Terms of Use



www.muuce.com (“muuce.com” or “Muuce”) is a website and a platform for both publishing and purchasing art works created by artists that use the services provided by muuce.com to publish and market their art works in order for Muuce to sell them to customers using the services provided by Muuce to search, view or purchase the art works created and marketed by the artists using Muuce. 

All users of Muuce must respect the intellectual property rights of others, including copyright and trademarks. You must only upload content you have created yourself and have permission to use and authorize others to use. 

It is important that you respect the artists on Muuce and the art works they have created.

If you are entering Muuce, make sure to respect the copyright and trademarks of all the works you see or buy on muuce.com. 

Displaying your work on muuce.com enables potentially everybody in the world to see it. You have to be aware that publishing your work involves legal responsibilities. You have to make sure that you are not breaking any laws by publishing your work through Muuce.

It is furthermore important you read the agreement below. Using Muuce means you accept this agreement. If you do not agree with these terms, do not use Muuce.

Legal Agreement
All visitors (“user”, “you”, “your”) to the Muuce website at www.muuce.com (“muuce.com”, “Muuce” or ”Website”) are entering a binding legal agreement on the following terms (the “agreement”) when using the website. The agreement is between the user and Aworks Aps (CVR no. 38021591) (“Aworks”, “we”, “us”, “our”), the owner of Muuce, and the use of muuce.com by the user indicates continued acceptance of this agreement.

Qualification
Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Our services for artists are not available to persons under 18 years of age.

Amendment to the agreement
We may amend the terms of this agreement from time to time, and we will let you know about these changes either by sending you an email to the email address you have registered with muuce.com. Your continued use of Muuce will be taken to be acceptance of the new terms.

Our services
We provide, via Muuce, a range of services (the “Muuce Service”) which, enable you to publish, sell and purchase art ; and receive the benefits of marketing and production platform, including payment processing, customer services, third party product manufacturing and distribution services. In addition, Muuce will handle sales and arrange the delivery of the physical product to the customer. The customers will solely transact with Aworks via Muuce. Customer claims relating to customer’s transactions with Aworks will be handled by Aworks including claims relating to the warranties of the Danish Sale of Goods Act (”Købeloven” or ”LBK nr 140 af 17/02/2014”).

Any digital content that you upload may be viewed by all users of muuce.com once you decide to publish it. You may offer your art for sale as a physical product or order a physical product based on your own art. If a customer places an order, We will upon certain qualifications being met including a minimum volume threshold being met send the order to third parties who will manufacture, storage and ship the physical product in the form specified by you or the customer (“The Product”).

Artist registration
You can become a registered artist (“Artist”) of muuce.com by setting up a password protected account. You will be required to select a username and password when registering to become a Artist. You must become an Artist before placing any content on the website. In its sole discretion, Muuce may refuse any user name that it decides is inappropriate and / or refuse any person from becoming a Artist.

Any information you choose to publish in the public section of your profile may be viewed, distributed or linked to within muuce.com or to enable delivering our service. Your privacy is important to us and you can read our privacy policy describing how your personal information is handled.

Passwords
You are responsible for actions made on the website using your password, including any products purchased or sold and any content displayed or messages sent, even if these actions were not approved or contemplated by you. You are solely responsible for any loss caused by any use of your password by you, or any other person.

You agree that you will not disclose your password to any other person and you will not keep your password where it can be copied or used by anyone other than you. If you suspect someone else knows your password, you must change it immediately.

Putting content on Muuce

Copyright
When issuing a offering on Muuce you accept that you give up your copyright to make prints on paper of the art works offered via Muuce. As we are helping you to sell your art works in prints of limited issues it is necessary to restrict the copyright in order to avoid that the same art are sold on print elsewhere. It is both in the interests of artists using Muuce and us that the buyers of art prints can trust that the limited edition prints they purchase actually are limited in issue and will keep being so.

When you submit or upload content on the website you represent and warrant that:
you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;
the content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;
your use of the website will comply with all applicable law, rules and regulations;
the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive or otherwise objectionable;
the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.
We reserve the right to review and if in its sole discretion deemed necessary, remove any content from the website and/or cancel your account, because that content breaches your agreement with us and/or any applicable laws, or otherwise. You agree to indemnify us in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

Offering your art for sale
Any Artist may offer their art for sale on a physical product on the website by appointing Muuce carry out the transaction on the terms set out in the Services Agreement in Appendix 1. By agreeing to the terms of this user agreement you expressly agree to the terms of the Services Agreement in Appendix 1, which will apply from the date on which you offer your first art for sale on a physical product and your continued use of the website will constitute ongoing agreement to the terms therein as updated from time to time.

Purchasing a Product on Muuce
Users can purchase products on muuce.com using a valid credit card or the PayPal system.
You do not have to be a Artist to purchase a product. The price you pay is fixed at the time of ordering. You may not cancel an order once it has been submitted. It is the customer’s responsibility to ensure the product delivery address is correct. We take no responsibility for any product a customer does not receive because of errors in the delivery address given to us.

We do not warrant, endorse, make representations about or recommend any content or art offered or provided by any Artist.

Payments for sold products
Payment terms are explained in the Services Agreement.

You Instruct us to cancel incorrect orders. You acknowledge that despite our reasonable precautions, products may be listed at an incorrect price or with incorrect information or may be unavailable. This may be due to an error or similar oversight. You acknowledge that we cannot facilitate an order where such an error exists and hereby instruct us to cancel such an order and take other action as required.

You authorize us to cancel an order if we believe that it is being made in contravention of this agreement, or in contravention of the rights of any person or any law. We may cancel an order even if it has been confirmed and the customer’s credit card or PayPal account has been charged. We reserve this right up until the time of delivery of the product to that customer. If a cancellation of this nature occurs after the customer has been charged for the product, we will credit the customer’s credit card or PayPal account for the amount in question.

Delivery
Delivery will be facilitated pursuant to the customer's instructions by postal or courier service and will be paid for by the customer at the price indicated at the time of purchase. We will charge shipping charges to the customer which will vary depending upon the size of the product and the shipping address.

Damaged Goods
If a product is delivered to a customer is damaged in some way (e.g., a framed print has been damaged) Muuce will facilitate the issue of a replacement copy of the product after receiving reasonable proof of that damage.

If you receive a damaged product, then you must email Muuce customer service within 14 days of receipt to tell us about the nature of the damage and to arrange for a new product to be sent to you at no cost to you.

Please be aware that publishing to the website is creator-controlled and we do not screen all of the content on our website. It is the customer’s responsibility to verify the quality of the content (including but not limited to misspelled words, grammatical errors, formatting, design or overall appearance) before ordering a product. This damaged goods policy does not apply to content, only to the physical product.

Excess Inventory 
You grant Muuce permission to dispose of any inventory that becomes excess as a result of including refund, fraud, product sampling or promotional activities, in any manner we see fit.

Reporting inappropriate content to Muuce
Muuce does not manually screen content before it is displayed on the website so occasionally Artists may inadvertently or deliberately submit and display content that breaches this agreement.
Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company, or that defames or vilifies any person, people, races, religion or religious group, is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive or otherwise objectionable. Muuce reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
Please help us by letting us know straight away about any inappropriate, or potentially inappropriate, content you see on the website. You can do this by sending an email to info@muuce.com.

Specific warnings
You must ensure that your access to muuce.com and the Muuce service is not illegal or prohibited by laws that apply to you.

You must take your own precautions to ensure that the process that you employ for accessing muuce.com and the Muuce service does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this website or any linked website.

We do not accept liability for any losses arising directly or indirectly from a failure to provide the Muuce service, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Muuce service, or any transmissions by others in contravention of the registered Artists’ obligations as set out in this agreement.

You acknowledge that we may not be able to confirm the identity of other registered Artists or prevent them acting under false pretenses or in a manner that infringes the rights of any person.

Intellectual Property Rights and license
By submitting offerings to Muuce, you grant Aworks a non-exclusive, worldwide, royalty-free, sublicense able and transferable license to use, reproduce, distribute, prepare derivative works of and display the content of such listings in connection with Aworks’ (and its successors' and affiliates') services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of muuce.com (and derivative works thereof) in any media formats and through any media channels. 

You also hereby grant each user of muuce.com a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under this User Agreement. The above licenses terminate within a commercially reasonable time after you remove or delete your offering from muuce.com. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.

All intellectual property rights in muuce.com and the Muuce service (including the software and systems underlying the Muuce service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to Aworks. Other than for the purposes of, and subject to the conditions prescribed under relevant Copyright and Trade Mark legislation throughout the world, and except as expressly authorized by this agreement, you may not in any form or by any means:
use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or
commercialize any information, products or services obtained from any part of this website,
without our written permission.

Linked websites
This website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained.

We are not responsible for the content or privacy practices associated with linked websites.

Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

Disclaimer
We do not represent or guarantee that the Muuce service or muuce.com, or any other website that is accessible using a hyperlink from this website will be free from errors or viruses. We do not represent or guarantee that access to the Muuce service or these websites will be uninterrupted.

You acknowledge that the Muuce service or muuce.com may be affected by outages, faults or delays. Such outages, faults or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures.

We do not warrant that any Artists’ uploads to muuce.com will be protected against loss, or misuse or alteration by third parties. We do not warrant that all uploaded content will be available on our website. If we elect in our sole discretion to make available content on our website, we do not warrant that it will be available within a certain time frame.

We do not accept responsibility for any loss or damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website.

To the extent permitted by law, any condition or warranty that would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following, which we may offer as a gesture of goodwill:

if the breach relates to goods:
the replacement of the goods or the supply of equivalent goods;
the repair of such goods;
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
the payment of the cost of having the goods repaired; and

if the breach relates to services:
the supplying of the services again; or
the payment of the cost of having the services supplied again

This disclaimer set out in these terms and conditions does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.

Indemnity
You agree to indemnify, defend and hold us, our officers, directors, employees, representatives harmless, as well as, all third parties printing, manufacturing and/or otherwise fulfilling the products you are selling via the website, their officers, directors, employees, agents and representatives harmless, from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:
your breach of any clause of this agreement;
any allegation that any materials that you submit to us or transmit to the website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or
your activities in connection with muuce.com.

This indemnity will be applicable without regard to the negligence of any party, including any indemnified person.

Privacy policy
Your privacy is very important to us. Users of our website should refer to our privacy policy – which is incorporated into this agreement by reference, for information about how we collect and use personal information.

Security of information
No data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.

Termination of access
Access to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

Dispute Resolution
This User Agreement and all disputes relating to this User Agreement, or relating to your use of any part of the Muuce service, will be exclusively resolved under confidential binding arbitration held in Copenhagen, Denmark or at the courts of Copenhagen at the discretional choice of Aworks. All disputes will be resolved in accordance with the Danish law.

You and Aworks agree to submit to the personal and exclusive jurisdiction of Denmark for purposes of enforcing any arbitration award. Notwithstanding the foregoing, Aworks may seek injunctive or other equitable relief, from a court of competent jurisdiction. You and Aworks agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and Aworks agree that any cause of action arising out of or related to the Muuce site (including but not limited to any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

If you have a dispute with one or more users or sellers, you release Aworks (and Aworks's officers, directors, agents, subsidiaries, joint ventures and employees) from claims demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such disputes. 

General
We accept no liability for any failure to comply with this agreement where such failure is due to circumstances beyond our reasonable control.

If we waive any rights available to us under this agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of the terms of this agreement are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

You may close your account by writing an email to customercare@muuce.com. Note that your offerings will be available for sale in a period of up to 6 months after your request to close the account. To keep total costs of production as low as possible Muuce will produce all prints in an issue once the threshold necessary to start production is reached. In order to ensure covering the full costs of administration and production and to allow for profit sharing between you and us, it is necessary to keep your unsold offerings available for sale in a period of up to 6 months after you request Muuce to close the account.   

APPENDIX 1 - Services Agreement
You wish to use Muuce services to facilitate marketing and sale of your art on a physical product and to arrange for manufacture of the physical product ("your product") once an order has been made through www.muuce.com (“muuce.com”, "the website" or “Muuce”). We will provide these services on the terms set out in this Services Agreement. Additionally, we will provide for delivery of such products to the customer.

1. Services
1.1 Aworks, acting as independent contractor under your instructions will market to and obtain orders from customers for the purchase of your products over muuce.com and on instruction from you, Aworks will arrange for third parties to fulfil those orders by facilitating payment for and manufacture of your products (“Services”). Aworks will then arrange for the delivery of your products as per the customer’s instructions.
1.2 Aworks will provide the Services pursuant to this agreement until termination in accordance with its terms.
1.3 You agree that Aworks is free to act in any capacity for any other person interested in promoting, marketing and obtaining orders from Artists of the public for the purchase of their arts over muuce.com, including any art that is the same as, or similar to, your products.

2. License and standing instructions
2.1 You grant Aworks a non-exclusive royalty-free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Muuce services.
2.2 You hereby instruct Aworks to facilitate the sale of your product which includes payment, processing and arranging for manufacturing your product (s) in respect of the orders placed by the customers via the website and Aworks will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.

3. Sale of your products
3.1 The retail price charged to customers who purchase your product is set by you and includes the cost for production of the physical product, distribution, warehousing, hosting, marketing and administration. Shipping costs will be added to that price.
  
3.2 Total profits on a campaign will be calculated as 
revenue achieved (excluding VAT) 
minus
minus costs of administration, collection of payments and marketing
minus
costs of production, warehousing, distribution and materials used in production and distribution

Your share of the total profits is 80%. Profits per print will be increasing with the number of prints sold in a campaign as production costs decrease as more prints are sold. 

All fixed and variable costs of production and distribution are paid before any profits are paid. Costs of shipping are charged to the customer directly. 

3.3 Aworks will send you an email to the email address you registered in your account to notify you when an order has been placed for your products.
3.4 You agree that Aworks makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement.
3.5 All items purchased from the website are manufactured pursuant to arrangements with third party suppliers under your instructions. This means that title and risk for loss for such items pass from you to the customer/purchaser without passing through us prior to the goods being delivered to the customer by Aworks under the customer’s instructions.

4. Copyright
When issuing a offering on Muuce you accept that you give up your copyright to make prints on paper of the art works offered via Muuce.

5. Payment terms
5.1 You authorize Aworks to collect, hold and distribute the retail price (“sale proceeds”) from customers on the terms set out in this clause 4. Aworks will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you.
5.2 You authorize Aworks to deduct costs of Muuce services (which includes contribution for production, hosting, marketing, hosting and administration services as well as Aworks’s profit share, including tax where applicable) from the sales proceeds for your products before distributing your share (which will include tax where applicable).
5.3 We will pay your profits in accordance with the terms of payments.[se mail vedr paypal]
5.4 It is your responsibility to ensure Aworks has current details of your postal address and bank account details. Aworks will not be liable for any loss suffered by you if you provide us with incorrect details in relation to payment. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified Aworks of any amendment to the payment details in that time your profit proceeds will be forfeited to Aworks or donated to a charity of our choice.

6. Taxation responsibility
6.1 Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, VAT and other transactional taxes.
6.2 Aworks will not collect or pay taxes on your behalf as Aworks is merely acting as an agent in facilitating the sale of your product to the customers. As stated in clause 4.2 of this Agreement, the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. 
6.3 For the avoidance of doubt, all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.

7. Indemnity
7.1 You hereby indemnify and will keep Aworks indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non performance of your obligations under this Services Agreement or arising out of your willful act, neglect or default in the performance of such obligations.
7.2 This clause 6 will survive the termination of this Services Agreement.

8. Limitation of liability
8.1 In no case will Aworks be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.

9. Terminating this agreement
9.1 You can give notice of termination of this Services Agreement by closing your account in the method described in the User Agreement.
9.2 Aworks may give notice of termination of this Services Agreement to you in writing at any time.
9.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorize us to complete any transactions in progress in relation to your products in a period of 6 months after your termination request has been received which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.
9.4 Upon termination of this Services Agreement by either party, Aworks will pay you any accrued profit proceeds from your account, less a EUR 10 administration fee.