Moises Terms of Service
Last Updated: January 29, 2024
Welcome, and thank you for your interest in Moises Systems, Inc. d/b/a Music AI (“Moises,” “we,” or “us”) and our website at www.moises.ai (the “Website”), along with our related hosted applications (the “Applications”), including mobile or other downloadable applications, plugins, tools, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Moises regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 21 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MOISES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Moises Service Overview. The Website and Applications provide a platform that allows artists, musicians, producers, and other creators to practice, collaborate, and create music (the “Platform”) using a suite of artificial intelligence and other tools, including tools that assist with audio processing, mastering, and songwriting, (collectively, the “Tools”). Users can upload songs and other media to the Platform, use the Platform to record and/or create songs and other media (if such feature is made available), use the Tools to modify the content, and then export the resulting work product (“Output”) from the Platform.
Music Consumption. The Service is provided for musicians and artists to create music and collaborate on the creation of music and is not intended for the passive consumption of music. Moises may, in its sole discretion, suspend or terminate the accounts of any user that is using or accessing the Service for the primary purpose of music consumption.
Artificial Intelligence Disclaimer. Moises uses artificial intelligence and machine learning, amongst other technologies, to provide the Service. You acknowledge and agree that the technology used by Moises to provide the Service is experimental, rapidly evolving, and subject to unexpected outputs and results. The Tools may provide results that contain errors, omissions, or not accurately reflect real events, places, people, or facts. Certain Tools may use artificial intelligence to provide lyrical suggestions, words, phrases, chords, rhymes, processed sounds, lines, and metadata (“Moises Generated Content”). Given the nature of machine learning, the Moises Generated Content may provide inaccurate or offensive content. You acknowledge and agree that Moises will not be liable for any mistakes, inaccuracies, omissions, or offensive material in the Moises Generated Content or any other content generated by the Tools. You rely upon the Moises Generated Content at your sole risk.
Eligibility. You must be at least 13 years old to use the Service. By agreeing to these Terms, 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 access to and use of the Service; (c) you have not previously been suspended or removed from the Service; and (d) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company (an “Organization”), the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
Accounts and Registration. To access most features of the Service, you must register for an account. You may register using an existing third-party account (for example, Google, Facebook, Apple, or X) or you may create a separate account for the Service. When you register for the Service, you may be required to provide us with, or authorize a third-party on your behalf to share with us, some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at help.moises.ai.
General Payment Terms. Certain features of the Service may require you to pay fees, either on a subscription or a one-time basis. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. You may access paid features in the following ways: by using your credit card through the Website or Application (“Direct Payments”), or, where allowed, through partner Application store billing (“App Store Payments”). For Direct Payments, we may use a third-party payment processor who will collect, use, and process your information, including payment information. Your Direct Payments will also be subject to such third-party payment processor’s terms and conditions. For App Store Payments, you may pay using the Apple App Store or the Google Play Store, your sale is final, and we will not provide any refunds except as otherwise required by law. For all App Store Payments, your payments will be subject to the policies of the partner Application store you used (for example, Apple’s or Google’s payment policies).6.1 Price. Moises reserves the right to charge and determine pricing for the Service. Before purchasing or subscribing to any paid offers of the Service, Moises will present you with pricing information. The price and features for the subscription service tiers can be found on our Pricing Page which you can access once logged in to the Service (“Pricing Page”). Moises may change the fees for any feature of the Service, including additional fees or charges, if Moises gives you advance notice of changes before they apply. Moises, at its sole discretion, may make promotional offers with different features and different pricing to any of Moises’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
6.2 Authorization. You authorize Moises to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Moises, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Moises may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
6.3 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (each a “Subscription Service”). The pricing for each Subscription Service offering (the “Subscription Fee”) may vary from plan-to-plan and will be presented to you on the Pricing Page when signing up for the Subscription Service you choose. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel or upgrade the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Moises or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Your account will be charged automatically the applicable fees (“Subscription Fee”) and taxes on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for the applicable Subscription Fee and taxes for the next Subscription Period. You must cancel your Subscription Service at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee and taxes to your account. Moises or its third-party payment processor will bill the periodic Subscription Fee and taxes to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by following the steps available at on our Cancellation Page or by contacting us at help.moises.ai. YOUR CANCELLATION MUST BE RECEIVED AT LEAST 24 HOURS BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
6.4 Delinquent Accounts. Moises may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Moises reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.
7.1 Moises offers a paid version and a free version of the Service, as well as individual a la carte features for individual users (each a “User”) to access and use for their own personal use.(a) Free Version. The free version of the Service offers users limited access to the Platform and Tools (“Free Version”). When using the Free Version, your right to export content is limited and certain features may not be available to you or may be subject to time or use restrictions. You can see the limited features of the Free Version on our Account page. Moises does not represent or guarantee when, if ever, Subscription Service features will be available in the Free Version of the Moises Platform.
(b) Paid Version. Moises offers different versions of the Subscription Service, which will each automatically renew at the end of your billing period consistent with the term of Section 6.3 (Subscription Service). You can upgrade from the Free Version of the Service to a Subscription Service or upgrade to a higher version of the Subscription Service at any time by following instructions on our Pricing Page. You will be charged with the amount shown on the Pricing Page before you can access the Subscription Service. If you downgrade your Subscription Service to a Free Version, or a lower paid version, certain features on your account, including A La Carte Features (as defined below) that you may have paid for on an individual basis, will be disabled and locked at the end of your then current subscription period and you may be unable to access some of the content that you had uploaded to your Subscription Service account unless you resubscribe to the Subscription Service plan that provides access to those features.
(c) A La Carte Features. Moises may offer you access to Tools and features that you must pay for on an individual basis (each an “A La Carte Feature”). You will be charged with the amount shown on the page when you ordered the Al La Carte Feature. In order to access certain A La Carte Features, you may be required to have and maintain a valid Subscription Service. Upon payment for an A La Carte Feature, Moises will provide you access to the applicable A La Carte Feature until such time as (a) Moises removes such feature from the Platform, which Moises may do at its sole discretion without notice to you, (b) your Subscription Service ends, if such is required to access the particular A La Carte Feature, or (c) Moises terminates your access or these Terms as set forth herein.
7.2 Beta Trials. Moises may, at its sole discretion from time to time, add new features to the Service that may be described as “Beta” features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to these Beta Features as well. Beta Features may include partially functional or non-functional features of the Service, 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.
8.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Moises grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Website and Platform.
8.2 Moises Demonstration Collection. Moises may make available a limited number of curated sound recordings on the Platform to allow users to demonstrate or experiment with the Tools (the “Moises Collection”). Moises does not represent or guarantee when or if it will make the Moises Collection available to users. Moises may change the content of the Moises Collection and the Tools that may be used in connection with the Moises Collection at any time in its sole discretion and without any liability to you. To the extent that Moises makes the Moises Collection available, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to reproduce, distribute, publicly perform, and create derivative works of the Moises Collection solely through the Service and solely to sample or demonstrate the Tools provided on the Platform for your personal use. Unless otherwise explicitly authorized by Moises, You may not: (a) reproduce, publicly perform, publicly display, make derivative works of, or otherwise distribute the Moises Collection outside of the Platform; (b) sublicense, sell, loan, share, broadcast, rent, assign lease, or provide the Moises Collection to a third party; (c) use the Moises Collection with an audiovisual work or any other content that is distributed, exhibited or hosted on a third party platform; (d) use the Moises Collection to train or tune artificial intelligence or machine learning models either as the sole input or as part of a larger dataset; or (e) export the Moises Collection from the Service.
8.3 Moises Generated Content. Subject your compliance with these Terms, Moises grants you a non-exclusive, non-transferable, perpetual right and license to use the Moises Generated Content solely in combination with other lyrics and sounds for songwriting and music production purposes to create new lyrics, musical works, sound recordings, and audiovisual works. This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, create derivative works of, and otherwise use such Moises Generated Content, including for commercial purposes. However you may not (a) use or sublicense the Moises Generated Content in isolation as suggestions, lyrics, sound effects, audio, or as source material for any other form of sample (even if you modify the Moises Generated Content); (b) use Moises Generated Content in a manner competitive to Moises or its licensors; (c) use Moises Generated Content or Output to train or tune artificial intelligence or machine learning models either as the sole input or as part of a larger dataset; or (d) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer all of the Moises Generated Content to a third party except as incorporated into a new composition. For clarity, “Moises Generated Content” does not include the Moises Collection.
8.4 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
8.5 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 Service (“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 Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
- Ownership; Proprietary Rights. The Service is owned and operated by Moises. The Platform, Moises Generated Content, Moises Collection, and visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Moises (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Moises or its third-party licensors. Except as expressly authorized by Moises, you may not make use of the Materials. There are no implied licenses in these Terms and Moises reserves all rights to the Materials not granted expressly in these Terms.
- Third-Party Terms
10.2 Third-Party Software. The Service 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 Service is provided to you subject to these Terms, nothing in these Terms 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.
- User Content
11.1 User Content Generally. Certain features of the Service may permit users to record audio or video, submit, upload, publish, broadcast, or otherwise transmit (collectively, “Submit”) content on or to the Service, including messages, reviews, photos, video, or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Submit to the Service, subject to the licenses granted in these Terms. However, you acknowledge and agree that if you are an employee of an Organization, the applicable Organization may own the rights to that User Content.
11.2 Limited License Grant to Moises. By Submitting User Content to or via the Service, you grant Moises a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, for use in connection with the Service and Moises’ (and its successors’ and/or affiliates’) businesses, including for promoting and redistributing all or part of the Service in any media formats and through any media channels. If you Submit User Content to the Service, you hereby grant Moises the right to use the User Content and the data, content, and information derived from the User Content and your use of the Service to provide, develop, and improve the Service, for marketing, analytics, testing, and quality assurance, for machine learning and artificial intelligence purposes (including to train and tune our models and algorithms), and for what is commonly referred to as “generative artificial intelligence” purposes. You agree that Moises may aggregate your data with the data of other Moises users for such purposes. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Submitted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Submitting your User Content and from Moises’s exercise of the license set forth in this Section.
11.3 Specific Rules for Photographs and Images. If you Submit a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.
11.4 Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Moises. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with Moises. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Moises the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and Submit it to the Service, including, without limitation, by recording your performance through the Service or uploading a recording of your performance to the Service, you are responsible for securing all rights in and to the underlying musical work before Submitting your recording or performance of that musical work to the Service.
11.5 You Must Have Rights to the Content You Submit; User Content Representations and Warranties. You must not Submit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content, including in all ambient music and underlying musical works embodied in any sound recording. Moises disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Moises and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Moises, the Service, and these Terms;
(b) your User Content, and the Submission or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Moises to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
11.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Submit and will not be in any way responsible or liable for User Content. Moises may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Moises with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Moises does not permit infringing activities on the Service.
Specific Rules for User Content Containing Personal Data Subject to GDPR. If the User Content you Submit contains personal data of a data subject who is covered under the European Union General Data Protection Regulation (“GDPR”), you are responsible and accountable for this data as a controller according to the GDPR. You authorize us to process this data on your behalf by hosting your enrolled data. You also authorize us to engage other parties as processors. We process your Submitted User Content according to these Terms.
- Additional Terms for Specific Features
12.1 Voice Studio. Moises may provide features as part of the Service which allow you to digitally imitate a person’s voice using artificial intelligence models, either through Moises-created voice models or using your own recordings to create a custom voice model. If you create your own custom voice model using the Services, you are responsible for ensuring that you have all rights, permissions, and consents to upload the recordings and to create and use a voice model of the applicable voice owner. You may not use the Voice Studio, including any Outputs generated using the Voice Studio, (a) for any illegal, fraudulent, or discriminatory purpose; (b) to impersonate an individual (whether alive, dead, or fictional) without permission; (c) to spread false information; (d) to create any content that is obscene, defamatory, libelous, or pornographic, or threatening; (e) to promote or engage in any form of hate speech, abuse, or harassment; or (f) for any other harmful purpose as determined by Moises in its sole discretion.
13.1 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page or in the Moises mobile application settings.
13.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
- Prohibited Conduct.
BY USING THE SERVICE, YOU AGREE NOT TO:
14.2 use the Service or any content, information, or data obtained from the Service 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;
14.3 use the Service or any content, information, or data obtained from the Service in a manner that competes with or is intended to compete with Moises or displace the market for the Service;
14.4 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
14.5 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;
14.6 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Moises;
14.7 interfere with security-related features of the Service, 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 Service except to the extent that the activity is expressly permitted by applicable law;
14.8 interfere with the operation of the Service or any user’s enjoyment of the Service, 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 Service; (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 Service;
14.9 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
14.10 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
14.11 attempt to do any of the acts described in this Section 14 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 14 (Prohibited Conduct).
- Intellectual Property Rights Protection
15.1 Respect of Third-Party Rights. Moises respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
15.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:
Moises Systems, Inc.
Attn: Copyright Agent
4001 South 700 East, Suite 500, Salt Lake City, Utah 84107
15.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Moises with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Moises making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
15.4 Repeat Infringers. Moises’s policy is to: (a) remove or disable access to material that Moises believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Moises will terminate the accounts of users that are determined by Moises to be repeat infringers. Moises reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
15.5 Counter Notification. If you receive a notification from Moises that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Moises with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Moises’s Designated Agent through one of the methods identified in Section 15.2 (DMCA Notification), and include substantially the following information:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Moises may be found, and that you will accept service of process from the person who provided notification under Section 15.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
15.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Moises in response to a Notification of Claimed Infringement, then Moises will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Moises will replace the removed User Content or cease disabling access to it in 10 business days, and Moises will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Moises’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Moises’s system or network.
15.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Moises relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Moises reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
Modification of Terms. We may, from time to time, change these Terms. Please check these Terms 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 Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 16 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
Term, Termination, and Modification of the Service
17.2 Termination. If you violate any material provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Moises may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, 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 your account and these Terms at any time by navigating to your account settings on the Service or by contacting us at https://help.moises.ai.
17.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Moises any unpaid amount that was due prior to termination; (d) all payment obligations accrued prior to termination; and (e) the indemnification obligation in Sections 8.5 (Feedback), 9 (Ownership; Proprietary Rights), 11 (User Content), 12 (Additional Terms for Specific Features), ( 17.3 (Effect of Termination), 18 (Indemnity), 19 (Disclaimers; No Warranties by Moises), 20 (Limitation of Liability), 21 (Dispute Resolution and Arbitration), and 22 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Submit to the Service (including any sound recordings you recorded using the Service) and any Output you created using the Service since upon termination of your account, you may lose access rights to any User Content you Submit to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address, or other forms of account verification.
17.4 Modification of the Service. Moises reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Moises will have no liability for any change to the Service, including the deprecation of any A La Carte Features or other paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
17.5 No Obligation to Store Your Content. Moises is under no obligation to store, maintain, or provide you with copies of any content you Submit to the Service or Outputs you generate using the Service. Moises may, in its sole discretion, limit or remove the ability for you to access User Content or store Outputs. You should retain copies of any User Content you Submit to the Service and immediately download Outputs you have generated using the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to such content through the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, 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 Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your 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.
Disclaimers; No Warranties by Moises19.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH OR GENERATED USING THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MOISES DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH OR GENERATED USING THE SERVICE, 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 SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE OR GENERATED USING THE SERVICE, 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.
19.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MOISES ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH OR GENERATED USING THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MOISES ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM: (a) THE SERVICE; (b) ANY ERRORS, INACCURACIES, OR OMISSIONS IN THE MOISES GENERATED CONTENT OR OTHER CONTENT PROVIDED BY THE TOOLS; (c) YOUR ABILITY OR INABILITY TO UPLOAD, EXPORT, RETRIEVE, TRANSFER, OR REMOVE ANY USER CONTENT, MOISES GENERATED CONTENT, OUTPUT, OR THE MOISES COLLECTION FROM THE SERVICE; AND (d) YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE 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 USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT AND OUTPUT.
19.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 19 (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.
Limitation of Liability20.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MOSIES 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 SERVICE OR ANY MATERIALS, OR CONTENT ON THE SERVICE OR GENERATED USING THE SERVICE, 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.
20.2 EXCEPT AS PROVIDED IN SECTIONS 21.5 (COMMENCING ARBITRATION) AND 20.7 (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 SERVICE OR OTHERWISE UNDER THESE TERMS, 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 SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; AND (b) US$100.
20.3 EACH PROVISION OF THESE TERMS 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 THESE TERMS. 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 THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration21.1 Generally. Except as described in Section 21.2 (Exceptions) and 21.3 (Opt-Out), you and Moises agree that every dispute arising in connection with these Terms, the Service, 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 these Terms. 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 THESE TERMS, YOU AND Moises ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
21.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms 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.
21.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 21 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Moises Systems, Inc., Attention: Legal Department – Arbitration Opt-Out, 4001 South 700 East, Suite 500, Salt Lake City, Utah 84107 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Moises receives your Opt-Out Notice, this Section 21 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 22.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
21.4 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 these Terms. 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.
21.5 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., 4001 South 700 East, Suite 500, Salt Lake City, Utah 84107. 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 these Terms, 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.
21.6 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 [residence/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.
21.7 Arbitration Relief. Except as provided in Section 21.8 (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.
21.8 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.
21.9 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.
21.10 Enforceability. If Section 21.8 (No Class Actions) or the entirety of this Section 21 (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 21 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 22.2 (Governing Law) will govern any action arising out of or related to these Terms.
22.2 Governing Law. These Terms are 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 these Terms. We operate the Service from our offices in Utah, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
22.4 Licensors. Third parties that license content to Moises in connection with the Service (“Licensors”) are third party beneficiaries of these Terms, and upon your acceptance of these Terms, such Licensors will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
22.5 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
22.7 Contact Information. The Service is offered by Moises Systems, Inc., located at 4001 South 700 East, Suite 500, Salt Lake City, Utah 84107. You may contact us by sending correspondence to that address or by contacting use at help.moises.ai.
22.8 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 Service or to receive further information regarding use of the Service.
22.9 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
22.10 International Use. The Service is intended for visitors located within countries or territories where the Service is legal and not prohibited by Applicable Law. We make no representation that the Service is appropriate or available for use outside of such countries or territories. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
Notice Regarding Apple. This Section 23 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Moises only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.