Last Updated: 13 October 2025
1. Introduction and Acceptance of Terms
1.1 Overview of the MusoLearn Marketplace
Welcome to MusoLearn Marketplace ("Marketplace"), an online platform operated by Imparo Group Pty Ltd (“MusoLearn,” “Company,” “we,” “us,”, or “our”), a company incorporated in Victoria, Australia. The Marketplace facilitates the buying, selling, and co-creation of digital educational content ("Content") and physical education-related products ("Products"). Our platform connects individuals and organisations seeking to learn, teach, and share musical knowledge through various offerings.
MusoLearn operates a dual model:
(a) The Marketplace: Where independent sellers (“Sellers”) list and sell their own Content and Products.
(b) The MusoLearn Membership Library: A curated collection of education courses and/or products produced and owned by MusoLearn.
1.2 MusoLearn Membership Library
Access to the MusoLearn Membership Library is governed separately and includes only those courses produced and owned by MusoLearn. Unless explicitly stated, this Membership does not include access to Seller-created Content or Products. In cases where a Seller co-creates Content with MusoLearn as a verified “Co-author Premium Seller”, such Content may be included in the Membership Library and made available to MusoLearn Members at no additional cost.
1.3 Binding Agreement
By accessing or using the Marketplace, you acknowledge and confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Marketplace. These Terms apply to all users, including Sellers, Buyers, Organisations, and visitors.
2. Definitions
3. User Eligibility and Account Registration
3.1 Eligibility
To use the Marketplace (including Buyer, Seller, and Organisation Accounts), you must:
(a) Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; or
(b) Have the consent of a parent or legal guardian if under the age of majority.
An Account created by an adult may be used by a minor (under 18 years of age) under the direct supervision and responsibility of the adult who registered the Account. The adult is solely responsible for all activities conducted through the Account, including purchases, content consumption, and adherence to these Terms, when used by a minor. MusoLearn does not offer or support the direct creation of accounts by minors.
You represent and warrant that you meet these eligibility requirements.
3.2 For Organisations: Representation and Authorisation
If you are registering an Account on behalf of an Organisation, you represent and warrant that you have the full legal authority to bind that Organisation to these Terms. You also confirm that all information provided regarding the Organisation is accurate and complete.
3.3 Account Registration
To access Marketplace, you must register for an Account. You agree to:
(a) Provide accurate, current, and complete information;
(b) Maintain and promptly update your Account information;
(c) Maintain the security of your password and login credentials;
(d) Notify us immediately of any unauthorised use or security breach; and
(e) Accept full responsibility for all activities that occur under your account
3.4 Buyers Account
Buyer Accounts are free to create and allow users to browse, purchase, and access Content and Products available on the Marketplace. Buyers are responsible for maintaining the confidentiality of their Account login information.
3.5 Seller Accounts
Seller Accounts allow individuals to upload, list, and sell their original digital educational Content and Products. Sellers must provide accurate personal and financial information for payouts and tax purposes. All Content and Products uploaded by Sellers must comply with all relevant Terms of Service.
3.6 Organisation Accounts
Organisations may register Accounts for multiple Users, provided they:
(a) Designate an authorised administrator;
(b) Ensure all Users comply with these Terms; and
(c) Accept liability for all User conduct under the Organisation’s Account.
3.7 Account Security and Responsibility
Users are solely responsible for maintaining the confidentiality of your own Account login credentials (username and password) and for all activities that occur under your Account, whether or not you authorised such activities. You agree to notify MusoLearn immediately of any unauthorised use of your Account or any other breach of security. MusoLearn will not be liable for any loss or damage arising from your failure to comply with this security obligation.
3.8 Account Termination or Suspension
MusoLearn reserves the right to suspend or terminate your Account at its sole discretion for any breach of these Terms or conduct deem inappropriate or unlawful.
4. Use of the Marketplace
4.1 User Responsibilities
You agree to use the Marketplace in accordance with applicable laws and these Terms. You must not:
(a) use the Marketplace for unlawful, harmful, or fraudulent purposes;
(b) interfere with the operation or security of the Marketplace;
(c) reverse-engineer or attempt to derive source code from the Marketplace;
(d) upload or transmit harmful code;
(e) misrepresent your identity or affiliation.
4.2 Marketplace Access
We may modify, suspend, or discontinue all or part of the Marketplace without notice. We are not liable for any unavailability or modification.
5. Content and Products
5.1 Seller-Created Content and Products
The Marketplace hosts Content and Products provided by independent Sellers. We do not endorse, guarantee, or assume responsibility for Seller offerings unless otherwise stated.
5.2 MusoLearn-Produced Content
MusoLearn retains all rights to official Content included in the MusoLearn Membership Library. Such Content may not be resold, redistributed, or repurposed outside the platform without written permission.
5.3 Content Accuracy and Reliability
Users understand that Content and Products may vary in quality, applicability, and accuracy. We are not responsible for monitoring or verifying all listings.
5.4 Platform Guidelines
Sellers must follow all platform listing guidelines, Terms, and quality standards, which may be updated from time to time.
6. Seller Categories, Fees, Commission Structures, and IP Ownership
MusoLearn Marketplace offers four distinct categories of Sellers. Each category is subject to specific terms and conditions, including subscription fees, commission rates, and Intellectual Property (IP) ownership, as outlined in clauses 6.1 to 6.4.
Unless otherwise expressly stated in the specific Seller category terms, fees, commission rates and IP ownership will follow the default arrangement applicable to that category. Intellectual Property rights in the Content and Products remain with the Seller, except where otherwise specified (for example, under clause 6.4, where such rights belong to MusoLearn). All default figures are presented in bold for ease of reference and future updates.
6.1 Free Seller
(a) Subscription Fee: No subscription fee applies.
(b) Commission: MusoLearn will retain sixty percent (60%) of the net sale price (excluding GST) for all Content and Products sold; the Seller will receive forty percent (40%).
(c) Intellectual Property (IP): The Free Seller retains all Intellectual Property rights in the Content and Products uploaded under this category.
6.2 Premium Seller
(a) Subscription Fee: A non-refundable subscription fee of fifty-nine Australian Dollars and ninety-five cents (AUD $59.95), inclusive of GST, is payable annually.
(b) Commission: MusoLearn will retain twenty percent (20%) of the net sale price (excluding GST) for all Content and Products sold; the Seller will receive eighty percent (80%).
(c) Intellectual Property (IP): The Premium Seller retains all Intellectual Property rights in the Content and Products uploaded under this category.
6.3 MusoHunt Seller
(a) Subscription Fee: No subscription fee applies.
(b) Commission: MusoLearn will retain twenty percent (20%) of the net sale price (excluding GST) for all Content and Products sold.
(c) Intellectual Property (IP): The MusoHunt Seller retains all Intellectual Property rights in the Content and Products uploaded under this category.
(d) Eligibility: This category is available to teachers who have been accepted as MusoHunt instructors via www.musohunt.com. Entry may also be granted by invitation or by selection through MusoLearn’s internal team based on predetermined criteria, such as content quality, subject matter expertise, or strategic alignment.
6.4 Co-author Premium Seller
(a) Subscription Fee: No subscription fee applies.
(b) Commission: MusoLearn will retain sixty percent (60%) of the net sale price (excluding GST) of co-authored Content and Products, unless otherwise specified in a separate written agreement.
(c) Intellectual Property (IP): Intellectual Property rights for Content and Products created under this category belong to MusoLearn, subject to the terms of a mutually agreed co-authorship agreement.
(d) Collaboration: This category involves active collaboration between the Seller and MusoLearn in the co-development of Content. Such Content may be made available to MusoLearn Members as part of the official ML Membership library and may be offered at no additional cost to current subscribers.
6.5 General Conditions
(a) All fees and commissions under this Section 6 are subject to review and adjustment by MusoLearn. Any changes will be communicated to Sellers in accordance with Section 2 (Modifications to Terms).
(b) For ease of future revisions and/or updates, MusoLearn reserves the right to designate or revise default values, including but not limited to commission percentages, Intellectual Property ownership provisions, or annual fees, from time to time without the need to amend each individual clause.
7. Licensing and Intellectual Property
7.1 Ownership of Intellectual Property
All Content available on MusoLearn, including but not limited to educational materials, video lessons, images, audio, trademarks, logos, and written materials, is either the property of MusoLearn or has been licensed to MusoLarn by the original creators. Musolearn retains all rights, title, and interest in and to its proprietary Content.
Some parts of the MusoLearn Services allow Sellers to upload or post Content and Products. Except where otherwise specified in these Terms (for example, under clause 6.4 for Co-author Premium Sellers), Sellers retain all Intellectual Property rights they hold in such Content and Products. MusoLearn does not claim any ownership (including copyright, trademark, or other rights) over Content or Products uploaded by Sellers, except as expressly provided in a separate written agreement or in these Terms.
All Sellers are responsible for ensuring that they have obtained all necessary rights, licenses, consents, and permissions required to upload, display, and sell their Content and Products on the MusoLearn Marketplace, and that such Content does not infringe upon any third-party rights or violate any applicable laws or regulations.
7.2 Content Uploaded by Sellers
By uploading and/or submitting Content to the Marketplace, Sellers grant MusoLearn a non-exclusive, royalty-free, transferable, sub-licensable, and worldwide license to host, store, use, display, reproduce, modify, adapt, publish, distribute, and promote the Content on or through the Marketplace and affiliated platforms, in connection with the promotion and operation of the Marketplace. This includes the right to sublicense such rights to third parties assisting MusoLearn with platform operations or marketing.
7.3 Restrictions and Prohibited Content
Sellers and users agree not to upload, post, or transmit any Content that:
MusoLearn reserves the right to remove any Content that violates these Terms at its sole discretion, without prior notice.
7.4 Infringement Reporting
If you believe your IP rights have been violated, please contact us immediately with supporting documentation. We will investigate and take appropriate action, including removal or suspension of infringing material.
7.5 Seller’s Warranty on Originality and Legal Right to Publish
By uploading Content to the Marketplace, Seller expressly warrant that:
8. Rights and Responsibilities of Sellers
8.1 Seller Responsibilities
By uploading, listing and selling Content or Products on the MusoLearn Marketplace, you, as a Seller, agree to the following obligations:
(a) To provide accurate, complete, and truthful information relating to your Content and Products, including but not limited to descriptions, pricing, delivery timelines, and availability.
(b) To ensure the quality, functionality, and completeness of all Content and Products offered for sale on the Marketplace.
(c) To deliver digital Content (e.g., course access credentials, redemption codes, or live event links) promptly and as specified in your listings and these Terms; and, for any physical Products, to produce or manufacture and ship them in a timely manner in accordance with your listings and these Terms. To respond promptly, professionally, and courteously to Buyer inquiries, complaints, and refund or support requests.
(d) To comply with all applicable local, national, and international laws and regulations, including but not limited to those concerning consumer protection, digital commerce, and tax obligations.
(e) To maintain the confidentiality and integrity of any personal data or information relating to Buyers that you may access through Marketplace and/or MusoLearn.
8.2 Seller Rights
As a Seller on the MusoLearn Marketplace, you are entitled to the following rights:
(a) To determine and set pricing of your Content and Products, subject to MusoLearn's pricing guidelines issued by MusoLearn (if any).
(b) To receive payments for your successful transactions, in accordance with MusoLearn's prevailing commission structure and payment schedule outlined in Section 6 and Section 14.2.
(c) To utilise the platform’s features, tools and resources for managing your listings, sales activities, and Buyer engagement, including review monitoring and communication interfaces.
9. Available Features and Tools for Sellers
MusoLearn Marketplace provides Sellers with various features designed to facilitate the sale of individual Content and Products, including but not limited to:
(a) Hosting pre-recorded video courses on Marketplace platform.
(b) Hosting and managing live events (online or offline).
(c) Selling digital educational materials, including PDFs, assessments, and quizzes.
(d) Selling physical products, subject to individual Sellers’ Shipping and Delivery terms.
(e) Creating and managing online communities within the MusoLearn ecosystem.
(f) Accessing private and/or group chat functionalities for communication with Buyers.
10. Buyers’ Rights and Responsibilities
10.1 Buyer Responsibilities
As a Buyer on MusoLearn Marketplace, you agree to:
(a) Provide accurate, up-to-date, and complete payment and billing information for all purchases.
(b) Comply with the licensing terms applicable to purchased Content, which generally grant a non-exclusive, non-transferable license for personal and educational use, unless otherwise stated.
(c) Use Content and Products ethically and in accordance with all applicable laws.
(d) Not redistribute, resell, or share purchased Content or Products without explicit authorisation from the Seller or MusoLearn.
10.2 Buyer Rights
As a Buyer, you have the right to:
(a) Access purchased Content and Products in the manner and format described in the relevant listing.
(b) Request refunds in accordance with MusoLearn's Refund and Cancellation Policy.
(c) Submit reviews and ratings for purchased Content and Products at any time, subject to the MusoLearn’s Review and Rating Policy (Section 11).
11. Review and Rating Policy
Buyers are encouraged to leave constructive and honest reviews and ratings for Content and Products they have purchased. MusoLearn reserves the right to remove or moderate reviews that:
(a) Contain language that is offensive, defamatory, or otherwise inappropriate.
(b) Are irrelevant or unrelated to the Content or Product reviewed.
(c) Are spam, promotional, or in breach of these Terms by nature.
Sellers are strictly prohibited from manipulating reviews or offering any form of incentive, monetary or otherwise, in exchange for positive reviews and/or feedbacks.
12. Use of Generative AI (GenAI) in Content
Sellers who use generative AI tools to create or assist in the creation of their Content must:
(a) Clearly disclose the use of AI in the Content description if AI generated material form a substantial portion of the creative or instructional content.
(b) Ensure that any AI-generated content does not infringe upon existing Intellectual Property rights of third parties.
(c) Independently review and verify the accuracy, originality , and pedagogical quality of all AI-generated content prior to publication.
(d) Accept full responsibility for any issues or disputes arising from the use of AI, including but not limited to factual inaccuracies, copyright infringement, or ethical concerns.
MusoLearn reserves the right to remove any Content that, in its sole discretion, fails to meet quality standards or violates these Terms.
13. Promotions and Sales
MusoLearn may, from time to time, conduct platform-wide promotions, discounts, or targeted marketing campaigns, or product-specific discounts, sales, or promotional campaigns. By listing Content or Products on the Marketplace, Sellers hereby grant MusoLearn the right to include their listings in such promotional activities at MusoLearn’s sole discretion, unless the Seller has explicitly opted out through a designated opt-out mechanism or a separate written agreement. MusoLearn will use reasonable efforts to notify Sellers in advance of any significant promotions and will endeavour to provide details of major campaigns in advance.
14. Pricing, GST and Taxation
14.1 Pricing and GST Inclusion
MusoLearn is registered for Goods and Services Tax (GST) in Australia. All prices listed on the MusoLearn Marketplace for Content and Products are inclusive of GST, where applicable.
14.2 Commission Breakdown and Payment Schedule
Commission structures are outlined in Section 6. Seller payout are processed on a monthly basis and typically occur thirty (30) days following the close of each monthly earnings period, provided the Seller's accumulated earnings meet or exceeds a minimum threshold of AUD $25.00.
14.3 Fees and Deductions (Annual or Otherwise)
Premium Seller annual fees (AUD $59.95) are non-refundable and must be paid in full to maintain access to Premium benefits. Other applicable deductions, such as third-party payment processing fees (e.g., Stripe or PayPal), may be applied to Seller earnings and will be transparently itemised.
14.4 Currency and Conversion
All transactions on the MusoLearn Marketplace, including Content and Product pricing, fees, and payouts, are processed in Australian Dollars (AUD). While Content and Product prices may be displayed in other currencies for convenience, the final transaction will be finalised in AUD.
14.5 Seller Tax Obligation
Sellers are solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes (including, but not limited to, income tax, goods and services tax (GST), or value-added tax (VAT)) arising from their sales on the Marketplace, in accordance with the laws of their jurisdiction. MusoLearn will not and shall not be liable for any Seller tax liability beyond the GST obligations where MusoLearn is the merchant of record.
14.6 Recipient Created Tax Invoices (RCTIs)
Where applicable and mutually agreed, MusoLearn may issue Recipient Created Tax Invoices (RCTIs) to Sellers for its commissions share, in compliance with Australian tax regulations. By participating, Sellers agree to the necessary declarations required by the Australian Taxation Office.
14.7 Revenue Distribution and Payout Calculation
The revenue from each sale on the Marketplace will be allocated as follow:
15. Refunds and Cancellations
15.1 MusoLearn’s Refund Policy for Buyers
MusoLearn aims to ensure Buyer satisfaction. Refunds for Content and Products purchased on the Marketplace are generally subject to MusoLearn's Refund Policy, which will be published separately and subject to periodic updates. This policy may include conditions such as a limited refund window (e.g., seven (7) days from the date of purchase for digital Content) and specific reasons for refund eligibility (e.g., Content is not as described, technical issues preventing access, or the Product is damaged or not delivered).
For live events, refund and cancellation terms will be outlined by the respective Seller and must align and comply with MusoLearn's general refund policy.
15.2 Seller Responsibilities in Handling Refunds and Cancellations
Sellers agree to respond promptly and professionally to any Buyer refund or cancellation requests related to their Content or Products. Sellers must cooperate with MusoLearn in resolving disputes and adhere to MusoLearn's refund policy. Failure to Failure to comply may result in enforcement actions, including, but not limited to, warnings, temporary suspension, or permanent termination of the Seller Account.
16. Shipping and Delivery
16.1 Seller Responsibilities for Physical Products
For physical Products sold on the Marketplace, Sellers are solely responsible for:
(a) Packaging and Shipping: Properly packaging Products and arranging for their shipment to the Buyer.
(b) Shipping Costs: Clearly disclosing all shipping fees in the Product listing.
(c) Estimated Delivery: Providing and adhering to realistic estimated delivery timeline.
(d) Tracking: Providing tracking information to Buyers where available.
(e) Customs and Duties: Informing Buyers of any potential customs duties, import taxes, or other charges that may apply to international shipments. Buyers are generally responsible for these charges.
(f) Returns: Managing returns and exchanges in accordance with MusoLearn's Refund Policy and any specific return policy disclosed in the Seller’s listing.
16.2 MusoLearn's Role in Shipping
MusoLearn acts solely as a platform facilitating the transaction between Buyers and Sellers. MusoLearn is not liable for the manufacturing, packaging, shipping, delivery, condition, or loss of physical Products, or for any issues arising from shipping delays, logistics errors, or customs procedures.
17. Content Moderation, Quality Control, and Removal Policy
MusoLearn reserves the right, but is not obligated, to monitor, review, and remove any Content or Products posted on the Marketplace at its sole discretion, without prior notice. This includes, but is not limited to, Content or Products that:
(a) Violate these Terms or any other MusoLearn policies.
(b) Are deemed to be of low quality or inaccurately described.
(c) Infringe upon the Intellectual Property rights of others.
(d) Are reported by other Users as inappropriate or problematic.
(e) Are illegal or promote illegal activities.
MusoLearn may also implement quality control measures, including mandatory Seller compliance with minimum Content and Products standards. Repeated violations or failure to meet quality standards may result in suspension or termination of a Seller's Account.
18. Intellectual Property Rights
18.1 Seller Content IP
As outlined in Section 6, for Free Sellers, Premium Sellers, and MusoHunt Sellers, all Intellectual Property rights for uploaded Content and Products remain with the respective Seller. Sellers grant MusoLearn a limited, non-exclusive, worldwide, royalty-free license to use the Content as described in Section 6 for the operation and promotion of the Marketplace.
18.2 Co-authored Content IP
For Co-author Premium Sellers, Intellectual Property rights for Content and Products co-authored with MusoLearn typically belong to and vest in MusoLearn, subject to Section 6.4. This Content may be included in the MusoLearn Membership library and accessed by subscribers in accordance with the license granted therein
18.3 General IP Compliance
All Users must respect the Intellectual Property rights of others. Users shall not to upload, distribute, or use any Content or Products that infringe upon the third-party rights, including but not limited to copyrights, trademarks, patents, trade secrets. MusoLearn will respond to notices of alleged infringement that comply with applicable law and may remove Content as required.
19. Account Closure and Termination
19.1 Voluntary Account Closure
Users may close their Account at any time by following the instructions provided in their Account settings on the Marketplace or by contacting MusoLearn support. Upon voluntary closure, access to the Marketplace will cease immediately. Any remaining payouts will be processed in accordance with the payment schedule stipulated in Section 14 and will be subject to applicable fees or deductions.
19.2 Account Suspension or Termination by MusoLearn
MusoLearn reserves the right to suspend or terminate an Account, or your access to all or part of the Marketplace, at its sole discretion, without prior notice or liability, for any reasons including, but not limited to:
(a) Breach or violation of these Terms or any other related policies.
(b) Engaging in fraudulent, illegal, abusive, or harmful conduct.
(c) Infringement or violation of Intellectual Property rights.
(d) Failure to fulfil financial obligations to / with MusoLearn, including any fees or commissions.
(e) Any activities deemed harmful or detrimental to MusoLearn community, Marketplace, or platform integrity.
19.3 Consequences of Termination and Data Retention
Upon Account termination:
(a) Your right to access / use the Marketplace will cease immediately.
(b) Any outstanding payouts due to Sellers will be processed, subject to adjustment for any fees or damages owed to MusoLearn.
(c) Content and Products uploaded by Sellers may be removed from the Marketplace.
(d) Any licenses granted by MusoLearn to Buyers for purchased Content will generally remain valid, subject to the terms of the individual / original licence terms.
(e) MusoLearn will not be liable to you or any third party for any termination of your Account or access to the Marketplace.
(f) MusoLearn will retain certain data as required to comply with legal obligations, resolve disputes, and enforce agreements, as outlined in our Privacy Policy.
20. Privacy Policy
MusoLearn is committed to protecting your privacy. Our collection, storage, use, processing, and disclosure of personal data are governed by our separate Privacy Policy, which is incorporated into these Terms by reference. By using the Marketplace, you consent to the data practices described in our Privacy Policy. We recommend periodic review of the Privacy Policy for updates.
21. Third-Party Services
The MusoLearn Marketplace may integrate with or utilise third-party services, such as payment processors (e.g., Stripe, PayPal) or analytics providers. Your use of such third-party services is subject to their individual/respective terms and conditions and privacy policies. MusoLearn does not control or assume liability for the actions and practices of any third-party service providers.
22. Limitation of Liability
To the maximum extent permitted by law, MusoLearn, its directors, employees, partners, agents, suppliers, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising from:
(a) Your access to or use of, or inability to access or use, the Marketplace;
(b) Any conduct or Content or Products of any third party;
(c) Any Content or Products obtained through or from the Marketplace.
(d) Unauthorised access, use, or alteration of your data,
This applies regardless of the legal theory invoked, and even if an exclusive remedy is found to have failed of its essential purpose.
23. Indemnification
You agree to indemnify, defend, and hold harmless MusoLearn and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising from any of the following:
(a) Your use of the Marketplace;
(b) Your violation of these Terms;
(c) Your infringement of any Intellectual Property or Third-party rights.
24. Severability
If any provision of these Terms is deemed invalid or unenforceable, it shall be modified to the minimum extent required to render it valid. If modification is not possible, the provision will be severed without affecting the remainder of the Terms, which shall remain in full force and effect.
25. Modifications to Terms
MusoLearn reserves the right, at its sole discretion, to amend or replace these Terms at any time. For material changes, we will provide at least thirty (30) days' notice via email, platform notifications, or by posting the revised Terms. What constitutes a material change will be determined at our sole discretion. Your continued use of the Marketplace after the effective date of any updated Terms constitutes your acceptance of the new Terms.
24. Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or in connection with these Terms shall subject to the exclusive jurisdiction of the courts located in Victoria, Australia. By using the Marketplace, you irrevocably submit to these courts.
25. Contact and Support
If you have any questions about these Terms, the MusoLearn Marketplace, or any other inquiries, please contact us at:
Email: [email protected]