Here at Musetown we believe that all Creator posts should be transparent and put consumers first. Therefore, both Creators and brands need to ensure that no campaign or post is false or misleading and must disclose the fact that the Creator is being paid by the brand. Musetown expects that all users comply with all applicable Laws and industry self-regulation relating to influencer marketing, including the AANA Guidelines (AU), CAP Code (UK), and Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (USA) (“FTC Guides”). This means that all influencer marketing posts which are being facilitated through Musetown should be transparent and labeled with appropriate disclosures, such as #ad. We expect Creators and brands to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored Posts and/or Ads.
Any costs associated with downloading, installing, accessing and using this Application, or any other element of the Musetown Platform remain your responsibility and are dependent on the service provider used.
Musetown makes no representation that the Musetown Platform (or any element of the Musetown Platform) is appropriate or available for use in all locations.
USING THE MUSETOWN PLATFORM
The Musetown Platform allows Brands to create Influencer Marketing Campaigns via Musetown Creator Network, which are then shared with Creators via the Application. Creators using the Application can respond to a Campaign by creating a video with an in-stream ad or a sponsored video and submitting it to the relevant Brand for approval. Creators earn compensation when a Brand approves a Post and the Post is published to the Creator’s Community via his or her Channels, as selected.
Creators and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the Musetown Platform. Without limiting any other rights or remedies available to Musetown, any attempt to circumvent the Musetown Platform may result in removal from the Musetown Platform at Musetown’s sole discretion. You may not remove any watermarks or copyright notices contained in any Content on the Musetown Platform.
You must not:
- decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Musetown Platform to a human perceivable form;
- distribute or republish any element of the Musetown Platform in any way;
- resell, rent, lease, licence or lend any element of the Musetown Platform;
- defeat, disable or circumvent any security feature of the Musetown Platform;
- transfer any element of the Musetown Platform to any third party;
- use any data mining, robots or similar data gather or extraction methods;
- register, subscribe or unsubscribe, or attempt to subscribe or unsubscribe, any party to any product or service if you are not expressly authorised by such party to do so; or
- sell, licence, lease or in any way seek to commercialise any component of the Musetown Platform without specific written authorisation from Musetown.
The Musetown Platform is designed for use by people aged 16 years and over. Users under the age of 16 years may only use the Musetown Platform with the consent of a parent or legal guardian. To use the Musetown Platform, you must be eligible to use the social media platforms (under the relevant platforms prevailing terms and conditions) upon which you intend to publish Posts.
You are solely responsible for your interactions with other users of the Musetown Platform. You agree that Musetown is not responsible for the conduct of any user.
You must not engage in crawling, scraping, caching or otherwise accessing any content on the Musetown Platform via automated means, except with Musetown’s written consent.
The Musetown Platform may contain links to other sites not maintained by Musetown (“Linked Sites”). Musetown is not responsible for the content of any Linked Sites, whether or not Musetown is affiliated with the Linked Sites. Musetown makes no claim or representation regarding, and accepts no responsibility, directly or indirectly, for the quality, nature or reliability of Linked Sites. Such Linked Sites are not under the control of Musetown and Musetown provides links to the Linked Sites only as a convenience to users of the Musetown Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by Musetown. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit.
The Musetown Platform may also utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform's prevailing terms and conditions of use. By using any social media applications or features on the Musetown Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the Musetown Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Musetown Platform. The Musetown Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
REGISTERING AN ACCOUNT
Musetown reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of Musetown is final and no correspondence will be entered into.
All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Musetown Platform. You may never use another’s Account without their permission.
You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify Musetown of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify Musetown when you desire to cancel your Account. Musetown will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. Musetown reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
Users understand that in creating an Account they are providing their information to Musetown and not to any social media platform. Users of the Musetown Platform (whether Creators or Brands) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the Musetown Platform agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the Musetown Platform. Any questions, comments or complaints about the Musetown Platform must be directed to Musetown and not to any media or social media platforms. For the purposes of this provision, Musetown contracts on its own behalf and also on behalf of the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms where acts or omissions cause loss or damage to such social media platforms or to Musetown.
TERMS FOR CREATORS
These terms apply only to Creators participating in the Musetown Platform.
Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register a creator Account, but in order to participate in any Campaigns and earn compensation via the Musetown Platform, Creator’s must meet the following minimum standards:
- at least 1,000 followers on the Creator’s Channels;
- Creator’s Channels must be public (viewable by anyone); and
If you do not meet the minimum standard in condition above, you may not be able to participate in Campaigns or access the full functionality of the Application.
Further Terms for Creator Account
Creator will be eligible for compensation only when they follow all the required rules and terms and obtain official approval from brand. Failing to obtain the official approval from brand will not only make creator not elligible for compensation but also get penalties for future campaign participation. The final payment amount will be calculated and finalized 30 days after the publish date of the Post. The payment will be processed within a week after the final price is confirmed. relation to Influencer Marketing Campaigns, once a Post has been approved by a Brand, you are required to publish the Post to your relevant Channel through the Musetown platform in the manner required within 48 hours of the Post being approved. You will not have an opportunity to edit a Post after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts. Musetown merely provides a service allowing Brands to approve Posts before publication, but the publishing of Posts via the Musetown Platform remains your responsibility.
You acknowledge and agree that the relevant Brand, not Musetown, will be solely liable for Payment of the applicable Product cost reimbursement for the approved Post or Performance-based reward for approved Sponsored video. Musetown merely facilitates such Payment on behalf of the Brand and, while Musetown may remit payment to the Creator directly to the account details provided by Creator, under no circumstances does Musetown accept liability for Payment of the Product cost reimbursement or Performance-based reward. You agree that you will not pursue any actions, legal or otherwise, against Musetown for any non-payment, and that this provision constitutes a bar to any such proceedings.
Terms for Participating in a Campaign
Creators must clearly disclose in sponsored Posts and/or Ads their relationship with the Brand. Musetown requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between Creator and the Brand. This may be achieved through the prominent use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels. Musetown reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Creators in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at Musetown’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the Musetown Platform. Creators in the USA should have regard to the Federal Trade Commission’s Endorsement Guides available at: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
Creators must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behavior such as (but not limited to), purchasing followers, likes or engagement. In the event that Musetown suspects (in its sole discretion) that Creators are not complying with the requirement for followers to be authentic and organically grown, Musetown reserves the right to remove Creators from the Musetown Platform.
You warrant, in respect of each Post and all Sponsored video you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Musetown Platform, that:
- you are aged over 16 years or over 13 years and have your parent or legal guardian’s consent;
- for Creators aged over 16 years, if your Post or Sponsored video features children aged 16 or younger, that you are the parent or legal guardian of those children;
- for Creators aged 13 years to 16 years, that you have your parent or legal guardian's consent and that your Post or Sponsored video does not feature other children aged 16 years or younger;
- the relevant Post or Sponsored video does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
- the relevant Post or Sponsored video does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
- any and all opinions and views stated in the relevant Post or Sponsored video are genuinely held by you;
- and any and all statements in the relevant Post or Sponsored video regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify Musetown if your opinion of the Brand changes from that which you have expressed to date;
- the relevant Post or Sponsored video does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
- the relevant Post or Sponsored video is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
- if the relevant Post or Sponsored video includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to Musetown and the Brand;
- the use of the Post or Sponsored video and the exercise of the Intellectual Property Rights in the relevant Post or Sponsored video by the Brand and Musetown will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.
Musetown and the relevant Creator and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by Musetown and the relevant Creator and Brand before publication.
Influencer Marketing Campaigns - Rights in Posts
In consideration of Payment of the Product cost reimbursement and performance-based reward, the Creator agrees to grant in respect of each and every Post:
- to Musetown (and its agents) the right to edit and re-format the Post into such formats or versions for use by Musetown in such media as Musetown requires in accordance with this clause
- to Musetown (and its agents):
- a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting Musetown (and its products and services) in any manner, without further notification to or consent of the Creator or any further compensation payable to the Creator;
- the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of Musetown and internal communications of Musetown); in all social media (including but not limited to the social media channels of Musetown); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
- to the relevant Brand (and its agents):
- the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of thirty (30) days expiring at 11:59pm on the thirtieth day after the Post was first published; and
- the right to use the Creator’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions 43(c)(i) above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
Brand Contest Winners
Winners of a Brand Contest who accept the winning prize as a reward agrees to grant the right to edit and re-format the Post into such formats or versions for use by Brand in such media as Brand requires in accordance with this clause.
You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the campaign period.
As a creator, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Post.
As a creator, you agree that you will not:
- Post your Post before Brand’s approval unless campaign brief explicitly state that you are not required to get approval for posting;
- delay posting your Post after the Brand has given its approval to your Post and you must publish your approved Post no later than 48 hours after receiving notification of the Brand’s approval (unless the Brand stipulates a different timeline);
- for a period of five (5) hours after a Post is published, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post;
- remove the Post from your Channels for a period of 30 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;
- parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
- create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services;
- grant any further rights in a Post to a Brand without the written permission of Musetown and appropriate fees being negotiated on a reasonable basis. Musetown will charge a reasonable service fee for negotiating any use extensions between you and a Brand;
Creator Relationship with Musetown and the Brand
As a creator, you will at all times perform your obligations and provide Posts or Sponsored video to Musetown and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither Musetown nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either Musetown or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
You acknowledge that Musetown has not made any guarantees in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise.
You agree that you (and your agents) will not negotiate terms or payment from Brands outside the Musetown Platform. Any attempt to circumvent the Musetown Platform may result in the removal of you from the Musetown Platform in Musetown’s sole discretion.
TERMS FOR BRANDS
These terms apply only to Brands participating in the Musetown Platform.
Further Terms for Brand Accounts
Brands are able to create Influencer Marketing Campaigns using https://app.muse.town.
Brand agrees to grant in respect of all Content uploaded to the Musetown Platform as part of a Campaign:
- to grant to Musetown (and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content for the purpose of marketing and promoting Musetown (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and
Musetown has the right to cancel, suspend, restrict services to and/or terminate a Brand’s account if Musetown believes (in its sole discretion) that the Brand is not using the Musetown Platform in a fair and reasonable way, or are attempting to use the Musetown Platform in a way which does not treat the Creators or the Musetown Platform in a fair and reasonable way and/or in accordance with the purposes for which the Musetown Platform were intended.
Payment Terms for Brands
You must pay all charges in the manner set out in https://app.muse.town or as otherwise advised by Musetown in writing from time to time. If no manner for payment is stated, the payment must be made by credit card using a provider authorised by Musetown. Musetown reserves the right to charge a credit card surcharge.
Brands and Media Agencies may request that Musetown issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
Musetown reserves the right to refuse any Invoice request in its sole discretion.
In the event that a Brand or Media Agency requests an Invoice and Musetown approves the Brand or Media Agency to pay by Invoice, a minimum Invoice amount of $2,000 will apply, unless otherwise approved in writing by Musetown. If a Brand or Media Agency is not domiciled in Australia, the UK, or U.S., then Invoices will not include GST, VAT, Sales Tax (but may include other applicable tax where relevant).
Where no terms of payment are stated on an Invoice or otherwise agreed with Musetown in writing, the following standard payment terms apply:
- 30 days from date of Invoice for approved Brands; and
- 14 days from date of invoice for approved Brands and Agencies.
Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must provide Musetown with a purchase order or insertion order (or similar) approving the fees and charges to be included on the Invoice and including a purchase order or insertion order number. Musetown may, in its sole discretion, accept written confirmation (including via email) approving an invoice in lieu of a purchase order or insertion order being provided.
Fees and charges paid to Musetown pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign (“Credit”).
Where Musetown approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorizes Musetown, its employees, servants and agents to make such enquiries as Musetown deems necessary to investigate the Brand or Media Agency’s credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers (“Information Sources”), and the Brand or Media Agency hereby authorizes such Information Sources to disclose to Musetown, its employees, servants and agents, all information requested by Musetown for the purpose of assessing your credit worthiness. Any terms of credit offered by Musetown, including where Musetown approves payment by Invoice, may be varied by Musetown in its sole discretion and advised to you in writing.
Media Agencies using the Musetown Platform acknowledge and agree Musetown is a cost of good and is non-commissionable. No agency rebates will be given.
When you approve a Post or Sponsored video, you undertake that you are an authorised user of the card or account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means. Upon receiving your Campaign (including your Campaign Budget), we may carry out a standard pre-authorisation check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. The relevant Campaign may not be shared with Creators via the Application until this pre-authorisation check has been completed.
In relation to Influencer Marketing Campaigns upon a creator publishing an approved Post, you authorise us to debit the Brand Fee that is payable for the Post from your nominated card or account (as applicable) in order to pay the charges. You must pay all charges in full strictly within 7 days or as otherwise advised by us in writing from time to time. If no timeframe for payment is stated, the payment must be received by us no later than 7 days from the date of the corresponding tax invoice for those Posts.
If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Musetown Platform. You may also be liable to pay interest on the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the Musetown Platform or to suspend or terminate any current Campaigns.
Brand acknowledges and agrees that it may not offer a product, service or other non-monetary arrangement to a creator as partial or full payment by a Brand for a creator’s Post or Sponsored video except for the product cost reimbursement.
If Musetown is required to collect indirect taxes (such as sales tax, value-added tax, withholding tax, etc.) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. You may be required to self-assess such taxes under the applicable laws of your country or residence.
Terms for Campaigns
You agree that you will not negotiate terms or payment to Creators outside the Musetown Platform. Any attempt to circumvent the Musetown Platform may result in the removal of the Brand from the Musetown Platform in Musetown’s sole discretion. Each Post shall have a Product cost reimbursement and all Sponsored video shall have a Performance-based reward, and Brands and Creators may not circumvent the Product cost reimbursement or Performance-based reward by negotiating or attempting to negotiate multiple Posts or Sponsored video for Product cost reimbursements or Performance-based rewards.
You must not attempt to instruct, coerce or manipulate Creator to hide the commercial relationship between the Advertiser and the Creator. Such attempts may result in Brand being immediately removed from the Musetown Platform.
You warrant that:
- you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have;
- any Content you upload to the Musetown Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive; and
- where the Sponsored video or Posts include Third Party Material, you will strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licences required for your intended use of the Post or Sponsored video prior to use of such Post or Sponsored video, including obtaining any licences required with respect to Third Party Material.
Brand agrees that Musetown is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Creators. Brand acknowledges and agrees that Musetown is not responsible or liable for the content of any Post.
Brand acknowledges that Creators are independent third parties and not directly controlled by Musetown. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that Musetown has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
You acknowledge that Musetown has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
In case that Brand cannot find a creator to hire for Campaign within the first 30 days after launching the first campaign, Musetown will refund the entire budget deposited in the Brand account minus financial fees that incur during the refund process, upon request.
All right, title and interest in all Intellectual Property Rights in all of Musetown’s brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the Musetown Platform (the “Brand Features”) are the property of Musetown and will remain or be vested in Musetown at all times. Your use of the Musetown Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the Musetown Platform. Musetown, on a case by case basis and to the extent required, grants to you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Musetown Platform.
COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Musetown has adopted a policy of terminating, where appropriate and at Musetown’s discretion, access to the Musetown Platform for account holders who infringe the intellectual property rights of Musetown or any third party.
CREATOR & BRAND REPRESENTATIONS AND WARRANTIES
Creators and Brands participating in the Musetown Platform warrant, represent and covenant that:
- all information you provide to Musetown upon registering for an Account is true, accurate and complete and not misleading;
- any third-party social media accounts to which you link are:
- your own accounts;
- if the Account refers to a Brand, that you are the authorised representative of the Brand with the right to access its social media accounts and represent its interests; and
- if the Account refers to an individual other than you, you are the authorised representative of that individual with the right to access his or her social media accounts and control his or her interests;
- You are authorised to submit Content, as applicable, in the manner invited via the Musetown Platform;
- any Content you submit to the Musetown Platform will not contain anything that;
- is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
- is copied or adapted either wholly or substantially from any other work or material;
- is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
- parodies, disparages or makes fun of Musetown or its products of services or Musetown generally in any way;
- solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
- promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
- involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
- infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
- constitutes, encourages or provides instructions for any criminal offence, violates the rights of any party, or otherwise violates any Laws including, without limitation, the regulations of any stock or securities exchange such as the New York Stock Exchange; or
- contains any viruses, corrupted data or other harmful or malicious code of files.
The Brand and the Creator acknowledge that:
- Creators are required to purchase, download, or use the product or service that the creator is representing;
- Brand may, in its sole discretion, arrange to send a creator a sample product. Creator may request a Brand to send a sample product, but Brand is under no obligation to do so;
- Musetown will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to a creator. Address provided by Creator through the Musetown Platform is not verified by Musetown;
- if Brand sends a sample product to a creator, there is no guarantee that the Creator will submit a Post about the product or that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs;
- if a creator chooses to purchase a product, there is no guarantee that Creator’s Post(s) about the product will be approved by the Brand;
- a product, service or other non-monetary arrangement cannot be offered or used as partial or full payment by a Brand for a creator’s Post except for product cost reimbursement;
You agree to indemnify, and must defend and hold harmless, Musetown and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the Musetown Platform):
- your Content or access to the Musetown Platform;
- your use or inability to use the Musetown Platform;
- your claim against a Brand for any reason;
- your claim against a Creator for any reason;
- any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights.
- your violation of any applicable laws, rules or regulations; and
- any misrepresentation made by you.
LIMITATION OF LIABILITY
In using the Musetown Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Musetown be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Musetown Platform.
This entire clause does not apply to any Consumer Guarantee under the Australian Consumer Law and does not apply to any liability of Musetown’s for failure to comply with a Consumer Guarantee under the Australian Consumer Law. Nothing in these Terms operates to exclude any liability for death or personal injury caused by negligence, nor for fraud, nor for any Consumer Guarantee under Australian Consumer Law. Whilst Musetown endeavours to take all reasonable steps to ensure that the Musetown Platform operates as expected, the Musetown Platform and its entire contents are provided on an “as is” and “as available” basis without any warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. Musetown disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. Musetown does not make any guarantees and does not provide any undertaking that the Musetown Platform will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that you use the Musetown Platform at your own risk and that Musetown disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Musetown Platform, whether they are direct or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the Musetown Platform. You assume total responsibility for your use of the Musetown Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against Musetown for dissatisfaction with the Musetown Platform or any content is to stop using the Musetown Platform or such Content. This limitation of relief is a part of the bargain between the parties.
- Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
- Consumer has the same meaning as given in section 3 of the Australian Consumer Law;
- Consumer Goods means 'goods of a kind ordinarily acquired for personal, household or domestic use or consumption', as that expression is used in section 3 of the Australian Consumer Law;
- Consumer Guarantee means a Consumer Guarantee applicable to this Services Agreement under the Australian Consumer Law, including any Express Warranty;
- Consumer Services means 'services of a kind ordinarily acquired for personal, household or domestic use or consumption', as that expression is used in section 3 of the Australian Consumer Law;
- Express Warranty has the same meaning as given in section 2(1) of the Australian Consumer Law;
- Fair or Reasonable means 'fair or reasonable' for the purposes of section 64A of the Australian Consumer Law.
If the Musetown Platform is not capable of running as planned for any reason beyond the reasonable control of Musetown, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Musetown Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the Musetown Platform, Musetown reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Musetown Platform.
CONTACT AND HELP DETAILS
You may contact Musetown via:
Mail (US): Ste 271 691 S Milpitas Blvd., Milpitas CA
“Account” means a Brand Account or a creator Account;
“Application” means the Musetown Creator App available for download via Google Play or Apple App Store.
“ASA” means the UK’s Advertising Standards Authority
“Brand” means any person or entity, or its duly authorised agents or representatives, that use the Musetown Platform for the purpose of creating Campaigns;
“Brand Account” means an account to use https://app.muse.town as Brand.
“Brand Fee” means the stated fee payable by a Brand to Musetown in respect of an approved Post plus any applicable GST,VAT, Federal Withholding Tax;
“Campaign” means an Influencer Marketing Campaign created by a Brand using https://app.muse.town to be opened to Creators via the Application for the purpose of finding appropriate Creators to submit Content to the Brand or to submit Content to and publish Posts about the Brand;
“Campaign Budget” means the sum money a Brand nominates as the sum it is willing to spend during a Campaign;
“Musetown Creator Network” means the desktop platform for Brands to create Campaigns to be featured on the Application and available at https://app.muse.town/;
“CAP Code” means the Committee of Advertising Practice Code, which is regulated by the ASA in the UK;
“Channels” means the social media channels of a creator, such as Youtube, Facebook or Instagram.
“CMA” means the Competitions and Markets Authority in the UK
“Community” means a creator’s social media following on its Channels.
“Content” means a Post, Sponsored video, or any other content or materials uploaded to the Musetown Platform by a Brand or a creator (but excludes any Third Party Material included in a video with an in-stream ad or a sponsored videothat is expressly disclosed to Musetown and the Brand)
“Creator” means a social media influencer who registers to use the Application to create and distribute Posts and receive compensation for such Posts through the Musetown Platform.
“Creator Account” means an account to use the Application as Creator
“Influencer Marketing Campaign” means a Campaign created by a Brand using https://app.muse.town to be opened to Creators via the Application for the purpose of finding appropriate Creators to publish Posts about the Brand;
“Creator’s Identity” means the name, image, likeness, character and online persona of the Creator.
“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise.
“Laws” means all applicable laws, codes of practice and guidance relating to influencer marketing in the UK, including the Consumer Protection from Unfair Trading Regulations 2008 and the CAP Code, as well as any applicable guidance issued by the ASA, CAP, CMA, and/or Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”) from time to time;
“Media Agency” means an authorised third party organization acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;
“In-stream ad” means a video ad created by a creator and inserted into the creator’s video.
“Sponsored video” means a video created by a creator in response to Brand campaign.
“Product cost reimbursement” is a fee reimbursed to a creator by a brand for the cost a creator paid for the purchase of the service or product of the brand. This will only be paid after a Post is posted and the campaign is successfully completed.
“Performance-based reward” is a fee paid to Creator based on the actual performance of the Post. This is dependent on the size of Brand Budget and percentage share of the Post’s contribution to social reach.
“Sponsored video” means content created by a creator in response to a Campaign Brief.
“Payment” means payment from Musetown to a creator for a video with an in-stream ad or a sponsored video or a payment from a Brand to Musetown, as the context requires;
“Post” means a Video with in-stream ad created by a creator to be shared with the Creator’s Community via the Creator’s Channels.
“Brand Contest” means a type of brand campaign that brand select predetermined number of creator video(s) and reward only the selected ones.
“Rights Fee” means the fixed-fee as stated on the Musetown Platform payable by a Brand to Musetown for a Rights Licence in respect of approved Sponsored video plus any applicable GST, VAT, or Federal Withholding or Sales Tax.
“Rights Licence” means a licence from Musetown to the Brand for particular Sponsored video on the terms and conditions stated on the Musetown Platform and selected by the Brand, including in any specific content licence agreement.
“Third Party Material“ means any material included in a video with an in-stream ad or a sponsored video that is owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar.
“Musetown” means Musetown Inc.
“Musetown Materials” means the Musetown Platform and any associated materials owned, developed or licensed by Musetown and made available via the Musetown Platform;
“Musetown Platform” means the Application and any associated Musetown properties or websites.