Effective as of October 10, 2022
Together with its subsidiaries and other affiliates, Moises Systems, Inc., a Delaware corporation (“Moises”), makes available the “Site” (websites including, without limitation, www.moises.ai, moises.app, moises.cc, and all subdomains), “Software” (software and mobile applications), and “Services” (including, without limitation, artificial intelligence audio processing, songwriting tools, suite of software-as-a-service applications (which are comprised of various application programming interfaces and web applications that allow customers to upload or otherwise transmit media, communications, and data to, and generate results by processing that media, communications, and data using, the Services (such results, the “Output”).
This Contract applies to Moises.ai, Moises.ai branded apps, communications, and other services that state that they are offered under this Contract ("Services"), including the offsite collection of data for those Services, such as our ads. Access to and use of Moises' existing Site, Software, and Services, collectively referred to as ("Moises Properties"), as well as any future Sites, Software, or Services provided by Moises, are governed by this Terms of Service and License Agreement (this “Agreement”).
You agree that by clicking "Join Now", "Join Moises.ai", "Sign Up", "Sign in", "Log in", "Log on" or similar, registering, accessing, or using our services (described below), you are agreeing to enter into a legally binding contract with Moises (even if you are using our Services on behalf of a company). If you do not agree to this contract ("Contract" or "User Agreement"), do not click "Create Account", "Log-in", "Login" or similar) and do not access or otherwise use any of our Services. If you wish to terminate this Contract, at any time you can do so by closing your account and no longer accessing or using our Services.
If you are an individual subscriber, or are accessing the Site to use a Trial (as defined below) of Moises Properties, or are otherwise browsing the Site (if you have chosen not to register for our Services, you may access certain features as a "Visitor."), this Agreement is between you, individually, and Moises.
If you are an employee, faculty member, musician, or student of a university, school, band, or other entity or organization that has subscribed to the Services and Software (a “Multi-user Subscriber”), you are an “Authorized User” of your Multi-user Subscriber and (i) you represent that you have your Multi-user Subscriber’s permission and authority to use Moises Properties and your Multi-user Subscriber’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and Moises, and (iii) your Multi-user Subscriber is jointly responsible for your use of the Moises Properties.
If you are entering into this Agreement on behalf of a Multi-user Subscriber, you represent that you have the authority to bind the Multi-user Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Multi-user Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Site, Software, or Services.
All registered users of our Services are collectively referred to as "Members" and unregistered users are "Visitors".
You are entering into this Contract with Moises Systems, Inc, which will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Services.
Moises is a media processing service, and the user takes full responsibility for any copyright laws that may apply to the use of the Service or the output generated by it. Moises does not promote, endorse, share or publish any user-processed content. Please don’t copy, upload, or share content unless you have the right to do so.
2.1 Service Eligibility
Here are some promises that you make to us in this Contract:
You're eligible to enter into this Contract, and you are at least our "Minimum Age."
The Services are not for use by anyone under the age of 13.
To use the Services, you agree that: (1) you must be the "Minimum Age" (described below) or older; (2) you will only have one Moises account, which must be in your real name; and (3) you are not already restricted by Moises from using Moises Properties. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 13.
"Minimum Age" means 13 years old. However, if the law requires that you must be older in order for Moises to lawfully provide the Services to you without parental consent (including using of your personal data) then the Minimum Age is such older age.
If your country is marked with an asterisk (*) in the chart below, and you require parent or guardian consent, your parent or guardian will enter into the contract on behalf of you.
Andorra*, Argentina*, Australia, Austria*, Bahrain, Belgium, Bolivia*, Costa Rica*, Czech Republic, Denmark*, Dominican Republic, Ecuador, El Salvador*, Estonia, Finland, France*, Greece*, Guatemala*, Honduras*, Hong Kong, Iceland, India, Ireland, Israel, Jordan, Kuwait, Latvia, Lebanon, Liechtenstein, Luxembourg, Malaysia*, Malta*, Mexico*, Monaco*, Morocco, New Zealand, Nicaragua*, Norway*, Oman, Palestine, Panama*, Paraguay*, Philippines*, Poland*, Portugal*, Qatar, Saudi Arabia, Singapore, South Africa, Spain*, Sweden, Switzerland, UAE, Turkey*, United Kingdom, Uruguay, Vietnam
Must be 18 or older, or be 13 or older and have parent or guardian consent.
Must be 19 or older, or be 13 or older and have parent or guardian consent.
Must be 18 or older, or be 16 or older and have parent or guardian consent.
Bulgaria*, Colombia*, Chile, Hungary, Peru, Romania
Must be 18 or older, or be 14 or older and have parent or guardian consent.
Must be 13 or older to use the Free Service. For Paid Subscriptions, you must be age of majority in your province or territory of residence, or 13 or older with parent or guardian consent.
Cyprus*, Italy, Lithuania, Netherlands
To use the Free Service, must be 16 or older, or be 13 or older and have parent or guardian consent. To register for a Paid Subscription, must be 18 or older, or be 13 or older and have parent or guardian consent.
Must be 21 or older, or be 13 or older and have parent or guardian consent.
Japan, Taiwan, Thailand
Must be 20 or older, or be 13 or older and have parent or guardian consent.
Must be 16 or older, or be 13 or older and have parent or guardian consent.
Must be 18 or older.
United States of America
Must be 18 or older, or be 13 or older and have parent or guardian consent.
2.2 Your Account
You will keep your password a secret.
You will not share an account with anyone else and will follow our rules and the law.
Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account (e.g., files); and (3) follow the law and our list of Dos and Don'ts. You are responsible for anything that happens through your account unless you close it or report misuse.
2.3 Payment and Cancellations
2.3.1 If you are an individual subscriber:
In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), Moises grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use Moises Properties solely for your own personal purposes.
2.3.2 If you are a Multi-user Subscriber:
In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), Moises grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of Moises Properties solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and Moises to access and make use of Moises Properties.
2.3.3 If you are an Authorized User:
In consideration for your agreement to this Agreement and your Multi-user Subscriber’s payment of all applicable Fees (as defined below), Moises grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of Moises Properties solely for the internal purposes of your Multi-user Subscriber.
2.3.4 Fees and payment
You may access and use Moises Properties only in accordance with any instruction manuals, user guides, and other documentation as made available by Moises from time to time.
Your access to or use of the Services and/or Software shall be contingent upon your payment of all applicable fees as described on the Site or Software at the time (“Fees”); unless you are an Authorized User, in which case your access to or use of the Services and/or Software shall be contingent upon your Multi-user Subscriber’s payment of the Fees. Failure to pay these fees will result in the termination of your paid Services.
You may purchase a Paid Subscription directly from Moises or through a third party either by (1) paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving you access to the Moises Service for a specific time period (“Pre-Paid Period”).
Also, you agree that:
Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).
We may continue billing your payment method (e.g., credit card) even after it has expired, to avoid interruptions in your Services and to use to pay for other Services you may buy.
If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Members might change the subscription plan by canceling and re-subscribing to the desired plan. We do not provide refunds or credits for plan changes. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
Moises may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Moises Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
You'll honor your payment obligations, and you are okay with using Apple, Google, Paypal.com, Stripe.com, Ebanx.com, or other industry-standard gateways to process payments. Moises follows industry security standards. Credit Card information is securely processed by the mentioned providers. Moises does not store credit card numbers.
2.3.5 Refund Policy:
THE SUBSCRIPTION SERVICE IS NON-REFUNDABLE, exceptions may apply to comply with local regulations of the customer's country of origin. Contact support to check refund eligibility. Members are responsible for their payment and plan choice.
2.3.6 Free trial
Moises may offer a free trial membership from time to time with regard to certain Software or Services (a “Trial”). By accessing or using Moises Properties, you agree to the terms of any such Trial and further agree to any changes Moises may make to such Trial. If you cancel the Services before the end of the trial period, all your rights to any remaining free trial period will be waived (unless you started your Trial via our iOS and Android app, in which case your trial will continue until the end of the trial period), and you will not be eligible to participate in any further Trials, except as allowed by Moises in its sole discretion.
2.3.7 Renewal and Cancellation
Unless your Paid Subscription has been purchased for a Pre-Paid Period, your payment to Moises or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period, or if you purchased the Paid Subscription through a third party, by canceling the Paid Subscription through a such third party. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. We do not provide refunds or credits for any partial subscription periods.
If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service. If you have purchased your Paid Subscription through a third party, you must cancel directly with that third party.
2.4 Notices and Messages
You're okay with us providing notices and messages to you through our websites, apps, and contact information. If your contact information is out of date, you may miss out on important notices.
You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number). You agree to keep your contact information up to date.
3.1 Types of Content
You acknowledge that any information, data, text, software, music, audio, photographs, graphics, video, messages, tags, and/or other materials accessible through Moises Properties (collectively, “Content”), including the Service, is the sole responsibility of the party from whom such Content originated. This means that you, and not Moises, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Service (“Your Content”), and that you and others Users of the Service, and not Moises, are similarly responsible for all Content that you and they Make Available through the Service (“User Content”).
3.2 No Obligation to Pre-Screen Content
You acknowledge that Moises has no obligation to pre-screen or monitor Content (including, but not limited to, User Content), although Moises reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Moises pre-screens, refuses, or removes any Content, you acknowledge that Moises will do so for Moises’ benefit, not yours. We reserve the right but are not obligated, to remove or disable access to any content, including Your Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Unless expressly agreed to by Moises in writing elsewhere, Moises has no obligation to store any of Your Content that you Make Available on Moises Properties. Moises has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving the use of Moises Properties. Certain portions of the Service may enable you to specify the level at which such Service restricts access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Moises retains the right to create reasonable limits on Moises' use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Moises in its sole discretion. Moises does not control, verify, or endorse the content that you or others store on Moises Properties. You are responsible for: (a) all content, including your content and others’ content, that you store and share through the Services, and (b) that you have all the rights you need in relation to the content and information stored on Moises Properties. In addition, by storing, processing, using, or transmitting content you confirm that you will not violate any law or these Terms of Service.
3.4 Your Content
You or a third party licensor, as appropriate, retain all intellectual property rights to Your Content. Moises does not claim ownership of Your Content. This also means that you are responsible for protecting any of your rights in Your Content and we need not enforce a violation of these Terms by another User as it pertains to your User Content, although we reserve the right to terminate the rights of such Users to use the Service in accordance with our Copyright Complaints & Removal Policy. When you as a User post, share, or publish Your Content on or in the Moises Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
3.5 License to Your Content
You or a third party licensor, as appropriate, own Your Content. As a result, we need your permission (in legal language, this is called a license) to use Your Content to provide our Site, Software, and Services to you. You grant us a license to Your Content for the limited purposes of:
- Operating and improving the Site, Software, and Services (for example, your report or rejection of lyric suggestions may help improve our content filters);
- Protecting the Site, Software, and Services (for example, we may analyze patterns in usage to prevent abuse);
- Customizing the Site, Software, and Services (for example, we may use Your Content to create personalized suggestions); and
- Developing new technologies and services (for example, creating our mood detector).
You may not post or submit for print services a photograph of another person without that person’s permission. The license you give us is only for the above purposes. Moises will not commercially sublicense or sell Your Content to third parties.
3.6 Specific Rules for Musical Works
If you are a composer or author of a musical work and have affiliated with musical works performing rights organization (e.g., ASCAP, BMI, and SESAC), then you must notify your such organization of the royalty-free license you grant through this Agreement to us. You are solely responsible for ensuring your compliance with the relevant organizations reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in this Agreement or have such music publisher enter into this Agreement with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in this Agreement.
3.7 Through-To-The-Audience Rights
All of the rights you grant in this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of third party sites will not have any separate liability to you or any other third party for Your Content Made Available on such third party sites via the Service.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any feed, forums, comments, or any other area on Moises Properties, you hereby expressly permit Moises to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
3.9 User Content Generally
Posting User Content, including Assets, is a privilege, not a right, and we may terminate such privileges of any User at any time and for any reason, without liability to such User. If you find objectionable content in any User Content, then please notify us by contacting us at https://help.moises.ai. You are solely responsible for the content of any User Content.
3.10 Moises Generated Content
Any lyrical suggestions, lines, words, phrases, chords, rhymes, processed sounds, and metadata that are made available by Moises are licensed, not sold, to you. Subject your compliance with the Agreement, Moises grants you a non-exclusive, non-transferable, perpetual right to use the Moises Generated Content in combination with other lyrics and sounds in songwriting and music productions to create new lyrics, songs, recordings, and productions. This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense, and otherwise use such Moises Generated Content, including for commercial purposes. However, notwithstanding anything to the contrary, 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 or sublicense Moises Generated Content in a manner competitive to Moises or its licensors, (c), 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; or (d) redistribute the Moises Generated Content in forms. Additionally, for clarity, you may not use the name, image, or likeness of the artist associated with Moises Generated Content in any way without that artist’s express written permission. Any other Content (as defined below) made available through Moises Generated Content shall be used only for your personal, non-commercial purposes. Moises hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use any such Content (including without limitation any stems or project files) solely in connection with your use of Moises Generated Content for personal, non-commercial purposes, and in accordance with any limitations set forth herein and otherwise communicated by Moises on or through the Services.
3.11 Unsafe content
We prohibit Moises Properties from being used to generate certain content. We provide free content filters to help ensure Moises Properties are being used for their intended purpose and to limit misuse. You agree that you will make reasonable efforts to reduce the likelihood, severity, and scale of any societal harm caused by your use of Moises Properties (including the use and sharing of Moises Generated Content) by following the present terms of service. Moises may request information from you regarding your efforts to reduce safety risks, and you agree to provide such information. Such information may be used to assess compliance with these Terms as well as to inform improvements to the Services (including any components thereof). We prohibit users from knowingly generating—or allowing others to knowingly generate—the following categories of content: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
3.12 Content Provided by Other Users
We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk. By using Moises Properties you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
3.13 User Disputes
Moises is not responsible for any disputes or disagreements between you and any third party you interact with using Moises Properties, including Users. You assume all risks associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among you and other Users of the Service and will not involve us in such disputes. Use caution and common sense when using the Service and dealing with other Users.
3.14 Removal of User Content
You can remove Your Content by specifically deleting it. You should know that in certain instances, some of Your Content, (such as posts or comments you make), may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
All intellectual property rights in and to Your Content are and shall remain your property, and Moises shall acquire no right of ownership with respect to Your Content.
All intellectual property rights in and to the Software, Site, and Services and other Moises Intellectual Property are and shall remain the sole property of Moises and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other Moises Intellectual Property except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how, and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Moises and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of Moises. You may from time to time provide Moises with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how, and/or any feedback regarding the Services, the Software, the Site, and/or any of Moises' related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between you, Moises and, if applicable, your Multi-user Subscriber, all Feedback shall be exclusively owned by Moises, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result, Moises shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Multi-user Subscriber (if applicable) or any other person or entity.
4. Service Availability
We may change or end any Moises Properties or modify our prices prospectively.
We may change, suspend, or discontinue any of our Moises Properties. We may also modify our prices effective prospectively upon reasonable notice to the extent allowed under the law. You acknowledge that Moises may modify the features and functionality of Moises Properties during the Subscription Term.
We will use commercially reasonable efforts to make the Moises Properties available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, a Force Majeure Event.
The user has the right to download the processed media; Moises will automatically remove the source and processed files from its servers according to advertised plans. For paid members, data retention will follow the advertised plan.
We have the right to limit how you connect and interact with our Services.
Moises reserves the right to limit your use of the Services, including the number of your connections, uploads, downloads, devices, and your ability to contact other Members. Moises reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Dos and Don'ts and service rate-limits).
4.2 Intellectual Property Rights
We're providing you with a notice about our intellectual property rights.
Moises reserves all of its intellectual property rights in Moises Properties. Trademarks and logos used in connection with Moises Properties are the trademarks of their respective owners. Moises, and "M" logos and other Moises trademarks, service marks, graphics, and logos used for Moises Properties are trademarks or registered trademarks of Moises.
4.3 Automated Processing
We use data and information about you to make relevant suggestions to you and others. We use the information and data that you provide and that we have about Members to make recommendations for connections, content, and features that may be useful to you. For example, we use data and information about you to recommend and personalize features for you. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.
5. Disclaimer and Limit of Liability
5.1 No Warranty
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
MOISES PROPERTIES ARE LICENSED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. MOISES AND ITS AFFILIATES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO MOISES PROPERTIES, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
MOISES AND ITS AFFILIATES DO NOT WARRANT THAT MOISES PROPERTIES, SYSTEMS, AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE OR WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, FREE OF HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM.
YOU AGREE THAT USE OF MOISES PROPERTIES IS AT YOUR OWN RISK. YOU HAVE NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF MOISES PROPERTIES WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF MOISES PROPERTIES OR THAT ANY VERSION OF MOISES PROPERTIES WILL EVER BE MADE AVAILABLE OR MARKETED.
WE MAY DISCONTINUE PROVIDING MOISES PROPERTIES OR ACCESS TO OUR SYSTEM OR MAY CHANGE THE NATURE FEATURES, FUNCTIONS, SCOPE, OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH MOISES PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS MOISES PROPERTIES OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
FROM TIME TO TIME, MOISES MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND AND MAY BE MODIFIED OR DISCONTINUED AT MOISES’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
5.2 Exclusion of Liability
5.2.1 No Liability for Conduct of Third Parties
YOU ACKNOWLEDGE AND AGREE THAT THE MOISES ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE MOISES ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
5.2.2 No Liability for Conduct of Other Users
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF MOISES PROPERTIES. YOU UNDERSTAND THAT MOISES DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF MOISES PROPERTIES. MOISES MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MOISES MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH MOISES PROPERTIES.
5.2.3 Third-Party Materials
As a part of MOISES Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for MOISES to monitor such materials and that you access these materials at your own risk.
5.2.4 Limitation of liability and indemnification
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MOISES, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SERVICE PROVIDERS, AND LICENSORS (COLLECTIVELY, “MOISES ENTITIES”) INVOLVED IN CREATING, PRODUCING, OR DELIVERING MOISES PROPERTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MOISES OR ITS LICENSORS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
MOISES AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE BY YOU TO MOISES FOR THE SERVICES DURING THE TERM OF THIS CONTRACT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO $100.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A MOISES PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MOISES PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MOISES PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. FOR UK USERS, COMPANY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CAN NOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify the Moises from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) Your Content; (b) your unauthorized use of, or misuse of, Moises Properties; (b) your violation of any portion of this Agreement, 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 (including, without limitation, in connection with any use of User Content or a Sound); 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 will cooperate with our defense of those claims.
The limitations of liability in this Section 4 are part of the basis of the bargain between you and Moises and shall apply to all claims of liability (e.g., warranty, tort, negligence, Contract, and law) even if Moises or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence, or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.
This Agreement shall continue until you delete your account, cancel your subscription, or until terminated by Moises. You may cancel your subscription at any time, although only an authorized representative of a Multi-user Subscriber may cancel the Multi-user Subscriber’s account. View cancellation instructions at help.moises.ai. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use Moises Properties until your cancellation is effective (unless your access is suspended or terminated as set forth below).
Moises may deny you access to all or any part of the Moises Properties or terminate your account with or without prior notice if you engage in any conduct or activities that Moises determines, in its sole discretion, violate this Agreement or the rights of Moises or any third party, or is otherwise inappropriate. Without limitation, Moises may deny you access to the Moises Properties, or terminate this Agreement and your account, if your use of Moises Properties exceeds the use limitations set forth under the section titled “Fair usage policy”.
If you are an Authorized User of a Multi-user Subscriber, and this Agreement or the applicable agreement for Moises Properties is terminated in relation to such Multi-user Subscriber, or if you otherwise lose access to Moises Properties via your Multi-user Subscriber (e.g., if you graduate from that Multi-user Subscriber or are no longer related by that Multi-user Subscriber), Moises may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Moises).
If you are an Authorized User of a Multi-user Subscriber, your Multi-user Subscriber may elect in its discretion and at any time to revoke your Authorized User status and (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of Moises Properties will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Moises).
Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous provisions.
Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Moises Properties are non-refundable, and Moises will not prorate any Fees paid for a subscription that is terminated before the end of its term.
6.1 Termination of Agreement with Multi-user Subscriber
This section titled “Termination of Agreement with Multi-user Subscriber” applies only to Multi-user Subscribers.
Either Moises or you may terminate this Agreement by notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party. In addition, Moises may suspend access to Moises Properties upon notice if you fail to make any payment when due and fail to cure such breach within ten (10) days after receipt of notice of the breach from Moises. Any such suspension or termination shall be without limitation of any other right or remedy available to the terminating party.
Moises may terminate this Agreement for convenience upon sixty (60) days prior to written notice without liability to you. Following a termination pursuant to the foregoing sentence, Moises shall refund the pro rata portion of any Fees relating to the remaining term, as applicable.
Either Moises or you may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors.
If this Agreement is terminated or otherwise expires for any reason, you shall promptly return to Moises or destroy, as directed by Moises, all Confidential Information, Software, and other materials in your possession or under your control belonging to Moises, and all rights and licenses granted by Moises pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, your right to use the Services and Software and to access the Site and any of its content will immediately cease and Moises may elect in its discretion to (a) terminate your Authorized Users’ accounts or (b) downgrade your Authorized Users’ accounts to individual subscriber accounts.
All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous provisions.
6.2 The following shall survive termination:
Our rights to use and disclose your feedback;
Members and/or Visitors' rights to further re-share content and information you shared through the Services;
Any amounts owed by either party prior to termination remain owed after termination.
You can visit our Help Center (help.moises.ai) to close your account.
7. Governing Law and Dispute Resolution
In the unlikely event we end up in a legal dispute, you and Moises agree to resolve it in Utah courts using Utah law.
This section shall not deprive you of any mandatory consumer protections under the law of the country to which we direct Services to you, where you have your habitual residence.
For others outside of Designated Countries, including those who live outside of the United States: You and Moises agree that the laws of the State of Utah, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Contract and/or the Services.
8. General Terms
Here are some important details about the Contract.
If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.
This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.
If we don't act to enforce a breach of this Contract, that does not mean that Moises has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that Moises may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.
You agree that the only way to provide us legal notice is by submitting a message at the contact form found at help.moises.ai.
9. Moises "Dos and Don'ts"
9.1. Dos (you agree that you will)
This list of "Dos and Don'ts" limits what you can and cannot do on our Services.
You agree that you will:
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
- Provide accurate information to us and keep it updated;
- Use your real name on your profile
- Use the Services in a responsible manner; and
- Comply with our Acceptable Use and Fair Usage Policy.
9.2. Don'ts (you agree that you will not):
- Create a false identity on Moises, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another's account;
- Remove, obscure, or alter any notice, including any notice of intellectual property right appearing on or contained within Moises Properties (including any component thereof);
- Use Moises Properties to discover any underlying components of Moises or its licensors’ models, algorithms, and systems, such as exfiltrating the weights of any of Moises' or its licensors’ models by cloning via logits;
- Develop, support, or use the software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins, add-ons, or any other technology) to scrape the Services or otherwise copy profiles, metadata, media files, and other data from Moises Properties;
- Use web scraping, web harvesting, or web data extraction methods to extract data from Moises Properties (including Moises Generated Content), or Moises', its licensors’, and their affiliates’ software, models, or systems.
- Override any security feature or bypass or circumvent any access controls or use limits of the Service;
- Use, display, mirror, or frame Moises Properties or any individual element within the Moises Properties, name, trademark, logo, or other proprietary information, or the layout and design of any page, app, or form contained on a page, without Moises express written consent;
- Use any meta tags or other hidden text or metadata utilizing a Moises trademark, logo URL, or product name without Moises express written consent;
- Attempt to probe, scan or test the vulnerability of any Moises system or network or breach any security or authentication measures;
- Copy, use, disclose, or distribute any information obtained from Moises Properties, whether directly or through third parties (such as search engines), without the consent of Moises;
- Disclose information that you do not have the consent to disclose (such as confidential information of others);
- Violate the intellectual property or other rights of Moises, including, without limitation, (i) copying or distributing Moises Properties or other materials or (ii) copying or distributing our technology, unless it is released under open-source licenses; (iii) using the word "Moises" or our logos in any business name, email, or URL except as provided in the Brand Guidelines;
- Post anything that contains software viruses, worms, or any other harmful code;
- Decipher, decompile, disassemble, reverse assemble, reverse compile, decompile, translate, or reverse engineer any component or software used by Moises, discover the source code of any component of Moises Properties, or attempt to do any of the foregoing;
- Imply or state that you are affiliated with or endorsed by Moises without our express consent (e.g., representing yourself as an accredited Moises Producer, Creator, etc);
- Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Moises's consent;
- Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without Moises's consent;
- Use bots or other automated methods to access the Services, upload, or download files, and send or redirect messages;
- Monitor the Services' availability, performance, or functionality for any competitive purpose;
- Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Services;
- Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
- Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms);
- Use non-API-based forms of automation, such as scripting the Moises.ai website;
- Create and/or automate multiple accounts for duplicative or substantially similar use cases;
- Buy, sell, share or transfer API keys from, to, or with a third party without our prior written consent;
- Use Moises Properties, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Software, or Services;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, a Multi-user Subscriber;
The use of these techniques may result in the permanent suspension of your account. If activity on your account violates the usage limits, Moises may take action on your account, including suspension.
10. Third-party rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Moises, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Moises only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever 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; and (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 App infringe that 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 this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
11. Copyright Complaints & Removal Policy
Moises DMCA Policy
We respect the intellectual property of others and take the protection of intellectual property seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Service. Our policy is to (a) remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (b) remove any User Content posted to the Service by "repeat infringers." We consider a "repeat infringer" to be any User that has uploaded User Content to the Service and for whom we have received more than two take-down notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. We have discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon our own determination.
1. Notification. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
(b) Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
(c) Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;
(d) Your name, address, telephone number, and email address (if available);
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.
2. Counter Notification. If you receive a notification from us that User Content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to our designated agent through one of the methods identified above, 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 a 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 your address is outside of the United States, for any judicial district in which we may be found, and that the you will accept service of process from the person who provided notification under this DMCA Policy above or an agent of such 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.
3. Designated Agent. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to the Service should be sent using this form or sent to:
Moises Systems, Inc.
4001 South 700 East, Suite 500
Salt Lake City, Utah, 84107
4. False Notifications of Claimed Infringement or Counter Notifications.
The Copyright Act provides 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, shall 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 [our] 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." 17 U.S.C. § 512(f). Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter-notification in violation of the law.
Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.
12. How To Contact Us
Our Help Center also provides information about our Services.
For legal and general inquiries, you may contact us at help.moises.ai.
Moises Systems Inc.
4001 South 700 East, Suite 500, Salt Lake City, UT 84107