End User License Agreement and Terms of Service
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.
- 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 responsibility;
- the App is provided "as is" without warranties of any kind and MOODFIT's liability to you is limited as described herein;
- disputes arising hereunder will be resolved by binding arbitration;
- if you are using the App on an iOS-based device, then you agree to and acknowledge the "Notice Regarding Apple," below.
- The 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.
- MOODFIT 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.
- 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.
- Design Projects.
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:
- Initiating 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.
- The 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 Custom Designs.
- Iterating 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).
- At 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.
- Fees; Payments.
- 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 the EULA.
- 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 available; and
- 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 MOODFIT's providers.
- 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 Service.
- 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.
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 or otherwise.
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; and
- 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 own risk.
- 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 future.
"Released Parties" 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 YOU.
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 proceeding.
- 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 following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- 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 such works);
- 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 Service;
- 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 forum.
- 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 JURY;
- 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 LAW.
- 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 restriction.
- 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).
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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