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Terms of Service

IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 34 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH Musby ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR, TEACHERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO TEACHERS PAYING STUDENTS FOR SHORT PERIODS. THESE LAWS ARE OFTEN PART OF A CITY’S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, TEACHERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING A PROPERTY OR ACCEPTING STUDENTS. CERTAIN TYPES OF SHORT-TERM BOOKINGS MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. TEACHERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING A SPACE ON MUSBY.

Last Updated: May 12, 2017

1. Key Terms

Musby provides an online platform that connects teachers who have classes to list and book with students seeking to book such classes (collectively, the “Services“), which Services are accessible at www.musby.com and any other websites through which Musby makes the Services available (collectively, the “Site“) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application“).

“Classes” means a set or category of things having some property or attribute in common and differentiated from others by kind, type, or quality.

“Musby Content” means all Content that Musby makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.

“Booking” means a limited license granted by the Teacher to the Student to enter and use the Listing for the limited duration of the confirmed booking, during which time the Teacher (only where and to the extent permitted by applicable law) retains the right to re-enter the Class, in accordance with the Student’s agreement with the Teacher. Please note, as used on the Site, Applications, and Services, “short term rental” and “home sharing” have the same meaning as “Booking;” all three terms mean a limited license to enter and use the Class for the duration of the confirmed booking as defined above.

“Booking Request Period” means the time period starting from the time when a Booking is requested by a Student (as determined by Musby in its sole discretion), within which a Teacher may decide whether to confirm or reject that Booking request, as stated on the Site, Application or Services. Different Booking Request Periods may apply in different places.

“Collective Content” means Member Content and Musby Content.

“Communication” means an email, message via the Application, text message or message to a WeChat account.

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

“Student” means a Member who requests from a Teacher a Booking of a listing via the Site, Application or Services, or a Member who takes a class and is not the Teacher for the associated listing.

“Teacher” means a Member who creates a Class via the Site, Application and Services.

“Listing” means a Class that is listed by a Teacher as available for Booking via the Site, Application, and Services.

“Member” means a person who completes Musby’s account registration process, including but not limited to Teachers and Students, as described under “Account Registration” below.

“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Musby promotional campaign to be made available through the Site, Application or Services.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient Taxes, tourist or other visitor taxes, class or lodging taxes, fees (such as convention center fees) that Class providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

2. Terms of Service

By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms“), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and Musby. Please also read carefully our Privacy Policy at www.musby.com/terms/privacypolicy.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH TEACHERS MAY CREATE LISTINGS FOR Classes AND STUDENTS MAY LEARN ABOUT AND BOOK CLASSES DIRECTLY WITH THE TEACHERS. YOU UNDERSTAND AND AGREE THAT MUSBY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TEACHERS AND STUDENTS, NOR IS MUSBY A REAL ESTATE BROKER, AGENT OR INSURER. MUSBY HAS NO CONTROL OVER THE CONDUCT OF TEACHERS, STUDENTS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY Classes, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO CREATE A LISTING ON MUSBY, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH MUSBY IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF MUSBY FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF MUSBY. MUSBY DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF MUSBY, INCLUDING BY INAPPROPRIATELY USING ANY MUSBY INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES (INCLUDING, WHERE APPLICABLE, PROGRAMS SUCH AS THE HOST PROTECTION INSURANCE PROGRAM, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

3. Modification

Musby reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your Musby Account you will be deemed to have accepted the changes.

4. Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

For users in the United States, Musby will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Musby’s vendors.

5. How the Site, Application and Services Work

The Site, Application and Services can be used to facilitate the listing and Booking of Classes. Such Classes are included in Listings on the Site, Application and Services by Teachers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a class or create a Listing, you must first register to create a Musby Account (defined below).

As stated above, Musby makes available an online platform or marketplace with related technology for Students and Teachers to meet online and arrange for Bookings of Classes directly with each other. Musby is not an owner or operator of teachers, trafficking, properties, including, but not limited to, class rooms, cafe, other facilities or Classes and Musby does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, classes or transportation or travel services. Unless explicitly specified otherwise in the Musby platform, Musby’s responsibilities are limited to facilitating the availability of the Site, Application and Services.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE TEACHERS AND STUDENTS CONNECTING AND BOOKING CLASSES DIRECTLY WITH EACH OTHER. MUSBY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY CLASSES. MUSBY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND CLASSES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.

6. Account Registration

In order to access certain features of the Site and Application, and to book a class or create a Listing, you must register to create an account (“Musby Account“) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

You can also register to join by logging into your account with certain third-party social networking sites (“SNS“) (including, but not limited to, Facebook; each such account, a “Third-Party Account“), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Musby Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Musby through the Site, Services or Application; or (ii) allowing Musby to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Musby and/or grant Musby access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Musby to pay any fees or making Musby subject to any usage limitations imposed by such third-party service providers. By granting Musby access to any Third-Party Accounts, you understand that Musby will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the Site, Services and Application via your Musby Account and Musby Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Musby Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Musby’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Musby Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Musby makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Musby is not responsible for any SNS Content.

Your Musby Account and your Musby Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Musby Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Musby reserves the right to suspend or terminate your Musby Account and your access to the Site, Application and Services if you create more than one (1) Musby Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.

Unless expressly authorized by a specific feature on Musby, you are not permitted to share your Musby Account with anyone or allow others to access or use your Musby Account. Musby may enable features, in our discretion, that allow other Members to take certain actions associated with your Musby Account, on your behalf with your express authorization, such as having your executive assistant, teachers assistant, or employer book on your behalf or adding a family member to your account as an additional Teacher. You agree that you will take sole responsibility for any activities or actions under your Musby Account, whether or not you have authorized such activities or actions. You will immediately notify Musby of any unauthorized use of your Musby Account.

7. Class Listings

As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Class to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Class and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Classes must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Student and Teacher preferences, ratings and/or ease of Booking.

Other Members will be able to book your Class via the Site, Application and Services based upon the information provided in your Listing, your Student requirements, and Students’ search parameters and preferences. You understand and agree that once a Student requests a Booking of your Class, you may not request the Student to pay a higher price than in the Booking request.

You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the Booking of, or a Student’s stay at, a class in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other third party agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Class included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that Musby assumes no responsibility for a Teacher’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Musby reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Musby, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Musby’s then-current Policies and Community Guidelines or Standards, Trademark & Branding Guidelines, or otherwise harmful to the Site, Application or Services.

If you are a Teacher, you understand and agree that Musby does not act as an insurer or as your contracting agent. If a Student requests a Booking of your Class and stays at your Class, any agreement you enter into with such Student is between you and the Student and Musby is not a party to it.

When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a Booking of your Class, such as requiring Members to have a profile picture or verified phone number, in order to book your Class. Any Member wishing to book Classes included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “Teaching” section of the Site, Application and Services.

If you are a Teacher, Musby makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for Booking for your Class. You acknowledge and agree that, as a Teacher, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Class at your request or invitation, excluding the Student (and the individuals the Student invites to the Class, if applicable.)

Musby recommends that Teachers obtain appropriate insurance for their Classes. Please review any insurance policy that you may have for your Class carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Students (and the individuals the Student invites to the Class, if applicable) while at your Class. Please also review such policy for any interaction with the Musby Teacher Protection Insurance Program, to the extent provided in your jurisdiction.

Musby may offer Teachers the option of having photographers take photographs of their Classes. If you as a Teacher choose to have photographer do this, Musby shall own all copyrights in photographs taken but these photographs will be made available to you to include in your Listing with a watermark or tag bearing the words “Musby.com Verified Photo” or similar wording (“Verified Images“). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images. You alone are responsible for using the Verified Images for your Listing and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing or if you cease to be a Teacher for the Listing featured. All images, materials and content created by these photographers, including Verified Images, constitute Musby Content, regardless of whether you include them in your Listing and you agree not to use them except in your Listing without prior authorization from Musby. If your Musby Account is terminated or suspended for any reason, you shall not use Verified Images in any way. You agree that Musby retains its right to and may use the Verified Images for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.

8. No Endorsement

Musby does not endorse any Member, Listing or Class. You understand that Verified Images are intended only to indicate a photographic representation of the Class at the time the photograph was taken. Verified Images are therefore not an endorsement by Musby of any Member, Listing or Class.

Members are required by these Terms to provide accurate information. Although Musby may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.

By registering for an Musby Account, you agree that Musby may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.

Any references in the Site, Application or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Musby about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to stay with a Teacher or to accept or preapprove a Booking request from a Student, or to have any other interaction with any other Member. Except as provided in the Musby Teacher Guarantee Terms and Conditions (“Musby Teacher Guarantee“), which is an agreement between Musby and Teachers, we are not responsible for any damage or harm resulting from your interactions with other Members.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Musby with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any Bookings or Listings made by you. This limitation shall not apply to any claim by a Teacher against Musby regarding the remittance of payments received from a Student by Musby on behalf of a Teacher, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.

9. Bookings and Financial Terms

◦Key definitions

“Class Fees” means the amounts that are due and payable by a Student in exchange for that Student’s stay in a class. The Teacher alone, and not Musby, is responsible for the Class Fees for his or her Listing. The Teacher may in his or her sole discretion decide to include in these amounts (i) additional fee permitted on the Musby platform, or (ii) Taxes that the Teacher determines that he or she has to collect.

“Student Fees” means the fee that Musby charges a Student for the use of the Services, which is calculated as a percentage of the applicable Class Fees. The Student Fees will be displayed to the Student when the Student is asked whether to send a Booking request to a Teacher.

“Teacher Fees” means the fee that Musby charges a Teacher for the use of the Services, which is calculated as a percentage of the applicable Class Fees.

“Payment Method” means a payment method that you have added to your Musby Account, such as a credit card, debit card or Stripe.

“Service Fees” means collectively the Student Fees and the Teacher Fees.

“Total Fees” means collectively the Class Fees and the Student Fees plus any Taxes.

◦Bookings and Financial Terms for Teachers

If you are a Teacher and a Booking is requested for your Class via the Site, Application or Services, you will be required to either preapprove, confirm or reject the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire. When a Booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Student who has requested the Booking, (ii) a link to the Student’s Musby Account profile page, (iii) if the Student and Teacher have both connected their Musby accounts to SNS and have not turned off sharing of social connections, the names of any shared connections on such SNS, and (iv) an indication of whether or not the Student has provided other information to Musby, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a Booking request within the Booking Request Period, any amounts collected by Musby (via Musby Payments) for the requested Booking will be refunded to the applicable Student. When you confirm a Booking requested by a Student, Musby will send you a Communication confirming such Booking, depending on the selections you make via the Site, Application and Services.

Musby Payments will collect the Total Fees from Students at the time of the Booking request or upon the Teacher’s confirmation and will initiate payment of the Class Fees (less applicable fees and taxes) to the Teacher at the time and as further described in the Payments Terms.

Each Teacher agrees that Musby may, in accordance with the cancellation policy selected by the Teacher and reflected in the relevant Listing, (i) permit the Student to cancel the Booking and (ii) refund (via Musby Payments) to the Student that portion of the Class Fees specified in the applicable cancellation policy.

◦ Bookings and Financial Terms for Students

The Teachers, not Musby, are solely responsible for honoring any confirmed Bookings and making available any Classes reserved through the Site, Application and Services. If you, as a Student, choose to enter into a transaction with a Teacher for the Booking of a class, you agree and understand that you will be required to enter into an agreement with the Teacher and you agree to accept any terms, conditions, rules and restrictions associated with such Class imposed by the Teacher.

You acknowledge and agree that you, and not Musby, will be responsible for performing the obligations of any such agreements, that Musby is not a party to such agreements, and that, with the exception of Musby Payments’ obligations pursuant to the Payments Terms, Musby (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

The Total Fees payable will be displayed to a Student before the Student sends a Booking request to a Teacher. As noted above, the Teacher is required to either preapprove, confirm or reject the Booking request within the Booking Request Period; otherwise, the requested Booking will be automatically cancelled. Upon receipt of your Booking request, Musby Payments may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms. If a requested Booking is cancelled (i.e. not confirmed by the applicable Teacher), any amounts collected by Musby Payments will be refunded to such Student, depending on the selections the Student makes via the Site and Application, and any pre-authorization of such Student’s Payment Method will be released, if applicable.

You as a Student agree to pay the Total Fees for any Booking requested, and in most cases confirmed, in connection with your Musby Account. Musby Payments will collect the Total Fees pursuant to the Payments Terms.

Once your confirmed Booking transaction is complete you will receive a confirmation Communication summarizing your confirmed Booking.

◦ Service Fees and Other Fees

In consideration for the use of Musby’s online marketplace and platform, Musby charges Service Fees. Musby Payments collects these Service Fees pursuant to the Payments Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Teacher Fees and Student Fees. Musby Payments deducts the Teacher Fees from the Class Fees before remitting the balance to the Teacher as described in the Payments Terms. Student Fees are, as noted above, included in the Total Fees.

Applicable Student Fees, as well as Taxes collected by Musby, will be shown to Students via the Site and Application at checkout, prior to their submission of a Booking request. And, Musby will disclose applicable Teacher Fees to Teachers via the Site and Application. More information on Services Fees can be found at the Musby Help.

◦ General Booking and Financial Terms

Cancellations and Refunds

If, as a Student, you wish to cancel a confirmed Booking made via the Site, Application and Services, either prior to or after arriving at the Class, the cancellation policy of the Teacher contained in the applicable Listing will apply to such cancellation. Our ability to refund the Class Fees, Student Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. The Student Fee is non-refundable unless otherwise indicated in the cancellation policy selected by the Teacher. Musby Payments will initiate any refunds due pursuant to the Payments Terms.

If a Teacher cancels a confirmed Booking made via the Site, Services, and Application, (i) Musby Payments will refund the Total Fees for such Booking to the applicable Student pursuant to the Payments Terms and (ii) the Student will receive a Communication from Musby containing alternative Listings and other related information. If the Student requests a Booking from one of the alternative Listings and the Teacher associated with such alternative Listing confirms the Student’s requested Booking, then the Student agrees to pay Musby the Total Fees relating to the confirmed Booking for the Class in the alternative Listing, in accordance with these Terms. If a Teacher cancelled a confirmed Booking and you, as a Student, have not received a Communication from Musby, please contact Airbnb.

If, as a Teacher, you cancel a confirmed Booking, you agree that Musby may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a Booking was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled Booking, or (iii) imposing a cancellation fee. You will be notified of the situations in which a cancellation fee applies before you decide to cancel.

In certain circumstances, Musby may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Site, Application and Services. This may be for reasons set forth in Musby’s Extenuating Circumstances Policy or for any other reason. Musby may also determine, in its sole discretion, to refund to the Student part or all of the amounts charged to the Student in accordance with the Guest Refund Policy or in connection with a cancellation under Musby’s Extenuating Circumstances Policy. You agree that Musby and the relevant Student or Teacher will not have any liability for such cancellations or refunds.

Resolution Center

Members may use the Resolution Center to send or request money for refunds, services or damages related to their Bookings. You agree to pay all amounts sent through the Resolution Center in connection with your Musby Account, and Musby Payments will handle all such payments pursuant to the Payments Terms. When a Member agrees to provide services or amenities to another Member via the Resolution Center, both parties acknowledge and agree that they, and not Musby, will be responsible for performing their respective obligations of any such agreements, that Musby is not a party to such agreements, and that, with the exception of Musby Payments’ obligations pursuant to the Payments Terms, Musby (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements and the services or amenities provided.

Rounding Off

Musby may, in its sole discretion, round up or round down amounts that are payable from or to Students or Teachers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Musby will round up an amount of 102.00, and 101.00.

Some currencies are denominated in large numbers. In those cases, Musby may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Musby to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

Donations

Some Teachers may pledge to donate a portion of the funds they receive from confirmed Bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the Teacher does in fact make the donation he or she pledged to make. In such cases, the Teacher in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.

Booking Modifications

You as a Student or Teacher are responsible for any modifications to a Booking that you direct Musby Customer Service to make (“Booking Modifications“), and you agree to pay any Class Fees, Student Fees, Teachers Fees, Services Fees, and/or Taxes associated with such Booking Modifications.

10. Taxes

Tax regulations may require us to collect appropriate tax information from our Teachers, or to withhold taxes from payouts to Teachers, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W–9 from certain US Teachers, and an appropriate IRS Form W–8 (e.g. Form W–8BEN) from non-US Teachers with at least one Listing in the US. You as a Teacher are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Teacher fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US Teacher and you fail to provide us with a completed IRS Form W–9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.   You as a Teacher understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Musby cannot and does not offer Tax-related advice to any Members.  Where applicable, or based upon request from a Teacher, Musby may issue a valid VAT invoice to such Teacher.  You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority“) where your Class is located may require Taxes to be collected from Students or Teachers on the amount paid for the right to use and/or occupancy of classes, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Class Fees set by Teachers, a set amount per hour/day, or other variations.     

◦ Tax Collection and Remittance

In certain jurisdictions, Musby may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Students or Teachers, in accordance with your directions in these Terms (“Collection and Remittance”) if such tax jurisdiction asserts Musby or Teachers have a tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, whether you are a Student or Teacher, in lieu of the Teacher collecting taxes from Students and remitting to the Tax Authority, you hereby instruct and authorize Musby (via Musby Payments) to collect Taxes from Students on the Teacher’s behalf at the time Class Fees are collected, and to remit such Taxes to the Tax Authority. When Musby facilitates Collection and Remittance of Taxes in a jurisdiction for the first time, Musby will provide notice to existing Teachers with Listings for Classes in such jurisdictions. When a new Listing is created in a jurisdiction where Musby facilitates Collection and Remittance of Taxes, the Teacher will be notified in the Listing creation flow.   The amount of Taxes, if any, collected and remitted by Musby will be visible to and separately stated to both Students and Teachers on their respective transaction documents. Where Musby is directly facilitating Collection and Remittance, Students and Teachers agree that Teachers are not permitted to attempt collection, or collect any Taxes being collected by Musby relating to their Classes on Musby in that such jurisdiction. You expressly agree to release, defend, indemnify, and hold Musby and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Taxes in any amount or at all as to your transactions or Classes. For any jurisdiction in which we facilitate Collection and Remittance, Teachers and Students expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, Bookings, Classes and Taxes, including, but not limited to, personally identifiable information such as Teacher or Student’s name, Listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes collected from Students or allegedly due, contact information and similar information, to the relevant Tax Authority. 

◦ Opt-in to Teacher Remittance of Taxes

In other jurisdictions, Musby may decide in its sole discretion to facilitate Tax collection on behalf of Teachers and Students in accordance with a Teacher’s direction to opt in to a specific Tax line item in the Booking process, in which the Teacher directs that Taxes from Students be sent directly to the Teacher so that the Teacher will remit such taxes directly to Tax Authority (“Opt-in for Teacher Remittance“). In any jurisdiction in which we decide to facilitate Collection by Opt-in for Teacher Remittance, whether you are a Student or Teacher, you hereby instruct and authorize Musby (via Musby Payments) to send Taxes received from Students at the time Class Fees are collected to the Teacher who is obligated to send such taxes to the Tax Authority directly. If Musby offers and a Teacher selects Opt-in for Teacher Remittance in any jurisdiction, Teachers and Students remain solely responsible and liable for the payment and remittance of any and all taxes that may apply to Classes; you agree and understand that Musby is not responsible for, and will not send any such Taxes to the Tax Authority under Opt-in to Teacher Remittance of Taxes. You hereby agree that through third party payment processors, Musby is merely processing Your election and direction to have Taxes from Students sent directly to the Teacher for remittance by the Teacher to the Tax Authority, and that You will remit all amounts collected from Students as Taxes to such Tax Authority. You expressly agree to release, defend, indemnify, and hold Musby and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Taxes, including, without limitation, the applicability of, calculation of, collection of Taxes in any amount or at all as to your transactions or Classes. For any jurisdiction in which we facilitate Opt-in for Teacher Remittance, Teachers and Students expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, Bookings, Classes and Taxes, including, but not limited to, personally identifiable information such as Teacher or Student’s name, Listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes received by Teachers from Students, or allegedly due, contact information and similar information, to the relevant Tax Authority. 

◦ Miscellaneous Tax Provisions

Whether you are a Student or Teacher, you agree that any claim or cause of action relating to Musby’s facilitation of Opt-in for Teacher Remittance or Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by Musby in connection with facilitation of Opt-in Remittance or Collection and Remittance of Taxes, if any. Students and Teachers agree that we may seek additional amounts from You in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by Musby from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

In any jurisdiction in which we have not provided notice of, or are not facilitating (or are no longer facilitating) the collection or remittance of Taxes by Collection and Remittance, Opt-in for Teacher Remittance or any other means or method, in your jurisdiction, Teachers and Students remain solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to Classes.   Teachers and Students acknowledge and agree that in some jurisdictions, Musby may decide not to facilitate collection or remittance of Taxes or may not be able to facilitate the collection and/or remittance of Taxes, and nothing contained in these Terms of Service is a representation or guarantee that Musby will facilitate collection and/or remittance of Tax anywhere at all, including in any specific jurisdiction, or that Musby will continue to facilitate any collection or remittance of Tax in any specific jurisdiction in which it may have been offered. Musby reserves the right, in its sole determination, to cease any facilitation of any collection and remittance of Tax (regardless of method used or to be used in the future) for any reason or no reason at all, provided that it will give Teachers reasonable notice in any jurisdiction in which Musby determines to cease any such facilitation. 

11. Currency Conversion

Musby’s online platform facilitates Bookings between Students and Teachers who may pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Musby platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.

Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.

12. Damage to Classes and Security Deposits

As a Student, you are responsible for leaving the Class (including any personal or other property located at a class) in the condition it was in when you arrived. You acknowledge and agree that, as a Student, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Class. In the event that a Teacher claims otherwise and provides evidence of damage (“Damage Claim“), including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items.  Teachers may choose to include security deposits in their Listings (“Security Deposits“). Each Listing will describe whether a Security Deposit is required for the applicable Class. Musby will use commercially reasonable efforts to address Teachers’ requests and claims related to Security Deposits, but Musby is not responsible for administering or accepting any Damage Claims by Teachers related to Security Deposits, and disclaims any and all liability in this regard.  If a Teacher has a Damage Claim for a confirmed Booking, the Teacher can seek payment from the Student through the Resolution Center. The Teacher may escalate the Damage Claim to Musby if the Teacher and Student are unable to resolve a Damage Claim through the Resolution Center, or immediately in certain circumstances. If a Teacher escalates a Damage Claim to Musby, you as a Student will be notified of the Damage Claim and given an opportunity to respond. If you as a Student agree to pay the Teacher in connection with a Damage Claim, or if Musby determines, in its sole discretion, that you are responsible for damaging the facility, equipment, or anything related to the class or any personal or other property located at a class, Musby (via Musby Payments) will collect any such costs from you and/or against the Security Deposit in accordance with the Payments Terms. Musby also reserves the right to otherwise collect payment from you and pursue any avenues available to Musby in this regard in situations in which you have been determined, in Musby’s sole discretion, to have damaged any Class or any personal or other property located at a class.   Both Students and Teachers agree to cooperate with and assist Musby in good faith, and to provide Musby with such information and take such actions as may be reasonably requested by Musby, in connection with any Damage Claims or other complaints or claims made by Members relating to Classes or any personal or other property located at a class (including, without limitation, payment requests made under the Musby Teacher Guarantee) or with respect to any investigation undertaken by Musby or a representative of Musby regarding use or abuse of the Site, Application or the Services. If you are a Student, upon Musby’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Teacher, at no cost to you, which process will be conducted by Musby or a third party selected by Musby or its insurer, with respect to losses for which the Teacher is requesting payment from Musby under the Musby Teacher Guarantee.   If you are a Student, you understand and agree that Musby may make a claim under your tearcher’s, facility’s or other insurance policy related to any damage or loss that you may have caused or been responsible for or to a class or any personal or other property located at a class (including without limitation amounts paid by Musby under the Musby Teacher Guarantee). You agree to cooperate with and assist Musby in good faith, and to provide Musby with such information as may be reasonably requested by Musby, in order to make a claim under your teacher’s, renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as Musby may reasonably request to assist Musby in accomplishing the foregoing.   Security Deposits, if required by a Teacher, may be applied to any fees due from a Student.. 

13. Overtime without the Teacher’s Consent

Students agree that a confirmed Booking is merely a license granted by the Teacher to the Student to enter and use the Listing for the limited duration of the confirmed Booking and in accordance with the Student’s agreement with the Teacher. Students further agree to leave the Class no later than the class end time that the Teacher specifies in the Listing or such other time as mutually agreed upon between the Teacher and Student. If a Student stays past the agreed upon class end time without the Teacher’s consent, they no longer have a license to stay in the Listing and the Teacher is entitled to make the Student leave. In addition, Students agree that the Teacher can charge the Student, for each 24 hour period that the Student stays over the agreed period without the Teacher’s consent, an additional fee of two times the average Class Fee originally paid by the Student to cover the inconvenience suffered by the Teacher, plus all applicable Service Fees, Taxes, and any legal expenses incurred by the Teacher to make the Student leave (collectively, “Additional Sums“). Musby Payments will collect Additional Sums from Students pursuant to the Payments Terms. 

14. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:  

◦ violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

◦ use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;

◦ access or use our Site, Application, Services or the Musby API to use, expose, or allow to be used or exposed, any Musby Content: (i) that is not publicly displayed by Musby in its search results pages or listing pages before a Booking is confirmed; (ii) in any way that is inconsistent with the Musby Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of Musby’s users or any other third party;

◦ use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Musby endorsement, partnership or otherwise misleads others as to your affiliation with Musby;

◦ dilute, tarnish or otherwise harm the Musby brand in any way, including through unauthorized use of Collective Content, registering and/or using Musby or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Musby domains, trademarks, taglines, promotional campaigns or Collective Content

◦ copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;

◦ infringe the rights of Musby or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right

◦ interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

◦ use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

◦ use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;

◦ “stalk” or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Musby Student or Teacher;

◦ offer, as a Teacher, any Class that you do not yourself own or have permission to Book as a residential or other property (without limiting the foregoing, you will not list Classes as a Teacher if you are serving in the capacity of an agent for a third party);

◦ offer, as a Teacher, any Class that may not be Booked pursuant to the terms and conditions of an agreement with a third party;

◦ register for more than one Musby Account or register for an Musby Account on behalf of an individual other than yourself;

◦ unless Musby explicitly permits otherwise, request or book a stay at any Class if you will not actually be staying at the Class yourself;

◦ contact another Member for any purpose other than asking a question related to a Booking, Class, Listing, or the Member’s use of the Site, Application and Services;

◦ recruit or otherwise solicit any Teacher or other Member to join third-party services or websites that are competitive to Musby, without Musby’s prior written approval;

◦ recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;

◦ impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

◦ use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;

◦ use the Site, Application, Services or Collective Content to find a Teacher or Student and then complete a Booking of a class independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Musby’s provision of the Services or for any other reasons;

◦ as a Teacher, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;

◦ violate these Terms or Musby’s then-current Policies and Community Guidelines or Standards;

◦ engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;

◦ post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; 

◦ systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

◦ use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Musby’s name, any Musby trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without Musby’s express written consent;

◦ access, tamper with, or use non-public areas of the Site, Application or Services, Musby’s computer systems, or the technical delivery systems of Musby’s providers;

◦ attempt to probe, scan, or test the vulnerability of any Musby system or network or breach any security or authentication measures;

◦ avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Musby or any of Musby’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;

◦ forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;

◦ attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;

◦ advocate, encourage, or assist any third party in doing any of the foregoing; or

◦ accept or make a payment for Class Fees outside Musby Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Musby harmless from any liability for such payment.

15. Musby has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Musby may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Listing(s) or Musby Account, for a violation of this Section or these Terms.

Musby may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Musby or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the Musby Teacher Guarantee, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Musby, its users, or members of the public. You acknowledge that Musby has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Musby reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Musby, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Reporting Misconduct

If you stay with or Teacher anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Musby by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

16. Privacy

You agree that Musby’s Privacy Policy (as may be updated from time to time) governs Musby’s collection and use of your personal information.

17. Intellectual Property Ownership and Rights Notices

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Musby and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Musby used on or in connection with the Site, Application, Services, and Musby Content are trademarks or registered trademarks of Musby in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and Musby Content are used for identification purposes only and may be the property of their respective owners. As a Teacher, Student, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content, including Musby’s Trademark & Branding Guidelines (as may be updated from time to time).

18. Additional Terms

Our Site, Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. For example, additional terms apply if you refer new users to Musby (“Referral Program“) or participate in our Home Safety program. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.

19. Application License

Subject to your compliance with these Terms, Musby grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Musby reserves all rights in the Application not expressly granted to you by these Terms.

20. Musby Content and Member Content License

Subject to your compliance with these Terms and Musby’s Trademark & Branding Guidelines, Musby grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Musby Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Musby or its licensors, except for the licenses and rights expressly granted in these Terms.

21. Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through Musby promotional campaigns, you hereby grant to Musby a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. Musby does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through Musby promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through Musby promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Musby the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Musby’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or Musby promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

22. Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Musby is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Musby of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the Musby platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use.

23. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Musby and you hereby irrevocably assign to Musby and agree to irrevocably assign to Musby all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Musby’s request and expense, you will execute documents and take such further acts as Musby may reasonably request to assist Musby to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

24. Copyright Policy

Musby respects copyright law and expects its users to do the same. It is Musby’s policy to terminate in appropriate circumstances the Musby Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Musby’s Copyright Policy for further information.

25. Term and Termination, Suspension and Other Measures

◦ Term

These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Musby terminate these Terms as described below.

◦ Termination for convenience

You may terminate these Terms at any time via the “Cancel Account” feature on the Site or by sending us an email. If you cancel your Musby Account as a Teacher, any confirmed Bookings will be automatically cancelled and your Students will receive a full refund. If you cancel your Musby Account as a Student, any confirmed Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.

Without limiting our rights specified below, Musby may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.

◦ Termination for breach, suspension and other measures

Musby may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Musby Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Musby believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Musby or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition Musby may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed Bookings, limit your use of or access to your Musby Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your Musby Account, or temporarily or permanently suspend your Musby Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Teachers or Students, or (ii) Musby believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Musby or third parties, for fraud prevention, risk assessment, security or investigation purposes.

If we take any of the measures described in this Section 24.C, we may (i) communicate to your Students or Teachers that a pending or confirmed Booking has been cancelled, (ii) refund your Students in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (iii) support your Students, on an exceptional basis, in finding potential alternative Classes, and (iv) you will not be entitled to any compensation for confirmed Bookings that were cancelled.

In case of non-material breaches and where appropriate, you will be given notice of any measure by Musby and an opportunity to resolve the issue to Musby’s reasonable satisfaction.

◦ Consequences

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Musby Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your Musby Account has been suspended or this Agreement has been terminated by us, you may not register a new Musby Account or attempt to access and use the Site, Application and Services through other Musby Accounts.

◦ Survival

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

26. Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT Musby DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, STUDENTS AND TEACHERS. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.   THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MUSBY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MUSBY MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY CLASSES OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MUSBY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, CLASSES, TEACHERS, STUDENTS, YOUR ACCRUAL OF MUSBY CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.   NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MUSBY OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.   YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TEACHERS OR STUDENTS. YOU UNDERSTAND THAT MUSBY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY CLASSES. MUSBY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, STUDENTS AND TEACHERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY MUSBY. MUSBY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY STUDNET OR OTHER THIRD PARTY. 

27. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY CLASSES VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF MUSBY WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER MUSBY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY Class VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MUSBY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.   EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE TEACHERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE MUSBY TEACHER GUARANTEE, IN NO EVENT WILL MUSBY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY CLASS VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY CLASS OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A STUDENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A TEACHER, THE AMOUNTS PAID BY MUSBY TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MUSBY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

28. Indemnification

You agree to release, defend, indemnify, and hold Musby and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Booking of a class, or (iii) creation of a Listing; (d) the use, condition or Booking of a class by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or use of a class; and (e) your participation in the Referral Program or your accrual of any Musby Credits. 

29. Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Class is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Musby does not permit Listings associated with certain countries due to U.S. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction. 

30. Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application“):

◦ You acknowledge and agree that (i) these Terms are concluded between you and Musby only, and not Apple, and (ii) Musby, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.

◦ You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

◦ In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Musby and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Musby.

◦ You and Musby acknowledge that, as between Musby and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

◦ You and Musby acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Musby and Apple, Musby, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

◦ You and Musby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

◦ Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

31. Entire Agreement

Except as they may be supplemented by a document referenced and incorporated herein or by additional Musby policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Musby and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any Bookings or Listings of Classes made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Musby and you regarding Bookings or listings of Classes, the Site, Application, Services, and Collective Content (excluding Payment Services).

32. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Musby’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Musby may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

33. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Musby (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Site or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

34. Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

35. Dispute Resolution

If you reside in the United States, you and Musby agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site, Application or Collective Content (collectively, “Disputes“) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Musby are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Musby otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_medor by calling the AAA at 1–800–778–7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Musby otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Musby submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Musby will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Musby will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the provisions of the “Modification” section above, if Musby changes this “Dispute Resolution” section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Musby’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Musby in accordance with the provisions of this “Dispute Resolution” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

36. General

The failure of Musby to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Musby. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

37. Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

38. Additional Clauses for Users Contracting with Musby Ireland

The following paragraphs will apply if you are contracting with Musby Ireland.

The second paragraph of Section 24.D, Term and Termination, Suspension and Other Measures, shall be removed and replaced with the following: “If you or we terminate this Agreement, we do not have an obligation to return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Musby Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your Musby Account has been suspended or this Agreement has been terminated by us, you may not register a new Musby Account or attempt to access and use the Site, Application and Services through other Musby Accounts.”

The Controlling Law and Jurisdiction section shall be removed and replaced with the following: “Controlling Law and Jurisdiction These Terms will be interpreted in accordance with Irish law. You and we agree to submit to the non-exclusive jurisdiction of the Irish courts for resolving any dispute between the parties. If Musby wishes to enforce any of its rights against you, we may elect to do so in the Irish courts or in the courts of the jurisdiction in which you are resident.”

The Dispute Resolution section shall be removed and is not applicable.

39. Additional Clauses for Users Contracting with Musby China

The following paragraphs will apply if you are contracting with Musby China

The Controlling Law and Jurisdiction section shall be removed and replaced with the following: “Controlling Law and Jurisdiction These Terms will be governed by and construed in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which Musby may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.”

The Dispute Resolution section shall be removed and is not applicable.

40. Contacting Musby

If you have any questions about these Terms or any App Store Sourced Application, please contact Musby.