MUSE App – End User Licence Agreement
1. Introduction
1.1 Welcome

Welcome to Muse! We provide an AI-enabled luxury goods resale and social commerce platform which you can access via our invite-only mobile application (the Service).

1.2 Muse Technology

The Service is owned and operated by Muse Technology Pty Ltd (ACN 649 320 178) (Muse). In this End User License Agreement (this Agreement), ‘us’, ‘we’ and ‘our’ means Muse and any of its related bodies corporate.

2. Acceptance
2.1 Acceptance

Please read this Agreement carefully. Understanding its terms is important because, by downloading the mobile application (the App), applying to become a user, creating a profile or otherwise using the Service in any manner, you’re agreeing to this Agreement.

2.2 Corporate users

If you are a corporate user then the individual accepting this Agreement is doing so on behalf of you and that individual represents and warrants that:

  • they have full legal authority to bind you;
  • they have read and understood this Agreement; and
  • they agree to the terms of this Agreement on behalf of you.
2.3 Non-acceptance

If you don’t agree to the terms and conditions contained in this Agreement, then please do not use the Service.

3. Onboarding

3.1 Onboarding

Once your invitation has been verified, you will be invited to register with us and set up an account and user profile including selecting a username and password. 

3.2 Alternative sign-in

Alternatively, you can log in via approved third-party services including via Facebook or Google. If so, you give us permission to access and use your information from that service in order to verify your account and to hold that data including log-in tokens for that third-party service in accordance with our privacy policy. 

3.3 Additional requirements for buyers and sellers

Users who want to use the Service to buy and [re/sell] their luxury goods (Items) need to validate their submitted personal details with proof of identification. 

4. Licence grant
4.1 Licence

Subject to the completion of the terms in clause 3 above and your continued compliance with this Agreement [and in consideration for your payment of the Fees] we hereby grant to you a [personal], revocable, non-exclusive and non-transferable license to use the Services. The provision of this licence is at all times subject to the terms and conditions of this Agreement.

4.2 Limited access

The Website is made available on a limited access basis, and no ownership right is conveyed to you through your use or access of the Website. 

5. Use of the Website
5.1 Your responsibilities

Whilst you use the Website, you agree that you will:

  • make sure the email address associated with your account remains active and checked by you on a regular basis;
  • comply with your obligations under this Agreement;
  • be responsible for securing your account including user profile and passwords;
  • be responsible for all usage of your account with or without your knowledge or consent;
  • have a valid account with either the Apple App Store or Google Play (the Store);
  • be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service including hardware, software, networking etc;
  • comply with all Federal and State laws, rules and regulations related to or connected with your use of the Service;
  • ensure the accuracy, quality and legality of your data; and
  • use all reasonable efforts to prevent unauthorised access to or use of the Service and to promptly notify us if you become aware of any such unauthorised access to or use of the Service.
5.2 Age requirements

You must be at least 13 years of age and capable in your country of residence of entering into a legally binding agreement to use the Service. 

6. Content
6.1 Our content

Unless otherwise indicated, we own, control or license all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Service and in all of the material (including all text, graphics, photographs, artwork, visual interfaces, user interfaces, logos, audio, software and computer code made available through the Service (collectively, Content). Content includes, but is not limited to, the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Service.

6.2 Your Content

Some of our services give you the opportunity to make your own Content publicly available through the Service. You remain solely responsible for your Content. Specifically, when you share, post or upload Content that is covered by intellectual property rights on or in connection with the Service, you grant us a non-exclusive, transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your Content. This licence will end when your Content is deleted from our systems. 

6.3 Your rights in your Content

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such Content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the Content does not violate any laws. Where necessary, we may need to remove user-generated Content from the Service.

6.4 Music in your Content

Subject to clause [6.3] above, us of music in your Content for commercial or non-personal purposes in particular is prohibited unless you have obtained appropriate licences. If you post Content that contains music owned by someone else, your content may be blocked or removed at the request of the applicable rights owner.

6.5 Paid promotion

If your Content has a paid product placement, endorsement or other commercial relationship, you need to clearly mark it as such in your Content. Please note, beyond the terms of this Agreement, you may have more obligations under applicable laws in your jurisdiction. We reserve the right to take action against your Content or account if you contravene this clause. 

6.6 Live Content

All pre-recorded Content which is broadcast streamed to the Service as part of live Content must be clearly marked as pre-recorded. Failure to do so may result in that Content being blocked or removed. Live Content is not to include broadcasting looping videos, still images or poll-only videos.  

6.7 Misrepresenting Live Content

Where you post Content to the Service that purports to be live, you must not mislead other users to think that specific footage:

  • is occurring in real time when it is not; or
  • is happening in a particular location when it is not.
6.8 Advertising using Content

You hereby grant us permission to use your profile information and information about actions that you have taken on the Service next to or in connection with ads, offers and other sponsored content that we display across the Service, without any compensation to you. You acknowledge that this permission survives termination of this Agreement.

6.9 Third-party Content

We may integrate Content or applications from third-parties with the Service and make some or all of them available to you. The views expressed in third-party Content or applications are theirs, and don’t necessarily reflect our views. Any Content or applications from third-parties are provided through the Service on an ‘as-is’ basis and we make no express or implied representations or warranties about that Content or those applications. Content or applications from third-parties are subject to change or discontinuance on the Website without notice or entitlement to you of any refund, credit or other form of compensation.

7. Social commerce
7.1 Social commerce

The Service allows you to buy and [re/sell] Items with other users. You can sell your Items through the Service by publishing pictures you want to sell on the App (Items). 

7.2 Risks

While we strive to maintain a safe trading environment you accept that there are unfortunately sometimes risks when trading online and using our sites, including dealing with fraudulent people. You agree that you will not hold us responsible for other users’ acts or omissions. You acknowledge that the Service is not as an auctioneer. Instead, the App is a platform to allow anyone to offer, sell, and buy Items at anytime or from anywhere.

7.3 Legally binding transaction

When you enter into a transaction through the Service, you create a legally binding contract with the other user. You must ensure that you comply with your obligations to that other member and are aware of any laws relevant to you as a buyer or seller. If another member breaches any obligation to you, you are responsible for enforcing any rights you may have.

7.4 Responsibility for transactions

You alone, and not us, are responsible for ensuring that your listing, bidding and selling and any other activities conducted on the App are lawful. You must ensure that you comply with all applicable laws in Australia and any other applicable country. You must also ensure that you strictly comply with this Agreement and the policies which form part of this Agreement. 

7.5 Responsibility for Items

We do not take ownership of the Items at any time and do not transfer legal ownership of Items from the seller to the buyer. We have no control and do not give any commitment relating to the existence, quality, safety, genuineness or legality of any Item, the truth or accuracy of any picture or description of any Item or any other Content made available by users, the ability of sellers to sell the Items, the ability of buyers to pay for them or that a buyer or seller will actually complete a transaction or return the Item, and we

have no liability in this respect.

7.6 International sales

The Service is accessible internationally. Registered buyers and sellers can use our App to buy and sell Items. Items available on the App may be located overseas and/or sold by international sellers relative to the buyer. Buyers and sellers are responsible for complying with all laws and regulations applicable to the international sale, purchase and shipment of Items, including paying any applicable taxes.

8. Prohibited Activities and Items
8.1 Prohibited activity

Unless expressly stated otherwise in this Agreement, you agree that you will not do any of the following: 

  • Create more than one account with the Service unless we expressly agree otherwise.
  • Claim a username or the purpose of reselling it or otherwise engage in name squatting. 
  • Use the Services if you are not able to form legally binding contracts or are under the age of 13.
  • Permit any other person to use the Service with your account unless you are a corporate user and that person is authorised by you.
  • Use the Service to store or transmit infringing, libelous or otherwise unlawful or tortious material or inappropriate communications or content (including, but not limited to, defamatory, racist, obscene, threatening or pornographic material), or to store or transmit material in violation of third-party privacy rights.
  • Using the Service for any wrongful activities including, but not limited to, using the service to stalk, harass, threaten or violate the privacy of others.
  • Submit or contribute any information/commentary about another user without their consent or post private/confidential information via the Service including their details.
  • Use the Service to store or transmit malicious code including code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
  • Interfere with or disrupt the integrity or performance of the Service including, but not limited to, causing or encouraging inaccurate measurements of genuine user engagement with particular Content or otherwise manipulate metrics in any manner.
  • Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or our systems or networks, or any systems or networks connected to the App or to the Service.
  • Attempt to gain unauthorised access to the Service or its related systems or networks.
  • Use the Service if we have suspended or banned you from using it. 
  • Permit either direct or indirect access to or use of the Service that attempts to circumvent any contractual usage limits.
  • Offer to sell or to buy any Prohibited Items (as that term is defined below at clause [8.2]).
  • Use the Service to distribute unsolicited promotional or commercial Content or other unwanted or mass solicitations.
  • If you’re a buyer, fail to deliver payment for Items purchased by you, unless the seller has materially changed the Item’s description after you bid or a clear typographical error is made.
  • If you’re a seller, fail to deliver Items purchased from you, unless the buyer fails to meet the posted terms.
  • Manipulate the price of any Item or interfere with other users’ listings on the Service including, but not limited to, unfairly or unlawfully interfering or manipulating the ratings system or user feedback system.
  • Buy or sell Items using alternative payment methods beyond those permitted or accepted by the Service including, but not limited to, making direct arrangements with a buyer or seller to circumvent the Service. 
  • Use the Service for money laundering, terrorist financing, or other illicit finance.
  • Use the Service from a country sanctioned by the government of the country in which you reside to facilitate transactions involving individuals sanctioned by that government or located in sanctioned countries.
  • Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments.
  • Use the Service to create, sell, or buy non-fungible tokens (NFT) or other Items that give owners’ rights to participate in an initial coin offering or any share offering, or that are redeemable for shares, commodities, or other financial instruments.
  • Use the Service to drop ship. 
  • Copy or collect any Content on the Service including using “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.
  • Modify or create derivative works based on the Service or any part, feature, function or user interface thereof. 
  • Disassemble, reverse engineer, or decompile any part of the Service or access it to; 
    • build a competitive product or service;
    • build a product or service using similar ideas, features, functions or graphics of the Service;
    • copy any ideas, features, functions or graphics of the Service. 
  • Determine whether any ideas, features, functions or graphics of the Service are within the scope of any patent.
8.2 Prohibited Items

Whilst we reserve the right to decide at any time what Items are or aren’t allowed on the Service, the following types of items are considered Prohibited Items for the purposes of this Agreement:

  • Adult only material and nudity
  • Advertisements
  • Alcohol
  • Animals and wildlife products
  • Counterfeit currency and stamps
  • Counterfeit items, replicas and unauthorised copies
  • Credit cards
  • Data banks, mailing lists and personal information
  • Illicit drugs and drug paraphernalia
  • Drop-shipping
  • Food and edible items
  • Firearms, weapons and military items
  • Fireworks and kit for their implementation
  • Goods from sanctioned countries
  • Government, transit and shipping-related items, government documents, IDs and licenses
  • Graphic and violent imagery
  • Hate speech and discriminatory content
  • Hazardous materials
  • Human remains, human organs and body parts
  • Lock-picking and locksmithing devices
  • Lotteries and giveaways
  • All medical devices (prescription and over-the counter medical devices)
  • Perfumes and cosmetics
  • Plants and seeds
  • Real estate
  • Recalled items
  • Services
  • Software (not including digital artworks)
  • State or government owned property
  • Shares and other marketable securities
  • Stolen property and property with removed serial numbers
  • Technology and electronics
  • Tickets
  • Tobacco
  • Vouchers, gift cards, digital and non-material goods.
9. Payments
9.1 Payment Services

[Insert payment terms]

10. Sellers commission

If you are a seller, you agree to pay us a commission on the total transaction amount received by you (including VAT and any other applicable taxes, if any, and shipping costs) in respect of the sale of any of your Items through the Service (the Commission). Further details of the Commission can be found here [insert]. 

11. Taxes on purchases
11.1 Payment of taxes

Buyers and sellers are generally responsible for any goods and services tax (GST), sales tax, value-added tax (VAT) or other taxes that apply to Items bought through the Service. If you have any questions or require more information about your tax obligations, please seek independent tax advice.

11.2 International taxes

In any jurisdiction where we have an obligation to collect tax (including GST or VAT), duties, customs or other international charges on consumer purchases, we:

  • may add the applicable tax to the item price displayed to the buyer;
  • will display the tax amount at checkout once the buyer’s order and delivery address are confirmed, and this will be included in the order total paid by the buyer; 
  • will collect this amount via any means available to us and remit the tax to the relevant authority.
12. Shipping

The seller of an Item is responsible for shipment of the Item to the successful buyer. 

13. Infringement Notice
13.1 Infringement Notice

Any user may contact us by sending us a written notice if any Content or Item available through the Service infringes their rights or fails to comply with this Agreement (Infringement Notice). An Infringement Notice must specify contact details and the specifics of the infringement or contravention with sufficient detail and evidence.

13.2 Our response to an Infringement Notice

An Infringement Notice can be sent to us at the details set out in [clause 27] below. When we receive an Infringement Notice, we will aim to respond to it within a reasonable period of time. We will take the action which we believe is appropriate depending on the nature of the Infringement Notice.

14. Links to other sites

The Service may contain links to other independent third-party websites (Linked Sites). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

15. Charitable Donations

If you make a donation to a charity through the Service, you acknowledge that you make this donation as a charitable contribution and that you are not receiving any goods or services in return. As the tax laws vary by State and by Country, please seek independent professional tax advice regarding the deductibility of this donation.

16. Disclaimer
16.1 No promise

We provide the Service to you using a commercially reasonable level of care. However, there are certain things that we don’t promise about the Service.

16.2 No warranties
16.3 Your statutory guarantees

You have statutory guarantees under the Australian Consumer Law and nothing in this Agreement is intended to affect such rights.

17. Limitation of liability
17.1 No liability

To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense (irrespective of the manner in which it occurs) which may be suffered due to your use of the Service and/or the information or materials contained on it, or as a result of the inaccessibility of the Service and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

17.2 Remedy

To the extent that we are permitted to limit the remedies available under this Agreement, we expressly limit our liability for breach of a non-excludable statutory guarantee to the following remedies:

  • supply of the services again; or
  • the payment of the costs of having the services supplied again.
17.3 NFTs

The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.

18. Indemnity

You agree to indemnify and hold us and our officers, directors, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including legal fees), made against us by any third party due to or arising out of or in connection with your use of the Service.

19. Feedback

Occasionally, you may provide us with feedback on our Website (Feedback). We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Nothing in these Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

20. Termination
20.1 Term of Agreement

This Agreement is effective from the date of your acceptance as per clause [2.1] and continues until the deactivation of your account. 

20.2 Deletion of your account

You may delete your account at any timeOther than via the App, you may request deactivation of your account by contacting us from the email address linked to your account provided that:

  • there are no outstanding Items of yours listed on the Service;
  • all outstanding matters concerning your account (such as suspension or restriction) have been resolved; and
  • [there are no outstanding Fees owing on the account].
20.3 Our rights with respect to your account

We may modify, suspend or terminate your access to or use of the Service anytime for any reason. Particularly, if you contravene clause [8] of this Agreement then it constitutes a serious breach for which we may immediately and without further notice to you:

  • temporarily/permanently withdraw your right to use the Service;
  • remove your Content;
  • issue written warnings or take legal action; or 
  • disclose relevant information to law enforcement.
20.4 Fees on termination

Upon the termination of this Agreement, you will pay any unpaid Fees incurred on or before the date of termination. For any prepaid Fees, you will receive a pro-rata refund of those Fees for the unused portion.

20.5 Content upon termination

Upon termination of this Agreement you must cease accessing or using the Service. If you deactivate or end usage of the Service then we can delete or modify your Content. You will lose any rights you have to your Content with no compensation. Data may still persist and appear on the Service even on deactivation including where your Content has been re-shared by others and they have note deleted it.  

20.6 Survival

The following clauses survive termination of this Agreement: Clause 5.2 (Age requirements), 

21. Disputes
21.1 Disputes between you and us

If a dispute arises between you and us, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. We strongly encourage you to first contact us via the details below at clause [insert] to seek a resolution. 

21.2 Reporting disputes between you and other users

All purchases or sales made outside the Service is against this Agreement and accordingly are not covered by its terms. In the event of a dispute between you and other users, we strongly encourage you to try and resolve this dispute directly. Failing that however, if you’re:

  • a buyer and your purchased Item has not arrived, or if what you’ve received is materially not as described in the transaction or faulty; or
  • a seller and you’ve been sent an unauthorised payment or a buyer claims they’ve not received their purchased Item from you,

then you can report the issue to us within 90 days and we will reply to you with instructions on how to proceed. Please note that we can only accept tracking codes as valid proof of delivery and the cost of returning the Item cannot be refunded.

21.3 Resolving disputes between you and other users

Where you and the other user cannot agree a resolution, we will try to mediate a resolution between you and the other user. 

21.4 Confidentiality

All negotiations pursuant to this clause [21] are to be on a confidential basis.

22. Privacy
22.1 Collection

We collect certain data and information about you in connection with your use of the Service and otherwise in connection with this Agreement. We collect and use all personal information in such data and information in accordance with applicable privacy laws and our privacy policy, which you acknowledge.

22.2 Disclosure

We may disclose that information to third parties that help us deliver the Service (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of the functionality of the Service to you.

22.3 Consent

By providing your personal information to us, you consent to the collection, use, storage and disclosure of that personal information as described in our privacy policy and this Agreement.

23. Other terms and conditions
23.1 Additional terms

Additional terms and conditions may apply to your purchases of goods or services from us and to specific portions or features of the Service all of which terms are made a part of this Agreement by this reference.

23.2 Promotions and competitions

For certain campaigns, promotions or contests, additional terms and conditions may apply. If you want to participate in such a campaign, promotion or contest, you need to agree to the relevant terms and conditions applicable to that campaign, promotion or contest. In case of any inconsistency between such terms and conditions and this Agreement, those terms and conditions will prevail.

24. Changes to the Service and this Agreement
24.1 Our right to change the Services

You acknowledge that the Service is on-line, subscription-based product, and that in order to provide improved customer experience we may make changes including modifying, suspending or terminating operation of or access to the Service, and we may update the applicable documentation accordingly.

24.2 Our right to amend this Agreement

We may revise this Agreement from time to time in order to incorporate new features being added to the Service, changes in the law or our business model and any changes will take effect after 3 days of any notification email sent to you notifying you of any changes, or at the time the revised Agreement is posted (whichever is the earlier) and your continued use of the Service shall constitute acceptance of such revised Agreement. Normally, we will try to give you some warning before the new terms become effective. However, sometimes changes will need to be made immediately and if this happens we will not give you any notice.

24.3 Access to the Services

In addition to any other provision in this Agreement, we reserve the right to restrict, suspend or terminate without notice your access to the Service, any Content, or any feature of the Website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.

24.4 No support

We’re not obligated under this Agreement to provide any support services to you for the Services.

24.5 US export laws

You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by us, to any country for which the United States or any other relevant jurisdiction requires any export licence or other governmental approval at the time of export without first obtaining such licence or approval. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

25. General provisions
25.1 Entire agreement

Unless specifically referred to herein, this Agreement is the entire agreement between you and us relating to the Service and supersedes any prior or contemporaneous oral or written communication, proposals and representations between you and us with respect to the Service or any other subject matter covered by this Agreement.

25.2 Relationship between you and us

This Agreement does not create or evidence a partnership, joint venture or any other fiduciary relationship between you and us. You and us are independent, and each has sole authority and control of the manner of, and is responsible for, its performance of its obligations under this Agreement.

25.3 Waiver and severability

Our failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

25.4 Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in the interest of any business associated with the Service.

26. Governing law and jurisdiction
26.1 Governing law

Your use of the Service is governed by the laws of the State of New South Wales, Australia.

26.2 Dispute resolution

You submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of New South Wales, Australia

27. Contact

If you need to contact us in relation to this Agreement or any other document mentioned here, please contact us via the following: