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Terms of Service

Effective July 4, 2014

These Terms of Service govern your use of the Muster service (the "Service") by Meridien Media, LLC ("Muster" or "we" or "our" or "us"), and your use is conditioned on your acceptance of these terms. Your acceptance creates a binding agreement between you and Muster, (the "Agreement").

The Service is delivered via our web application and related communications, such as via email or other messaging or communication channels.

You affirm that you are at least eighteen years of age acting on your own behalf, or that you are authorized to act on behalf of an entity.

Your use of the Service is subject to our Privacy Policy, which may be amended, and the terms and conditions in other agreements between you and Muster, and applicable agreements with related third parties.

If you do not accept this Agreement, or later retract your agreement, you agree to stop accessing or using the Service by any means and through any channel(s). Any rejection of this Agreement in whole or in part voids all service agreements or reliance interests with respect to Muster.

In the event of a conflict between this Agreement and other relevant contracts or policies, the conflict shall be resolved in favor of the terms that more specifically address the particular question in controversy.

1. We reserve the right to change the terms of this Agreement, or privacy policy, and other terms and conditions. When we make changes, we will ask you to accept or reject the changes. If you do not accept the changes, you agree that we may discontinue your access to the site and the Service. You agree that any such discontinuation will be without harm or prejudice to you. This Agreement or its latest version is in effect when you accept it, and remains in effect for so long as you access, use, or in any way use the Service. In all cases, your continued use is subject to this Agreement’s terms.

2. All use of the Service is subject to the terms of this Agreement, including this "Use Policy." There may be penalties for violating the Use Policy up to the termination of your access to the Service, termination of your account, and legal action. Each term of the Use Policy expressly also applies to the use of the Service by your Users.

3. The Service may only be used for lawful purposes. You cannot post, transmit, promote, distribute, store, or otherwise use the Service or any content that could subject you or us to any liability. You may not use the Service in any way that would violate any law or regulation, including laws that govern the distribution of e-mail.

4. Prohibited conduct includes advertising or promoting any illegal activity; using false statements to obtain, or attempt to obtain, account information or other private information from other persons, including other Service users; and posting content that defames, abuses, or threatens harm to another person.

5. The determination of whether your conduct or content is objectionable or problematic shall be made by Muster, in its discretion. Examples of conduct or content that violates these terms include, but are not limited to, content or conduct that is pornographic, vulgar, or otherwise obscene; content or conduct that is racially or ethnically offensive; and harassing, abusing, threatening, or stalking any other person, whether or not such conduct constitutes a crime or is subject to civil liability.

6. Cancellation of Your Service. See Your Account Dashboard for applicable cancellation policies.

7. The complete list and descriptions for all services offered is posted on Muster’ website (https://www.Muster.com). We reserve the right to modify our services from time to time upon thirty (30) calendar days’ notice. Your continued use of the Service after that notice

8. Identification of Muster. Muster has the right to insert its name, an image, and/or a link at the bottom of each e-mail, webpage, or other communication or medium related to the Service. We may also include a tagline or other short statement indicating that Muster provides the services that distributed a given communication (e.g., "Powered by Muster"), or a Muster logo.

9. You agree not to use information, materials, or other content that are protected by copyright, trademark, trade secret, non-disclosure or confidentiality agreements, or other intellectual property protections without the express written consent of the owner.

10. You may send bulk e-mail, but you may not send unsolicited communications ("spam") to any recipient that has not affirmatively opted-in to receiving such communications from you. In addition to the requirements and limitations of this Agreement, you must comply with all applicable laws and regulations governing the transmission of e-mail, including but not limited to the CAN-SPAM Act of 2003.

11. You must maintain a record of your consent to use and email opt-in for each e-mail address that you or your Users entered into the Service. You must provide all such Audit Information requested by Muster within ten (10) calendar days from the date of Muster’ request.

12. If Muster does not already provide an unsubscribe link, you must include a link in each e-mail sent through the Service that provides an automatic and functional method for a recipient to unsubscribe from your email list.

13. You cannot use the Service, software, or hardware in a way that compromises the security of the Service or unreasonably disrupts the normal use or operation of the Service.

14. You agree to protect all usernames, passwords, and all other login or access information usable to access any part of the Service using a high degree of diligence and care. You cannot allow any person other than your employees or other authorized agents to view or access password-areas of the Service. You must immediately notify Muster if you believe that any password or other access data may have been compromised or that the Service has become otherwise available to unauthorized third parties.

15. Anyone with whom you share your log-in information will be considered by us to be authorized to use your Account and the Services. You agree to inform all such users of your account that they are bound by these terms.

16. Only those users and authorized representatives according to the account management data provided by you are entitled to contact Muster for customer support.

17. Pricing. For our pricing, please see our offerings, service levels, and pricing at our plans and pricing page: https://www.muster.com/pricing. If you opt to include add-on services for which we coordinate with third parties, you will be responsible to pay such fees as part of the overall cost of your services. We will disclose to you the best pricing information we have from such third parties, but you agree that we do not control third-party pricing. You understand and agree that prices are subject to change.

18. Confidentiality. You agree to use at a high degree of diligence and care to protect Muster’s non-public information obtained pursuant to or as a result of your use of the Service. You may not use, disseminate, or disclose our non-public information or that of any other user of the Service, to any third-party, for any purpose other than performing the obligations or receiving the benefits of the Service, or as required by law, permitted by this Agreement.

19. Muster’s non-public information and all of its intellectual property will remain the sole property of Muster regardless of your access, use, and/or knowledge of any of it.

20. Content You Upload and Use. You represent and agree, on behalf of yourself and all other users of your account, that you have and will continue to have rights to upload, use, copy, and distribute any and all content that you upload, use, copy, and distribute in connection with the Service.

21. We will back up the data that you have stored on the Service on a regular basis. Although we make every effort to ensure your data will be available for restoration, we do not guarantee it. It is your responsibility to back up your own data to ensure recoverability.

22. Export Regulations. You warrant that you will comply with all domestic and international export laws, regulations, and other controls that apply to the distribution, development, users, and use of the Service, including the U.S Department of Commerce’s Export Administration Regulations, programs of the U.S. Treasury Department’s Office of Foreign Assets Control, and all other applicable laws, regulations, and protocols.

23. It is your responsibility to know and to follow the rules are in the countries in which you operate and to which you direct your activities and into which you send any form of communication through the Service.

24. Enforcement by Muster. Muster may enforce the terms of this Agreement at our discretion, and we reserve the right to make the determination with that discretion as to whether your conduct or content violates this Agreement or otherwise places undue burdens on the Service or other users, or creates excessive risk for Muster. Our failure to enforce this Agreement shall not constitute a waiver of any conduct by you or any others that precedes such failure. Our election of a remedy or remedies does not require the exclusion of any other remedies.

25. Actions. We may immediately take any or all of the following enforcement actions:

  • Suspend Access. Muster may suspend your access to and operation of the Service, except that in the case of a failure to comply with the Payment Terms, Muster has the option to either
  • Impose late fees or other fees pursuant to our pricing policies, or to compensate Muster for costs of any non-compliance with this Agreement or other harmful behaviors by you
  • Suspend your access to and operation of the Service
  • Remove any content and terminate the distribution of any communications

Muster may, in its sole and complete discretion, later restore access to the Service and/or access to your content if still available to Muster.

26. License to Muster. You grant to Muster a non-exclusive, world-wide, royalty-free license to reproduce, distribute, and otherwise use the following in our marketing materials: your name; the name of any organization related to your Account; your trademarks, service marks, and other indicia of ownership; and e-mails, web pages, and other communications stored, generated, or transmitted by the Service (collectively, "Licensed Information"). This grant includes reproductions, distributions, and uses of Licensed Information in print and electronic forms, as well as making Licensed Information available on the Internet for viewing or downloading, but does not include the right for Muster to reproduce, distribute, or otherwise use your Lists except as provided by this Agreement. You retain such ownership interests in Licensed Information, subject to this license, as you would otherwise hold.

27. Assignment and Delegation. You may not assign your rights or delegate your duties under this Agreement without our prior written approval. Muster may assign its rights and delegate its duties under this Agreement to such successors in business, successors in interest, or licensees as Muster may deem appropriate.

28. Copyright Owners, Notice and Takedown If you are a copyright owner or an agent thereof and you believe that any content or link on the Site infringes upon your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent the following information in writing:

  • Your physical or electronic signature;
  • Identification of the copyrighted work(s) at issue;
  • Identification of the material that you claim is infringing that copyrighted work, with specific internal URLs sufficient to permit us to locate that material;
  • Information to permit our DMCA agent to contact you, including address, telephone number and email address, together with a statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and that, under penalty of perjury, you are either the owner or that you are authorized to act on behalf of the owner of the copyright you allege to be infringed.

You acknowledge and agree that if you fail to comply with all of the requirements listed, your DMCA notice may not be valid.

DMCA AGENT

DMCA notices should go to our DMCA Agent, who is Jim Schettine, c/o Meridien Media at 2302 E. Cary Street Richmond, VA 23223, or at dmca@muster.com

29. DMCA Counter-Notification

A Site user who has uploaded or posted materials that become the subject of a DMCA notice as described above may supply a counter-notification. The owner of an affected page or account, or the provider of affected content on one of our services may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DCMA. We will review such counter-notifications and may thereafter reinstate the challenged posts or material.

To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by the DMCA. Please note that you will be liable for damages if you misrepresent that infringing content or an activity is not infringing. If you are not sure whether certain material infringes the copyrights of others, please contact a lawyer.

30. Disputes

Arbitration. All controversies, claims, and disputes arising out of or related to this Agreement or the Service shall be submitted to binding arbitration in Richmond, Virginia in accordance with the rules of the American Arbitration Association (AAA) and subject to the substantive law of the Commonwealth of Virginia where AAA rules do not apply (except as to choice-of-law principles). Awards resulting from the arbitration required under this section may be entered as judgments in any court having jurisdiction. Costs. The losing party in the arbitration shall bear the costs of the arbitration unless no losing party is designated, in which case each party will bear its own costs, including its own attorneys fees.

31. Indemnification.

  • By You. You will indemnify Muster and any contractors, agents, employees, officers, directors, shareholders, and affiliates that we may use to provide your Service Level for any losses, liabilities, damages, expenses, and costs, including reasonable attorney fees, resulting from any claim or demand by third parties arising out of or related to any negligent or otherwise wrongful act committed by you or on your behalf, including breach of this Agreement and any violation of international laws or regulations related to your use of the Service.
  • By Muster. Muster will indemnify you for any losses, damages, or costs, including reasonable attorney fees, resulting from any claim or demand by third parties arising out of or related to any negligent or otherwise wrongful performance of this Agreement by us.

The party seeking indemnification shall (a) notify the indemnifying party in writing of any claim or demand for which it seeks indemnification ("Claim"), within 30 days of its knowledge of the Claim; (b) give the indemnifying party all opportunity and authority to defend, settle, or defend the Claim; (c) provide the indemnifying party all reasonably requested assistance related to the Claim, at the indemnifying party’s expense. If the indemnifying party settles a Claim, such settlement shall not impose any obligation, limitation, admission, or liability on the indemnified party without the indemnified party’s prior written consent.

32. Waiver of Damages. Muster is not liable to you or any purported third-party beneficiary of this Agreement for any damages, fees, or costs arising out of, or related to, your use or inability to use the Service, including without limitation, attorneys’ fees; damages from lost profits; the procurement of substitute goods; lost good will; and special, consequential, or incidental damages of any type and arising under any theory—except as expressly provided by this Agreement or as required by law. This waiver of damages applies even if you have advised us of the possibility of such damages.

33. Notices. All notices to you described in this Agreement will be deemed effective when sent to the email address you provided to us when you signed up for the Service, or another email address that you have included in the contact information you have given us. Any notice to us will be deemed effected when delivered to the physical address listed on our website (http://www.Muster.com) for our corporate office.

34. Entire Agreement. This Agreement constitutes the entire agreement between you and Muster regarding your use of the Service. This Agreement supersedes any prior proposals, agreements, and other communications between you and Muster, to the extent that the prior communications relate to your use of the Service and/or the subject matter of this Agreement.

35. Survival of Terms. All provisions that by their sense, context, or effect the parties intend to survive the termination of this Agreement shall survive the termination of this Agreement for any reason, including the confidentiality provisions set forth in this Agreement.

36. Severability. If any part or parts of this Agreement are found by a court to be invalid or unenforceable, the remaining parts will continue to be valid and enforceable. A court may reform any provision deemed invalid or unenforceable in order to affect this Agreement’s expressed intentions.

37. Governing Law. The laws of the Commonwealth of Virginia shall govern this Agreement except as to choice-of-law principles, which shall be governed by this Agreement.

38. Third-party Beneficiaries. No company or person shall be a third-party beneficiary to this Agreement.

39. Independent Contractor. Muster is an independent contractor for you. This Agreement does not create a joint venture, partnership, or principal-agent relationship.