Effective Date: September 2nd, 2019

THE AGREEMENT

The use of the mobile application MUZING and services therein provided by CULTURALIV LLC (owner of MUZING and hereinafter referred to as "Company") are subject to the following Terms & Conditions (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all sections of this mobile application (hereinafter collectively referred to as "App") and any services provided by or on this App ("Services").

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: The Company, as the creator, operator, and publisher of the App, makes the App, and certain Services on it, and website, available to users. CULTURALIV LLC, MUZING, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.

b) You, the User, the Client: You, as the user of the App, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.

c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.

2) ASSENT & ACCEPTANCE

By using the App, You warrant that You have carefully and fully reviewed this Agreement and that You agree to be bound by it. The Company only agrees to provide use of this App and Services to You if You assent to this Agreement, so if You do not agree to be bound by this Agreement, please leave the App immediately.

3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to use this App or any Services contained herein. The Company assumes no responsibility or liability for any misrepresentation of Your age, so by using this App You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement.

4) LICENSE TO USE APP

The Company may provide You with certain information as a result of Your use of the App or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the App or Services ("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the App and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the App or Services or at the termination of this Agreement.

5) INTELLECTUAL PROPERTY

You agree that the App and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

a) You hereby grant the Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of any content You publish, upload, or otherwise make available to the App ("Your Content"). The Company claims no further proprietary rights in Your Content.

b) If You feel that any of Your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of Our users, please contact Us and let Us know by emailing us at contact@culturaliv.com.

6) USER OBLIGATIONS

As a user of the App or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name, age and gender. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the App and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing by emailing us at contact@culturaliv.com. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information.

As a registered user:

  • your profile must represent your true gender and age
  • profile images should provide an accurate rendering of yourself, but may not include any nudity or sexually explicit content
  • whatever you choose to share about yourself in your profile must not include any explicit, abusive, threatening or other forms of inappropriate content
  • keep your exchanges with other users clean and appropriate, and don’t share personal information not publicly listed on Muzing, such as but not limited to government issued identity numbers, passport, financial and contact information

We reserve the right to terminate your Account for any reason, and providing false or inaccurate information, or using the App or Services to further fraud or unlawful activity is grounds for immediate termination.

7) ACCEPTABLE USE

You agree not to use the App or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the App or Services in any way that could damage the App, Services, or general business of the Company.

You further agree not to use the App or Services:

  1. to harass, abuse, or threaten others or otherwise violate any person's legal rights;
  2. to violate any intellectual property rights of the Company or any third party;
  3. to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
  4. to perpetrate any fraud;
  5. to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
  6. to publish or distribute any obscene or defamatory material;
  7. to publish or distribute any material that incites violence, hate, or discrimination towards any group;
  8. to unlawfully gather information about others.

8) AFFILIATE MARKETING & ADVERTISING

The Company, through the App and Services, may engage in affiliate marketing whereby the Company receives compensation for, a commission on or percentage of the sale of goods or services on or through the App. The Company may also accept advertising and sponsorships from cultural institutions and/or commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

9) PRIVACY INFORMATION

Through Your Use of the App and Services, You may provide Us with certain information. By using the App or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.

You agree and acknowledge that MUZING is a global App operating through servers located in a number of countries, which may include the United States. By submitting your personal information, or by making use of the applications and services available on MUZING, you agree to the transfer of your personal information to, and storage and processing of your personal information in, any such countries and destinations.

a) Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our App or Services, We may also receive information from external applications that You use to access Our App, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.

b) How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our App, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.

c) How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of Our web applications, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided through the mobile application, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 30. After that time, it will be deleted.

9) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the App or Services;

b) Violate the security of the App or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

11) DATA LOSS

The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the App or Services is at Your own risk.

12) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the App or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

13) SPAM POLICY

You are strictly prohibited from using the App or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

14) THIRD-PARTY LINKS & CONTENT

The Company may occasionally post links to third party Apps or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our App.

15) MODIFICATION & VARIATION

The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the App and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the App after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.

c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

16) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this App. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this App.

17) SERVICE INTERRUPTIONS

The Company may need to interrupt Your access to the App to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the App may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

18) TERM, TERMINATION & SUSPENSION

The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

19) NO WARRANTIES

You agree that Your use of the App and Services is at Your sole and exclusive risk and that any Services provided by Us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the App or Services will meet Your needs or that the App or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the App or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the App or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.

20) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to You as a result of Your use of the App or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

21) GENERAL PROVISIONS

a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the App or Services, You expressly understand and agree to submit to the personal and exclusive jurisdiction of the courts of the country, state, province or territory determined solely by CULTURALIV LLC to resolve any legal matter arising from the Terms of Use or related to your use of the App. If the court of law having jurisdiction rules that any provision of the agreement is invalide, then that provision will be removed from the Terms & Conditions and the remaining terms and conditions will continue to be valid in full force and effect.

c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the country, state, province or territory determined solely by CULTURALIV LLC. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

j) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: contact@culturaliv.com.

The Terms constitute a binding legal agreement between You as user (“you”) and CULTURALIV LLC (“we” or “us”). CULTURALIV LLC includes, but is not limited to, MUZING and CULTURALIV SASU (a French company whose registered office is at 20 rue de Boulainvilliers, Paris 75016 France).

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