Please read the following terms and conditions of the service. If you do not want to be bound by these terms and conditions, do not accept the service. We want the terms and conditions to meet your needs and the needs of our other Merchants, and we expect that these terms and conditions will evolve over time. We will post the Terms and Conditions, including any changes, on the UnlimitedMUSE Website located at https://unlimitedmuse.com/merchant-terms-and-conditions/ and we ask that you periodically review them. Your continued use of the service will constitute acceptance of any changes to the terms and conditions. This agreement becomes effective on the date it is accepted by UnlimitedMUSE.
1. Definitions
When used in this agreement, the following definitions apply:
2. Website Pricing Options
The default minimum price that you can charge is $2.95 per transaction. The default maximum is $399.99 per transaction. Any exceptions must be applied for in writing to UnlimitedMUSE, and may or may not be accepted based solely on UnlimitedMUSE’s discretion.
3. Services
The services covered by this agreement include all services offered by UnlimitedMUSE’s payment processing and related services. UnlimitedMUSE reserves the right to stop allowing you to use these services if in UnlimitedMUSE’s judgment they are contributing to violations of UnlimitedMUSE’s Acceptable Use Policies (AUP) or high volumes of negative transactions or Consumer complaints. UnlimitedMUSE reserves the right to begin charging for these services upon thirty (30) days written notice to the contact information that we have on file for you, and UnlimitedMUSE also reserves the right to offer new services that are not covered by this agreement, and to charge you extra if you choose to use them.
In order to provide the highest level of service to all UnlimitedMUSE’s Merchants, data provided by Consumers for transaction processing will be combined with data from all UnlimitedMUSE’s’ Merchants. The combined database will be used for risk analysis of your and all other Merchants’ transactions. Ownership of the combined database remains with UnlimitedMUSE. Credit card information from UnlimitedMUSE’s database will not be provided to you or any other party during this agreement or upon termination of this agreement. You are responsible for maintaining a record of all consumer information for your own use as well as for backup in the event of a system failure that requires restoration.
Any unauthorized attempt to gain access to UnlimitedMUSE’s database or systems by you, or anyone directly or indirectly associated or related to you, however remotely, will constitute a material breach of this agreement. In the event of any such attempt to gain access, UnlimitedMUSE may immediately terminate this agreement, and you will immediately return to UnlimitedMUSE all copies of any information obtained by this access.
4. Tangible Products Sales
UnlimitedMUSE agrees to permit Merchant to submit transactions for tangible Products, and Merchant agrees to submit transactions for the sale of tangible Products subject to the terms of this Agreement, the attached policies (Exhibit B) and the attached addition to UnlimitedMUSE’s standard AUP (Exhibit A).
Merchant acknowledges and agrees that it will not use UnlimitedMUSE’s systems for any purpose that is illegal.
5. Fees
UnlimitedMUSE shall charge, and Merchant agrees to pay, the fees set forth in Schedule 1 attached hereto for the services provided by UnlimitedMUSE. UnlimitedMUSE shall have the right to change the fees stated herein upon providing notice to Merchants at least 10 days prior to the effective date of such changes. UnlimitedMUSE will deduct this fee from your funds before payment to you.
In addition to the fee, UnlimitedMUSE shall hold a security deposit for a default minimum of six months as set forth in Schedule 2 attached hereto. UnlimitedMUSE may increase its security deposit requirements, at any time, if in UnlimitedMUSE’s sole discretion it is necessary to cover potential refunds, ACH returned items, chargebacks, Consumer disputes, and/ or fines or penalties imposed directly or indirectly on UnlimitedMUSE.
If UnlimitedMUSE is penalized by its providers for chargebacks, refunds, or returned checks arising from UnlimitedMUSE’s processing transactions for your indirect or direct activity, UnlimitedMUSE may at any time and at its discretion pass through to you actual amount of the penalty per item. UnlimitedMUSE’s waiver of this paragraph for any period of time does not constitute forfeiture of UnlimitedMUSE’s right to impose the application of the penalties retroactively or for that period of time. You acknowledge that the card associations and regulatory agencies may apply chargebacks and fines retroactively and that UnlimitedMUSE must retain that right as well. In the event a flat amount penalty is assessed against UnlimitedMUSE as opposed to a per transaction penalty, UnlimitedMUSE may at its sole discretion prorate the flat amount among those Merchants that UnlimitedMUSE at its sole discretion deems to have been the cause of the penalty.
6. Payment
In order to receive payments a signed copy of this contract must be received by UnlimitedMUSE. You may fax the signed agreement to +49 211 5580249. You agree by clicking to accept these Terms & Conditions at the end of this contract that UnlimitedMUSE may withhold payments on new accounts until the signed contract is accepted and verified by UnlimitedMUSE.
UnlimitedMUSE will issue payment to you on a weekly basis. The payment made will be for the net amount of the Consumer charges for the week ending on Saturday, one week prior to the week the payment is issued. While UnlimitedMUSE will make reasonable effort to make payment on Monday, if there are unusual circumstances such as delays in UnlimitedMUSE receiving payment from banks, holidays, or system failures, UnlimitedMUSE will make payment as soon after Monday as possible.
The net amount of payment will be the amount of Consumer charges minus UnlimitedMUSE fees, security deposit, and refunds not processed in previous payments, chargebacks, ACH returned items, payment delivery fees, taxes, penalties, and any additional security deposit amounts. UnlimitedMUSE reserves the right to charge any of these deductions against the security deposit and to require you to replenish the security deposit to a level deemed appropriate solely by UnlimitedMUSE or its Acquiring Bank.
In order to resolve complaints and disputes, you agree that UnlimitedMUSE may issue refunds without your knowledge or approval in any situation UnlimitedMUSE thinks is appropriate. UnlimitedMUSE may also include the Consumer in its database of blocked accounts if there is an indication of fraud or inappropriate use of the Consumer’s information by the Consumer or anyone else.
7. Cancellation
You and UnlimitedMUSE can cancel this agreement at any time with 10 days written notice. Email and telephone are not acceptable forms of notice. UnlimitedMUSE also has the right to cancel this agreement without notice, if you violate the terms of this agreement, or UnlimitedMUSE’s Acceptable Use Policies (AUP). UnlimitedMUSE’s AUP is available on its website. UnlimitedMUSE will change its AUP from time to time and it is your responsibility to check it often to make sure you are in compliance. In cases of minor violations, UnlimitedMUSE will give you an opportunity to become compliant, but UnlimitedMUSE can cancel this agreement or take any other action UnlimitedMUSE feels is appropriate if you do not comply. Serious violations by you or any of your referrers or upon notification by any of the card associations or regulatory agencies to discontinue accepting transactions will result in UnlimitedMUSE canceling this agreement immediately.
During the term of this Agreement or in the event that you cancel this Agreement, you agree that for a period of one year following such cancellation you will not attempt to circumvent UnlimitedMUSE by utilizing any of UnlimitedMUSE’s acquirers or service providers for processing transactions for your websites.
UnlimitedMUSE may terminate either (a) this Agreement, (b) any service or (c) both, immediately, if you are the subject of a bankruptcy order, become insolvent, make any arrangement or composition with or assignment for the benefit of creditors, go into voluntary or compulsory liquidation, have a receiver or administrator appointed over your assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to you.
Upon cancellation/termination of your account, UnlimitedMUSE will hold all funds due to you for a minimum of six months as reserve for possible refunds, returned checks and chargebacks.
8. Merchant Obligations
Merchant acknowledges its responsibility as the consumer facing entity. Merchant is solely responsible for delivery of products and is liable to the consumer for all fulfillment obligations. You agree to use UnlimitedMUSE’s services for the sale of legal goods and services. Without UnlimitedMUSE’s prior written approval, you will not use UnlimitedMUSE’s services for the sale of goods not previously approved by UnlimitedMUSE. You also agree to abide by the Terms and Conditions of this agreement and UnlimitedMUSE’s Acceptable Use Policies (AUP). UnlimitedMUSE reserves the right to manually or electronically review your Store Front(s) to ensure there are no violations of the Terms and Condition or the AUP.
On UnlimitedMUSE’s consumer signup page for your Store Front, UnlimitedMUSE will plainly show the Consumer the price(s) you are charging and all terms and conditions of the purchase. If this agreement is terminated by either you or UnlimitedMUSE for any reason, you must leave the ability for Consumers to cancel their purchases through UnlimitedMUSE’s services until there are no more active transactions. If you do not do this, or if in UnlimitedMUSE’s judgment there will be excessive chargebacks, or ACH returned items, UnlimitedMUSE will immediately issue refunds to your Consumers, and hold all payments and reserves until such time as UnlimitedMUSE is convinced that there will be no further refunds and/or chargebacks. The minimum time that UnlimitedMUSE will withhold payment is six months.
You will always maintain the ability to respond to your Consumer’s product related inquiries and try to resolve issues amicably. If, in UnlimitedMUSE’s opinion Consumer complaints and/or chargebacks are excessive, UnlimitedMUSE may choose to cancel this agreement and you agree to immediately reimburse to UnlimitedMUSE all its expenses related to chargebacks and refunds.
You may change the prices for your Store Front whenever you want. The correctness, functionality, and accuracy of these changes are your responsibility regardless of who makes them.
UnlimitedMUSE’s employees have entered into an agreement to protect UnlimitedMUSE’s confidential and trade secret information even after their employment. You agree that it would be difficult for UnlimitedMUSE to enforce this agreement if you were to hire an employee or a former employee and it would be difficult for the employee to abide by the terms of the agreement. You therefore agree that you will not hire or enter into a contract of any kind with a current or former UnlimitedMUSE/CWIE employee for a period of 24 months following the effective date of that employee’s last date of employment with CWIE/UnlimitedMUSE or any company affiliated with UnlimitedMUSE or CWIE without UnlimitedMUSE’s written prior approval.
9. SECURITY
The Merchant is responsible for all use of their account(s) and confidentiality of password(s), including choosing safe passwords and ensuring file protections are set correctly. UnlimitedMUSE will suspend or change access to your UnlimitedMUSE Merchant account(s) immediately upon notification by you that your password has been lost, stolen or otherwise compromised. UnlimitedMUSE is not liable for any usage and or charges prior to UnlimitedMUSE making the necessary account alteration.
10. MERCHANT NON-TRANSFERABILITY OF ACCOUNT
The right to use UnlimitedMUSE’s payment processing service is not transferable. Use of UnlimitedMUSE’s e-commerce and payment processing accounts are expressly limited to the individual or business whose name appears on the Transaction Processing Agreement and ownership of the account cannot be split with multiple individuals. The account holder may choose to add additional authorized users, but the authorization of these users is limited to access to allow for certain changes to the account, and does not include making account ownership changes.
The account holder (principal) agrees to assume responsibility for these authorized users on their UnlimitedMUSE account and any affect that they may have on the account.
11. Authorization
By signing this agreement you are stating that you are the officer and operator of the Store Front(s), are of legal age in the state or country where your business is located to enter in to this agreement, and have obtained all the necessary licenses and certificates required to perform your obligations. You will follow all laws and legal regulations that relate to your business regardless of where those laws and regulations originate, and will comply with any laws and regulations that may apply in the future.
12. Privacy Policy
You understand that unlimitedMUSE’s Merchant Privacy Policy in part reads, “By using UnlimitedMUSE’s services, you agree that we may release information obtained in the course of your use of UnlimitedMUSE’s services when it is believed, in UnlimitedMUSE’s sole and absolute discretion, that the release is appropriate or otherwise necessary to comply with the law, enforce our Agreement, and/or protect the contract and other rights of our Merchants.”
13. Taxes
UnlimitedMUSE and you both agree to pay any and all taxes that are imposed on UnlimitedMUSE or your respective business. If UnlimitedMUSE is required to pay taxes for you, you will immediately reimburse UnlimitedMUSE for those taxes and any fines, penalties and interest, or you agree that UnlimitedMUSE may deduct them from payments to you.
14. Limitations Of Liability
UnlimitedMUSE WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SERVICE, BUT UnlimitedMUSE MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UnlimitedMUSE cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. UnlimitedMUSE will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted, received, or stored on its system. UnlimitedMUSE will not be liable to you or any of your Consumers for any claims or damages which may be suffered by you or your Consumers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, unauthorized access to your website as a result of hackers or password trading, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by UnlimitedMUSE’s fault or negligence. UnlimitedMUSE will not be responsible for your Store Front not being accessible on the Internet due to circumstances not under UnlimitedMUSE’s direct control such as individual Internet user’s own equipment capabilities, limitations, other Internet service provider limitations and/or browser software limitations.
UnlimitedMUSE may discontinue any service, or may require fulfillment of conditions UnlimitedMUSE may choose to impose as a prerequisite for continuing any service upon thirty (30) days’ notice to you. However, UnlimitedMUSE may discontinue service immediately for fraud committed by you or your employees, illegal activity, or violations of its Acceptable Use Policies (AUP) and/or its other policies.
UnlimitedMUSE’s liability to you and any end user of the service or any other of its services is limited to the amount paid to and received by UnlimitedMUSE for service not accepted. In no event will UnlimitedMUSE be liable to you, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if UnlimitedMUSE has been advised of the possibility of such damage.
You agree that UnlimitedMUSE is an Internet Service Provider (“ISP”) under the Digital Millennium Copyright Act (DMCA) and understand that UnlimitedMUSE is required under the DMCA to have you remove any material that another party claims is infringing once UnlimitedMUSE has received, in its sole judgment, a proper notification. You also agree that if you do not comply with a request from UnlimitedMUSE to remove material under the DMCA or for any other reason, UnlimitedMUSE may at its discretion block access to new member signups and renewals and hold all funds until such time as UnlimitedMUSE is certain that the material is removed. UnlimitedMUSE may, at its sole discretion, determine who is an “infringer” and may terminate this agreement without notice to you if UnlimitedMUSE believes you to be a repeat infringer.
15. Indemnification
You are solely responsible for your Store Front, any associated Store Front(s) and all Store Front/website content, for your advertising and promotion, and that of anyone referring others to your Store Front. You are also responsible for insuring that you are the rightful owner or licensee for any copyrighted material, trademarks, or items that appear on your Store Front.
You will take all necessary measures to preclude UnlimitedMUSE from being made a party to any lawsuit or claim regarding the service provided to or by you, or any end user. You hereby agree to indemnify UnlimitedMUSE and hold UnlimitedMUSE harmless from any and all claims of whatever nature brought by any anyone against UnlimitedMUSE in excess of the remedy set forth herein.
You hereby agree to reimburse UnlimitedMUSE for any and all expenses associated with UnlimitedMUSE being involved with any civil, criminal, regulatory or investigatory actions brought by you or against you by anyone, including expenses associated with providing information that UnlimitedMUSE, in its sole discretion, believes it legally must provide or has been authorized by you to provide. You also understand and agree that UnlimitedMUSE will deduct those expenses from monies due to you and you agree to reimburse UnlimitedMUSE for any expense that exceeds what UnlimitedMUSE is able to deduct from your account.
16. Relationship Of Parties
Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Neither party is the agent of the other. UnlimitedMUSE expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
You hereby agree to reimburse UnlimitedMUSE for any and all expenses associated with UnlimitedMUSE being involved with any civil, criminal, regulatory or investigatory actions brought by you or against you by anyone, including expenses associated with providing information that UnlimitedMUSE, in its sole discretion, believes it legally must provide or has been authorized by you to provide. You also understand and agree that UnlimitedMUSE will deduct those expenses from monies due to you and you agree to reimburse UnlimitedMUSE for any expense that exceeds what UnlimitedMUSE is able to deduct from your account.
17. Term
This agreement will continue until terminated by either party under the provisions above. UnlimitedMUSE may terminate this agreement immediately and without notice if you violate the terms of this agreement, it’s Acceptable Use Policies (AUP), its policies, or the law. UnlimitedMUSE may, at its sole discretion, suspend or cancel services for your account if it stays inactive for any consecutive ninety (90) day periods. Reinstatement of your account, after suspension or cancellation, will require UnlimitedMUSE approval.
18. Survival
The rights and obligations of the parties in this Agreement that would by their nature or context be intended to survive the expiration or termination of this Agreement shall so survive, including without limitation the provisions of this Agreement in sections 5, 6, 9, 10, 11, 12, 16, 17, 18, and 19.
19. Confidentiality
Unless required by law, you will treat UnlimitedMUSE’s intellectual property as confidential and proprietary, and not disclose them to anyone without UnlimitedMUSE’s prior written consent. You may not use UnlimitedMUSE’s trademarks and advertising without UnlimitedMUSE’s permission, and then only in ways agreed to by you and UnlimitedMUSE. Upon termination of this agreement, you will promptly return any of UnlimitedMUSE’s property in your possession.
20. Invalid Or Unenforceable Provisions
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. You and UnlimitedMUSE agree to renegotiate in good faith any term held invalid and to be bound by any mutually agreed to substitute provision.
21. Choice Of Law: Venue
This Agreement is governed by and construed under the laws of the State of Düsseldorf and the Federal Republic of Germany. The federal and state courts of the State of Düsseldorf will have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this Agreement.
22. Disputes
UnlimitedMUSE will attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices and other than injunctive relief) will be subject to arbitration upon written demand of either party. Except for disputes resulting from unpaid UnlimitedMUSE invoices, the parties agree to arbitrate this matter prior to any state, federal, or international court action. The arbitration will take place in Düsseldorf before a single arbitrator under the auspices of the American Arbitration Association‘s (“AAA”) Commercial Arbitration Rules currently in effect at that time. Düsseldorf law will be applied in the arbitration and any other subsequent legal hearings.
The arbitrator will not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The arbitrator will render a written opinion setting forth the basis on which he or she arrived at the decision regarding each issue submitted to arbitration. The decision of each issue submitted to arbitration will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party will be entitled to recover reasonable attorneys’ fees and expenses incurred at both the trial and appellate levels.
Disputes of charges or fees assessed for UnlimitedMUSE service must be reported to UnlimitedMUSE within 90 days of the charge or fee appearing in Merchant’s account reports, delivered via the UnlimitedMUSE Admin Portal. Disputes presented to UnlimitedMUSE for these fees more than 90 days after the charge or fee will be denied.
Parties may modify the dispute clause only through a stipulation signed by both parties.
23. Entire Agreement; Modifications
This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. UnlimitedMUSE reserves the right to modify this agreement at any time. Utilization of the service by you and/or your Consumers following the effective date of any change or modification of this Agreement on UnlimitedMUSE’s website will constitute acceptance by you of such change(s). Otherwise, this Agreement may not be modified except by the written consent of both parties.
For your own protection, you understand and agree that UnlimitedMUSE will only accept requested changes and modifications to this agreement that are in writing and signed by the individual(s) signing this agreement.
24. Change Of Ownership And Multiple Signatories
In the event of changes in ownership of your company or, Store Front(s) covered by this agreement, you and you only must notify UnlimitedMUSE in writing of the change. UnlimitedMUSE will then require the new owner to execute a new agreement with UnlimitedMUSE. In the event you want to change the information in this agreement regarding the payments to you, you and only you must notify UnlimitedMUSE in writing.
UnlimitedMUSE strongly discourages Merchants from having more than one person sign this agreement. If you choose to have more than one person sign this agreement, please be advised that, when notified of a dispute, UnlimitedMUSE will not make any changes to the account or disburse or refund any monies until UnlimitedMUSE receives either written stipulation signed by all signatories or a court order.
25. Addendums And Schedules
All of the required addendums must be completed, signed and forwarded to UnlimitedMUSE along with the contract prior to UnlimitedMUSE issuing your first check.
Peter Palm
Schanzenstrasse 6-8
40549 Düsseldorf
Phone number: +49 211 5580249
If you have been depicted in any content and would like to appeal removal of such content, please notify us by sending an email here support@unlimitedmuse.com.
If there should there be a disagreement regarding an appeal we will allow the disagreement to be resolved by a neutral body.
