Terms of Service of Musubi Marketplace

 

Dear user, please read these Terms of Service (hereinafter also referred to as “ToS”) carefully as they contain important information about your legal rights, remedies and obligations in accessing or using “Musubi” marketplace. 

Please also consider that, by accessing or using “Musubi” marketplace you agree to comply with and be bound by these ToS.

Introduction

“Musubi” marketplace is a “B to B” marketplace owned by Musubi S.p.A. (hereinafter also referred to as the “Marketplace”) where companies can meet and develop their respective businesses.

The following ToS constitute a legally binding agreement (hereinafter also referred to as the “Agreement”) between each registered user (hereinafter also referred to as the “Member” or collectively the “Members”) and Musubi S.p.A. (hereinafter also referred to as “Musubi”) governing Member’s access to and use of the Marketplace on the respective:

website, including any subdomains thereof, and any other websites through which Musubi makes its services available (hereinafter also collectively referred to as the “Site”). The use of the Site is subjected to specific Terms of Use available here [link];

mobile, tablet and other smart device applications, and application program interfaces (hereinafter also collectively referred to as the “Application”);

all associated services (hereinafter also collectively referred to as the “Services”). 

The Site, Application and Services together are hereinafter collectively referred to as the “Platform”. 

Please, also consider that E.U. Regulation 679/2016 only applies to natural persons, who cannot be Members. For our Privacy Policies related to the navigation on the site, please see the specific section [link].

Any and all payment processing services through or in connection with your use of the Platform (hereinafter also collectively referred to as the “Payment Services”) are provided by one or more entities other than Musubi (hereinafter also collectively referred to as the“Payment Services Providers” or “PSP”) as set out in their respective terms of service (hereinafter also collectively referred to as the “Payments Terms”) available in the specific section [link].

* * *

Table of Contents

Scope of Musubi Services

Eligibility, Using the Platform, Member Verification

Modification of the ToS

Account Registration

Contents

Fees

Specific terms for Exporters

Specific terms for Importers

Modifications of the orders concerning the Transactions, cancellations and refunds

Ratings and Reviews

Disputes between Members

Exclusivity

Taxes

Prohibited Activities

Term and Termination, Suspension and other Measures

Disclaimers

Liability

Indemnification

Dispute Resolution

Feedback

Applicable Law and Jurisdiction

General Provisions

* * *

Scope of Musubi Services

1.1 - The Platform is an online marketplace that enables Members- and certain third parties offering related services (hereinafter also collectively referred to as the“Servicers”) - to (i) publish their products (hereinafter also collectively referred to as the “Products” and individually the “Product”), (ii)to communicate with other Members and to (iii) enter into import/export transactions (hereinafter also collectively referred to as the“Transactions” and individually the “Transaction”)with other Members. The seller shall be hereinafter also referred to as the "Exporter" and the purchaser shall be hereinafter referred to as the "Importer". Members acknowledge and hereby agree that Musubi is not part of the contractual relationship concerning each Transaction and that the contract concerning the Transaction only binds (and is entered into by) the Importer and the Exporter.

1.2 - As the provider of the Platform, Musubi does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Product. Members alone are responsible for the Products and the Transactions. When Members enter the Transaction, they are entering into a contract directly with each other. Musubi is not and does not become a party to or other participant in any contractual relationship between Members. Musubi is not acting as an agent in any capacity for any Member, except as otherwise specified e.g. in the Payment Terms.

1.3 Musubi has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Product, (ii) the truth or accuracy of any Product, ratings, reviews, or other content by the Members, or (iii) the performance or conduct of any Member or third party. Musubi does not endorse any Member or Product. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Musubi about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. Members and third parties should always exercise due diligence and care when deciding whether to enter a contract concerning the Transactions or communicate and interact with other Members. The images on the Platform are intended only to indicate a photographic representation of a Product at the time the photograph was taken, and are therefore not an endorsement by Musubi of any Member.

1.4 Members’ relationship with Musubi is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Musubi for any reason, and the Member acts exclusively on his own behalf and for his own benefit, and not on behalf, or for the benefit, of Musubi. 

1.5 In order to promote the Platform and to increase the exposure of the Products, Members or their contents on the Platform may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, contents may be translated, in whole or in part, into other languages. Musubi cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Musubi kindly invites Members to check such terms and conditions and other policies before entering a Transaction or before taking advantage of Third-Party Services. Musubi is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Musubi of such Third-Party Services.

1.7 Due to the nature of the Internet, Musubi cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. Musubi may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of the servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Musubi may improve, enhance and modify the Platform and introduce new Services from time to time.

Eligibility, Using the Platform, Member Verification

2.1 Are eligible to become and register an account as Member, (i) legal entities (natural persons are excluded) in good standing under the laws of the country they are established/incorporated and able to enter into legally binding contracts.

2.2 Members declare to be compliant with any applicable law in their local jurisdictions, including import/export control laws.

2.3 Members may make access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting certain thresholds.

2.4 User verification on the Internet is difficult and Musubi does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, Musubi may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where Musubi has sufficient information to identify a Member, obtain reports from public records.

2.5 The access to or use of certain areas and features of the Musubi Platform may be subject to separate policies, standards or guidelines, or may require that Members accept additional terms and conditions, before they can access the relevant areas or features of the Platform. If there is a conflict between these ToS and terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence with respect to Members’ access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

Modification of the ToS

Musubi reserves the right to modify these ToS at any time in accordance with this provision. If Musubi makes changes to these ToS, Musubi will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. Musubi will also provide Members with notice of the modifications by email at least thirty (30) days before the date they become effective. If Members disagree with the revised ToS, they may terminate this Agreement with immediate effect. Musubi will inform Members about their right to terminate the Agreement in the notification email. If Members do not terminate their Agreement before the date the revised ToS become effective, Members’ continued access to or use of the Platform will constitute acceptance of the revised ToS.

Account Registration

4.1 Users must register an account ("Musubi Account") to access and use certain features of the Platform, such as publishing contents or offering the Products. The natural person that is registering aMusubi Account represents and warrants that he/she has the authority to legally bind that entity and grant Musubi all permissions and licenses provided in these ToS.

4.2 Users can register an Musubi Account using an email address and creating a password, or through Members’ account with certain third-party social networking services, such as Google ("SNS Account"). Members have the ability to disable the connection between theirMusubi Account and the SNS Account at any time, by accessing the "Settings" section of the Platform.

4.3 Users must provide accurate, current and complete information during the registration process and keep theirMusubi Account and public Musubi Account profile page information up-to-date at all times.

4.4 Each legal entity may not register more than one (1) Musubi Account unless Musubi authorizes to do so. Members are not allowed to assign or otherwise transfer their Musubi Account to another party.

4.5 Members are responsible for maintaining the confidentiality and security of their Musubi Account credentials and may not disclose their credentials to any third party. Members must immediately notify Musubi if they know or have any reason to suspect that their credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of their Musubi Account. Members are liable for any and all activities conducted through theirMusubi Account, even if such activities are not authorized by a Member or the Member is otherwise negligent (e.g. he failed to report the unauthorized use or loss of his credentials).

4.6 Musubi may enable features that allow Members to authorize other Members or certain third parties to take certain actions that affect their Musubi Account. These features do not require that Members share their credentials with any other person. No third party is authorized by Musubi to ask for a Member's credentials, and Members shall not request the credentials of another Member.

Contents

5.1 Musubi may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Musubi Platform ("Member Content"); and (ii) access and view Member Content and any content that Musubi itself makes available on or through the Musubi Platform, including proprietary Musubi content and any content licensed or authorized for use by or through Musubi from a third party ("Musubi Content" and together with Member Content, "Collective Content").

5.2 The Platform, Musubi Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Italy and other countries. Members acknowledge and agree that the Platform and Musubi Content, including all associated intellectual property rights, are the exclusive property of Musubi and/or its licensors or authorizing third-parties. Members will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Musubi Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Musubi used on or in connection with the Platform and Musubi Content are trademarks or registered trademarks of Musubi in Italy and/or abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, Musubi Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 Members will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent Members are the legal owners of certain Member Content or as expressly permitted in these ToS. No licenses or rights are granted to Members by implication or otherwise under any intellectual property rights owned or controlled by Musubi or its licensors, except for the licenses and rights expressly granted in these ToS.

5.4 Subject to Members' compliance with these ToS, Musubi grants them a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on Members’ personal device(s); and (ii) access and view any Collective Content made available on or through the Musubi Platform and accessible to Members, solely for the purposes of the access to the Platform and to perform the Transactions. It is hereby expressly excluded any other use, including commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Platform, Members grant to Musubi a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Platform, in any media or platform. Unless Members do not provide specific consent, Musubi does not claim any ownership rights in any Member Content and nothing in these ToS will be deemed to restrict any rights that Members may have to use or exploit their Member Content.

5.6 Members are solely responsible for all Member Content that they make available on or through the Platform. Accordingly, Members represent and warrant that: (i) Members either are the sole and exclusive owner of all Member Content that they make available on or through the Platform or they have all rights, licenses, consents and releases that are necessary to grant to Musubi the rights in and to such Member Content, as contemplated under these ToS; and (ii) neither the Member Content nor Members' posting, uploading, publication, submission or transmittal of the Member Content or Musubi's use of the Member Content (or any portion thereof) as contemplated under these ToS will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7 Members will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Musubi’s policies. Musubi may, without prior notice, remove or disable access to any Member Content that Musubi finds to be in violation of applicable law, these ToS or Musubi’s then-current policies, or otherwise may be harmful or objectionable to Musubi, its Members, third parties, or property.

5.8 Musubi respects copyright law and expects its Members to do the same. If Members believe that any content on the Musubi Platform infringes copyrights they own, please notify Musubi.

Fees

6.1 Musubi charges fees applicable to each Transaction in the amount indicated before the Order (see article 9) concerning a Transaction is confirmed ("Musubi's Fees") in consideration for the use of the Platform and the services provided by Musubi to Members.

6.2 Additional fees will be charged for Payment Services and Third-Party Services according to the scheme made available before the Order (see article 9) concerning a Transaction is confirmed.

6.3 Musubi's Fee and any other fee concerning the Transactions shall be paid according to the Payment Terms and the provisions of these ToS.

6.4 Any applicable fee (including any applicable taxes or other costs) will be displayed to Members prior to concluding a Transaction. Musubi reserves the right to change Musubi's Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any Transaction made prior to the effective date of the fee change.

6.5 Members are responsible for paying Musubi's Fees that they owe to Musubi according to these ToS. Except as otherwise provided in these ToS, Musubi's Fees are non-refundable. Members are also responsible for paying any other fee, including the ones related to Payment Services and Third-Party Services; such fees are non-refundable.

6.6 Musubi's Fee will be charged to Importers in the event that the Importer cancels the Transaction after seven (7) hours of having the confirmation of the Order through the website (and via email). After receipt of the confirmation of the availability from the Exporter, Importer has seven (7) hours to proceed with the payment. If Importer does not pay that amount within said seven (7) hours, the Order is automatically cancelled. 

6.7 If Importer pays the shipment cannot be cancelled without a penalty fee, after seven (7) hours passed from the confirmation of the Order by the Exporter. The penalty Fee shall be equal to Musubi’s Fee and the fee due to the supplier of survey services ("Surveyor").

6.8 The Importer can cancel the order after seven (7) hours of the confirmation without paying a cancellation fee, in the event that the Surveyor sends a report where more than the 60% of the Products are malfunctioning, defectuous or not matching with the description of the Order. In such cases, the Importer has two options: (i) to send a claim (discount) proposition to the Exporter - which has to be approved by the other partie, or to cancel the transaction without a penalty fee. The penalty Fee shall be equal to Musubi’s Fee and the fee due to the Surveyor. 

6.9 Musubi's Fee will be charged to the Exporter in the event that:

(i) the Products do not reach the shipping point according to the schedule of the Transaction; 

(ii) the Products fail the verification in the shipping point by the Surveyor. The verification is considered “failed” in the event that the Surveyor sends a report where more than the 60% of the Products are malfunctioning, defectuous or not matching with the description of the Order (see article 6.8).

6.10 Musubi's Fee will become payable when the Products reach the shipping point and the verification by the Surveyor is confirmed. 

6.11 The fee for Third-Party Services will be charged to Members and will become payable according to the following scheme:

Surveyor’s fee will be charged when the Products reach the shipping point;

PSP’s fee will be charged when the payment is executed;

Other Third-Party Services’ fee will be charged in advance or within the different terms indicated in the Order.

Specific terms for Exporters

7.1 The promotion of the Products

7.1.1 When creating a page in the Platform related to a Product and promoting the Products through the Platform Exporters must (i) provide complete and accurate information about each Product, (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by Musubi. Exporters are responsible for keeping such information up-to-date at all times.

7.1.2 Exporters are solely responsible for setting a price (including any taxes if applicable, or charges) concerning the Products. Once a Transaction is concluded Exporters may not request, for any reason, that the Importer pays a higher price.

7.1.3 Any terms and conditions applicable to the Transactions must not conflict with these ToS.

7.1.4 Pictures, animations or videos (collectively, "Images") uploaded by the Members on the Platform must accurately reflect the quality and condition of the Products. Musubi reserves the right to require that Members provide a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Members and Products in search results on the Platform may vary and depend on a variety of factors, such as Importers search parameters and preferences, Exporters requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, reviews and ratings, terms and conditions applied by Members to the Transactions.

7.1.6 When the Exporter accepts or has pre-approved a supply of Products requested by the Importer, Exporteris entering into a legally binding agreement with the Importer and is required to provide the Products to the Importer as described in the related order. As a consequence of the Transaction, the Exporter agrees to pay the applicable Musubi's Fee and any other fee related to the Transaction, including taxes and costs.

7.1.7 Musubi recommends that Exporters obtain appropriate insurance for each Transaction. Musubi may, at its sole discretion, require that an Exporter obtains appropriate insurance to keep his Musubi Account active.

7.2 Exporters’ duties in the performing of the Transactions

7.2.1 Exporters shall give a warranty (e.g. credit card numbers) in the event that any amount has to be charged to the Exporter according to these ToS. The data will be processed by the PSP and not by Musubi.  

7.2.2 Exporters shall act in good faith and fulfill the Transactions according to the requirements of the highest professional standards and diligence.

7.3 Legal terms of the Transactions

7.3.1 Each Transaction shall be made FOB (according to the latest definition of the incoterms rules by the ICC). 

Specific terms for Importers

8.1 Terms applicable to the Transactions

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Musubi, Importers can enter Transactions on the Platform, in order to purchase Products, by following the respective online process. All applicable fees, including Musubi Fees, (collectively, “Total Fees”) and the price of the Transaction (hereinafter also referred to as the “Purchase Price” or “PP”) will be presented to the Importer prior to the conclusion of the Transaction. Importers agree to pay the Purchase Price and the Total Fees concerning the Transactions in connection with their Musubi Account.

8.1.2 Upon receipt of the confirmation of the Transaction from the Platform, a legally binding agreement is formed between the Importer and the Exporter, subject to any additional terms and conditions of the Exporters that apply, including in particular the applicable cancellation policy and any rules and restrictions, specified in the Musubi Account of the Exporter, concerning the Products. 

8.1.3 Musubi E-commerce S de RL de CV a company incorporated under Mexican Law with a registered office in …  VAT N.MEC191216GE8, or a different entity indicated by musubi to the Importer will collect the Price and the Total Fees when the Transaction occurs.

8.2 Importers’ duties i n the performing of the Transactions

8.2.1 Importers shall act in good faith and fulfill the Transactions according to the requirements of the highest professional standards and diligence.

Modifications of the orders concerning the Transactions, cancellations and refunds

9.1 Exporters and Importers are responsible for any modifications to the orders concerning the Transactions (hereinafter also referred to as “Order” or collectively “Orders”) that they make via the Platform.

9.2 After an Order is final and it is sent to the Exporter, the Transaction is entered and no cancellation will be admitted if not otherwise specified in these ToS. 

9.3 In the event that a cancellation is allowed and occurs the amount transferred by the Importer will be refunded. If the cancellation occurred for Importer’s fault, from the amount refunded Musubi’s Fees and the fees of the PSPwill be deducted. If the cancellation occurred for Exporter’s fault, Exporter will be charged for Musubi's Fees and the fees of the PSP.

9.4 In the event of a cancellation Musubi may publish an automated review in the Musubi Account of the party that has caused the cancellation. In addition, Musubi may suspend in whole or in part the Musubi Account of its features and utilities.

9.5 In certain circumstances, Musubi may decide, in its sole discretion, that it is necessary to cancel a Transaction or an Order. Musubi’s Fees and the fees of the PSPwill be charged to the Member that caused the cancellation (if any). This may be e.g. in the event that Musubi believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Musubi, other Members, third parties or property, or for any of the reasons set out in these ToS.

9.6 Musubi’s Fee and the fees of the PSP will be refundable only in the event that a cancellation by Musubi occurs for reason not caused by one of the Members who entered the Transaction.

Ratings and Reviews

10.1 Within a certain time frame after completing a Transaction, Importers and Exporters can leave a public review (“Review”) and submit a rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Musubi. Ratings and Reviews are not verified by Musubi for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews by Guests and Hosts must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with Musubi’s policies, which Members declare to fully know and understand.

10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

10.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Platform together with other relevant information such as number of bookings, number of cancellations, average response time and other information.

Disputes between Members

11.1 Importers are responsible for the payment. Exporters are responsible for everything concerning the supply of Products (e.g. type and quality of products, timing of the shipping point) according to these ToS. Each Member is responsible for his own acts and omissions and is also responsible for the acts and omissions of any individuals who acted on their behalf.

11.2 Each claim concerning the Transactions shall be raised between the Importers and the Exporters (hereinafter also referred to as the "Claim") and Musubi shall not be part of the Claim. Members hereby agree to indemnify, pay and hold Musubi (and each of its officers, directors, employees, consultants and agents) harmless from and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened), which may be suffered by imposed on, incurred by, or asserted against Musubi (and each of its officers, directors, employees, consultants and agents) in any manner resulting from, connected with, in respect of, relating to or arising out of each Transaction.

11.3 Should a Claim be raised by a Member, Members will be entitled to ask Musubi to provide services for the resolution of the Claim. Musubi will provide the information available on the Transaction and will provide a quotation for additional services and/or will provide parties the references of lawyers, conciliation bodies or similar entities in order to allow members to find legal assistance for the resolution of the Claim.

11.4 Members agree to cooperate with and assist Musubi in good faith, and to provide Musubi with such information and take such actions as may be reasonably requested by Musubi, in connection with any Claim or other complaints or claims made by Members relating to the use of the Platform. A Member shall, upon Musubi's reasonable request, participate in mediation or a similar resolution process with another Member, which process will be conducted by Musubi or a third party selected by Musubi or its insurer, with respect to the Claim or other complaints or claims made by Members relating to the use of the Platform.

11.5 In the event of a Claim or any other proceeding concerning the Transactions, Members agree to cooperate with and assist Musubi in good faith, and to provide Musubi with such information as may be reasonably requested by Musubi, including but not limited to executing documents and taking such further acts as Musubi may reasonably request to assist Musubi in accomplishing the foregoing.

Exclusivity

12.1 Members undertake, for the duration of this Agreement, not to enter any transaction concerning the supply of the Products to other Members outside the Platform.

12.2 Members hereby agree not to contact any other Member, either directly or indirectly, in order to enter any transaction concerning the supply of the Products to other Members outside the Platform.

12.3 A sum equal to the amount of the fees due to Musubi shall be payable by the Members to Musubi per each transaction (between the Members) in breach of the exclusivity obligation provided herein as a liquidated damage. This sum is not intended as the exclusive remedy for a breach and therefore payment of the sum shall not preclude the right of Musubi to recover any further damages exceeding the amount of the above penalty.

Taxes

13.1 Exporters are solely responsible for determining their obligations to report, collect, remit or include in the PP any applicable VAT or other indirect sales taxes and costs ("Taxes").

13.2 Tax regulations may require Musubi to collect appropriate Tax information from Members, or to withhold Taxes, or both. If a Member fails to provide us with the required documentation under applicable law (e.g. a tax number) that Musubi determines to be sufficient to alleviate its obligations even with Tax Authorities Musubi reserves the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

13.3 Members agree to cooperate with and assist Musubi in good faith, and to provide Musubi with such information and take such actions as may be reasonably requested by Musubi, in connection with any proceeding involving Tax Authorities concerning the Transactions and/or the Platform. A Member shall, upon Musubi's reasonable request, participate in mediation or a similar resolution process with Tax Authorities.

13.4 In the event of a proceeding by Tax Authorities concerning the Transactions, Members agree to cooperate with and assist Musubi in good faith, and to provide Musubi with such information as may be reasonably requested by Musubi, including but not limited to executing documents and taking such further acts as Musubi may reasonably request to assist Musubi in accomplishing the foregoing.

Prohibited Activities

14.1 Members are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to their use of the Platform and to the Transactions. In connection with their use of the Platform, Members will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or these ToS;

use the Musubi Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these ToS or in a manner that falsely implies Musubi endorsement, partnership or otherwise misleads others as to Members’ affiliation with Musubi;

copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Platform in any way that is inconsistent with Musubi’s Policies or these ToS or that otherwise violates the privacy rights of Members or third parties;

use the Musubi Platform in connection with the distribution of unsolicited commercial messages ("spam");

offer services or Products that Members do not own on their own or have permission to make available through the Platform;

contact another Member for any purpose other than asking a question related to a Transaction, including but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;

use the Platform to request, make or enter Transactions independent and out of the Platform, to circumvent any Musubi's Fees or for any other reason;

request, accept or make any payment for Transaction outside of the Platform or the PSP. If Members do so, they acknowledge and agree that they: (i) would be in breach of these ToS; (ii) accept all risks and responsibility for such payments, and (iii) hold Musubi harmless from any liability for such payments;

discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;

misuse or abuse any service by Musubi or Third-Party Services;

use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, Musubi's name, any Musubi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Musubi's express written consent;

dilute, tarnish or otherwise harm the Musubi brand in any way, including through unauthorized use of Collective Content, registering and/or using Musubi or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Musubi domains, trademarks, taglines, promotional campaigns or Collective Content;

use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;

avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Musubi or any of Musubi's providers or any other third party to protect the Platform;

attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;

take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;

violate or infringe anyone else’s rights or otherwise cause harm to anyone.

14.2 Members acknowledge that Musubi has no obligation to monitor the access to or use of the Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these ToS; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these ToS. Members agree to cooperate with and assist Musubi in good faith, and to provide Musubi with such information and take such actions as may be reasonably requested by Musubi with respect to any investigation undertaken by Musubi or a representative of Musubi regarding the use or abuse of the Platform.

14.3 If Members feel that any Member they interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) Members suspect of stealing from them, or (iii) engages in any other disturbing conduct, they should immediately report such person to the appropriate authorities and then to Musubi by contacting Musubi with the police station and report number (if available). Members agree that any report they make will not obligate Musubi to take any action (beyond that required by law, if any).

Term and Termination, Suspension and other Measures

15.1 This agreement shall enter into force as of the date of the acceptance of the ToS by the Member and shall remain in effect for an indefinite period.

15.2 A Member is entitled to terminate this Agreement at any time by sending Musubi an email. The termination shall be effective after the date of execution by the Member of all pending Transactions.

15.3 Without limiting our rights specified below, Musubi may terminate this Agreement for convenience at any time by giving a Member thirty (30) days' notice via email to Member’s email address connected to his Musubi Account. The termination shall be effective after the date of execution by the Member of all pending Transactions.

15.4 Musubi may immediately, without notice, terminate this Agreement and/or stop providing access to the Platform if (i) a Member has materially breached his obligations under these ToS or to other contractual relationships, either direct or indirect, with Musubi (ii) a Member has violated applicable laws, regulations or third party rights, or (iii) Musubi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Musubi, its Members, or third parties (e.g. in the event of fraudulent behaviour of a Member).

15.5 In addition, Musubi may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) Members have breached these ToS or any other contractual relationships, either direct or indirect, with Musubi, applicable laws, regulations, or third party rights, (iii) Members have provided inaccurate, fraudulent, outdated or incomplete information during the Musubi Account registration, or in their Musubi Account, (iv) Members and/or their Products or a Member Content at any time fail to meet any applicable quality or eligibility criteria, (v) Members have repeatedly received poor Ratings or Reviews or Musubi otherwise becomes aware of or has received complaints about Members’ performance or conduct, (vi) Members have repeatedly unfulfilled obligations vis-à-vis other Members or failed to respond to other Members’ requests without a valid reason, or (vii) Musubi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Musubi, its Members, or third parties, or to prevent fraud or other illegal activity:

refuse to surface, delete or delay any Member Content;

cancel any pending or confirmed Transaction;

limit Members’ access to or use of the Platform;

temporarily or permanently revoke any special status associated with a Musubi Account;

temporarily or in case of severe or repeated offenses permanently suspend a Musubi Account and stop providing access to the Platform.

15.6 In case of non-material breaches and where appropriate, Members will be given notice of any intended measure by Musubi and an opportunity to resolve the issue to Musubi's reasonable satisfaction.

15.7 If Musubi takes any of the measures described above Members will not be entitled to any compensation for pending or confirmed Transactions that were cancelled.

15.8 When this Agreement has been terminated, Members are not entitled to a restoration of their Musubi Account or any Member Content. If a Member’s access to or use of the Platform has been limited or a Musubi Account has been suspended or this Agreement has been terminated by Musubi, Members may not register a new Musubi Account or access and use the Platform through a Musubi Account of another Member.

15.9 Sections 5 and 16 to 22 of these ToS, and any other provision indicated in this ToS to remain in force after the termination, shall survive any termination or expiration of this Agreement.

Disclaimers

16.1 If a Member chooses to use the Platform or Collective Content, and to enter a Transaction, they do so voluntarily and at their sole risk. The Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

16.2 Members agree that they have had whatever opportunity they deem necessary to investigate the Musubi Services, laws, rules, or regulations that may be applicable to this Agreement and to the Transactions and that they are not relying upon any statement of law or fact made by Musubi relating to Products or a Collective Content.

16.3 If a Member chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, Musubi disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

16.4 Members agree that Transactions may carry inherent risk, and by entering into such Transactions, they choose to assume those risks voluntarily. Members agree to release and hold harmless Musubi from all liabilities and claims that arise from the Transactions.

16.5 The foregoing disclaimers apply to the maximum extent permitted by law. If members have other statutory rights, the duration of statutorily required warranties, if any, shall be limited to the minimum extent permitted by law.

Liability

17.1 Members acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of (i) their access to and use of the Platform, and/or (ii) the use of the Services and/or (iii) any other interaction with other Members whether in person or online, remains with Members. Neither Musubi nor any other party involved in creating, producing, or delivering the Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these ToS, (ii) from the use of or inability to use the Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom Members communicate, interact or meet with as a result of Members’ use of the Platform, or (iv) from Members’ publishing of any Member Content, (v) Products, (vi) Transactions, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Musubi has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. 

17.2 In no event will Musubi’s aggregate liability arising out of or in connection with these ToS and Members’ use of the Musubi Platform including, but not limited to, from Members’ publishing via the Musubi Platform, or from the use of or inability to use the Platform or Collective Content and in connection with any Product and Transaction, or interactions with any other Members, exceed the amounts that the Members involved have paid or owe for Musubi’s Fees concerning the event giving rise to the liability, or Musubi’s Fees paid to Musubi in the three (3) month period prior to the event giving rise to the liability, or one hundred Euros (€ 100.00), if no such fees have not been paid, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Musubi and Members. Should this limitation of liability not be applicable, the payable damages to Members shall be equal to the minimum amount provided for by applicable law.

Indemnification

To the maximum extent permitted by applicable law, Members agree to release, defend (at Musubi’s option), indemnify, and hold Musubi and its affiliates and subsidiaries, including but not limited to, Musubi Mexico, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Members’ breach of these ToS or any other obligation with Musubi and/or other Members, (ii) Members’ improper use of the Platform or any Musubi Services, (iii) Members’ interaction with any Member  including, without limitation, any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction and or related to any Product or Transaction, (iv) Members’ breach of any laws, regulations or third party rights.

Dispute Resolution

19.1 Before raising a claim against Musubi, Members shall start a conciliation/any other alternative dispute resolution before the competent bodies of the Chamber of Commerce of Milan. 

Feedback

Musubi welcomes and encourages Members to provide feedback, comments and suggestions for improvements to the Platform (“Feedback“). Members may submit Feedback by emailing Musubi, through the “Contact” section of the Platform, or by other means of communication. Any Feedback Members submit to Musubi will be considered non-confidential and non-proprietary to Members. By submitting Feedback to Musubi, Members grant Musubi a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to Members.

Applicable Law and Jurisdiction

21.1 This Agreement shall be governed by, and construed in accordance with, the laws of Italy.

21.2 All disputes arising in connection with this Agreement, its interpretation, performance or termination shall be exclusively submitted to the Court of Milan. 

21.3 Any claim concerning (i) the use of the Platform, (ii) Musubi Services and (iii) any other contractual relationship between Musubi and Members, including any claim against Musubi, either directly or indirectly, related to the Products and/or the Transactions shall be exclusively submitted to the Court of Milan. 

General Provisions

22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these ToS constitute the entire Agreement between Musubi and Members pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Musubi and Members in relation to the access to and use of the Platform.

22.2 No joint venture, partnership, employment, or agency relationship exists between Members and Musubi as a result of this Agreement or Members’ use of the Platform.

22.3 These ToS do not and are not intended to confer any rights or remedies upon any person other than the parties.

22.4 If any provision of these ToS is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. If any provision of this agreement is held to be invalid Musubi and Members shall, if possible, substitute for such invalid/unenforceable provision a valid provision corresponding to the spirit and purpose thereof.

22.5 Musubi’s failure to enforce any right or provision in these ToS will not constitute a waiver of such right or provision unless acknowledged and agreed to by Musubi in writing. Except as expressly set forth in these ToS, the exercise by either party of any of its remedies under these ToS will be without prejudice to its other remedies under these ToS or otherwise permitted under law.

22.6 Members may not assign, transfer or delegate this Agreement and their rights and obligations hereunder without Musubi's prior written consent. Musubi may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Members’ right to terminate this Agreement at any time remains unaffected.

22.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Musubi via email, Platform notification, or messaging service (including SMS).