Terms And Conditions
Effective Date: April 20, 2026
OVERVIEW
Welcome to MUSETOPIA! The terms "we", "us" and "our" refer to MUSETOPIA, the platform operator.
Musetopia provides an independent e-commerce platform that allows third-party merchants to establish and operate their own online stores. Musetopia also offers branded products through its own store operated on the same platform (hereinafter referred to as the “Platform” or the “Service”). In connection therewith, Musetopia provides all related information, content, features, tools, products, and services designed to deliver a curated shopping experience to you (the “Customer”). The Platform is technically powered by Shopify, which enables us to provide you with the necessary platform infrastructure and services.
The below terms and conditions, together with any policies referenced herein (these “Terms of Service” or “Terms”) describe your rights and responsibilities when you use the Services.
Please take some time to review these Terms for our Services. By accessing or using the Services, including purchasing any products through the Services, you represent, warrant, understand and agree: (1) to accept, comply with, and be bound by these Terms; (2) that you have the right, authority, and capacity to abide by these Terms; (3) to comply with all applicable laws, rules and regulations concerning your access to and use of the Services; and (4) you represent and warrant that you are at least eighteen (18) years of age, and are otherwise legally qualified to enter into and form contracts under applicable law.
If you are using TOPIA’s Services on behalf of a business entity, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that business entity. Certain services may be subject to additional terms, guidelines or rules, which will be available in conjunction with those relevant services, and those additional terms will become part of these Terms when you use those services.
By visiting, interacting with or using our Services, you agree to be bound by these Terms of Service and our Privacy Policy [https://musetopia.co/pages/privacy-policy]. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access our Services.
PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND MUSETOPIA. AMONG OTHER THINGS, IT INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. IT ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS AGREEMENT CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
SECTION 1 - ACCESS AND ACCOUNT
To use the Service, you may be required to create a Musetopia user account (“User Account”), which will be used to access or browse our online platform and to purchase any products or services offered on the Platform by Musetopia’s own branded business and/or independent third-party merchants. You may be asked to provide certain information, including but not limited to your email address, billing information, payment information, and shipping information. You hereby represent and warrant that all information you provide is accurate, current, and complete, and that you possess all rights necessary to provide such information.
You are solely responsible for maintaining the security of your account credentials and for all of your account activity. You may not transfer, sell, assign, or license your account to any other person. In no event will we be liable for any loss, theft or fraudulent use of your User Account.
When interacting with others via the Services, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. You are solely responsible for your interactions with any other parties with whom you interact; provided, however, that MUSETOPIA reserves the right, but has no obligation, to provide support in the event of disputes between you and any Third-Party Merchant or other users of the Services. YOU AGREE THAT NEITHER TOPIA NOR ITS LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY THIRD-PARTY OR OTHER USER OF THE SERVICES, AND THAT MUSETOPIA MAKES NO REPRESENTATIONS WITH RESPECT TO YOUR INTERACTIONS WITH THEM.
SECTION 2 - PRODUCTS OFFERED ON THE PLATFORM
Products displayed on the Platform are offered and sold by Musetopia or independent third-party merchants. Each third-party merchant operates its store independently and assumes full responsibility for the products it lists and sells. The Platform shall clearly label stores operated by third-party merchants accordingly.
We have made every effort to display product information accurately. However, please note that colors or product appearance may differ from how they may appear on your screen due to device type, settings and configuration.
MUSETOPIA does not warrant that the appearance, quality, legality, safety or fitness for purpose of any products sold by third-party merchants will meet your expectations or be the same as depicted. Likewise, MUSETOPIA does not warrant the accuracy of customer product ratings, comments or feedback related to third-party merchant products.
Our Platform may contain certain content created by generative artificial intelligence technology, such as model images and product copy. If you find that any AI-generated content on the Site constitutes infringement or is misleading, you may submit your feedback via our complaint channels. We will verify, handle the matter and notify you of the outcome within five (5) business days.
We have exercised reasonable efforts to ensure the compliance of AI-generated content hosted on our Platform. However, for any inadvertent infringement or compliance defects arising from the inherent characteristics of AI technology, we will take prompt rectification measures (including but not limited to removing non-compliant content) upon receipt of relevant notifications. MUSETOPIA shall not be liable for any compensation whatsoever in respect of such circumstances.
All descriptions of products are subject to change at any time without notice at the sole discretion of the applicable merchant. Each third-party merchant reserves the right to discontinue any product at any time and may limit quantities offered.
SECTION 3 - ORDERS
When you place an order for products from a third-party merchant, you are making an offer to purchase directly from that independent third-party merchant.
MUSETOPIA acts solely as a platform intermediary and is not a party to the sales contract between you and the merchant.
Each merchant reserves the right to accept or decline your order for any reason at its discretion. Your order is not accepted until the merchant confirms acceptance. Payment must be received and processed before an order is deemed accepted.
Please review your order carefully before submitting, as cancellation requests may not be accommodated after acceptance. In the event that an order is not accepted, modified or canceled, we or the merchant will attempt to notify you using the contact information provided.
Your purchases, returns and exchanges are subject to the applicable merchant’s policies and our Refund Policy, as applicable.
We also may, among other things, restrict orders placed by or under the same customer account, the same credit card and/or orders that use the same billing and/or shipping address. We reserve the right to limit, cancel or prohibit orders that, in our judgment, appear to be placed in violation of this policy.
In addition to the foregoing, MUSETOPIA reserves the right to limit, cancel or prohibit orders made in connection with, appearing to take advantage of, or otherwise reasonably related to:
(i) any malfunction, glitch, or other technological errors occurring on the Site; and
(ii) the use or misuse of any coupon code included in such order.
You represent and warrant that your purchases are for your own personal or household use and not for commercial resale or export.
SECTION 4 - PRICES AND BILLING
Prices, discounts, and promotional activities are set by the applicable third-party merchants or the Platform, and are subject to change at any time without prior notice. The actual selling price of a product shall be the price in effect at the time of your order placement, which will be reflected in your order confirmation.
Unless otherwise expressly stated, posted prices do not include taxes, shipping, handling, customs or import charges.
Prices posted on the Platform may differ from prices offered in physical stores or other online channels operated by third parties. Promotions may be governed by separate terms; if there is a conflict between promotion terms and these Terms, the promotion terms will govern.
You agree to provide current, complete and accurate purchase, payment and account information for all purchases made on the Platform. You agree to promptly update your account and other information so that we and the applicable merchant can complete your transactions and contact you as needed.
You represent and warrant that:
(i) the credit card information you provide is true, correct, and complete;
(ii) you are duly authorized to use such credit card for the purchase;
(iii) charges incurred by you will be honored by your credit card company; and
(iv) you will pay charges incurred at the posted prices, including shipping, handling and applicable taxes.
If you detect an error in your order after payment, you should immediately contact Customer Service to correct the error.
Please note single-day purchase limitations: Customers in the United States cannot currently place order(s) that exceed $800 on a single day.
SECTION 5 - SHIPPING AND DELIVERY
MUSETOPIA is not liable for shipping and delivery delays. All delivery times are estimates only and are not guaranteed.
We are not responsible for delays caused by shipping carriers, customs processing, or events outside our control.
Once products are transferred to the carrier, title and risk of loss pass to you in accordance with the merchant’s terms.
You are responsible for contacting MUSETOPIA within four weeks after ordering a product if the product has not been received. We will investigate claims in a reasonably timely manner.
MUSETOPIA does not accept responsibility for packages reported as delivered by the carrier, or for lost, misplaced, or incorrectly delivered shipments if the address information you provided is incorrect.
Shipping, delivery and related risks for orders and products from third-party merchant stores shall be the sole responsibility of such merchants.
SECTION 6 - INTELLECTUAL PROPERTY
Our Platform and Services (including all trademarks, content, images, graphics, reviews, videos, audio materials, and their design and layout) are owned by Musetopia, its affiliates or licensors, and are protected by U.S. and international intellectual property laws.
Third-party merchants shall independently be responsible for all products, images, text descriptions, promotional materials, and other content uploaded to their stores. They shall ensure such content does not infringe upon the intellectual property rights, portrait rights, reputation rights, or other legitimate rights and interests of any third party, and shall bear full legal and compensatory liabilities arising from infringement, violation of regulations, or false advertising. Third-party merchants retain ownership of their own trademarks, product content, and intellectual property, and are solely responsible for ensuring such content does not infringe the rights of third parties.
These Terms permit you to use the Service for personal, non-commercial purposes only. Without our prior written consent, you may not reproduce, distribute, modify, display, download, or transmit any content on the Platform.
Except as expressly provided in these Terms, no license or rights relating to any patents, trademarks, copyrights, or other intellectual property of Musetopia, Shopify, or any third party are granted or deemed to be granted to you.
The names, logos, and related marks of Musetopia are trademarks of Musetopia (or its affiliates / licensors); the names and logos of Shopify are trademarks of Shopify. All other marks on the Platform are the property of their respective owners, including third-party merchants. You may not use any such marks without prior written permission.
You hereby grant Musetopia a worldwide, perpetual, royalty-free, irrevocable license to use, copy, or incorporate any questions, comments, suggestions, feedback, or other information you provide regarding the Service.
SECTION 7 - OPTIONAL TOOLS
You may be provided with access to customer tools offered by third parties as part of the Services, which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion.
We may also, in the future, offer new features through the Services (including the release of new tools and resources). Such new features shall also be deemed part of the Services and are subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
The Services may contain links to websites or content operated by third parties.
References to third-party brands, products or websites do not constitute an endorsement, sponsorship or recommendation by MUSETOPIA.
We are not responsible for examining or evaluating the content, accuracy, legality or practices of any third-party website.
If you access third-party websites, you do so at your own risk.
We are not liable for any harm or damages related to your use of or interactions with third-party websites.
SECTION 9 - EVENTS BEYOND OUR CONTROL
We will not be liable for any non-compliance or delay in compliance with any of the obligations we assume under the Terms or other contracts when caused by events that are beyond our reasonable control ( “Force Majeure” ). Force Majeure shall include any act, event, failure to exercise, omission or accident that is beyond our reasonable control, including, among others, the following:
• Strike, lockout, or other forms of protest.
• Civil unrest, revolt, invasion, terrorist attack or terrorist threat, war (declared or not) or threat or preparation for war.
• Fire, explosion, storm, flood, earthquake, collapse, epidemic, pandemic, or any other natural disaster.
• Inability to use trains, ships, aircraft, motorized transport, or other means of transport, public or private.
• Inability to use public or private telecommunication systems.
• Acts, decrees, legislation, regulations or restrictions of any government or public authority.
• Strike, failure, or accident in maritime or river transport, postal transport, or any other type of transport.
It shall be understood that our obligations deriving from the Terms or other contracts are suspended during the period in which Force Majeure remains in effect and we will be given an extension of the period in which to fulfil these obligations by an amount of time equal to the time the Force Majeure lasted. We will provide all reasonable resources to end the Force Majeure to the extent we can or to find a solution that enables us to fulfil our obligations under the Terms despite the Force Majeure.
SECTION 10 - RELATIONSHIP WITH SHOPIFY AND THIRD-PARTY MERCHANTS
Musetopia operates as an independent platform operator, with technical support provided by Shopify, which is responsible for the platform’s infrastructure.
When you purchase products from stores operated by third-party merchants, the sales contract is formed directly between you and the independent third-party merchant. When you purchase products under Musetopia’s own brand, the sales contract is formed directly between you and Musetopia.
By using the Service, you acknowledge and agree that Shopify shall not be liable for any sales transactions between you and merchants, including any injury, loss or damage arising from product purchases.
You hereby expressly waive all claims, damages and liabilities against Shopify and its affiliates arising out of or related to your purchases and transactions on the Platform.
SECTION 11 - PRIVACY POLICY
All personal information we collect through the Services is subject to our Privacy Policy, which can be viewed here [https://musetopia.co/pages/privacy-policy], and certain personal information may be subject to Shopify’s Privacy Policy, which can be viewed here:[https://www.shopify.com/legal/privacy]. By using the Services, you acknowledge that you have read these policies.
Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services in order to provide and improve the Services for you. Information you submit to the Services will be transmitted to and shared with Shopify as well as third parties that may be located in other countries than where you reside, in order to provide services to you. Review the privacy policy [https://www.shopify.com/legal/privacy] for more details on how we, Shopify, and our partners use your personal information.
SECTION 12 - FEEDBACK
If you submit, upload, post, email, or otherwise transmit any ideas, suggestions, feedback, reviews, proposals, plans, or other content (collectively, “Feedback”), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute and display such Feedback in any medium for any purpose, including for commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve and promote the Services and to perform our obligations and exercise our rights under the Terms of Service.
You also represent and warrant that: (i) you own or have all necessary rights to all Feedback; (ii) you have disclosed any compensation or incentives received in connection with your submission of Feedback; and (iii) your Feedback will comply with these Terms. We are and shall be under no obligation (1) to maintain your Feedback in confidence; (2) to pay compensation for your Feedback; or (3) to respond to your Feedback.
We may, but have no obligation to, monitor, edit or remove Feedback that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your Feedback will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene Feedback, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party.
SECTION 13 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on or in the Services that contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice (including after you have submitted your order).
SECTION 14 - PROHIBITED USES
You may access and use the Services for lawful purposes only. You may not access or use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (c) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or harm any of our employees or any other person; (e) to transmit false or misleading information; (f) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the these Terms; (g) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (h) to impersonate or attempt to impersonate any other person or entity; or (i) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm MUSETOPIA, Shopify or users of the Services, or expose them to liability.
In addition, you agree not to: (a) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (b) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services; (c) collect or track the personal information of others; (d) spam, phish, pharm, pretext, spider, crawl, or scrape; or (e) interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet. We reserve the right to suspend, disable, or terminate your account at any time, without notice, if we determine that you have violated any part of these Terms.
SECTION 15 - TERMINATION
We may terminate this agreement or your access to the Services (or any part thereof) in our sole discretion at any time without notice, and you will remain liable for all amounts due up to and including the date of termination.
The following sections will continue to apply following any termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver; Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provisions that by their nature should survive termination.
SECTION 16 - DISCLAIMER OF WARRANTIES
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
WHEN YOU PLACE AN ORDER WITH A THIRD-PARTY STORE, MUSETOPIA ACTS SOLELY AS A PLATFORM PROVIDER, DOES NOT PARTICIPATE IN ANY SALES TRANSACTIONS BETWEEN YOU AND THE THIRD-PARTY MERCHANT, AND IS NOT A SELLER, MERCHANT, OR PARTNER THERETO.
EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
MUSETOPIA DOES NOT WARRANT:
the legality, safety, quality or availability of products offered by third-party merchants;
the accuracy or completeness of merchant product listings;
that the Platform will be uninterrupted, timely, secure or error-free.
Some jurisdictions limit implied warranties; the above may not apply to you to the extent prohibited by law.
MUSETOPIA does not claim that the information on the Site is appropriate to your jurisdiction or that the products described on its Site will be available for purchase in all jurisdictions. MUSETOPIA is not responsible for any potential reactions, allergic or otherwise, that you experience when purchasing our products. Our products comply with all required federal and local regulations as to fabric content. If you have questions about particular fabrics and potential allergies, we suggest you consult with your physician before making a purchase via the TOPIA Website.
SECTION 17 - LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL MUSETOPIA, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
You agree that your use of MUSETOPIA’s Services is at your sole risk. You will not hold us or our licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of MUSETOPIA’s Services, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. MUSETOPIA’s Services may contain bugs, errors, problems, or other limitations.
TO THE FULLEST EXTENT PERMITTED BY LAW:
MUSETOPIA SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM PRODUCTS SOLD BY THIRD-PARTY MERCHANTS, INCLUDING PRODUCT LIABILITY, PERSONAL INJURY, PROPERTY DAMAGE OR BREACH OF CONTRACT RELATING TO SUCH PRODUCTS.
MUSETOPIA’s total aggregate liability for any claims related to the Platform shall not exceed the greater of:
(i) the total fees paid by you to MUSETOPIA (if any) in the twelve months preceding the claim; or
(ii) $50.
This limitation does not apply to:
death or personal injury caused by MUSETOPIA’s negligence;
fraud or fraudulent misrepresentation by MUSETOPIA.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MUSETOPIA AND YOU.
SECTION 18 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless MUSETOPIA, Shopify, and our respective affiliates, officers, directors, employees, agents and contractors from all claims, damages, losses and expenses (including attorneys’ fees) arising from:
(1) your breach of these Terms;
(2) your violation of applicable law or third-party rights;
(3) your use of the Platform and transactions with third-party merchants.
We will notify you of any indemnifiable claim, provided that a failure to promptly notify will not relieve you of your obligations unless you are materially prejudiced. We may control the defense and settlement of such claim at your expense, including choice of counsel, but will not settle any claim requiring non-monetary obligations from you without your consent (not to be unreasonably withheld). You will cooperate in the defense of indemnified claims, including by providing relevant documents.
SECTION 19 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 20 - WAIVER; ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 21 - ASSIGNMENT
You may not delegate, transfer or assign this Agreement or any of your rights or obligations under these Terms without our prior written consent, and any such attempt will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you.
SECTION 22 - LEGAL DISPUTES AND ARBITRATION AGREEMENT FOR USERS
PLEASE READ THE FOLLOWING CLAUSES CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
22.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and MUSETOPIA agree that any dispute, claim, disagreement arising out of or relating in any way to your access to or use of the Site, App, Services or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each a “Dispute” ), will be resolved by binding arbitration, rather than in court, except that (i) you and MUSETOPIA may assert claims or seek relief in a small claims court if such claims qualify and remain in small claims court; and (ii) you and MUSETOPIA may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
22.2 Waiver of Jury Trial. YOU AND MUSETOPIA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MUSETOPIA are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the paragraph entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.
22.3 Class Action Waiver. YOU AND MUSETOPIA AGREE THAT, EXCEPT AS SPECIFIED IN THE PARAGRAPH ENTITLED “BATCH ARBITRATION” BELOW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. This means that you may not seek relief on behalf of any other parties in arbitration. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this paragraph, “Class Action Waiver” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and MUSETOPIA agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued in the courts indicated in paragraph 22.12 below. All other Disputes shall be arbitrated or litigated in small claims court. This paragraph does not prevent you or MUSETOPIA from participating in a class-wide settlement of claims.
22.4 Informal Dispute Resolution. You and MUSETOPIA agree to try to resolve any Dispute informally before resorting to arbitration. You and MUSETOPIA therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ( “Informal Dispute Resolution Conference” ). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ( “Notice” ), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to MUSETOPIA that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to us customerservice@musetech.group. or regular mail to Hong Kong Shandi Zhiyi Technology Limited, Unit 04-05, 16th Floor, Bohui Building, 54-62 Lockhart Road, Wan Chai, Hong Kong. Notice to you will be sent to the address or email address associated with your account or to your publicly available address or email address if you do not have an account with us. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
22.5 Arbitration Procedures. You and MUSETOPIA agree that this Arbitration Agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., applies. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and MUSETOPIA agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other Disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any arbitration of a Dispute relating to your access to or use of the Site, the App, or Services, any products sold or distributed through the Site or the App primarily for personal, family or household purposes shall also be subject to the allocation of arbitration costs and other requirements of the JAMS’ policy regarding Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness available at https://www.jamsadr.com/consumer-minimum-standards/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Arbitration Rules. If there is a conflict between the JAMS rules and this Arbitration Agreement, this Arbitration Agreement shall control.
22.6 A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request” ). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. To initiate arbitration, you must send the Request to Hong Kong Shandi Zhiyi Technology Limited, Unit 04-05, 16th Floor, Bohui Building, 54-62 Lockhart Road, Wan Chai, Hong Kong. If we initiate arbitration, we will send the Request to the address or email address associated with your account or to your publicly available address or email address if you do not have an account with us. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Unless you and MUSETOPIA otherwise agree, or the Batch Arbitration process discussed below is triggered, the arbitration will be conducted in the county where you reside.
22.7 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and MUSETOPIA agree that in the event that there are twenty five (25) or more individual Requests of a substantially similar nature filed against MUSETOPIA by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ( “Batch Arbitration” ). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ( “Administrative Arbitrator” ). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by MUSETOPIA. You and MUSETOPIA agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
22.8 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the paragraph entitled “Class Action Waiver,” including any claim that that same paragraph is unenforceable, illegal, void or voidable, or that it has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the paragraph entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
22.9 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to us customerservice@musetech.group within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. If the Dispute is not covered by any arbitration agreement between you and us, it shall proceed before the courts indicated in paragraph 22.12 below.
22.10 Invalidity, Expiration. Except as provided in the paragraph entitled “Class Action Waiver”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with MUSETOPIA as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
22.11 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if MUSETOPIA makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to MUSETOPIA at Hong Kong Shandi Zhiyi Technology Limited, Unit 04-05, 16th Floor, Bohui Building, 54-62 Lockhart Road, Wan Chai, Hong Kong, your continued use of the Site, the App and/or Services, including the acceptance of products and services offered on the Site or App following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site or the App, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. MUSETOPIA will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
22.12 Governing Courts. To the extent that the Dispute is not covered by any arbitration agreement between you and us, it shall proceed before the state or federal courts located in Delaware (except for small claims court actions which may be brought in the county where you reside).
22.13 Confidentiality. The Parties agree that confidential information of either Party disclosed during the arbitration (whether in documents or orally) shall not be used or disclosed except in connection with the arbitration or a proceeding to enforce or vacate the arbitration award, and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
SECTION 23 - LEGAL TERMS
23.1 Assignment. You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without prior written consent. Any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
23.2 Entire Agreement; No Waiver. These Terms, together with our Privacy Policy , and any other legal notices and polices published on the Site or App, shall constitute the entire agreement between you and us concerning the Services, and supersedes all prior terms, agreements, discussions, and writings regarding the Services. If any provision of the Terms is found to be unenforceable, then that provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
23.3 Electronic Communications. The communications between you and MUSETOPIA may take place via electronic means, whether you visit the Services or send MUSETOPIA e-mails, or whether MUSETOPIA posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from MUSETOPIA in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that MUSETOPIA electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ( “E-Sign” ).
23.4 Indemnification. You agree to release, indemnify, and defend the Company and any subsidiaries, affiliates, related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: (1) your use of the Services; (2) your conduct or interactions with other users of the Services, including any Third-Party Sellers; (3) your breach of these Terms. We will notify you promptly of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter. This provision does not require you to indemnify MUSETOPIA for any unconscionable commercial practice by MUSETOPIA or for MUSETOPIA’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder.
23.5 Interpretation. In construing or interpreting the Terms, headings are for convenience only, and not to be considered.
23.6 Applicable Law. These Terms along with your use of the Services and the purchase of products through Services shall be governed by the laws of the State of Delaware, consistent with the federal arbitration act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the agreement.
23.7 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
23.8 Notice. Where MUSETOPIA requires that you provide an e-mail address, you are responsible for providing MUSETOPIA with a valid and current e-mail address. In the event that the e-mail address you provided to MUSETOPIA is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, MUSETOPIA’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to MUSETOPIA to Hong Kong Shandi Zhiyi Technology Limited, Unit 04-05, 16th Floor, Bohui Building, 54-62 Lockhart Road, Wan Chai, Hong Kong ,Such notice shall be deemed given when received by MUSETOPIA’s agent for service of process.
23.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
23.10 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed jurisdiction (currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic), or (b) to anyone designated on, or 50% or more owned or otherwise controlled by persons designated on, any governmental list of prohibited or restricted parties (including, but not limited to, the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List or the U.S. Department of Commerce’s Denied Person’s List or Entity List). By using the Service, you represent and warrant that (i) you are not located in a country or territory that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “state sponsor of terrorism” and (ii) you are not listed on, or 50% or more owned or otherwise controlled by persons designated on, any governmental list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. or other applicable law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons proliferation. You acknowledge and agree that products, services or technology provided by MUSETOPIA are subject to the export control laws and regulations of the United States and other applicable jurisdictions. You shall comply with these laws and regulations and shall not, without prior U.S. or other relevant government authorization, export, re-export, or transfer MUSETOPIA products, services or technology, either directly or indirectly, to any jurisdiction in violation of such laws and regulations.
SECTION 24 - INTELLECTUAL PROPERTY INFRINGEMENT NOTICES
If you believe that content on the Service or linked to the Service infringes your copyright, trademark, or other intellectual property rights, please submit a complaint through our online intellectual property infringement portal. Alternatively, you may send an infringement notice to legal@musetech.group with the subject line "Takedown Request". Any such notice must include the following information:
● A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly infringed.
● Identification of the intellectual property rights claimed to have been infringed, including the corresponding registration numbers and jurisdictions of registration.
● Identification of the material that is claimed to be infringing, including information reasonably sufficient to locate the material on the website or application, with sufficient detail for Musetopia to locate it.
● If the claim involves a design patent, identification of the design patent and its registration number that you allege has been infringed.
● If the claim involves a utility model patent, identification of the utility model patent that you allege has been infringed, together with a court order or judgment supporting your allegation.
● Your full legal name, company affiliation (if any), mailing address, telephone number, and email address.
● A statement that you have a good-faith belief that the use of the allegedly infringing material is not authorized by the intellectual property owner, its agent, or the law.
● A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the intellectual property owner or are authorized to act on behalf of the owner.
Upon receipt of such a notice, we will investigate the relevant product information or content. We reserve the right to remove or disable access to the material or disable any related links; notify the allegedly infringing party that we have removed or disabled access to the relevant material; and terminate access and use privileges of any user or third-party seller that infringes the intellectual property rights of Musetopia or others, or as otherwise provided in this Agreement or our policies.
SECTION 25 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time on this page.
We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. We will notify you of any material changes to these Terms in accordance with applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 26 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at customerservice@musetech.group.
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