Last Updated: 12/11/2024
1. Introduction
Welcome to Muse! Muse Tax Inc. (“Muse,” “our,” “us,” or “we”) provides a Platform (the “Platform”) that encompasses a variety of online tax and financial wellness solutions to employers, individuals, and small businesses, including CheckBoost, Muse Score, and Muse Compass.
These Terms of Service (the “Terms”) govern your access to and use of our services, including our Platform, our website, www.musetax.com (the “Site”), and any associated services and related technologies (collectively, “Services”). By accessing or using the Services, you agree to be bound by these Terms, which are a legally binding contract.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
2. Use of Services
The Services may be used only according to these Terms. You may use the Services only for lawful purposes. You may not modify, distribute, publish, license, create derivative works from, transfer, or sell any information or content contained on the Services.
You may need to access our Platform and Services by setting up an account (a “Muse Account”) through establishing an account with other websites and services that are not websites or services that are controlled or operated by us (a “Connected Account”). We do not provide any warranty, or assume any responsibility regarding the quality, accuracy, source, merchantability, fitness for purpose or any other aspect of such other websites and services that you may access through your Connected Account. We may need to verify your identity and you authorize us to collect information from you or your Connected Account to do so, including, but not limited to, information about your identity (e.g., name and email address) and user access credentials (e.g., a password and other multi-factor authentication credentials). We may also request information about you from you or third parties, including the entity to which you provide services (your “Employer”) (e.g., payroll information such as gross wages, tax withholdings, pay frequencies; your tax filing status and number of dependents; and any other related data shared by your Employer) (collectively, with all information requested to enable your account, “Account Information”). You authorize us to collect such data and other data about you (including such other information about you included in the definition of “Personal Information” in our Privacy Policy , collectively, “Personal Information”). You consent to your Employer sharing your Personal Information required for us to provide our Services.
Your Personal Information is governed by our Privacy Policy and you hereby grant us the right to use, store, and disclose your Personal Information in accordance therewith.
We reserve the right, in our sole discretion, to refuse to approve a Muse Account and to modify, delay, suspend, or terminate access to any Muse Account and/or all or any part of the Services, at any time, for any reason, with or without notice, including if we believe there has been fraudulent or suspicious activity related to your Muse Account, if you have been terminated as an employee or service provider by your Employer, or if you violate or breach any of your agreements with us.
You represent, warrant, and promise that:
· If you are an individual, you are at least 18 years of age;
· You are fully authorized to enter into and perform your obligations under these Terms;
· These Terms constitute a legal and valid contract that is binding on you and enforceable against you as written;
· The execution, delivery, and performance of these Terms by you does not violate laws of your jurisdiction or the provisions of any agreement to which you are bound;
· There are no claims, actions, suits, audits, inquiries, proceedings, or governmental investigations pending or threatened involving you or the transactions contemplated by these Terms;
· The name you used or verified to establish your Muse Account is your legal name, and you have not used any other name with us;
· Any information, materials, data, content, or documents you provide or make available to Muse are and will remain true, correct, and complete;
· You will maintain and update your Personal Information to keep it true, accurate, current, and complete;
· You own all right, title, and interest or have obtained the right to all of the intellectual property rights concerning the Personal Information you provide Muse, and you have the right to grant Muse the rights to collect, use, and disclose your Personal Information in accordance with our Privacy Policy;
· You will keep all login details, user accounts, and passwords strictly confidential and secure at all times and will not allow anyone else, other than your authorized agents, to access your Muse Account; and
· You are and will remain solely liable for the activity that occurs in connection with your Muse Account, including the secure management of your Account Information, and will notify us immediately if you become aware of any unauthorized access to your Muse Account.
Muse will not be liable for any loss or damage arising from your failure to comply with these representations and warranties.
Further, you agree not to use the Services to:
· Email or otherwise upload any content that (i) you do not have a right to upload under any law or under contractual or fiduciary relationships, (ii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or (iii) poses or creates a privacy or security risk to any person;
· Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
· Violate any applicable local, state, national, or international law, or any regulations having the force of law;
· Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
· Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
· Obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Services;
· Circumvent, remove, alter, deactivate, degrade, override, or bypass, or thwart any of the access controls including but not limited to the security features for, content protections in, or geographic restrictions on any content (including Services Information (as defined below)) available on or through the Services, including through the use of virtual private networks;
· Modify, distribute, publish, license, create derivative works from, transfer, or sell any information or content contained in the Services;
· Disassemble, decrypt, extract, reverse engineer or reverse compile the Services, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the Services;
· Engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods, except as expressly permitted by Muse. If you are blocked by Muse from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent, override, or bypass, such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network); or
· Monitor the Services’ availability, performance or functionality for any competitive purpose.
3. Additional Terms; Changes; Account Closure
Muse may offer you Services which are subject to additional terms and conditions that are available on the Site or otherwise made available to you separately from these Terms (“Additional Terms”). If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the conflict.
We reserve the right, in our sole discretion, to change these Terms and any Additional Terms. We will post the changes on the Site or otherwise make available to you any changes, and will indicate at the top of this page the date these Terms were last revised. Your continued use of the Services will constitute your acceptance of any changes. If required by applicable law, we will send you advance notice prior to making any changes effective.
If you wish to close your Muse Account, you may do so through the Site by changing your Muse Account settings. If you have any difficulty doing so, you may email us a request for assistance at: info@musetax.com. An account closure request will become effective after we carry out the request. An account closure has no effect on your duties to us, all of which survive the closure and the expiration or termination for any reason of these Terms or any Additional Terms.
4. Privacy Policy
Please carefully read our Privacy Policy which describes how we collect and use certain information. By using the Services, you consent to our collection, use, and disclosure of Personal Information as outlined therein.
5. Links to Third-Party Websites; Third-Party Offers
Links in the Services to third-party websites are provided as a convenience to you. If you use these links, you might leave the Services. Muse has not reviewed these third-party websites, applications, or any third-party software products; does not own or control them; is not liable for any errors or omissions or their content; is not responsible for their policies or practices, including with respect to data management, usage or privacy; and does not endorse or make any representations, warranties, or promises about them, or any information, software products, or other products or materials found on them, or any results that may be obtained from using them. You use third-party websites, applications, or software products linked to the Services at your own risk and agree that we have no liability for any loss or damage of any kind incurred as a result of such use.
With respect to offers from our partners, we do not guarantee that you will be presented with offers for any particular types of products or services or that you will meet the approval criteria for any particular offer. It is always your choice whether to apply for a product or service offered by our partners and we will never submit an application for a product or service to a partner on your behalf without your consent.
6. Informational Purposes
All information on our Services is presented for general information purposes only. We do not guarantee that the information we present as part of our Services, including tax liability calculations or other information, is the same information that may be used or reviewed by a third party to assess your tax liability or eligibility for or entitlement to any benefit or obligation.
7. Not a Tax, Accounting, Financial or Other Professional Advisor
Muse is not a tax, accounting, financial, investment, legal, or other professional advisor, or any similar enterprise as those may be defined under federal or state law. Use of our Services is not a replacement for personal, professional advice or assistance regarding your taxes, personal accounting, finances, investments, or any legal matters, and we do not provide professional advice of any kind. Muse makes no guarantees to you with respect to tax savings, financial or investment performance, or any other outcomes. You control if, when and how you use the Services and information Muse provides. Muse provides tax information, calculations and forms at no cost to you. Your use of the Services is at your sole discretion and risk. You may deactivate your Muse Account at any time without penalty or obligation.
8. Disclaimers
All information, content, materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, and the like, as well as the selection, assembly, and arrangement of these items on the Services (together, “Services Information”) is subject to change or removal without notice. Muse may make changes to the products, services, features, and functionality available at the Site or otherwise through the Services without notice. Without our prior written consent, you may not use the Services Information for any commercial purpose, including distribution, resale, or display.
ALTHOUGH MUSE HAS ATTEMPTED TO PROVIDE SOUND MATERIALS, MUSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY, MERCHANTABILITY, OR COMPLETENESS OF THE SERVICES, THE SERVICES INFORMATION, OR OTHER SERVICES, PRODUCTS, FEATURES, OR FUNCTIONALITY OF THE SERVICES, AND MUSE MAKES NO COMMITMENT TO UPDATE THEM. THE SERVICES INFORMATION AND SERVICES ARE FURNISHED “AS IS,” “AT YOUR OWN RISK,” AND “AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. FURTHER, MUSE DOES NOT WARRANT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT THE SERVICES (AND ANY SERVER THAT MAKES THE SERVICES AVAILABLE) WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR BUGS.
Muse is not liable for any disruption to the Services and is not liable for losses related to your inability to use them for any reason.
Muse is excused from performing any duties under these Terms or Additional Terms which are prevented or interfered with by conditions beyond Muse’s reasonable control.
9. Intellectual Property Rights
The Services Information, Services, the Muse, CheckBoost, Muse Score, and Muse Compass names, marks and logos, and all other technology, software, information, and intellectual property underlying, referenced on or related to the Services are owned by Muse or licensed to Muse by third parties and are protected by U.S. patent, copyright, trademark, trade secret, and other proprietary rights and laws. All other applicable ownership rights are reserved, and you will abide by all laws applicable to them. By making the Services Information and Services available, Muse does not grant any licenses to or transfer any right, interest, or title in any intellectual property rights to you or any other person. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, decompile, disassemble, decipher, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software underlying the Services (including the Platform) or distributed in connection therewith. Any rights not expressly granted herein are reserved by Muse.
We may monitor the performance and use of the Platform and our Services by all of our users. You hereby grant us a non-exclusive, worldwide, royalty-free, fully-paid, transferable, sublicenseable, perpetual, irrevocable license to use any data or material, in any format, including but not limited to Personal Information, submitted to us in the course of delivery of the Services (“User Data”), to provide the Services to you and to improve the Services. This includes, without limitation, the right to incorporate or implement User Data into any of our Services, and to display, market, sublicense and distribute the User Data as incorporated or embedded in any product or service distributed or offered by us without compensation to you. Muse is not obligated to pre-screen or review User Data, but Muse reserves the right to do so to ensure your compliance with these Terms. Muse will also have the right (but not the obligation) in its sole discretion to disable access to or delete any User Data that it considers in violation of these Terms or to be otherwise illegal. Muse may share User Data with your Employer, and any third-party service providers, as well as otherwise described in the Privacy Policy.
We may also combine User Data with other data (collectively, “Aggregated Data”), and use such combined data in an aggregate and de-identified manner. Examples of our use of such Aggregated Data include, but are not limited to, statistics aggregated across all of our users on metrics such as size of data sets, the number of users of the Platform or any Service, revenue, number of transactions, growth rates, and financial insights, and the promotion, advertising, or marketing of our Platform or other Services we provide to our customers and business partners. Subject to the terms of our Privacy Policy, you hereby grant us a non-exclusive, worldwide, royalty-free, fully paid, sublicenseable, transferable, irrevocable and perpetual license to use, copy, modify, distribute, display, perform and prepare derivative works of User Data for the purpose of creating and using the Aggregated Data, including the development of financial insights, and creation of aggregated statistics regarding our users and customer base generally. As between us and you, subject to your rights in and to the User Data, all right, title, and interest in and to the Aggregated Data will be and remain our sole and exclusive property.
All right, title, and interest in and to the Platform and any of our Services, the User Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, will be and remain our sole and exclusive property. To the extent you obtain any ownership in or to the Platform, any Services, or User Data, you hereby assign all of your right, title and interest in and to the Platform, any Services, and User Data, to us.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services (“Submissions”), provided by you to Muse are non-confidential and Muse will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, MUSE AND ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, THE ISSUER, AND THIRD PARTIES MENTIONED ON THE SERVICES, ARE NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING THOSE RESULTING FROM LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES) ARISING OUT OF OR RELATING TO:
· THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES INFORMATION, SERVICES, OR ANY WEBSITES OR OTHER CONTENT LINKED TO THE SERVICES;
· ANY SERVICES INFORMATION, MATERIALS, PRODUCTS, SERVICES, FEATURES, AND FUNCTIONALITY AVAILABLE, THROUGH THE SERVICES, RELATED TO THE SERVICES, OR CONTAINED ON ANY SUCH WEBSITES OR OTHER CONTENT LINKED TO THE SERVICES; OR
· THESE TERMS, THE. ADDITIONAL TERMS, OR ANY ACTS OR OMISSIONS UNDER OR IN FURTHERANCE OF THESE TERMS OR ANY ADDITIONAL TERMS (EXCEPT FOR WILLFUL MISCONDUCT), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT MUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
IF YOUR USE OF THE SERVICES INFORMATION, THE SERVICES, OR ANY WEBSITES OR OTHER CONTENT LINKED TO THE SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OR EQUIPMENT OR DATA, YOU ARE LIABLE FOR ALL RELATED COSTS.
IN NO EVENT WILL MUSE OR ANY OF ITS AFFILIATES, OR EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, AND THIRD PARTIES MENTIONED ON THE SERVICES BE LIABLE TO YOU FOR ANY DAMAGES THAT EXCEED IN THE AGGREGATE ONE HUNDRED UNITED STATES DOLLARS ($100.00).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” AND THE SECTION BELOW TITLED “INDEMNIFICATION” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
11. ADDITIONAL LIMITATION OF LIABILITY
YOU UNDERSTAND THAT MUSE WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE AND IS NOT RESPONSIBLE FOR DISALLOWED DEDUCTIONS OR THE INCLUSION OF ADDITIONAL UNREPORTED INCOME OR RESULTING TAXES, PENALTIES OR INTEREST.
THE ENTIRE CUMULATIVE LIABILITY OF MUSE AND ITS VENDORS FOR ANY REASON ARISING FROM OR RELATING TO THESE TERMS AND ANY ADDITIONAL TERMS SHALL BE LIMITED AS SET FORTH IN THE “LIMITATION OF LIABILITY” SECTION SET FORTH IN SECTION 10 ABOVE.
MUSE SHALL NOT BE LIABLE FOR LOSS OF INCOME, PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, YOUR INABILITY OR FAILURE TO FILE ANY TAX OR PERSONNEL FORMS OR YOUR TAX RETURN, OR YOUR EMPLOYER’S OR ANY PAYROLL PROVIDER’S INABILITY OR FAILURE TO FILE ANY TAX OR OTHER FORMS ON YOUR BEHALF, DELAY IN PREPARING YOUR TAX RETURN OR OTHERWISE SUBMITTING INFORMATION TO TAX OR OTHER GOVERNMENTAL AUTHORITIES, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO MUSE, ERRORS OR OMISSIONS RELATING TO YOUR COMPENSATION OR PAYROLL DISTRIBUTIONS, YOUR OR YOUR EMPLOYER’S UNDERPAYMENT OF TAXES, YOUR FAILURE TO RECEIVE ANY EARNINGS OR PAYMENT OR YOUR EMPLOYER’S FAILURE TO MAKE PAYMENT TO YOU, FAILURE BY ANY BANK OR OTHER FINANCIAL INSTITUTION TO TRANSFER FUNDS OR MAKE PAYMENT TO YOU, OR ANY ACCESS TO, OR USE OF, YOUR PASSWORD, USER ID OR OTHER LOGIN CREDENTIALS BY AN UNAUTHORIZED PERSON. MUSE SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT ITS PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE ACTIONS OR OMISSIONS OF THIRD PARTIES, ELECTRICAL OR COMMUNICATION SYSTEM FAILURES OR GOVERNMENTAL ACTION.
12. INDEMNIFICATION
YOU AGREE TO INDEMNIFY MUSE AND ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, AND THIRD PARTIES MENTIONED ON THE SERVICES, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, JUDGMENTS, SETTLEMENTS, LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS, AND FEES (INCLUDING ATTORNEY’S FEES) (COLLECTIVELY, “CLAIMS”) WHICH MAY ARISE FROM OR RELATE TO YOUR USE OF THE SERVICES INFORMATION OR SERVICES; USE OF YOUR MUSE ACCOUNT; ANY DISPUTE BETWEEN YOU AND A THIRD PARTY, INCLUDING WITH RESPECT TO ANY CONTENT PROVIDED BY SUCH THIRD PARTY, OR FROM YOUR BREACH OF THESE TERMS OR ANY ADDITIONAL TERMS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO ASSUME THE EXCLUSIVE CONTROL OF THE DEFENSE OF ANY SUCH CLAIM. YOU MAY NOT SETTLE OR COMPROMISE ANY CLAIM AGAINST MUSE WITHOUT MUSE’S PRIOR WRITTEN CONSENT.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR ALL DISPUTES BETWEEN YOU AND YOUR EMPLOYER, INCLUDING, BUT NOT LIMITED TO, ANY SITUATION IN WHICH YOUR EMPLOYER QUESTIONS, OBJECTS, DENIES, CHALLENGES, OR CONTRADICTS THE QUALITY, QUANTITY, OR OTHER ASPECT OF ANY OF YOUR SERVICES THAT ARE RELATED TO THE UNPAID EARNINGS, AND IS UNWILLING TO PAY OR CLAIMS A RIGHT TO RECOVER ANY PORTION OF THE UNPAID EARNINGS.
13. Governing Law
The law, including the statutes of limitation, of the State of New York will govern these terms and any Additional Terms, the interpretation and enforcement of these Terms, and any claim or cause of action (in law or equity), controversy, or dispute arising out of or related to them or their negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction.
14. Jurisdiction and Venue for Businesses
This Section 14 applies to any person who has used or is using the Services Information or Services for any reason other than primarily personal, family, or household purposes (each such person, a “Business”).
In any circumstances in which any action, suit, or proceeding arising under these Terms or any Additional Terms, or the interpretation, performance, or breach of these Terms or any Additional Terms, is permitted to be instituted in court, if Muse elects, any such action, suit, or proceeding will be instituted and maintained in any federal or state court sitting in the State of New York (“Acceptable Forums”). You agree that the acceptable forums are convenient to you, submit to the jurisdiction of the acceptable forums, and waive any and all objections to personal jurisdiction or venue. Should any such action, suit, or proceeding be initiated in any other forum, you waive any right to oppose any motion or application made by Muse to transfer such action, suit, or proceeding to an acceptable forum.
15. Territorial Restrictions; Export Control
We control and operate our Services from the United States and we make no representations or warranties that the information, products, or services provided through our Services, or our Services Information (defined below), are applicable to or appropriate for access or use in other jurisdictions. You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Services or the provision of any of our Services Information to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.
Further, you may not use, export, import, or transfer the Services Information, or Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services Information or Services, and any other applicable laws. In particular, but without limitation, the Services Information and Services may not be exported or re-exported (A) into any U.S. 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 Person’s List or Entity List. By using the Services Information or Services, you represent and warrant that (A) you are not 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 (B) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use the Services Information or Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Muse are subject to the export control laws and regulations of the U.S. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Muse products, services, or technology, either directly or indirectly, to any country or person in violation of such laws and regulations. If you access or download the Services from outside of the U.S., you do so at your own risk.
16. Complaints by California Consumers
You may report complaints about us to the Correspondence Unit of the California Department of Consumer Affairs by writing at Division of Programs and Policy Review, Consumer Information Center—Correspondence Unit, 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by contacting them at www.dca.ca.gov or calling (800) 952-5210.
17. Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Muse as a result of these Terms or any Additional Terms, or your use of the Services. You may not assign any part of your rights or duties under these Terms or any Additional Terms without Muse prior written consent, and any such attempted assignment without Muse’s prior written consent is and will be void. No waiver of any duties or rights of either party will be effective unless in writing, executed by the party against whom it is being enforced. If any term of these Terms or any other Additional Terms (including a payment or economic term), is held invalid, unenforceable, or a violation of applicable law, then that term will be deemed severable from the remaining terms and in no way affects the validity or enforceability of the remaining terms, and, to the extent not prohibited by applicable law, the invalid, unenforceable, or noncompliant term may be replaced by Muse by terms that are valid, enforceable and compliant, and that come closest to expressing the intention of the invalid, unenforceable, or noncompliant term. These Terms and any Additional Terms, if applicable, are the final, complete, and exclusive agreement of the parties with respect to the subject matter they govern and supersede and merge all prior discussions between the parties with respect to such subject matter; and nothing on the Services should be construed to alter such agreement. The titles in these Terms are used for convenience only and are not to be considered in construing them.
18. Agreement to Do Business Electronically and How to Provide Notice
You agree to conduct business with us electronically, including the execution of these Terms and any Additional Terms, all of which may be executed by electronic signature, including an electronic sound, symbol, or process, attached to or logically associated with the terms or agreement.
You agree that we may provide you notices, disclosures, electronic records, and other communications by email, by posting in your Muse Account, by SMS message (including text message), by regular mail, or any other method. You may provide us notice through the Services or by email to: info@musetax.com.
We will use the contact information we have on file for you to notify you, and it is your responsibility to notify us immediately of any changes to your contact information. If you wish to update your contact information, you may do so through the Services by changing your Muse Account settings. If you have any difficulty doing so, you may email us a request for assistance at: info@musetax.com.
You consent to be contacted by us or our representatives at any telephone number or electronic address you provide or at which you may be reached. You consent to receive SMS messages, calls, and messages (including pre-recorded, artificial voice, and autodialed or automatically texted) from us or our representatives at the numbers you have provided to us, or numbers we can reasonably associate with you (through skip trace, caller ID capture, or other means), with information or questions relating to you or the Services. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that a representative calls, he or she may also leave a message on your answering machine or voicemail, or send a message by text. Calls may be recorded.
To unsubscribe from text messages, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to the Services. You consent that following a request to unsubscribe from text messages, you may receive one final text message from us confirming your request and/or providing an alternative to access your Muse Account.
You also agree to receive alerts about your activity and other matters involving your use of the Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your Muse Account or use of the Services. We may terminate your use of push notifications without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or other device.
You acknowledge and agree that standard call, message, and data rates charged by your carrier apply to all communications by or with us and are your liability.
You agree that all agreements, notices, disclosures, and other communications that we provide or make available to you electronically or post on the Services satisfy any legal requirement that a communication be in writing, if such a requirement is applicable, and you waive any rights you may have to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited by law.
To request paper copies of any electronic communications, please send an email to: info@musetax.com. You may withdraw your consent to receiving electronic communications at any time by emailing us at: info@musetax.com. If you withdraw your consent to receiving electronic communications, the legal effectiveness, validity, and enforceability of all agreed to terms and conditions and any prior communications will remain in effect. Any withdrawal of consent to receiving electronic communications will be effective only after we have a reasonable period of time to process your withdrawal request. If you withdraw your consent to receive electronic communications, we may immediately delay, suspend, or terminate your access to and participation in your Muse Account and the Services.
19. Dispute Resolution By Binding Arbitration – For Users Entering Into These Terms in an Individual Capacity
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You and we agree that any and all disputes or claims that have arisen or may arise between you and Muse, whether arising out of or relating to these Terms and/or any Additional Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or app between you and us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you or we may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MUSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND MUSE AGREE THAT EACH OF YOU AND US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MUSE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, UNLESS THE ARBITRATOR MAKES A FINDING THAT A CLAIM OR DEFENSE WAS FRIVOLOUS OR WITHOUT A GOOD FAITH FACTUAL OR LEGAL BASIS, THE ARBITRATOR MAY AWARD RELIEF SOUGHT BY EITHER PARTY (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Muse is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@musetax.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Muse should be sent to Muse Tax Inc., 119 West 24th Street, New York, NY 10011 (“Notice Address”), with a copy to info@musetax.com. The Notice must sufficiently (i) describe the nature and factual basis of the claim or dispute, (ii) set forth the specific relief sought, (iii) identify yourself by name, address, email address and other identifying information that may be necessary for Muse to verify your account, (iv) be sent by or on behalf of you individually, and not as a part of a collective or mass notice of a dispute that is combined with a Notice for or on behalf of any other party, and (v) be sent within one (1) year of any dispute arising under this Agreement. If Muse and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Muse may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Muse or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Muse is entitled.
d. Arbitration Procedures
You agree that arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including in accordance with the AAA’s Consumer Arbitration Rules, and with the AAA Mass Arbitration Supplementary Rules in the instance that twenty-five (25) or more similar arbitration demands are received by Muse (collectively, the “AAA Rules”), except as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Muse and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Muse agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Coordinated Claims
If twenty-five (25) or more similar arbitration demands are filed on behalf of persons represented by the same or coordinated counsel, or the claims are reasonably expected to be coordinated given the similar nature of the claims, the claims shall proceed in arbitration in a coordinated proceeding. Muse and counsel for claimants shall each select ten (10) claims to proceed in arbitration in a bellwether proceeding before the same arbitrator(s) to promote efficiency and cost savings for the parties. The remaining claims shall not be filed in arbitration and shall be tolled from the date notice is given until the arbitration is terminated, the parties settle, the bellwether claimants opt out of arbitration, the claimants opt out of mediation, or you opt-out of the coordinated proceedings, whichever event is earliest. If following the bellwether arbitration any claims still remain and have not been withdrawn or otherwise resolved, the results of the bellwether proceedings shall be given to a mediator who the parties jointly select. The mediator shall conduct a global mediation so that the parties may attempt to resolve all remaining claims. If the global mediation is unsuccessful, the parties shall each select another thirty (20) claims to proceed in a second bellwether proceeding, and (if necessary) subsequent mediation (subject to any modifications jointly agreed upon by the parties in writing). If the parties fail to reach a global settlement, claimants may proceed to individual arbitration. If the parties reach a global settlement, claimants may choose to opt out of this settlement and proceed to individual arbitration or asset claims in small claims court, if eligible.
f. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Muse or you under the AAA Rules, Muse and you shall split them equally, provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Muse will advance or pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Muse will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive compared to the costs of litigation. Any payment of attorneys’ fees will be governed by the AAA Rules, applicable law, and this Arbitration Agreement.
g. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
h. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
i. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Muse agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Muse written notice within thirty (30) calendar days of the change to the Notice Address or email address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
20. Dispute Resolution by Binding Arbitration – For Users Entering Into These Terms on Behalf of an Entity
You and Muse intend that these Terms and any Additional Terms are to be construed and enforced in accordance with the laws of the State of New York without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of these Terms or any Additional Terms. Any dispute, claim, or controversy arising out of or relating in any way to these Terms or any Additional Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined through confidential binding arbitration in New York, New York before one arbitrator. The confidential binding arbitration shall be administered by AAA pursuant to its Commercial Arbitration Rules, and you and Muse shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction.
21. Contact Us
Please direct any questions, complaints or claims to: Muse Tax Inc., 119 West 24th Street, New York, NY 10011, info@musetax.com.