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Moodful Terms of Use
Last updated: May 16, 2024
Welcome, and thank you for your interest in Moodful. These Terms of Use constitute a legally binding agreement (the “Agreement”) between you and Merakefi Project LLC (“we,” “our,” or “us”) governing your access to and use of our website, mobile application, software, API, and any other services provided by us (collectively, the “Service”).
By entering into this Agreement, and/or by accessing or using the Service, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement applies to all visitors, users, and others who access or use the Service (“users,” “you,” or “your”). We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Agreement, at any time, by posting changes to this page. Your continued access to or use of the Service after such posting confirms your consent to be bound by this Agreement, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.
Our Privacy Policy explains how we collect, use, and share your information, and is hereby incorporated into this Agreement. You agree that your access to and use of the Service is governed by our Privacy Policy.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service (“Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Service. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.
To use the Service you must be, and hereby represent that you are, an individual 16 years or older who can form legally binding contracts. Persons under the age of 16, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Service unless their parent has consented in accordance with applicable law. If you are based in the EEA, UK, or Switzerland, you may only use the Service if you are over the age at which you can legally provide consent to data processing under the laws of your country. Additionally, you are prohibited from accessing or using the Service if you are barred from receiving certain services under applicable law or have previously been suspended or removed from the Service.
Subject to the terms and conditions of this Agreement, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, freely revocable right to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. We reserve all rights not expressly granted herein in the Service.
To access and use the Service you must create an account (“Account”) by providing us with information such as your name, contact information, payment information, and additional information you may elect to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. We are not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials. Please contact us at the email address at the end of this Agreement if you discover or suspect any security breach related to the Service or your Account.
The Service allows you to post, link, share, and otherwise make available certain information, text, graphics, or other content (“User Content”). Your User Content remains yours and you are solely responsible for such User Content, including its legality, reliability, and appropriateness. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any User Content that we believe, in our sole discretion, violates this Agreement. You represent and warrant that you have all necessary rights, consents, and permissions to submit to the Service and otherwise disclose, transfer, and use all User Content, including to grant the licenses to User Content herein.
By posting or publishing User Content, you grant us a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, modify, create derivative works of, perform, display, reproduce, and distribute such User Content on and through the Service.
All User Content must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:
The Service may display, include, or make available third-party content (including, without limitation, images, data, and information), or provide links or access to third-party websites, apps, products, or services (collectively, “Third-Party Material”). Any reliance you place on Third-Party Material is strictly at your own risk. We do not endorse or assume any responsibility for any such Third-Party Material and disclaim all liability arising from any use of or reliance placed on such Third-Party Material by you or any user of the Service. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THIRD-PARTY MATERIAL, INCLUDING THEIR ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY, OR ANY OTHER ASPECT THEREOF. WE DO NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY THIRD-PARTY MATERIAL. THIRD-PARTY MATERIAL AND LINKS THERETO ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU, AND YOU MAY ACCESS AND USE THEM ENTIRELY AT YOUR OWN RISK AND SUBJECT TO SUCH THIRD PARTIES’ TERMS AND CONDITIONS AND PRIVACY POLICIES.
We operate the Service in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act (“DMCA”). It is our policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing us of an alleged copyright infringement, the complaint must do the following: (i) identify the copyrighted work(s) that allegedly has been infringed; (ii) describe the material that is claimed to be infringing and provide sufficient information to permit us to locate that material; (iii) provide your contact information, including an address, telephone number, and email address; (iv) certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law; (v) certify that the information that you have provided us is accurate; and (vi) include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner. Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, at http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work. Where it has been clearly established that a user is a repeat offender, we may, in our sole discretion, terminate such user’s Account. If you believe that your copyrighted work is being infringed on the Service, please notify us at the email address at the end of this Agreement.
In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Service; (ii) circumvent, disable, or otherwise interfere with security-related features on the Service; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service; (iv) access or use the Service in any manner that may damage, disable, unduly burden, or impair any part of the Service, or any servers or networks connected to the Service; (v) post information or interact with the Service in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Service for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Service; (viii) interfere or attempt to interfere with the Service provided to any user or network, including, without limitation, via means of submitting a virus to the Service, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Service, or copy or create any derivative work of the Service; (x) use the Service in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; (xi) copy or otherwise use another user’s content without obtaining proper rights to such content; and (xi) use your Account or the Service for the benefit of any third party.
Your use of the Service is based on a monthly subscription and is subject to certain recurring fees and other fees and charges, as applicable. All fees, including any applicable taxes and transaction fees, are in U.S. Dollars and payable in advance. We are not responsible for any charges or expenses you incur resulting from charges billed by us in accordance with this Agreement. All fees and other payments related to your Account will be made in accordance with the billing terms in effect when such payment is due or funds are received. By providing a credit card number or other payment method with advance authorization features (such as in-app payments from third parties like Apple or Google), you authorize us to continue charging the payment method for all charges due to us until your Account is settled and your subscription is terminated by either you or us. Any recurring fees will automatically renew at the rates then in effect and are automatically charged to your credit card. We use a third-party payment processor to process payments and you must agree to their terms when entering payment information. By providing your payment information, you agree that we may charge you for all fees when they become due to us without additional notice or consent. We may add new features for additional fees, or amend fees for existing features, at any time in our sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
We may cancel or reschedule a workshop at any time at our discretion. In the event we cancel a workshop, you will be eligible for a refund through our payment processor. In the event we reschedule a workshop, you may use your previously purchased ticket for the newly rescheduled workshop.
You may cancel your Account at any time via the Contact Us tab in the app; however, payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, your subscription will be valid until your paid period is complete.
You may be given the opportunity to use a beta or trial version of the Service (“Trial”). You may cancel your Account at any time during the Trial via the Contact Us tab in the app. You are limited to one Trial per person. If you do not cancel your Account during the Trial, you will be charged based on the Account type you selected during registration, if applicable. Trial eligibility is determined by us at our sole discretion and we may limit eligibility or duration to prevent Trial abuse. We reserve the right to revoke the Trial and put your Account on hold in the event that we determine that you are not eligible. YOUR USE OF THE SERVICE DURING THE TRIAL IS “AS IS” AND AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY RELATED TO YOUR USE OF THE SERVICE DURING THE TRIAL.
Except for User Content, all data, text, images, logos, software, content, and other information and content available on or through the Service, including any stickers purchased through the Service (“Moodful Material”), are our property. The Moodful Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Moodful Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Moodful Material, in whole or in part, by any means.
You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Service (“Feedback”) will be our sole and exclusive property and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of the Service will be owned by us and handled subject to the terms of our Privacy Policy, as applicable.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY USER CONTENT, THIRD-PARTY MATERIAL, OR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
If you live in a state that do not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and affiliates (the “Moodful Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including attorneys’ fees and litigation expenses), in any way related to your access to or use of the Service, your User Content, your use of Third-Party Material, or your breach of any of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MOODFUL ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE MOODFUL ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
By entering into this Agreement or using the Service, you agree to receive communications from us, including, without limitation, e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
Each party acknowledges and agrees to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
This Agreement commences when you first visit or use any feature of the Service and shall continue throughout your subscription period. Your subscription will automatically renew for successive periods of the same length unless you cancel your subscription at least thirty (30) days before such renewal. We may, without prior notice and at our sole discretion, change the Service, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service. We may, at our sole discretion, suspend or terminate your access to and use of the Service, immediately and without notice, in the event we have reason to believe you are in violation of this Agreement or have otherwise caused harm to us or another user. We will not be liable to you or any third party for any such termination. Upon any termination, discontinuation, or cancellation of the Service or your access thereto, your right to access or use the Service will immediately terminate. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Service, including without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
Following termination or deactivation of your Account, or if you remove any User Content from the Service, we may keep your User Content for a reasonable period of time for backup, archival, or audit purposes.
This Agreement is governed by the laws of the State of New Jersey , without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Monmouth County, New Jersey for the purpose of litigating any dispute. You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. No waiver by us of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between us and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between us and you.
Please contact us with any questions regarding this Agreement at help@moodful.com.