Platform at any time or any portions thereof. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons. 

9. User Content 

A User’s ability to submit, create, or transmit any information through the Platform, including but not limited to text, audio messages, content, User identification, videos, photos, images, User trademarks, User intellectual property, Creator Content (defined by the Creator Terms) or any other information will be referred to as “User Content” throughout this Agreement. All User Content You submit to the Platform will be owned by You. Please be aware that we are not required to host, display, migrate, or distribute any of Your User Content and we may refuse to accept or transmit any User Content. You agree that You are solely responsible for any User Content submitted and You release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. OmMuse may not endorse and may not verify, monitor, or restrict any User Content submitted. 

When You submit any User Content to us, You grant the OmMuse, its partners, affiliates, Users, representatives and assigns a non-exclusive, fully-paid, royalty-free, unlimited, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of Your User Content during this Agreement and any time thereafter. We may share this license with any User or any sublicensees at our discretion. Additionally, although You own all User Content submitted by You, we own all layouts, arrangement, metadata and images that are used to render Your User Content through our Platform. 

10. User Content Guidelines 

We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to You. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content. 

When submitting any User Content You agree to the following: 

• You agree that User Content submitted is truthful and accurate; 

• You agree not to submit any User Content that contains any confidential information; 

• You agree not to submit any User Content that contains nudity, or sexual, or explicit content; 

• You agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others; 

• You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity; 

• You agree not to submit any User Content that is considered spam or politically controversial; and 

• You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing. 

If You have violated any of our User Content Guidelines or if You we believe that any User Content may harm the Platform, Your access to the Platform may be suspended or terminated. We reserve the right to monitor any User Content submitted to the Platform but we have no obligation to monitor such User Content. 

11. User Content Storage 

OmMuse at its discretion may offer storage of any User Content. Please be aware that we have no obligation to offer any storage of any User Content and may change our policies related to User Content storage limits at our discretion. We reserve the right to discontinue or modify any pricing, services, policies, or terms related to User Content storage on our Platform (at any time) and may at any time. Please be aware that we make no guarantees about any User Content stored on the Platform and you release us from all liability related to any User Content stored on the Platform. Specifically, we do not guarantee that your User Content will remain available, secure, accessible, or complete and some of all of your User Content may be deleted. 

12. Sharing of Information 

Any User Content submitted may be shared and licensed in accordance with this Agreement and any User information may be shared with third parties as deemed necessary by us. All Users should be aware that any User Content including any User information is not confidential and shall not be treated as confidential. If a User believes any User Content or information to be confidential or subject to confidentiality, it should not submit such User Content or information to the Platform. 

13. Purchasing Creator Content 

You may purchase Creator Content from Creators through the Platform (each, a “Purchase”). Please be aware that Purchases are a license to use the Creator Content subject to the licensing rights granted to You by the Creator. All Purchases are between You and the applicable Creator, and OmMuse will not have any responsibility or liability for Purchases. Any questions You have with respect to a Purchase You make through the Platform should be directed to the applicable Creator. Any issues with any Purchase must be resolved with the Creator. Creator Content that You Purchase cannot be guaranteed to be available to You perpetually and You may lose access to Creator Content You Purchase through the Platform. Users bear all risk with respect to Purchases that You make through the Platform. We encourage You to promptly download any Creator Content You purchase through the Platform to Your own devices so that You will retain control and possession of the applicable Creator Content even if we are required to remove the Creator Content from the Platform. 

14. Payments 

When purchasing Creator Content You will be prompted to input Your payment information or pay through our third party payment processor. Please be aware that all payment information will be stored and secured by the payment processor and not us. All payments by Users for any Creator Content must be made through the OmMuse Platform. User authorizes OmMuse or its third party payment processors to charge the credit card on file in the User's account for such amounts listed. Depending on the transaction You selected, OmMuse may charge You on a one-time or recurring basis. All information that You provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by Users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction with OmMuse at the prices in effect when such charges are incurred. We expressly disclaim any liability for any damage that may result should any information be released to any third parties, and You agree to hold us harmless for any damages that may result therefrom. 

15. Refunds 

All sales are final (except where prohibited by law), and you will not be entitled to a refund unless offered by a Creator or otherwise determined by OmMuse in our sole discretion. 

16. Disputes with Creators 

Disputes between any User and any Creator regarding any Creator Content or interactions on the Platform shall be solely resolved between You and the Creator. OmMuse is not a party not any such dispute and has no liability to either party regarding such dispute. OmMuse reserves the right, but has no obligation, to become involved in any way with disputes between you and any Creator or User, as applicable, in connection with the Platform. 

17. Credit Card Declines 

Where Your credit card has been declined after the Creator Content has been delivered or downloaded by You, You agree that we may resubmit Your charge until such charge is fully paid, whether the charge is made as one additional charge or as installments. 

18. Termination 

You may cancel Your account at any time via the OmMuse dashboard or contacting us at hello@ommuse.com. Please be aware that upon termination of Your account, access to portions of our Platform may be become immediately disabled and any User Content may become deleted or immediately inaccessible. Termination of this Agreement does not relieve User from any obligation to pay. We may terminate Your account or this Agreement with You if we determine that: (1) You have violated any applicable laws while using our Platform; (2) if You have violated this Agreement or any other of our Platform policies; (3) if Your account has remained inactive for an extended period of time; or (4) if we believe that any of Your actions may harm OmMuse, at our sole decision or discretion. In the event of termination, we will strive to provide You with a timely explanation; however, we are not required to do so. Where termination has occurred, portions of this Agreement shall survive and remain in full force as stated in the “Survival” section of this Agreement. 

19. Taxes 

Depending on the laws of Your jurisdiction You may be taxed for any payments or purchases. Therefore, at the time of payment we may collect all applicable taxes related to Your use of the Platform. In the event that we do not collect the applicable taxes, You agree that You are still responsible for any applicable taxes. Although no taxes may be collected by us You agree that You will pay any applicable taxes or fees to the tax agencies having jurisdiction over You. 

20. Chargebacks 

If we believe that You have participated in a fraudulent chargeback we will pursue our claims against You to the fullest extent allowed by law. In the event that we believe that a User has submitted a fraudulent chargeback, we will forward Your information to the applicable law enforcement agency and Your fraudulent chargeback may result in either a civil fine or jail time. 

21. Idea Submission 

OmMuse or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to OmMuse. The sole purpose of this policy is to avoid potential misunderstandings or disputes when OmMuse’s products might seem similar to ideas You submitted to OmMuse. If, despite our request that You not send us Your ideas, You agree to the following: (1) Your Submissions and their contents will automatically become the property of OmMuse, without any compensation to You; (2) OmMuse may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for OmMuse to review the Submission; and (4) there is no obligation to keep any Submissions confidential. 

22. Intellectual Property 

The name “OmMuse,” the design of the OmMuse Platform along with OmMuse created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to OmMuse. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. OmMuse reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given You express written permission. All rights not expressly granted are hereby reserved. 

23. Representations and Warranties 

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER OMMUSE, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM INCLUDING CREATOR CONTENT, USER CONTENT, OR ANY OTHER INFORMATION; (C) ANY CREATOR CONTENT PURCHASED OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OMMUSE OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. OMMUSE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY CREATORS OR ANY CREATOR CONTENT THE INCLUSION OF ANY CREATOR OR ANY CREATOR CONTENT ON THIS PLATFORM DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION BY OMMUSE. OMMUSE DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM OR ANY CREATOR CONTENT IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND OMMUSE SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. 

24. Limitation of Liability 

IN NO EVENT SHALL OMMUSE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, YOUR INTERACTIONS WITH OTHER USERS, OR FROM ANY CREATORS OR CREATOR CONTENT, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS RELATED TO YOUR USER CONTENT OR ANY CREATOR CONTENT, (VII) ANY INJURY OR CLAIM THAT OCCURS OUT OF THE USE OF ANY USER CONTENT BY ANY CREATORS OR (VIII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY, IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS ON THE PLATFORM OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OMMUSE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by OmMuse’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. 

25. Release 

YOU RELEASE OMMUSE AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE WITH ANOTHER USER, CREATOR, OR OTHER THIRD PARTY. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 

26. Indemnity 

You agree to release, defend, indemnify, and hold OmMuse and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Your breach of this Agreement, (ii) Your improper use of the OmMuse Platform or any services provided, (iii) Your interaction with any User, Creator, or other third party including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of such interaction, (iv) Your use of any User Content or Creator Content, (v) Your breach of any laws, regulations or third party rights. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial. 

27. Age Compliance 

OmMuse and its Platform may only be used by persons 13 years and older. If You are between the ages of 13 and 18 You must have Your parent or legal guardian agree to this Agreement. 

28. Intellectual Property and Copyrights 

Takedown Notice 

We take copyright infringement very seriously. If You believe that any copyrighted material owned by You has been infringed upon by someone using our Platform, please send us a message which contains: 

• Your name. 

• The name of the party whose copyright has been infringed, if different from Your name. 

• The name and description of the work that is being infringed 

• The location on our Platform of the infringing copy. 

• A statement that You have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law. 

• A statement that You swear, under penalty of perjury, that the information contained in this notification is accurate and that You are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use. 

You must sign this notification and send it to our Copyright Agent: Copyright Agent of OmMuse, hello@ommuse.com or attn: Copyright Agent OmMuse 12177 NW 69th Ct. Parkland, FL 33076. 

Counter Notice 

In the event that You receive a notification from OmMuse stating content posted by You has been subject to a DMCA takedown, You may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following: 

• Your name, address, email and physical or electronic signature. 

• The notification reference number (if applicable). 

• Identification of the material and its location before it was removed. 

• A statement under penalty of perjury that the material was removed by mistake or misidentification. 

• Your consent to the jurisdiction of a federal court in the district where You live (if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where Your Creator is located (if You are not in the US). 

• Your consent to accept service of process from the party who submitted the takedown notice. 

Please be aware that we may not take any action regarding Your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: hello@ommuse.com or attn: Copyright Agent OmMuse 12177 NW 69th Ct. Parkland, FL 33076. 

29. Choice of Law 

This Agreement shall be governed by the laws in force in the state of Florida. The offer and acceptance of this contract is deemed to have occurred in Florida. 

30. Arbitration 

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the state of Florida, without giving effect to conflict of laws principles thereof. 

 

Informal Resolution 

Each party agrees that before it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of the Agreement which are allegedly being breached). Within thirty days after such notice, knowledgeable executives of the party or the individuals themselves shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets. 

 

Mediation 

Except as provided herein, any and all Disputes arising out of or relating to this Agreement shall be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in Parkland, FL. 

Binding Arbitration 

You agree that any dispute relating in any way to your use of the Platform shall be submitted to confidential binding arbitration. If there is a dispute about whether this arbitration provision can be enforced or applies to the Dispute, You and OmMuse agree that the arbitrator will decide that issue. However, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. 

Arbitration under this Agreement is under the Federal Arbitration Act which governs the interpretation and enforcement of this provision. The arbitration will be administered by JAMS Arbitration in accordance with their commercial rules (the “Rules”) then in effect, except as modified here. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The location of the arbitration shall be Parkland, FL. Where a Dispute does not exceed $15,000 such Dispute shall be arbitrated solely via pleadings and documents. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Each party shall be responsible for their own costs. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Broward County, FL. 

Opt-Out 

User has the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us via mail at Attn: Arbitration Opt Out OmMuse 12177 NW 69th Ct. Parkland, FL 33076. In order to be effective, the opt out notice must include Your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If You have decided to opt-out of Binding Arbitration, all Disputes after an attempt at Mediation shall be heard in a court of competent jurisdiction located within Broward County, FL. 

31. Class Action 

You and OmMuse agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that You will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. 

32. Relationship of Parties 

OmMuse provides a Platform which allows You to connect with independent third party contractors. OmMuse is not the employer of any Creator. You acknowledge that we do not supervise, direct, or control a Creator’s Creator Content in any manner. A Creator provides Creator Content directly to You as an independent contractor, and is not an employee, joint venturer, partner, agent, or franchisee of OmMuse for any purpose whatsoever. 

33. Force Majeure 

You agree that we are not responsible to You for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control. 

34. Severability 

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. 

If two or more provisions of this Agreement or any other agreement You may have with OmMuse are deemed to conflict with each other’s operation, You agree that OmMuse shall have the sole right to elect which provision remains in force. 

35. Non-Waiver 

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future. 

36. Survival 

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, content provisions, User representations and warranties, class action, disputes, arbitration, choice of law, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability. 

37. Assignment 

You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. 

38. Additional Agreements 

This Agreement, along with the Creator Agreement (if you are a Creator) and the Privacy Policy constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. 

39. Amendments 

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email You. You may refuse to agree to the amendments, but if You do, You must immediately cease using our Platform. 

40. California Users 

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about OmMuse must be sent to our agent for notice to: hello@ommuse.com or OmMuse 12177 NW 69th Ct. Parkland, FL 33076 

California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

41. Electronic Communications 

The communications between You and OmMuse use electronic means, whether You visit the Platform or send OmMuse e-mails, or whether OmMuse posts notices on the Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from OmMuse in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that OmMuse provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights.