Moe Assist Inc. (“Moe Assist”, “us” or “we”) Services Terms and Conditions
Last updated November 17, 2022
These Moe Assist Services Terms and Conditions (the “Service Terms” and/or the “agreement”), constitute a legally binding agreement made by and between Moe Assist and the user of the Moe Assist Services and/or Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). These Service Terms govern your use of any Moe Assist Services displayed at www.moeassist.com (the “Site”). Please review these Service Terms carefully and make sure you understand them before enrolling because they contain important and relevant information regarding any Services you may use, including renewal and cancellation terms. Services are continuous and automatically renew monthly, unless you cancel or we terminate your account.
1. SERVICES; LICENSE
Moe Assist will use commercially reasonable efforts to host and/or make available the MOE platform (the “Platform”) and/or other services offered by Moe Assist (together with the Platform collectively, the “Services”) to you during the Term and hereby grants you, a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, personal, limited license to access and use the Services during the Term, solely for your use and in accordance with the terms and conditions herein. Such use is limited to your internal use. Moe Assist shall provide you the user name, password, or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services (“Access Credentials”) in order to use the Services. The Services are subject to modification from time to time at Moe Assist’s sole discretion, for any purpose deemed appropriate by Moe Assist. Moe Assist will use reasonable efforts to give Company prior written notice of any such modification. Moe Assist may from time to time in its discretion engage third parties to perform Services. Notwithstanding anything to the contrary in these Service Terms, all Services, including all processing of information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from you by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services (“Your Data”) shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in the United States.
2. FEES; PAYMENT
- FEES;No Deductions or Setoffs. You will be charged a monthly service fee during each month that you purchase and/or use the Services (the “Service Fees”). You shall make all payments hereunder in US dollars by credit card or ACH transfer (credit card and/or ACH processing fees to be borne by you as a pass-through expense). You shall make payments through your Moe Assist account, or as otherwise specified by Moe Assist in writing from time to time. Service Fees are subject to change upon expiration of the Term in accordance with Moe Assist pricing in effect at such time and shall be deemed amended accordingly. All amounts payable to Moe Assist under these Service Terms shall be paid by you to Moe Assist in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Services automatically renew monthly, and, unless you timely cancel, you will be charged as described above.
- Payment. You authorize Moe Assist (and any payment processor) to charge your payment card for all purchases you make, including regularly for Service Fees. We accept the forms of payment stated on the Site and, for credit card payments, charge your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information you provide us in connection with this payment to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (i) you providing complete personal, account, transaction and any other information needed, (ii) authorization of the payment by your credit or debit card company, and (iii) acceptance of your payment. You may cancel your payment prior to your final submission of it to us. Moe Assist may, in its sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (A) if you attempt to use the Services in breach of any applicable law or regulation, including the card network rules or regulations; (B) if you use the Services in breach of these Service Terms; (C) if we suspect fraudulent, unlawful or improper activity regarding a payment; (D) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (E) failure to cooperate in an investigation or provide additional information when requested.
- Taxes.The Service Fees are exclusive of any applicable taxes or levies, and accordingly, you are responsible for payment of such taxes and levies, unless it is exempt therefrom and provides Moe Assist with a copy of its tax exemption certificate or number.
- Late Payments.Unpaid Service Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorney's fees). Interest will accrue on a daily basis from the due date up to the date of actual payment and after, as well as before, judgment in the event that any such sum is contested. Moe Assist may, at its absolute discretion, suspend access to the Services during any period in which payment of all or any part of the Service Fee is overdue, or in the event you are otherwise in breach of these Service Terms. You will not be entitled to any refund of the Service Fee attributable to the period during which access was suspended for such breach.
- Audit;Audit Procedure. Moe Assist or its nominee (including its accountants and auditors) may in Moe Assist’s sole discretion and on twenty-four hours’ prior written notice, inspect and audit your use of the Services under these Service Terms at any time during your use of the Services and for two (2) years following the termination or earlier expiration of your use of the Services. You shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of Moe Assist with respect to such audit. If the audit determines that your use of the Services exceeded the usage permitted by these Service Terms, you shall pay to Moe Assist all amounts due for such excess use of the Services, plus interest on such amounts, as calculated pursuant to Section 2(d) above and shall pay all costs incurred by Moe Assist in conducting the audit.
3. USE RESTRICTIONS
You shall not, and shall not permit any other person to, access or use the Services or Moe Assist Content (as defined below) except as expressly permitted herein. Any use of the Services not expressly authorized herein is strictly prohibited. You agree to maintain a reasonable system of controls that will protect the integrity of the Services and prevent unauthorized usage. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as these Service Terms expressly permits: (i) copy, modify, or create derivative works or improvements of the Services or Moe Assist Content; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Moe Assist Content to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Moe Assist Content, in whole or in part; (iv) bypass or breach any security device or protection used by the Services or Moe Assist Content or access or use the Services or Moe Assist Content other than by through the use of your then-valid Access Credentials; (v) access or use the Services or Moe Assist Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Moe Assist customer), or that violates any applicable law; or (vi) otherwise access or use the Services or Moe Assist Content beyond the scope of the authorization granted under this Section 3. For the avoidance of doubt, any act or omission of your agents with respect to the Services will be an act or omission of you, irrespective of whether the act or omission was authorized by you.
4. YOUR OBLIGATIONS; YOUR RESPONSIBILITY; SECURITY
- Your Obligations.You shall at all times during the Term: (i) set up, maintain, and operate in good repair and in accordance with the specifications all your systems on or through which the Services are accessed or used; (ii) provide Moe Assist personnel with such access to your systems as may be necessary for Moe Assist to perform the Services; and (iii) provide all cooperation and assistance as Moe Assist may reasonably request to enable Moe Assist to exercise its rights and perform its obligations under and in connection with these Service Terms. Moe Assist is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Service Terms.
- Your Control and Responsibility.Your have and will retain sole responsibility for: (i) all Your Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of you in connection with the Services; (iii) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services; (iv) the security and use of your Access Credentials; and (v) all access to and use of the Services and Moe Assist Content directly or indirectly by or through the your systems or your Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- Access and Security.You shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Your Data, including the uploading or other provision of Your Data for processing by the Services.
5. TERM AND TERMINATION
- Term. Upon acceptance by Moe Assist, this agreement shall be deemed to have commenced and will continue until terminated as set forth below.
- Termination; Cancellation.Moe Assist may terminate this agreement immediately by giving you written notice of if you commit a breach of any of your obligations under these Service Terms which is not remedied within thirty (30) days after receipt of a written notice thereof. You may cancel your Services at any time, subject to these Service Terms. In order to cancel your Services, you must contact us at email@example.com and following the instructions given. There are no cancellation fees. Cancellations must be effected prior to end of the then-current monthly service period, such period determined as commencing on the first date the Services are received by you and continuing for thirty (30) days thereafter (for example, if you commence Services on October 15th, to cancel prior to the next billing cycle you must do so by November 14th).
- Effect of Termination. Your entitlement to use the Services will immediately cease upon termination or cancellation of this agreement or the Services. Termination will not affect any rights, obligations or liabilities of Moe Assist which accrued before termination or which are intended to continue to have effect beyond termination. Without limiting the generality of the foregoing, all your unsatisfied payment obligations and Sections 2, 3, 4, 5.4, 6(a), 6(c), 8(a), 8(c) and 9 through 11 will survive termination of the Services or this agreement.
WARRANTIES; DISCLAIMERS; LIMITATIONS
- Your Warranty. You represent and warrant that: (i) you have the necessary power and authority to enter into, and perform your obligations hereunder; (ii) you will cooperate and assist Moe Assist with the integration of the Services to enable Moe Assist to perform its obligations under this Agreement; (iii) you will use the Services in strict compliance with all applicable federal, state and local laws, rules and regulations, and the terms and conditions of this Agreement; and (iv) you will not submit or input any of Your Data that infringes the intellectual property right of any third party, or contains anything that is obscene, defamatory, harassing, offensive, malicious, or otherwise violates any applicable law or other right of any third party. You agree to defend, indemnify, and hold Moe Assist harmless, from any and all claims, demands, or other liability to third parties which result from your breach of this Section 6(a).
- Moe Assist Warranty. Moe Assist represents and warrants that it will provide the Services in accordance with the terms hereunder; provided, however, Moe Assist will not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the Services caused by or resulting from any act or omission beyond the control of Moe Assist, whether or not foreseeable or identified, including, but not limited to, any acts or omissions caused by Moe Assist’s social network partners (e.g., Twitter, Facebook, LinkedIn). You accept that the Services may also be temporarily unavailable or impaired due to scheduled maintenance or unscheduled emergency maintenance. Moe Assist makes no representations or warranties that the Services comply with the laws of any country outside the United States. If you receive or use the Services, or any portion thereof, from outside the United States, you do so at your own risk and are responsible for ensuring compliance with applicable laws. THE EXPRESS WARRANTIES IN THIS SECTION ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TRADE USAGE, COURSE OF DEALING OR NONINFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SITE, SERVICES, AND ANYTHING ELSE PROVIDED BY MOE ASSIST OR YOU HEREUNDER ARE PROVIDED “AS IS.”
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO ACCESS ANY PART OF THE INTERNET OR YOUR RELIANCE ON OR USE OF THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE OTHER THAN IN CONNECTION WITH A CLAIM FOR WHICH THE OTHER PARTY HAS AGREED TO INDEMNIFY THE FIRST PARTY. EXCEPT AS MAY BE SPECIFIED ELSEWHERE HEREIN, THE REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES UNDER THIS AGREEMENT. MOE ASSIST’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE THE SUM OF THE SERVICE FEES PAID BY YOU HEREUNDER FOR THE THREE (3) MONTHS PRIOR TO THE CLAIM. THE REMEDIES SPECIFICALLY PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS SECTION SET FORTH EACH PARTY'S EXCLUSIVE REMEDIES AND ALLOCATE BETWEEN MOE ASSIST AND YOU THE RISKS UNDER THIS AGREEMENT, SOME OF WHICH MAY BE UNKNOWN OR UNDETERMINABLE. SUCH LIMITATIONS WERE A MATERIAL INDUCEMENT FOR MOE ASSIST AND YOU TO ENTER INTO THIS AGREEMENT, AND THE PARTIES HAVE RELIED UPON SUCH LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT, AND THE PARTIES INTEND THEM TO BE ENFORCEABLE WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR, EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES AND EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
- Indemnification by Moe Assist. Moe Assist shall defend, indemnify and hold you harmless against any claim (including reasonable attorneys’ fees) incurred as a result of claims, suits or proceedings (“Claims”) brought against you by a third party contending that your use of the Services infringes any third party’s intellectual property rights. Moe Assist shall have no liability for any Claim or demand arising from (i) an allegation or demand for indemnity that does not state with specificity that the Services are the basis of the Claims, (ii) the use or combination or the Services or any part thereof with software, hardware, or other materials not developed by Moe Assist if the Services or use thereof would not infringe without such combination, (iii) modification of the Services by a party other than Moe Assist, if the use of the unmodified Services would not constitute infringement, or (iv) an allegation made against you prior to entering into this Agreement, or relating to any patent that you were aware of prior to execution of this Agreement. You represent that you have brought to Moe Assist’s attention any such prior or existing or known patent or other intellectual property Claims, demands or allegations, in writing, prior to the execution of this Agreement. The foregoing Section 8(a) states Moe Assist’s entire liability and your exclusive remedy for intellectual property rights infringement
- Indemnification by You.You shall indemnify, defend and hold Moe Assist, its affiliates, employees, officers, directors and shareholders harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with Claims (i) made or brought against Moe Assist by any affiliate or you, including an employee or a third party alleging that Your Data infringes the intellectual property rights of, or has otherwise harmed, such party, (ii) based upon your use of the Services not in accordance with the terms hereof, (iii) based on your breach of any of your representations, warranties, covenants, or obligations under this Agreement or (iv) based on any breach of the failure or alleged failure of you to comply with any applicable law, rule or regulation in connection with Your Data, including without limitation, all federal, state, local and foreign laws and regulations.
- Indemnification Process.The indemnified party shall promptly notify the indemnifying party in writing of any such claim; provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying party shall bear full responsibility for, and shall have the right to solely control the defense (including any settlements) of any such claim; provided, however, that (i) the indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement, and (ii) the indemnifying party shall not have any right, without the indemnified party’s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding, contains a stipulation to, or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the indemnified Party, or requires any specific performance by the indemnified party, including, but not limited to, the payment of unindemnified amounts on the part of the indemnified party.
- Confidentiality Obligation.During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). “Confidential Information” means all written, oral or electronic information (i) designated as confidential at the time of disclosure or (ii) which, by its nature, would be reasonably expected to be treated as confidential, and is provided or made accessible by the disclosing Party (“Disclosing Party”) to the receiving Party (“Receiving Party”) in connection with this Agreement, including, without limitation, information consisting of or relating to the Disclosing Party’s financial information, trade secrets, processes, formulas, data, algorithms, source code, object code, know-how, improvements, inventions, techniques, mailing lists, marketing plans and strategies and information concerning any agreements (written or oral) or contract negotiations, distributors, customers or vendors, any personally identifiable information, as well as any of the foregoing that may be incorporated in notes or other documents created by either Party as a result of such disclosure. The Receiving Party shall treat the Disclosing Party's Confidential Information confidentially, and with at least the same degree of care it uses to prevent the disclosure of the Receiving Party’s own Confidential Information, but in no event less than reasonable care. In addition, the Receiving Party shall use the Confidential Information solely in the performance of its obligations under this Agreement and will not disclose it, except to its, and its affiliates’, authorized employees, officers, directors, consultants, agents, independent contractors, subcontractors and legal/financial advisors (collectively, “Representatives”) provided that the disclosure is on a need-to-know basis and the Receiving Party contractually obligates its Representatives to a duty of confidentiality no less restrictive than the duty imposed by this Section 8. The Receiving Party shall remain jointly and severally liable for any breach of confidentiality by its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of its Confidential Information. Upon termination of this Agreement, the Receiving Party shall return all tangible copies of any Confidential Information received from the Disclosing Party or destroy such Confidential Information upon request of the Disclosing Party.
- Exclusions. Confidential Information will not include information that the Receiving Party can prove: (i) was generally available to the public at the time it was disclosed, (ii) was known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party, (iii) is disclosed with the Disclosing Party’s prior written approval, (iv) was independently obtained or developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party who does not owe a duty of confidentiality to the Disclosing Party. The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the Receiving Party. If the Receiving Party is compelled by applicable law or court order to disclose any Confidential Information, then, to the extent permissible, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement and provide reasonable assistance so that the Disclosing Party may seek a protective order or other remedy to limit such disclosure.
- Remedies. Each Party acknowledges and agrees that any breach by either party of this Section may cause irreparable injury to the non-breaching party, and each party therefore consents and agrees that in addition to any other legal remedies available to the non-breaching party, the non-breaching party shall have the right to seek injunctive relief.
INTELLECTUAL PROPERTY; OWNERSHIP
- Moe Assist Content. All right, title, and interest in and to the Moe Assist Content (as defined below), including all any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) therein, are and will remain with Moe Assist. You have no right, license, or authorization with respect to any of the Moe Assist Content except as expressly set forth in Section 1, subject to Section 3. All other rights in and to the Moe Assist Content are expressly reserved by Moe Assist. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Moe Assist an assignment of all right, title, and interest in and to any and all data, including Your Data, and information related to your use of the Services that is used by Moe Assist in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, including all Intellectual Property Rights relating thereto (the “Resultant Data”). “Moe Assist Content” shall mean the Services, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Moe Assist or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Moe Assist systems. For the avoidance of doubt, Moe Assist Content includes Resultant Data, but does not include Your Data.
- Your Data.As between you and Moe Assist, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Your Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10(a). You hereby irrevocably grant all such rights and permissions in or relating to Your Data as are necessary or useful to Moe Assist, its subcontractors, and any of its personnel to enforce this agreement and exercise Moe Assist’s rights and perform its obligations hereunder.
- Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing contained in this agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Public Announcements.Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this agreement or, unless expressly permitted under this agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that Moe Assist may, without your consent, include your name and other indicia in its lists of Moe Assist’s current or former customers of Moe Assist in promotional and marketing materials.
- Notices. All notices and other communications given shall be in a written letter and shall be deemed to have been duly given (i) three (3) business days after the date when deposited in the United States mail, if sent by certified mail, return receipt requested, postage prepaid, and addressed to the intended party, or (ii) one (1) business day after the date when deposited with a reputable overnight courier if sent by overnight delivery and addressed to the intended party as follows: (i) with respect to you, to the address set forth in your Moe Assist account; or (ii) with respect to Moe Assist, to: firstname.lastname@example.org.
- Headings. The headings in this agreement are for reference only and do not affect the interpretation of this agreement.
- Entire Agreement. The agreement and any accompanying, exhibits and schedules hereto collectively constitute the entire agreement of the Parties with regard to the subject matters therein. The agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of the agreement. The agreement cannot be varied, amended, changed, waived, or discharged except by a writing signed by all parties. In the event that any provision or term of the agreement should be held to be void, voidable or unenforceable, the remaining portions of the agreement shall not be affected thereby and shall remain in full force and effect without being impaired or invalidated in any way.
- Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Moe Assist’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving you (regardless of whether you are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Moe Assist’s prior written consent is required. No assignment, delegation, or transfer will relieve you of any of your obligations or performance hereunder. Any purported assignment, delegation, or transfer in violation of this Section 11(f) is void. This agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
- Force Majeure. Notwithstanding any other provision herein, neither party shall be held responsible for any loss, damage or delay suffered by the other party owing to any cause that is beyond the reasonable control of the defaulting party and cannot be attributed to negligence or willful nonperformance of its obligation. Such causes include, but are not limited to, wars, embargoes, riots, civil disturbances, acts of terrorism, fires, storms, floods, typhoons, earthquakes and other natural calamities, strikes and labor disputes, government acts and restrictions, failure of the public Internet (including internet service providers and internet accelerators) and other causes that cannot be overcome or prevented by due diligence (each a “Force Majeure Event”). Either party wishing to invoke this Section 11(g) shall give notice to the other party stating the relevant cause. The defaulting party shall promptly resume performance of its obligations the moment such cause or causes cease to operate; provided, however, that if the condition continues for a period of more than sixty (60) days, the party not claiming force majeure under this Section 11(g) shall have the right to terminate the agreement.
- No Third-Party Beneficiaries. This agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Amendment and Modification; Waiver. Moe Assist may change these Service Terms from time to time and the amended terms will be posted to the Site. Moe Assist reserves the right to update, change, amend or modify these Service Terms at any time and from time to time without prior notice. When we post changes to these Service Terms, we will revise the “Last Updated” date at the top of these Service Terms. Your continued use of the Services or Site after any changes or revisions to these Service Terms become effective and shall indicate your agreement with the terms of such revised and then-current Service Terms. No waiver by Moe Assist of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Moe Assist. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any term or provision of these Service Terms or this agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law;Submission to Jurisdiction. This agreement, your use of the Services, and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts performed entirely therein. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration in New York, New York before a single neutral arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered in any court having competent jurisdiction thereof. Notwithstanding the foregoing, either party may seek equitable or other provisional relief from a court of competent jurisdiction, in connection therewith each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts located in New York, New York. The prevailing party shall be entitled to collect its reasonable costs, expenses, and interest (including reasonable attorneys’ fees, arbitration fees, and other such costs). EACH PARTY UNDERSTANDS THAT BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH YOU AND MOE ASSIST GIVE UP THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.