Moonwalk Labs, Inc.

Terms of Service

 

Last updated May 1st, 2022

 

Moonwalk Labs, Inc., a Delaware corporation (“Moonwalk”) provides this website located at www.moonwalk.com and all other websites under such domain (the “Sites”), all Content (as defined below) thereon, and certain related software, and its Service (as defined below) to you (“you”) subject to the following terms and conditions (“Agreement”). By using the Sites, you agree to be bound by the latest amended version of this Agreement (see Section 12 below) and Moonwalk’s Privacy Policy, available at https://www.moonwalk.com/privacy (“Privacy Policy”).

1. ACCEPTING THE TERMS. By accessing or using the information, tools, features and functionality located on the Sites, through any Moonwalk APIs, or through any software or other websites that interface with the Sites or its APIs (collectively, the “Service”), you agree to be bound by this Agreement, whether you merely browse the Sites as a visitor or register an account with Moonwalk. If you accept this Agreement, you represent that you have the capacity to be bound by it or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity and its affiliates. For clarity, “Services” do not include any paid products or services offered by Moonwalk, all of which are subject to separate terms and conditions.

2. PRIVACY. Moonwalk will comply with its Privacy Policy in the collection, use, and storage of information about you.

3. COPYRIGHTS. All content included on the Sites, including but not limited to text, graphics, logos, button icons, scripts, images, audio clips, digital downloads, data compilations, software, and Documentation (as defined below), as well as the compilation of that content into one, coherent website (collectively, “Content”), is the property of Moonwalk and protected by United States and international copyright laws. Reproduction of any Content without the written consent of Moonwalk is prohibited.

4. TRADEMARKS AND SERVICE MARKS. Moonwalk, the Moonwalk logo, Content, and service names are trademarks, certification marks, service marks, or other trade dress of Moonwalk or its subsidiaries (collectively, “Marks”). The Marks have inherent meaning and substantial value because of their restricted use. They may not be used in connection with any product or service that is not Moonwalk’s or in any manner without Moonwalk’s permission. All other trademarks not owned by Moonwalk or its subsidiaries that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Moonwalk or its subsidiaries.

5. LICENSE TO ACCESS SITES AND SERVICE.

5.1. In consideration for accessing the Sites and/or the Service, Moonwalk grants you a limited license to access and make personal use of the Sites and/or the Service. This license prohibits (a) your downloading (other than page caching) or modifying any portion of the Sites or the Service, (b) the resale of any Service, (c) your framing or utilization of framing techniques to enclose any Content, Mark, or other proprietary information of the Sites, (d) your use of any meta tags or any other “hidden text” utilizing the Marks, in each case without the express written consent of Moonwalk. Moonwalk also grants you a limited, revocable, and nonexclusive right to create a hyperlink to any non-password-protected directories available on the Sites. You may not use any of Moonwalk’s proprietary content, documents, graphics or Marks as part of the hyperlink without the express written consent of Moonwalk. Any unauthorized use automatically terminates the permission or license granted to you by Moonwalk and may incur legal liabilities for any damages. Moonwalk will make available documentation that describes the features, functionality, and performance of the Service (“Documentation”).

5.2 Access to and use of any paid products or services provided by Moonwalk are subject to additional terms and conditions, and the license granted to you to use the Sites and Services is not a license to access and/or use any paid product or service provided by Moonwalk. A form of Moonwalk’s Master Services Agreement providing the terms and conditions, including the applicable cancellation and refund policies, applying to the access to and use of certain paid products or services may be found at https://dashboard.moonwalk.com/organization. For clarity, the terms of the Master Services Agreement do not apply to you unless you have entered separately into a Master Services Agreement with Moonwalk. If you enter into a Master Services Agreement, or other written agreement, with Moonwalk, and there is any conflict between the terms of this Agreement and such other agreement, the terms of such other agreement will prevail.

6. YOUR USE OF THE SITES AND SERVICE

As a condition to using the Sites and Service, you agree: a. that you will not use the Sites and/or Service for any illegal purpose or in any way that interrupts, damages or impairs the service provided by the Service; d. not to post or transmit through the Sites and/or Service any content which is or could reasonably be viewed as: i. hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; ii. inciting violence, or containing nudity or graphic or gratuitous violence; iii. an unauthorized commercial communication of any kind (including, without limitation, spam); iv. fraudulent, inaccurate or misleading, or is otherwise objectionable content of any kind; v. infringing or violating someone else’s rights or otherwise violates the law; vi. identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy, or vii. containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Service, or any computer software or hardware or telecommunications equipment; e. not to copy the Sites and/or Service or any Content except where such copying is incidental to the normal non-commercial use of the Sites and/or Service, or where it is necessary for the purpose of back-up or operational security; f. not to make alterations to, or modifications of, the whole or any part of the Sites and/or Service or any Content or permit the Sites and/or Service or any part of it to be combined with, or become incorporated in, any other programs; g. not to infringe Moonwalk’s intellectual property or Moonwalk’s licensors’ intellectual property in relation to your use of the Sites and/or Service; h. that you are solely responsible for your interactions with other users through the Sites and/or Service; and i. to comply with all laws applicable to you.

7. ACCOUNTS AND PASSWORDS. If you create an account with Moonwalk, you are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You also agree to accept responsibility for your personnel (including employees and contractors) and end users and their use of the Service in compliance with this Agreement, including use that you could not have prevented. Moonwalk reserves the right to, under its sole discretion, refuse service, suspend or terminate accounts, or otherwise restrict your access to the Sites and the Service.

8. RECORDS OF YOUR USE. By visiting the Sites, you consent to having your Internet Protocol address recorded and your activities monitored to prevent abuse. You acknowledge that Moonwalk may use information collected through the Sites to improve the Sites or enable other services (e.g., using visitor traffic logs or data posted through the Sites to detect threats so as to stop future attacks).

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. THE SITES AND THE SERVICE ARE PROVIDED BY MOONWALK ON AN “AS IS” AND “AS AVAILABLE” BASIS. MOONWALK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITES, THE EFFECTIVENESS OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND/OR THE SERVICE IS AT YOUR OWN SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MOONWALK DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOONWALK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; AND BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SITES OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

MOONWALK MAKES REASONABLE EFFORTS TO CAUSE, BUT DOES NOT WARRANT, THAT THE SITES, THE SERVICE, THE MOONWALK SERVERS, OR EMAIL SENT FROM ANY OF THE SITES SHALL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOONWALK SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

Some jurisdictions limit disclaimers of warranties and limitations of liability, and therefore the above may not apply to you.

10. TERMINATION. Moonwalk’s policy is to investigate violations of this Agreement and terminate the accounts of repeat violators. You agree that Moonwalk may, under certain circumstances and without prior notice, immediately terminate your Moonwalk account, any associated email address, and access to the Sites and associated Service. Causes for such termination include, but are not limited to: (a) a breach or violation of this Agreement or other incorporated agreements or guidelines; (b) a request by law enforcement or another government agency; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Service (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) your engagement, or a reasonable suspicion of your engagement, in fraudulent or illegal activities; (h) your provision of false information as part of your account; (i) your failure to keep your account complete, true, and accurate; (j) any use of the Service deemed, at Moonwalk’s sole discretion, to be prohibited; (k) use of fraudulent payment methods; (l) nonpayment of any fees owed by you in connection with the Sites and associated Service; and/or (m) excessive burden or potential adverse impact on Moonwalk’s systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons. Further, you agree that any termination shall be made in Moonwalk’s sole discretion and that Moonwalk shall not be liable to you or any third party for the termination of your account or access to the Service or any disruption such termination may cause. You expressly agree that you will not have any opportunity to cure. You further acknowledge and agree that your obligations to Moonwalk set forth in Sections 3, 4, 15, 16, and 17shall survive such termination.

11. DMCA & ABUSE REPORTS.

11.1 Moonwalk takes seriously claims of copyright infringement. Moonwalk will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Sites and/or Service infringe your copyright, you may request we Moonwalk remove those materials (or access to them) by submitting written notification to team@moonwalk. If you want to send your notice by mail, please send an email to team@moonwalk.com to receive the address to which to send the notice. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) Your physical or electronic signature. (b) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works. (c) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. (d) Adequate information by which Moonwalk can contact you (including your name, postal address, telephone number, and, if available, email address). (e) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. (f) A statement that the information in the written notice is accurate. (f) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

11.2 If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

12. MODIFICATIONS. Moonwalk may modify this Agreement from time to time. Any and all changes to this Agreement with the date of the last revision will be posted on the Sites. Accessing or using the Sites or the Service after such changes are posted constitutes your acceptance of, and agreement to be bound by, any such changes.

13. LINKS. While on the Sites, you may encounter links to other websites or resources. Because Moonwalk has no control over such sites and resources, you acknowledge and agree that Moonwalk is not responsible for the availability of such external sites or resources, does not endorse, and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources (collectively, “Materials”). You further acknowledge and agree that Moonwalk shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Materials.

14. NO THIRD-PARTY BENEFICIARIES. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

15. WAIVER AND SEVERABILITY OF TERMS. The failure of Moonwalk to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and the other provisions of this Agreement shall remain in full force and effect.

16. APPLICABLE LAW. By accessing the Sites, you agree that the laws of the United States and, specifically, those of the state of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Moonwalk or its affiliates.

17. NOTICES. Except as otherwise specified in this Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery, (b) the second business day after mailing, or (c) the first business day after sending by email (provided email shall not be sufficient for notice of an indemnifiable claim). Notices shall be addressed to you at the address you provided upon your registration, or to Moonwalk Labs, Inc. at team@moonwalk.com, or to Moonwalk Labs, Inc, 429 Lenox Ave South Beach 6532, 33139, Miami Beach, FL, United States or call support at +1 786 730 8232