MuseStorm Engagement Platform

1. The Service - Subject to these Terms and Conditions, you may use MuseStorm Inc’s Engagement Platform ("MuseStorm", “We”, “Our”, “Us”, and the “Service” respectively) to create, display and track your widget. A widget is a graphical user interface element that displays and distributes textual and audio-visual content. At all times, the non-textual content that you chose to be displayed by your widget will not reside on our servers. We do not take any part in choosing the content on your widget and have no control or discretion in managing the widget’s content. You may also change from time to time the widget’s content without giving us, or anyone else, a prior notice. We may only graphically design the display of the content on your widget. The widget’s content is determined and provided solely by you, at your discretion and at your own risk.

2. Acceptable use - you agree that you are solely responsible for all acts or omissions associated with your access and use of the Service. When using the Service, you agree to refrain from willfully, or carelessly (a) interfering with, circumventing, manipulating, or disrupting the operation, or the functionality of the Service; (b) circumventing or manipulating Our fee structure, the billing process, or fees owed to MuseStorm; (c) uploading links to false, inaccurate, or misleading content; (d) impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; (e) uploading to your widgets links to content which may reasonably be deemed as: (1) Infringing or violating intellectual property rights of other parties; (2) Identifying minors, their personal details or their address and ways to contact them; (3) Containing software viruses, ‘Trojan Horses’, ‘Worms’, ‘Vandals’, ‘Spyware’ and any other Malicious Applications; (4) Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws; (5) Constituting a violation of a person’s right for privacy or right of publicity; (6) Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public; (7) Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable; (8) Unsolicited commercial communications (’spam’), chain letters, or pyramid schemes. You agree to take full responsibility for any consequences resulting from posting the links to any content on your widget, including when posting links to web sites of third parties. We may remove or block any link to content as a result of one or more of the following reasons: (a) to prevent misuse of Our Service; (b) We deem the content to be in breach of the Terms, or an infringement of any applicable law; or, (c) An owner of certain content that you display on your widget or his legal representative serves us a DMCA notice pertaining to that content.

3. Termination of the account - You may terminate your account at any time, by sending a written notification through e-mail to: . We may require you to verify in writing your termination notice. Your account will terminate 30 days following your notification. Notwithstanding any remedies that may be available to Us under any applicable law, We may temporarily or permanently deny, limit, suspend, or terminate your account, prohibit you from accessing the Service and the Website, remove or disable access to your widget, or part of it and take necessary technical and legal steps, if We think that: (a) you have materially breached the Terms or materially abused your rights to use the Service; or (b) you have performed any act or omission which is harmful or likely to be harmful to Us, or any third party; or, (c) you made use of the Service to display an illegal content, including content that was determined by Our Copyright Agent as infringing intellectual property rights of other parties;

4. Privacy - Our privacy policy at http://www.musestorm.com/privacy explains our accepted privacy practices and is incorporated by reference to these Terms and Conditions.

5. Intellectual property - All rights, title and interest, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service, including computer code, graphic design, lay-out and the user interface of the widget, are owned by, or licensed to MuseStorm. You may not use the Service or any part thereof, in any way or form, other than expressly permitted under these Terms and Conditions. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of Our trademarks or service marks, including MUSESTORM, MUSESTORM.COM. You must avoid any action or omission which may dilute, or tarnish Our goodwill. You agree to abide by and refrain from removing all messages and signs pertaining to proprietary rights, such as – Copyright mark [©] or Trademark [® or ™] accompanying any content on the Service.

When you upload links to your widget, you represent and warrant that you are the rightful owner of all rights to the content that is linked to, or that you are licensed by the rightful owners to post and use such content on your widget, in accordance with these Terms and Conditions.

6. Changes in the Service and availability – We implement systems and procedures to provide you the Service in a professional and timely manner. We may from time to time change the Service’s layout, design or display, as well as the scope and availability of the Service, without giving prior notice. We will make our best efforts to avoid disruptions during the process of changing the Service, but we assume no liability to any malfunctions or failures that may result therefrom. We do not warrant or guarantee that the Service will operate without disruption, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.

7. Termination of the Service - We may at all times, in our sole discretion, terminate the operation of the Service, or any part thereof, temporarily or permanently. We will give you a prior notice of 30 days to the termination of the Service. As a result of the termination, We may block, remove or delete any content from the Service and your widget, without maintaining any backup copy. We will refund the balance of your paid fee, after the Service is terminated.

8. NO WARRANTY AND LIMITATION OF LIABILITY - THE SERVICE IS PROVIDED FOR USE AS IS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. - MUSESTORM SHALL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR DAMAGES, LOSS COSTS, EXPENSES AND PAYMENTS, ARISING FROM THE SERVICE. IN ANY EVENT, YOUR SOLE REMEDY SHALL BE LIMITED TO EITHER (A) THE TOTAL FEES THAT YOU PAID US THROUGHOUT THE 6 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO YOUR CLAIM, OR (B) THE CORRECTION OF SUCH ERRORS OR MALFUNCTIONS, IN OUR SOLE DISCRETION AND IN LIGHT OF THE RELEVANT CIRCUMSTANCES.

9. Indemnification - You agree to indemnify, defend and hold harmless, MuseStorm and anyone on Our behalf, at your own expense and immediately after receiving a written notice from Us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand, arising from, or in connection with your use of the Service, the content displayed on your widget, any communications that you convey through the Service, or your breach of the Terms.

10. Governing Law, Jurisdiction - Except as provided specifically in the Copyright Policy, these Terms and Conditions and all documents, forms and policies incorporated thereto, and your use of the Service will be governed by and construed in accordance with the laws of the State of New York, U.S.A. without giving effect to any choice of law or conflict of law rules or provisions, whether Federal, or of the State of New York or of any other jurisdiction, which would result in the application of the laws of a jurisdiction other than the State of New York. You agree to resolve any dispute or claim that you may have against Us and to submit to personal jurisdiction in the state and federal courts in the city of New York, NY.

11. General – (a) These Terms and Conditions plus an Insertion Order (assuming one was provided by us in conjunction with your use of the Engagement Platform) constitute the entire agreement between you and Us with respect to the use of the Service; (b) No waiver, concession, extension, representation, alteration, addition or derogation from the Terms by Us, or pursuant to the Terms, shall be effective unless consented to explicitly and executed in writing by Our authorized representative; (c) These Terms and Conditions shall take precedence over all documents, forms and policies incorporated thereto, which may conflict with these Terms and Conditions, unless specifically indicated in such documents that a certain provision is determined notwithstanding any of the provisions of these Terms and Conditions; (d) Failure on Our part to demand performance of any provision in the Terms shall not constitute a waiver of any of Our rights under the Terms; (e) The United Nations Convention on Contracts for the International Sale of Goods shall not govern the Terms; (f) You may not assign your rights under these Terms and Conditions to any 3rd party, without our prior written and explicit consent; (g) If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Terms shall continue to remain in full force and effect; (h) The provisions of the intellectual property, disclaimer of warranty, limitation of liability and indemnification sections, shall survive the termination, or expiration of the Terms.