End User License Agreement and Terms
Date of Last Revision: August 08, 2017
This End User License Agreement
and Terms of Service (the "EULA") is a binding contract
between you, an individual user ("you") and Moodfit.
("Moodfit", "us" or "we")
governing your use of the Moodfit website (the "Website")
and mobile application (the "App") (the Website and the
App are, collectively, the "Service").BY
INSTALLING THE APP OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT
YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE EULA IF YOU DO NOT
AGREE, THEN YOU MAY NOT USE THE SERVICE.
To have a hard copy of the EULA
sent to you, please submit your request email@example.com.
- Summary of Material Terms.
As provided in greater detail in
the EULA (and without limiting the express language of the EULA), you
acknowledge the following:
- the App is licensed, not sold to you, and that you
may use the App only as set forth in the EULA;
- the use of the App may be subject to separate third-party
terms of service and fees, including, without limitation, your mobile
network operator's (the "Carrier") terms of service and fees,
including fees charged for data usage and overage, which are your sole
- you consent to the collection, use, and disclosure
including with respect to the collection of location information;
- the App is provided "as is" without
warranties of any kind and MOODFIT's liability to you is limited as
- disputes arising hereunder will be resolved by
- if you are using the App on an iOS-based device,
then you agree to and acknowledge the "Notice Regarding Apple,"
Service is a platform enabling people seeking interior design services
("Clients") to find and select interior designers
("Designers") (both Clients and Designers are
"Users"). Please be advised: Although MOODFIT
administers the Design Projects (as described in greater detail below)
and establishes certain terms for certain packages offered through the
Service (including package features, pricing and options), MOODFIT is not
otherwise a party to the design services and any other off-line
transactions that may take place between Clients and Designers.
provides a platform whereby Designers can participate in the Design
Projects and third-party manufactures can offer their products and
services, and this platform includes communication tools, including the
use of an MOODFIT e-mail address (e.g. @moodfit.com). All Users
acknowledge and understand that MOODFIT is not an employer, broker, agent
or insurer for any Users of the Service, whether they be Designers or
Clients. MOODFIT's acceptance of a Designer to the Service should not be
construed or otherwise deemed an endorsement or promotion of such
Designer and its acceptance relied upon the Designer's representation and
warranty to MOODFIT of the accuracy of information submitted about such
Designer. As the Service solely provides a platform and tools for Users
to communicate with potential transaction partners, any such transactions
are made by all Users at each User's own risk.
- Third Party Fees. You may incur third party
fees through use of the Service, such as fees charged by your Carrier for
data usage. In addition, you may be subject to third party terms, through
your use of the Service, such as your Carrier's terms of service. You
acknowledge and agree that you are solely responsible for all such fees
incurred by you for use of the Service, and you agree to pay all such
fees and abide by all such terms.
- Changes to the EULA. We may revise the EULA
at any time by posting an updated version You should visit this page
periodically to review the most current EULA, because you are bound by it
Your continued use of the Service after a change to the EULA constitutes
your binding acceptance of the EULA.
- EligibilityIf you are using or opening
an account on the Service on behalf of a company, entity, or organization
(each a "Subscribing Entity"), then you represent
and warrant that you: (i) are an authorized representative of that
Subscribing Entity with the authority to bind such entity to the EULA and
(ii) agree to be bound by the EULA on behalf of such Subscribing Entity.
- MinorsThe Service is available only
to, and may only be used by, individuals who are 18 years of age and
older, and who can form legally binding contracts under applicable law.
By registering with the Service, you represent and warrant that you
are at least 18 years old and that all registration information you
submit is accurate and truthful. We may, in our sole discretion,
refuse to offer access to or use of the Service to any person or entity
and change the eligibility criteria at any time. This foregoing is
void where prohibited by law and the right to access the Service is
revoked in such jurisdictions.
- Scope of License to Users.
- License Grant to You. The Service is
licensed, not sold, to you for use only under the terms of the EULA
Subject to your complete and ongoing compliance with the terms and
conditions of the EULA, MOODFIT hereby grants you a personal, limited,
revocable, non-transferable license to (i) use the App on compatible,
authorized devices that you own or control and (ii) access and use the
Website, in both instances solely for your own use or for the use of the
Subscribing Entity on whose behalf you are authorized to act.
- License Limitations. You may not modify,
alter, reproduce, or distribute the App You may not directly rent, lease,
lend, sell, redistribute or sublicense the Service You may not copy,
decompile, reverse engineer, disassemble, attempt to derive the source
code of, modify, or create derivative works of any portion of the
Service, any updates, or any part thereof (except as and only to the
extent any foregoing restriction is prohibited by applicable law), nor
attempt to disable or circumvent any security or other technological
measure designed to protect the Service or any content available through
the Service If you breach these license restrictions, or otherwise exceed
the scope of the licenses granted in the EULA, then you may be subject to
prosecution and damages, as well as liability for infringement of
intellectual property rights, and denial of access to the Service.
- Applicability to UpdatesThe terms of
the EULA will govern any updates provided to you by MOODFIT that replace
and/or supplement the App, unless such upgrade is accompanied by a
separate license or revised EULA, in which case the terms of that license
or revised EULA will govern.
- Registration and Eligibility.
- Account Types and RegistrationAnyone
may browse the public-facing pages of the Service and take a style quiz,
but in order to become a Client or Designer, you must create an account.
- ClientTo become a Client, you must provide your phone number,
email address, name and a username and password. You will also take a
style quiz (to help us determine your preferred design styles) and
select one of the Designers that Moodfit suggests. The "Design package”
will include a style board, furniture plan, shopping list and
instructions from your Winning Designer (as defined below) based on your
space and budget.
- DesignerTo become a Designer, you
must submit an application to MOODFIT for approval. Each application
will consist of your resume and portfolio. Design applications must be
submitted via the Website or by email when instructed by MOODFIT. MOODFIT
will respond to all applications as soon as possible, typically within 7
business days. MOODFIT's decision to accept or reject any application is
within its sole and exclusive discretion and MOODFIT is under no
obligation to accept any designer. If accepted, Designer is required to
enter into the Supplemental Designer Agreement as a condition of
becoming a Designer through the Service. MOODFIT will generate a profile
for the Designer on the Service which will feature a picture and
portfolio of the Designer, both subject to the license grants for Your
Content (as defined below) in Section 5.
- Account SecurityYour account is
personal to you, and you may not share your account information with, or
allow access to your account by, any third party As you will be
responsible for all activity that occurs under your access credentials,
you agree to use reasonable efforts to prevent unauthorized access to or
use of the Service and to preserve the confidentiality of your username
and password, and any device that you use to access the Service You agree
to notify us immediately of any breach in secrecy of your log-in
information If you have any reason to believe that your account
information has been compromised or that your account has been accessed
by a third party, you agree to immediately notify MOODFIT by e-mail to
firstname.lastname@example.org You will be solely responsible for the losses incurred
by MOODFIT and others due to any unauthorized use of your account.
- Content You Submit; License Grants from You.
- Your Content. If you are a Client, you may
be able to create, post, or share content, such as pictures of your
space, floor plans and household objects ("Client Content")
If you are a Designer, the Service may provide you with the ability to
create, post, or share content, such as design submissions and pictures
for your profile ("Designer Content";
collectively, with Client Content, "Your Content")
MOODFIT claims no ownership or control over Your Content. You or a
third-party licensor, as appropriate, retain all copyright, patent, and
trademark rights to any of Your Content that you post on or through the
Service You are responsible for protecting those rights.
- License Grants to MOODFIT. By creating,
posting, or sharing Your Content on or through the Service, and subject
non-exclusive, sub-licensable, royalty-free, transferable license to use,
modify, remove, publish, transmit, or display Your Content in order to
(a) facilitate matches between Designers and Clients and (b) advertise
and promote the Service.
- You Must Have Rights to the Content You Post.
You represent and warrant that: (i) you own Your Content or otherwise
have the right to grant the license set forth in the EULA, (ii) the
posting and use of Your Content on or through the Service does not
violate the privacy rights, publicity rights, copyrights, contract
rights, intellectual property rights, or any other rights of any person,
and (iii) the posting of Your Content on the Service does not result in a
breach of contract between you and a third party You agree to pay for all
royalties, fees, and any other monies owing any person by reason of Your
Content that you post on or through the Service You also acknowledge and
agree that Your Content is non-confidential and non-proprietary.
A Client wishing to engage a Designer and purchase a
Design Package through the Service will initiate a "Project".
The Project will provide the Client with an opportunity to select from a
variety of designers, engage with the designer to receive the Project
Deliverables (as defined below). In order to initiate the Project, the Client
will proceed with:
the Project: The Client will take a style quiz (to help us determine your
preferred design styles) and select one of the Designers that Moodfit
suggests. The client then will fill the project brief specifying the
furniture budget, and the space’s dimensions and pictures.
Winning Designer will then submit up to 3 Custom Designs for the Client's
consideration within 7 days following the date the Project is posted to
the Service (the "Project Term"). The Client will
then give his comments to the Winning Designer on each of the submitted
during the Project: For the next 7 to 14 days, the Designer will submit 1
revised Custom Design based on the client’s comments in step 2, and both
the Designer and the Client will communicate on the Platform in order to
finalize the Project Deliverables (as defined below).
the end of the Project, the Winning Designer will submit to the Client a
floor plan, shopping list, mood board ("Project Deliverables”)
and answers to any of the Client's questions.
- Design Package: The fee (the "Fee") to be charged to
Clients for each Design Package will be $299 per room. The Fee is due
and payable in advance of Client’s initiation of a Project. A single room
is defined by its functionality and shall not be larger than 30 sqm.
- Merchandise Purchased on Client's Behalf by MOODFIT: Client's
invoice will include a 3.5% charge to cover online payment and credit
card processing fees, additional delivery charges as specified by the Merchandise
Suppliers (if applicable), as well as a charge to cover applicable
sales taxes (where required by law).
- Payments: The Service currently uses third parties to process payments.
Our third-party payment processors accept payments through various credit
cards, as detailed on the applicable payment screen. All monetary
transactions on the Service take place in U.S. Dollars.
- Taxes: Clients are responsible for
determining and paying the appropriate government taxes, fees and
service charges resulting from a transaction occurring through the
Service, except for taxes on MOODFIT's income. We are not responsible
for collecting, reporting, paying or remitting to you any such taxes,
fees or service charges, except as may otherwise be required by law.
- Taxes Associated with Merchandise Obtained
Through MOODFIT: MOODFIT's personal shopping assistants assist
Clients in purchasing items from their shopping list sourced by their
Designer. At no time does MOODFIT take title to or possession of the
personal property purchased by a Client. Title to and possession of such
personal property pass directly from the selling vendor to a Client and
such vendor is responsible for collecting and remitting any applicable
sales taxes to the appropriate jurisdictions where it conducts business.
- Refunds: If Client is not satisfied with the Projects Deliverables
received, Client can receive a full refund. To receive a refund, Client
must contact email@example.com within 7 days of receiving his/her Project
Deliverables. In order to process a refund, we will require Client to
speak with us via phone about the Project Deliverables received and what
else we can do to satisfy Client.
- DesignersMOODFIT will pay Winning
Designers an amount equal to the Fee, less MOODFIT's commission of 20%, after
the Project Deliverables are submitted to the Client. Payments for
Projects occur monthly on the first Tuesday of every month.
- Third Party Materials; MOODFIT Content.
- You understand that by using the Service, you may
encounter data, information, applications, materials and other content
from third parties, including other users (collectively, "Third
Party Materials"), and data, information, applications,
materials and other content from MOODFIT (collectively, "MOODFIT
Content" and, together with Third Party Materials, but
excluding Your Content, "Service Content"), that
may be offensive, indecent, or objectionable Nevertheless, you agree to
use the Service at your sole risk and that MOODFIT shall not have any
liability to you for any Service Content that may be found to be
offensive, indecent, or that is inaccurate, incomplete, untimely,
invalid, illegal, indecent, of poor quality or otherwise objectionable
You use the Service, and rely upon any Service Content accessible through
the Service, at your sole risk.
- In addition, third party services and Service
Content that may be accessed from, displayed on or linked to your device
are not available in all languages or in all countries MOODFIT makes no
representation that the Service, any third-party services, and Service
Content are appropriate or available for use in any particular location
To the extent you choose to access such services or materials, you do so
at your own initiative and are responsible for compliance with any and
all applicable laws.
- Your Use of the Service and Service Content.
Your right to use the Service is
a privilege, not a right, and is expressly conditioned on the following:
- You may access the Service solely as intended
through the provided functionality of the Service and as permitted under
- You agree not to copy, reproduce, distribute,
publish, display, perform, transmit, stream or broadcast any part of the
Service without MOODFIT's prior written authorization, including, by way
of example and not limitation, by doing or engaging in any of the
following without MOODFIT's express written consent:
- altering, defacing, mutilating or otherwise
bypassing any approved software through which the Service is made
- using any trademarks, service marks, design marks,
logos, photographs or other content belonging to MOODFIT or obtained
from the Service.
- You agree not to bypass, circumvent, damage or
otherwise interfere with any security or other features of the App
designed to control the manner in which the Service is used, harvest or
mine Service Content from the Service, or otherwise access or use the
Service in a manner inconsistent with individual human usage.
- You agree not to undertake, cause, permit or
authorize the translation, reverse engineering, disassembling or hacking
of any aspect of the Service, including any Service Content available on
or through the Service, or attempt to do any of the foregoing, except and
solely to the extent permitted by the EULA, the authorized features of
the Service, or by law, or otherwise attempt to use or access any portion
of the Service other than as intended by MOODFIT.
- You agree not to use, display, mirror, frame or
utilize framing techniques to enclose the Service, including any Service
Content available on or through the Service, or any portion thereof,
through any other application or website, unless and solely to the extent
MOODFIT makes available the means for embedding any part of the Service
or Service Content.
- You agree not to access, tamper with, or use
non-public areas of the Service, MOODFIT's (and its hosting company's)
computer systems and infrastructure, or the technical delivery systems of
- You agree not to harass, abuse, harm or advocate or
incite harassment, abuse or harm of another person or group, including MOODFIT
employees and other users.
- You agree not to provide any false personal
information to MOODFIT or any other user, or create a false identify or
impersonate another person or entity in any way.
- You agree not to create a new account with MOODFIT,
without MOODFIT's express written consent, if MOODFIT has previously
disabled an account of yours.
- You agree not to solicit, or attempt to solicit,
personal information from other users.
- You agree not to restrict, discourage or inhibit
any person from using the Service, disclose personal information about a
third person on the Service or obtained from the Service without the
consent of such person, or collect information about users.
- You agree not to use the Service, without MOODFIT's
express written consent, to communicate or facilitate any commercial
advertisement or solicitation, except as expressly permitted in the EULA.
- You agree not to gain unauthorized access to the
Service, to other users' accounts, names or personally identifiable
information, or to other computers or websites connected or linked to the
- You agree not to post, transmit or otherwise make
available any virus, worm, spyware or any other computer code, file or
program that may or is intended to disable, overburden, impair, damage or
hijack the operation of any hardware, software or telecommunications
equipment, or any other aspect of the Service or communications equipment
and computers connected to the Service.
- You agree not to interfere with or disrupt the
Service, or networks or servers connected to the Service, or violate the
regulations, policies or procedures of such networks or servers.
- You agree not to violate any applicable federal,
state or local laws or regulations or the EULA.
- You agree not to assist or permit any persons in
engaging in any of the activities described above.
- Third Party Software.
The App consists of a package of
components, including certain third party software ("Third Party
Software" and together with the App, the "Package")
provided under separate license terms (the "Third Party Terms"),
as described in more detail in Section 26 Your use of the Third Party Software
in conjunction with the App in a manner consistent with the terms of the EULA
is permitted, however, you may have broader rights under the applicable Third
Party Terms and nothing in the EULA is intended to impose further restrictions
on your use of the Third Party Software.
- Consent to Use of Data.
You agree that MOODFIT may
collect and use technical data and related information, including, but not
limited to, UDID, contacts, usage data, location and other technical
information about your device, system and application software, and
peripherals, that is gathered periodically to facilitate the provision of
software updates, product support, and other services to you (if any) related
to the Service, and to anonymously track and report your activity inside of the
more details regarding the information MOODFIT collects, and how it uses and
discloses that information.
The Service, Service Content, and
the media and materials contained therein, including all intellectual property
rights therein, are the sole and exclusive property of MOODFIT and its
licensors Except for the limited licenses expressly granted to you under the
EULA, no other rights, licenses, or immunities are granted or will be deemed to
be granted to you under the EULA, either expressly, or by implication, estoppel
We appreciate hearing from our
users and welcome your comments regarding the Service Please be advised,
however, that if you send us creative ideas, suggestions, inventions, or
materials ("Creative Ideas"), we will:
- own, exclusively, all now known or later discovered
rights to the Creative Ideas;
- not be subject to any obligation of confidentiality
and will not be liable for any use or disclosure of any Creative Ideas;
- be entitled to unrestricted use of the Creative
Ideas for any purpose whatsoever, commercial or otherwise, without
compensation to you or any other person.
- Consequences of Violating These Terms.
We reserve the right to suspend
or terminate your account and prevent access to the Service for any reason, at
our discretion. We reserve the right to refuse to provide the Service to you in
the future. MOODFIT may review and remove any of Your Content at any time for
any reason, including activity which, in its sole judgment: violates the EULA;
violates applicable laws, rules, or regulations; is abusive, disruptive,
offensive or illegal; or violates the rights of, or harms or threatens the
safety of, Users of the Service. You are responsible for any claims, fees,
fines, penalties, and other liability incurred by us or others caused by or
arising out of your breach of the EULA and your use of the Service.
- MOODFIT's Liability.
- Changes to the ServiceWe may change,
suspend, or discontinue any aspect of the Service at any time, including
hours of operation or availability of the Service or any feature, without
notice or liability.
- User DisputesWe are not responsible
for any disputes or disagreements between you and any third party you
interact with using the Service (including, without limitation, Designer
and third-party partners (including furniture or design item suppliers).
However, to the extent disputes between users arise in connection with
the use of the Service, MOODFIT reserves the right, in its sole and
exclusive discretion, to mediate between the subject users to an effort
to resolve the dispute. This includes disputes between Clients and
Designers. You assume all risk associated with dealing with third
parties. You agree to resolve disputes directly with the other party You
release MOODFIT of all claims, demands, and damages in disputes among
users of the Service You also agree not to involve us in such disputes
Use caution and common sense when using the Service If you participate in
an Installation, you are solely responsible for your interactions with
other Users You understand that MOODFIT does not currently conduct
background checks, including criminal background checks, on its Users MOODFIT
makes no representations or warranties as to the conduct of Users IN NO
EVENT WILL THE RELEASED PARTIES (AS DEFINED BELOW) BE LIABLE FOR ANY
DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL,
COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR
RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE
OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL
DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR
MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THE
SERVICE YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH
OTHER USERS OF THE SERVICE, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON
YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN
CONNECTION WITH USING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY RISKS
ASSOCIATED WITH OBTAINING SERVICES FROM ANY DESIGNER OR PROVIDING ANY
SERVICES TO ANY CLIENT, INCLUDING ALL RISKS OF PHYSICAL OR EMOTIONAL
INJURY OR HARM RESULTING ANY WAY OR ARISING OUT OF INSTALLATION SERVICES
OR CLIENTS OBTAINED THROUGH THE SERVICE ALL USERS, INCLUDING CLIENTS AND
DESIGNERS, HEREBY EXPRESSLY AGREE NOT TO HOLD THE RELEASED PARTIES LIABLE
FOR ANY INSTALLATION, INSTRUCTION, ADVICE OR SERVICES DELIVERED WHICH
ORIGINATED THROUGH THE SERVICE AND THE RELEASED PARTIES EXPRESSLY
DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR
CONTROVERSIES THAT ARISE OR RELATED IN ANY WAY TO THE SERVICE, THE
INFORMATION PROVIDED THROUGH THE SERVICE AND THE SERVICES PROVIDED BY OR
TO ANY USER OF THE SERVICE.
- Content AccuracyWe make no representations
about accuracy, reliability, completeness, or timeliness of any contents
of the Service, including Designs Similarly, we make no representations
about accuracy, reliability, completeness, or timeliness of any data from
a third-party service provider or the quality or nature of third-party
products or services obtained through the Service Use the Service at your
- Third-Party Websitesthe Service may
include links to third party websites and applications. You are
responsible for evaluating whether you want to access or use them. We are
not responsible for and do not endorse any features, content,
advertising, products, or other materials on other websites or
applications. You assume all risk and we disclaim all liability arising
from your use of them.
- We make no promises and disclaim all liability of
specific results from the use of the Service.
- No Employment RelationshipMOODFIT is
not an employment service and does not serve as an employer of any user.
While certain MOODFIT employees may apply for and become Designers, any
services or transactions engaged in by such Designers is solely in their
independent capacity and not as an employee of MOODFIT. MOODFIT is not be
liable for any tax or withholding, including but not limited to
unemployment insurance, employer's liability, social security or payroll
withholding tax in connection with your use of the Service. You
understand and agree that, if MOODFIT is found to be liable for any tax
or withholding tax in connection with your use of the Service, then you
will immediately reimburse and pay MOODFIT an equivalent amount,
including any interest or penalties thereon.
- No Agency RelationshipNo independent
contractor, agency, partnership, joint venture, employer-employee or
franchiser-franchisee relationship is intended or created by this
Agreement or any terms herein. Without limiting the foregoing, except as
expressly set forth herein, MOODFIT is not acting and does not act as an
agent for any user (Designer or otherwise) of the Service. No Designer or
any other user of the Service has any authority to bind or commit MOODFIT
to any agreements or other obligations, absent MOODFIT's prior written
consent which may be granted or withheld at the sole discretion of MOODFIT.
- TaxesYou acknowledge and agree that
you are solely responsible for complying with all applicable tax laws and
regulations related to your use of the Service. Without limiting the
foregoing, each Designer is solely responsible for determining any applicable
local indirect taxes and for including such taxes or obligations related
to any transactions made with any user of the Service. MOODFIT is not
responsible for any taxes related to your use of the Service. If payments
exceed US$600.00, Designer acknowledges and agrees that he or she or it
must provide a US Tax Identification number (Social Security number or
otherwise) and MOODFIT shall issue Form-1099 Tax forms as appropriate.
The EULA is effective until
terminated by you or MOODFIT. Your rights under the EULA will terminate
automatically without notice from MOODFIT if you fail to comply with any
term(s) of the EULA (including by violating any license restriction provided
herein) You may terminate the EULA by uninstalling the App Upon any termination
of the EULA, you must immediately cease all use of the Service If you are a
Winning Designer and terminate your account before you have completely
delivered the Design Package, you may not be allowed to use the Service in the
include MOODFIT and its affiliates, officers, employees, agents, partners, and
licensors YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE
IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE
SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT
(i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICE, INCLUDING DATA, WILL BE ACCURATE OR
RELIABLE, (iv) THE QUALITY OF ANY GOODS, DATA OR SERVICE AVAILABLE ON THE
SERVICE WILL MEET YOUR EXPECTATIONS AND, (iv) ANY ERRORS IN THE SERVICE WILL BE
CORRECTED; AND (C) ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE IS
ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT
RESULTS FROM THE USE OF ANY SUCH MATERIAL.
- Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND
AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF MOODFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii)
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS,
DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS
ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SITE; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR
CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT
OR DATA MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO
TO THE FULLEST EXTENT POSSIBLE BY
LAW, THE RELEASED PARTIES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THE SERVICE OR YOUR USE OF COMPANY CONTENT, REGARDLESS OF THE CAUSE OF
ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT
EXCEED THE GREATER OF (A), IF YOU ARE A CLIENT, THE FEES YOU HAVE PAID TO MOODFIT,
(B) IF YOU ARE A DESIGNER, THE FEES PAID BY MOODFIT TO YOU, AND (C) $100.
You agree to defend, indemnify,
and hold harmless the Released Parties from and against any claims, actions, or
demands, including without limitation reasonable legal and accounting fees,
alleging or resulting from (i) your use of or reliance on any third-party
content, (ii) your use of or reliance on any MOODFIT Content or Designs, (iii)
any services you did or did not receive from any Designer, or (iv) your breach
of the EULA We will provide notice to you promptly of any such claim, suit, or
- Third Party Disputes.
MOODFIT IS NOT AFFILIATED WITH
ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE
WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY,
INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY
BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE RELEASED
PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL)
OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH SUCH DISPUTES.
- Copyright Policy.
- The Digital Millennium Copyright Act of 1998 (the
"DMCA") provides recourse for copyright owners
who believe that material appearing on the Internet infringes their rights.
If you believe in good faith that materials posted on the Service
infringe your copyright, you (or your agent) may send MOODFIT a
"Notification of Claimed Infringement" requesting that the
material be removed, or access to it blocked. The notice must include the
- A physical or electronic signature of a person
authorized to act on behalf of the owner of the works that have been
- Identification of the copyrighted work alleged to
have been infringed (or if multiple copyrighted works located on the
Service are covered by a single notification, a representative list of
- Identification of the specific material alleged to
be infringing or the subject of infringing activity, and information
reasonably sufficient to allow MOODFIT to locate the material on the
- Your name, address, telephone number, and email
address (if available);
- A statement that you have a good faith belief that
use of the material in the manner complained of is not authorized by the
copyright owner, its agent, or the law; and
- A statement that the information in the
notification is accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
- Dispute Resolution.
- The EULA and the relationship between you and MOODFIT
will be governed by the laws of Lebanon without regard to its conflict of
law provisions. You and MOODFIT agree to submit to the personal and
exclusive arbitration of any disputes relating to your use of the
Service. Any such arbitration, to the extent necessary, shall be
conducted in Lebanon and you agree to submit to the jurisdiction of such
arbitral forum in Lebanon. You covenant not to sue MOODFIT in any other
- You also acknowledge and understand that, with
respect to any dispute with the Released Parties arising out of or
relating to your use of the Service or the EULA:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A
REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER
REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF
CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER
SUCH CLAIM AROSE OR IT IS FOREVER BARRED, UNLESS CONTRARY TO APPLICABLE
- AssignmentYou may not assign this EULA
or any of the rights or licenses granted hereunder, directly or
indirectly, including by sale, merger, change of control, operation of
law or otherwise, without the prior written consent of MOODFIT. MOODFIT
may assign the EULA, including all its rights hereunder, without
- SurvivalThe provisions of the EULA
that are intended to survive the termination of the EULA by their nature will
survive the termination of the EULA, including, but not limited to,
Sections 2 (General), 5 (Content You Submit; License Grants from You), 11
(Your Use of the Service and Service Content), 12 (Third Party Software),
13 (Consent to Use of Data), 14 (Ownership), 15 (Feedback), 17 (MOODFIT's
Liability), 18 (Termination), 19 (Disclaimer), 20 (Limitation of
Liability), 21 (Indemnity), 21 (Third Party Disputes), 23 (Copyright
Policy), 24 (Dispute Resolution), and 25 (Miscellaneous).
- Consent to Electronic CommunicationsBy
using the Service, you consent to receiving certain electronic
electronic communications practices You agree that any notices,
agreements, disclosures, or other communications that we send to you
electronically will satisfy any legal communication requirements,
including that such communications be in writing.
other agreements expressly incorporated by reference herein, constitute
the entire and exclusive understanding and agreement between you and MOODFIT
regarding your use of and access to the Service, and, except as expressly
permitted above, may be amended only by a written agreement signed by
authorized representatives of all parties to the EULA. The failure to
require performance of any provision will not affect our right to require
performance at any time thereafter, nor will a waiver of any breach or
default of the EULA or any provision of the EULA constitute a waiver of
any subsequent breach or default or a waiver of the provision itself. Use
of section headers in the EULA is for convenience only and will not have
any impact on the interpretation of particular provisions In the event
that any part of the EULA is held to be invalid or unenforceable, the
unenforceable part shall be given effect to the greatest extent possible
and the remaining parts will remain in full force and effect. You agree that
no joint venture, partnership, employment, or agency relationship exists
between you and MOODFIT as a result of the EULA or use of the Service.
If you have any questions about
the EULA or any other matters, you can contact Moodfit SAL. by e-mail firstname.lastname@example.org.
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