Moises Live End User License Agreement
Last Updated: April 30, 2025
Welcome, and thank you for your interest in Moises Systems, Inc. d/b/a Music AI (“Moises,” “we,” or “us”) and our Moises Live application, including any other mobile or other downloadable applications, plugins, and tools provided by us in connection with Moises Live (collectively, the “Application”). This End User License Agreement is a legally binding contract between you and Moises regarding your use of the Application.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE APPLICATION, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE APPLICATION, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MOISES’ PRIVACY POLICY AND COOKIE POLICY, WHICH OUTLINES YOUR RESPONSIBILITIES WHEN USING THE APPLICATION (TOGETHER, THIS “EULA”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THIS EULA, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE APPLICATION. YOUR USE OF THE APPLICATION, AND MOISES’ PROVISION OF THE APPLICATION TO YOU, CONSTITUTES AN AGREEMENT BY MOISES AND BY YOU TO BE BOUND BY THIS EULA.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 23 (Dispute Resolution and Arbitration), you agree that disputes arising under this EULA will be resolved by binding, individual arbitration, and BY ACCEPTING THIS EULA, YOU AND MOISES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Limited License Grant. Subject to your complete and ongoing compliance with this EULA, Moises grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to download, install, and use the Application solely for your own personal, non-commercial use on a single computer or mobile device that you own or control (the “Device”) (whether installed by you or pre-installed on your Device by the Device manufacturer or a wireless telephone provider).
2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
2.1 copy the Application, except as expressly permitted by this license;
2.2 modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
2.3 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
2.4 remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
2.5 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
2.6 use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;
2.7 use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without our prior written consent;
2.8 frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other application, mobile application, website, or service;
2.9 use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application;
2.10 remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
2.11 use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
3. Artificial Intelligence Disclaimer. The Application uses artificial intelligence and machine learning technologies, amongst other tools to provide the functionality (collectively, the “Tools”). You acknowledge and agree that the Tools included in the Application are experimental, rapidly evolving, and subject to unexpected outputs and results (“Output”). The Tools may provide results that contain errors, omissions, or not accurately reflect the input, real events, places, people, or facts. Given the nature of artificial intelligence and machine learning, the Application may provide inaccurate or offensive content. You acknowledge and agree that Moises will not be liable for any mistakes, inaccuracies, omissions, or offensive material or content generated by the Tools, and that you assume all risks associated with using such content. To the maximum extent permitted by applicable law, you hereby waive any and all claims against Moises relating to the output or results generated by the Tools.
4. Reservation of Rights. The Application is owned and operated by Moises. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Moises and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Application provided by Moises (“Materials”) including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. Except as expressly authorized by Moises, you may not make use of the Materials. There are no implied licenses in this EULA and Moises reserves all rights to the Materials not granted expressly in this EULA.
5. Eligibility. You must be at least 13 years old to use the Application. By agreeing to this EULA, you represent and warrant to us that: (a) you are at least 13 years old; (b) if you are 13 to 17 years of age, your parent or guardian has affirmatively consented to your downloading, installation, and use of the Application; (c) you have not previously been suspended or prevented from using the Application; (d) you are not prohibited under applicable law from downloading, installing, and using the Application; and (d) your use of the Application is in compliance with any and all applicable laws and regulations.
6. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
7. Specific Rules for Content Containing Personal Data Subject to GDPR. You authorize us to process any personal data of a data subject who is covered under the European Union General Data Protection Regulation (“GDPR”) we receive in connection with the Application on your behalf by hosting your enrolled data. You also authorize us to engage other parties as processors. We process any such data according to this EULA.
8. Pricing. Moises has the right to charge for the Application and/or for access to certain features. This may result in your access to the Application being disabled and/or access to certain features being terminated. Prior to purchasing or paying for access, Moises will provide you with pricing information. Changes to the fees and charges for access to the Application or its features may occur, but Moises will give advance notice before applying these changes. Moises may also offer promotional deals with different features and pricing to users, but these offers will not apply to you unless specifically offered to you by Moises.
9. Updates. We may from time to time in our sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this EULA.
10. Beta Features. Moises may, at its sole discretion from time to time, add new features to the Application that may be described as “Beta” features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Application and all provisions of this Agreement relating to the Application will apply to these Beta Features as well. Beta Features may include partially functional or non-functional features of the Application, and use of Beta Features also authorizes Moises access to your usage data for product development research and analysis. You acknowledge that access to Beta Features is optional, and if you elect to use a Beta Feature, you agree to do so at your own risk. Moises may terminate Beta Features at any time, without warning, and without any liability to you.
11. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Application (“Feedback”), then you hereby grant Moises an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Application and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
12. Third-Party Software. The Application may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Application is provided to you subject to this EULA, nothing in this EULA prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
13. Limited License Grant to Moises. You hereby grant Moises (and its successors and/or affiliates) the right to use data, content, and information derived from the your use of the Application to provide, develop, and improve the Application, and for analytics, testing, and quality assurance. You agree that your data may be aggregated with the data of other users for such purposes.
14. Monitoring Content. Moises does not control and does not have any obligation to monitor the use of the Application by its users. You acknowledge and agree that Moises reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Application for operational and other purposes. If at any time Moises chooses to monitor the content, then Moises still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below).
15. Communications
15.1 Push Notifications. When you install our app on your device, you agree to receive push notifications, which are messages an application sends you when you are not in the app. You can turn off notifications by visiting your device’s “settings” page or in the Moises Application settings.
15.2 Email. We may send you emails for marketing purposes and concerning our products and services, as well as those of third parties. You may opt out of such emails by following the unsubscribe instructions in the promotional email itself.
15.3 Consent to Other Electronic Communications. By using the Application, you consent to receiving other electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our 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 those communications be in writing.
16. Prohibited Conduct.
BY USING THE APPLICATION, YOU AGREE NOT TO:
16.1 use the Application for any illegal purpose or in violation of any local, state, national, or international law, including;
16.2 use the Application or any content, information, or data obtained from the Application for purposes of informing, training, or developing (or as input to, either on its own or as part of a larger data set) artificial intelligence or machine learning technologies, services, or algorithms;
16.3 use the Application or any content, information, or data obtained from the Application in a manner that competes with or is intended to compete with Moises or displace the market for the Application or any other Moises product or service;
16.4 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Application;
16.5 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
16.6 access, search, or otherwise use any portion of the Application through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software provided by Moises;
16.7 interfere with security-related features of the Application, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Application except to the extent that the activity is expressly permitted by applicable law;
16.8 interfere with the operation of the Application or any user’s enjoyment of the Application, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Application; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Application;
16.9 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Application account without permission, or falsifying your age or date of birth;
16.10 sell or otherwise transfer the access granted under this EULA or any Materials (as defined in Section 4 (Reservation of Rights)) or any right or ability to view, access, or use any Materials; or
16.11 attempt to do any of the acts described in this Section 16 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 16 (Prohibited Conduct).
17. Respect of Third-Party Intellectual Property Rights. Moises respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Application to do the same. Infringing activity will not be tolerated on or through the use of the Application, and any actions taken by you in connection with the Application that violates any third-party’s intellectual property rights are strictly prohibited.
18. Modification of Terms. We may, from time to time, change this EULA. Please check this EULA periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified EULA in order to continue to use the Application. If you do not agree to the modified EULA, then you should discontinue your use of the Application and delete it from your device. Except as expressly permitted in this Section 18 (Modification of Terms), this EULA may be amended only by a written agreement signed by authorized representatives of the parties to this EULA.
19. Term, Termination, and Modification of the Application
19.1 Term. This EULA is effective beginning when you accept the EULA or first download, install, access, or use the Application, and ending when terminated as described in Section 19.2 (Termination).
19.2 Termination. If you violate any material provision of this EULA, then your authorization to access and use the Application and this EULA automatically terminate. In addition, Moises may, at its sole discretion, terminate this EULA, or suspend or terminate your access to the Application, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate this EULA by deleting the Application and all copies thereof from your device(s).
19.3 Effect of Termination. Upon termination of this EULA: (a) your license rights will terminate and you must immediately cease all use of the Application; (b) you will no longer be authorized to access or use the Application; (c) you must delete the Application and all copies thereof in your possession or on your device(s); (d) you must pay Moises any unpaid amount that was due prior to termination; and (e) the indemnification obligation in Sections 4 (Reservation of Rights), 11 (Feedback), 19.3 (Effect of Termination), 20 (Indemnity), 21 (Disclaimers; No Warranties by Moises), 22 (Limitation of Liability), 23 (Dispute Resolution and Arbitration), and 24 (Miscellaneous) will survive. If your access to the Application and/or this EULA has been terminated for a breach of this EULA, then you are prohibited from downloading the Application and using the Application under a different name, email address, or other forms of account verification. Termination will not limit any of Moises’s rights or remedies at law or in equity.
19.4 Modification of the Application. Moises reserves the right to modify or discontinue all or any portion of the Application at any time (including by limiting or discontinuing certain features of the Application), temporarily or permanently, without notice to you. Moises will have no liability for any change to the Application, including the deprecation of features or paid-for functionalities of the Application, or any suspension or termination of your access to or use of the Application.
20. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Application, and you will defend and indemnify Moises, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Moises Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Application; (b) your violation of any portion of this EULA, any representation, warranty, or agreement referenced in this EULA, or any applicable law or regulation; (c) your violation or alleged violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
21. Disclaimers; No Warranties by Moises
21.1 THE APPLICATION AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH OR GENERATED USING THE APPLICATION ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MOISES DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE APPLICATION AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH OR GENERATED USING THE APPLICATION, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MOISES DOES NOT WARRANT THAT THE APPLICATION OR ANY PORTION OF THE APPLICATION, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE APPLICATION OR GENERATED USING THE APPLICATION, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MOISES DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
21.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE APPLICATION OR MOISES ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH OR GENERATED USING THE APPLICATION WILL CREATE ANY WARRANTY REGARDING ANY OF THE MOISES ENTITIES OR THE APPLICATION THAT IS NOT EXPRESSLY STATED IN THIS EULA. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM: (a) THE APPLICATION; AND (b) YOUR USE OF THE APPLICATION. YOU UNDERSTAND AND AGREE THAT YOU USE THE APPLICATION AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE ON WHICH YOU INSTALL THE APPLICATION OR USED IN CONNECTION WITH THE APPLICATION) OR ANY LOSS OF DATA.
21.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 21 (DISCLAIMERS; NO WARRANTIES BY MOISES) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Moises does not disclaim any warranty or other right that Moises is prohibited from disclaiming under applicable law.
22. Limitation of Liability
22.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MOISES ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE APPLICATION OR ANY MATERIALS, OR CONTENT GENERATED USING THE APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MOISES ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
22.2 EXCEPT AS PROVIDED IN SECTIONS 23.5 (COMMENCING ARBITRATION) AND 23.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MOISES ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE APPLICATION OR OTHERWISE UNDER THIS EULA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MOISES FOR ACCESS TO AND USE OF THE APPLICATION IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; AND (b) US$100.
22.3 EACH PROVISION OF THIS EULA THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS EULA. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS EULA. THE LIMITATIONS IN THIS SECTION 22 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
23. Dispute Resolution and Arbitration
23.1 Generally. Except as described in Section 23.2 (Exceptions) and 23.3 (Opt-Out), you and Moises agree that every dispute arising in connection with this EULA, the Application, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this EULA. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU AND Moises ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
23.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this EULA will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
23.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 23 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to this EULA by sending a letter to Moises Systems, Inc. dba Music AI, Attention: Legal Department – Arbitration Opt-Out, 136 S Main Street, Suite 400, Salt Lake City, Utah 84101 that specifies: your full legal name, the email address you provided to us when downloading and installing the Application, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Moises receives your Opt-Out Notice, this Section 23 (Dispute Resolution and Arbitration) will be void and any action arising out of this EULA will be resolved as set forth in Section 24.2 (Governing Law). The remaining provisions this EULA will not be affected by your Opt-Out Notice.
23.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this EULA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Moises.
23.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Moises’s address for Notice is: Moises Systems, Inc., 136 S Main Street, Suite 400, Salt Lake City, Utah 84101. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Moises may commence an arbitration proceeding. If you commence arbitration in accordance with this EULA, Moises will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Moises has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
23.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Moises must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
23.7 Arbitration Relief. Except as provided in 23.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Moises before an arbitrator was selected, Moises will pay to you the higher of: (a) the amount awarded by the arbitrator; and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
23.8 No Class Actions. YOU AND MOISES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Moises agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
23.9 Modifications to this Arbitration Provision. If Moises makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Moises’s address for Notice of Arbitration, in which case your account with Moises will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
23.10 Enforceability. If Section 23.8 (No Class Actions) or the entirety of this Section 23 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Moises receives an Opt-Out Notice from you, then the entirety of this Section 23 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 24.2 (Governing Law) will govern any action arising out of or related to this EULA.
24. Miscellaneous
24.1 General Terms. This EULA, including the Privacy Policy and any other agreements expressly incorporated by reference into this EULA, are the entire and exclusive understanding and agreement between you and Moises regarding your use of the Application. You may not assign or transfer this EULA or your rights under this EULA, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. We may assign this EULA and all rights granted under this EULA, at any time without notice or consent to any affiliate or successor in interest. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this EULA, or any provision of this EULA, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this EULA is for convenience only and will not have any impact on the interpretation of any provision. Throughout this EULA the use of the word “including” means “including but not limited to.” If any part of this EULA is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
24.2 Governing Law. This EULA governed by the laws of the State of Utah without regard to conflict of law principles. You and Moises submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Salt Lake County, Utah for resolution of any lawsuit or court proceeding permitted under this EULA pursuant to Section 23.2 (Exceptions). We provide the Application from our offices in Utah, and we make no representation that Materials included in the Application are appropriate, available, or legal for use in other locations. You are solely responsible for ensuring your use of the Application complies with all applicable local laws.
24.3 Privacy Policy. Please read the Moises Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Moises Privacy Policy is incorporated by this reference into, and made a part of, this EULA.
24.4 Licensors. Third parties that license content to Moises in connection with the Application (“Licensors”) are third party beneficiaries of this EULA, and upon your acceptance of this EULA, such Licensors will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary of this EULA.
24.5 Additional Terms. Your use of the Application is subject to all additional terms, policies, rules, or guidelines applicable to the Application or certain features of the Application that we may post on or link to from the Application (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this EULA.
24.6 Contact Information. The Application is offered by Moises Systems, Inc., located at 136 S Main Street, Suite 400, Salt Lake City, Utah 84101. You may contact us by sending correspondence to that address or by contacting use at https://help.moises.ai.
24.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Application or to receive further information regarding use of the Application.
24.8 No Support. We are under no obligation to provide support for the Application. In instances where we may offer support, such support is provided on an "as-is" basis without any warranties, and may be modified, limited, or discontinued at any time in our sole discretion. Any support will be subject to our published policies.
24.9 International Use. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US. You hereby represent and warrant that: (a) you are located within a country or territory where the Application, and use of the Application, is legal and not prohibited by law, rule, or regulation; (b) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (c) you are not listed on any U.S. Government list of prohibited or restricted parties.