THIS BETA AGREEMENT (the “Agreement”) shall govern your (“you” or “User”) use of the Moon Boots platform located at platform.moonbootsdev.com (the “Platform”) as offered by Digital Molecule LLC d/b/a Moon Boots (“Moon Boots” or “us”). You understand and agree that you will serve as a beta user for the Platform. Both Moon Boots and you may be referred to herein individually as a “Party” or collectively, as the “Parties”). This Agreement is a legally binding contract between you and Moon Boots. By clicking accept, you are agreeing to be bound by the terms of this Agreement. You agree to abide by these terms as a condition of your participation as a beta user of the Platform.
- THE PLATFORM. The Platform is a software as a service platform that allows creators to upload and share original content with paid members.
- OWNERSHIP. The Platform constitutes a proprietary work of Moon Boots and its licensors, protected by copyright and other intellectual property laws. All original materials provided by Moon Boots are owned by Moon Boots. Any original materials are provided for your individual use only. You are not authorized to use or transfer any of Moon Boots' intellectual property. All intellectual property remains the property of Moon Boots. No license to sell, distribute, reproduce, prepare a derivative work, display, or perform is granted or implied. Moon Boots will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.
Certain of the names, logos, and other materials displayed in connection with the Platform constitute Moon Boots' intellectual property, including, but not limited to, patents, trademarks, service marks, trade secrets and copyrights (“Company IP”). You are not authorized to use any Company IP without Moon Boots' express consent. Ownership of Company IP remains with Moon Boots and you agree not to make any claims or assertions of any other Party's ownership of Company IP.
Moon Boots is a trademark of Moon Boots and is protected by United States trademark law. Moon Boots' trademarks and trade dress may not be used in connection with any product or service that is not Moon Boots', in any manner likely to cause confusion among consumers or in any manner that disparages or discredits Moon Boots.
- FEEDBACK & PUBLICITIY. You may, from time to time, provide suggestions, enhancement or feature requests or other feedback to Moon Boots with respect to Moon Boots’ Platform or products, or related materials (collectively, “Feedback”). You agree that all Feedback and rights therein are and shall be given by you entirely and voluntarily to Moon Boots. Moon Boots shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback in its sole discretion, without restriction or obligation of any kind or nature. Any incorporation of Feedback in the Platform does not give rise to any rights in the Platform to you and Moon Boots shall remain the sole owner of the Platform.
- RESTRICTIONS & OBLIGATIONS. User agrees that Moon Boots reserves the right, in its sole discretion to revoke access to the Platform at any time for any reason, including if any content has been copied or used in an unauthorized manner. Unauthorized use includes copying the Platform, or Platform concept or materials for any commercial product or service, including but not limited to (i) creating a platform, application or website offering the same or related service/content, (ii) adding similar content to an existing platform, application, website or product or (iii) otherwise creating and/or selling any related products and services. Moon Boots reserves the right to pursue, and you agree to be liable for, damages for unauthorized use of the Platform or associated Platform materials, including any attorney fees accrued in connection with enforcing these rights.
- PAYMENT. The Platform will be provided to you on a trial basis free of charge until the Agreement expires or is terminated as set forth herein.
- TERM AND TERMINATION. The term of this Agreement shall commence upon your consent to these terms and continue until termination. User may terminate this Agreement without cause upon thirty (30) days written notice to Moon Boots. However, Moon Boots may terminate this Agreement with User immediately upon notice to User for any reason or no reason at all. Upon termination of the Agreement: (i) all rights granted to User under the Agreement shall immediately terminate and Moon Boots will immediately revoke User’s access to the Platform; and (ii) User will promptly return or destroy all Moon Boots materials and other documentation that are in User’s possession or control.
- REPRESENTATIONS AND WARRANTIES. By entering into this Agreement, you represent, warrant, and covenant the following to Moon Boots:
- You are at least eighteen (18) years old, have reached the age of majority where you live, and you have the legal capacity to enter into this Agreement;
- You will not post any materials that would violate any law or any third-party right;
- You will not use the Platform for any illegal purposes or activities;
- All information you provide to Moon Boots is accurate, and you will promptly update this information when necessary to make sure that it remains accurate; and
- You have the full right, power, and authority to enter into this Agreement, grant the rights granted herein, and the perform the obligations herein.
- PLATFORM CONDUCT. By signing this Agreement, you agree to be bound by the terms of service for the Platform, which are hereby incorporated by reference.
You are, and shall remain, solely responsible for the any content you upload, submit, post, transmit, communicate, share, or exchange by means of the Platform and for the consequences of submitting, posting, or otherwise contributing the same. Moon Boots does not undertake or assume any duty to monitor for inappropriate or unlawful content submitted or contributed to the Platform, nor does it assume liability for any claims related to such content.
Moon Boots reserves the right, in Moon Boots’ sole discretion, to remove any content or user, for any reason. Content on the Platform must not:
- Contain any material that is illegal, defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
- Be likely to deceive any person;
- Promote or solicit any illegal activity, or advocate, promote, or assist any unlawful act;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, including non-sanctioned contests, sweepstakes, and other sales promotions, barter, or advertising;
- Give the impression that they emanate from or are endorsed by Moon Boots or any other person, if this is not the case; or
- Contain viruses, worms, or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications.
Any member violating the Platform rules may be immediately and permanently removed from the Platform, in Moon Boots’ sole discretion. Moon Boots reserves the right to report to the appropriate authority any post, comment, member, or message in or on the Platform that Moon Boots deems, in its sole discretion, may implicate the safety of either a user of the Platform or a third-party.
- CONFIDENTIAL INFORMATION. “Confidential Information” shall mean this Agreement, the content and operation of the Platform, any, and all information Moon Boots discloses to User except for information which: (i) the User can demonstrate by contemporaneous written record is previously rightfully known to it without restriction on disclosure; (ii) is or becomes publicly known through no wrongful act or failure of the User; (iii) is independently developed by the User without the benefit of such Confidential Information; or (iv) is received from a third party that is not under an obligation of confidentiality and does not thereby breach an obligation of confidentiality. User shall at all times, both during the term of this Agreement and for a period of two (2) years after the term, keep in confidence all such Confidential Information using a standard of care it would use with its own information of this nature, but in no event less than reasonable care. User shall not disclose any Confidential Information to third parties nor shall it use any Confidential Information other than as expressly set forth in these terms. Notwithstanding the foregoing, User may disclose Confidential Information of Moon Boots in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that User gives Moon Boots prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.
- LIMITATION OF LIABILITY & INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT MOON BOOTS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND ITS LICENSORS SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY A USER WHETHER OR NOT MOON BOOTS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
User hereby irrevocably and unconditionally agrees to indemnify and hold harmless Moon Boots and its affiliates and subsidiaries, and its and their respective officers, directors, managers, employees, shareholders, agents or representatives (collectively, the “Indemnified Parties”), against any and all claims, actions, proceedings brought by third parties (together with any damages, judgments, costs, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising directly or indirectly as a result of, or relating in any manner to: (i) any breach of this Agreement by User; and (ii) any gross negligence or intentional misconduct of User in connection with this Agreement. User shall not agree to any settlement that imposes any obligation or liability on the Indemnified Parties without the Indemnified Parties’ prior written consent.
- DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM MOON BOOTS OR ITS LICENSORS. YOUR USE OF THE PLATFORM AND ANY MATERIAL DISPLAYED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS, HARDWARE, FIRMWARE, SOFTWARE, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. MOON BOOTS WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR PLATFORM INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. MOON BOOTS AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. USER UNDERSTANDS THE PLATFORM IS PROVIDED VIA THE INTERNET AND ACKNOWLEDGES AND AGREES THAT NEITHER MOON BOOTS NOR ANY OF ITS LICENSORS OR AFFILIATES OPERATE OR CONTROL THE INTERNET. AS SUCH, THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
- Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of the Platform, this Agreement, or the subject matter of this Agreement, a Party may demand that any such dispute be resolved by arbitration administered by the Arbitration Resolution Services, Inc. (“ARS”) (or a similar online dispute resolution provider if ARS is not available) in accordance with its rules available at www.arbresolutions.com, and each Party hereby consents to any such dispute being so resolved. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. Each Party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Unless required by law, neither a Party nor an arbitrator will disclose the existence, content, or results of any arbitration under this Agreement without the advance written consent of both Parties.
- Governing Law; Jurisdiction. This Agreement and all disputes, claims, actions, suits, or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of California, excluding those choice of law principals or other laws that would give effect to the laws of a different jurisdiction.
All disputes arising out of or relating to the Platform or this Agreement that are not subject to arbitration will be subject to the exclusive jurisdiction and venue of the federal or state courts in Los Angeles County, California, and each Party hereby submits to the personal jurisdiction of those courts. Each Party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.
- Relationship. Each Party is an independent contractor and not an employee of the other Party for federal, state, local or other tax purposes or any other purposes whatsoever. Neither Party has authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other Party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one Party an agent of the other Party.
- Notices. All notices and other communications required or permitted under this Agreement shall be in writing and (a) delivered personally, (b) registered mail (c) via email correspondence (with confirmed receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon email confirmation of receipt.
If to Moon Boots:
Moon Boots, Inc.
10061 Riverside dr. STE 318
Toluca Lake CA, 91602
Attention: Moon Boots
If to you: The contact information you provide when you agree to these terms and sign up for an account on the Platform.
- Assignment, Amendment, Waiver, Severability, Survival, and Entire Agreement. Moon Boots may assign this Agreement however User may not assign this Agreement without the prior written approval of Moon Boots. No amendment, modification, waiver, or discharge of any provision of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party against whom enforcement is sought. No failure or delay by either Party to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by both Parties. If any provision of this Agreement is held to be illegal, invalid, or unenforceable the provision shall be construed to the maximum extent permit to give effect to the Parties’ intent, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the cancellation, expiration or termination of this Agreement.