Date of Last Revision: September 06, 2016
YOU MAY NOT USE THE SERVICE IF YOU ARE A COMPETITOR TO MOOGILU.
1. Description of the Service.
The “Service” includes (a) the Site, (b) Moogilus’ customer relationship management services and related technologies, and (c) any software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing, and any new features added to or augmenting the Service, and all enhancements, modifications, and derivative works thereof.
2. Access; Restrictions
Subject to your compliance with all the terms and conditions of this TOS, including any payment obligations, you may access and use the Service only for its intended purpose during the term of your subscription for the Service.
You agree not to access the Service by any means other than through the interface that is provided by Moogilu for use in accessing the Service. You may not share individual login credentials for the Service, and you will ensure that each user has separate login credentials. You must provide true, accurate, and correct information at the time of registration and account creation, and thereafter. You may not misrepresent your affiliation with a person or entity.
You will not display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit (other than internal business use for its intended purpose) or make the Service available to any third party. You will comply with this TOS, and any codes of conduct, policies or other notices Moogilu provides you or publishes in connection with the Service.
You will only access and use the Service for lawful purposes, and in no event in connection with competitive research or for scoping, benchmarking, developing, or providing any similar or competitive product or service. In addition, you may not exceed the scope of your authorized use of the Service.
You may not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
You will not harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
You may not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Except with respect to any “free trial” of the Service, you will be required to select a payment plan and provide Moogilu information regarding your credit card or other payment instruments accepted by Moogilu. You represent and warrant to Moogilu that such information is, and will be maintained as, true, complete, accurate, and up to date, and that you are authorized to use such payment instrument. You agree to pay and hereby authorize Moogilu to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account in accordance with this TOS. All charges are final, non-cancelable, and nonrefundable, provided that if Moogilu terminates your account on the Service without cause, you will be entitled to a pro-rated refund of prepaid amounts. All fees may be changed by Moogilu at any time and such increased fee amount will be notified to you and applicable in the following billing cycle (or such other future time notified to you by Moogilu). Moogilu may charge fees for features of the Service that were previously free. Unpaid trial use of the Service is subject to limitations, as may be described in our documentation or otherwise on our Site.
4. Proprietary Rights
Subject to the limited rights expressly granted herein, Moogilu reserves all rights, title, and interest in and to the Site and Service, including all related intellectual property rights. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Service. No license or right to use any trademark or service mark of Moogilu or any third party is granted to you in connection with the Service.
All comments, feedback, information, ideas, or materials that you submit through or in association with the Site or the Service shall be considered non-confidential. By submitting such comments, feedback, information, ideas, or materials to Moogilu: (i) you represent and warrant that Moogilus’’ use of your submission does not and will not breach any agreement, violate any law, or infringe any third party’s rights; (ii) you represent and warrant that you have all rights to enter into this TOS; (iii) you understand and agree that Moogilu is free to use in any manner all or part of the content of any such communications on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (iv) you grant Moogilu all necessary rights, including a waiver of all privacy and moral rights, to use all comments, feedback, information, or materials, in whole or in part, or as a derivative work, without any duty by Moogilu to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of any comments, feedback, information, ideas, or materials.
5. Your Content
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, publish, provide or otherwise link, transmit or store in connection with or relating to the Service (“Your Content”). While You retain ownership of Your Content, by posting Your Content on or through the Service, You hereby do and will grant Moogilu a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with your use of the Service.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; (c) transmission to Moogilu’ third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service and (d) transmission to certain Third-Party Services (as defined in below). Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Moogilu will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
For purposes of this TOS, “Confidential Information” shall include the terms of this TOS, Your Content, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; or (5) is aggregate data regarding use of the Service that does not contain any personally identifiable or Customer-specific information.
Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this TOS or as directed by you; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section 6 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.
7. Account Security; Monitoring
You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. You will promptly notify Moogilu if you learn of a security breach related to the Service, including the compromise or loss of any of your login credentials.
Moogilu reserves the right to access your account in order to respond to your requests for technical support or to ensure proper functioning of the Service. For the avoidance of doubt, Moogilu has the right, but not the obligation, to monitor the Service, Content, or Your Content. Moogilu will do so if required by law or in the good faith belief that such action is protect Moogilu, the Service, or other users of the Service.
Moogilu will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content, as described in the documentation for the Service.
You agree to comply with all applicable rules and regulations, and local, state, national or international laws in connection with your access and use of the Service.
You are responsible for ensuring that your use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards requirements and will ensure that you do not store credit card and social security data in the Service. In addition, you specifically acknowledge and agree that: (i) Moogilu is not acting on your behalf as a Business Associate or subcontractor (as such terms are used, defined, or described in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”)); (ii) the Service is not HIPAA-compliant; and (iii) you may not use the Service in any manner that would require Moogilu or the Service to be HIPAA-compliant.
You acknowledge and agree that the Service and the transmission of data may be subject to United States export controls. You agree to comply with all applicable export U.S. and foreign laws.
9. Third-Party Services
The Service enables linking between various online third-party services such as third party email, cloud storage, social, and similar services (“Third-Party Services”). To take advantage of these feature and capabilities, you may be required to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers. By linking your account on the Service to your account on a Third Party Service, you are authorizing Moogilu as your agent to access your Third Party Service account (and any information, content, materials, and features included therein) and use such Third Party Service (with read and write privileges) on your behalf for the purpose of integrating your experience on the Service with such Third Party Service. Your use of the Third Party Services is governed solely by the agreement between you and the provider of such Third Party Service, and the Third Party Services provider is solely responsible for such Third Party Service.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet (including without limitation Third-Party Services). Moogilu has no control over such sites and resources and Moogilu is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Moogilu will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Moogilu is not liable for any loss or claim that you may have against any such third party.
10. Representations and Warranties; Disclaimer
You represent and warrant to Moogilu that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Moogilu to perform its obligations and exercise its rights) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Moogilu’ exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you are eighteen (18) years of age or older, and (v) you have provided true, accurate, and correct information to Moogilu in connection with your account creation and use of the Service.
THE SERVICE, INCLUDING THE SITE AND PROSPERWORK’S CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Moogilu EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Moogilu DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, OR WILL WORK WITH OR NOT INTERRUPT OR DAMAGE YOUR THIRD PARTY SERVICE OR YOUR CONTENT (INCLUDING ANY CONTENT YOU MAY STORE ON YOUR THIRD PARTY SERVICE), AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Moogilu OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
12. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL Moogilu BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTIONS APPLY, Moogilu’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification and Release
You will defend, indemnify, and hold harmless Moogilu from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Moogilu will provide notice to you of any such claim, suit or demand. Moogilu reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Moogilu’ defense of such matter. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Assignment. You may not assign this TOS without the prior written consent of Moogilu, but Moogilu may assign or transfer this TOS, in whole or in part, without restriction.
Governing Law. This TOS will be governed by the laws of the United States and the State of California without regard to the principles of conflicts of law (except with respect to federal preemption principles). Unless otherwise elected by Moogilu in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within San Francisco County, California for the purpose of resolving any dispute relating to your access to or use of the Service not subject to arbitration, as set forth above. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this TOS must be filed within six (6) months after such claim or cause of action arose or be forever barred.
Entire Agreement. The failure of Moogilu to exercise or enforce any right or provision of this TOS will not be a waiver of that right. You acknowledge that this TOS is a contract between you and Moogilu, even though it is electronic and is not physically signed by you and Moogilu, and it governs your use of the Service and takes the place of any prior agreements between you and Moogilu. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS remain in full force and effect.
Marketing. Moogilu reserves the right to use your name and/or company name, logo, and trademarks and to identify you as a Moogilu user or customer, and for other similar marketing or promotional purposes on Moogilu’ website and in other communications and collateral materials provided to with existing or potential Moogilu customers, partners, and investors. To decline Moogilu this right you need to email support@Moogilu.com stating that you do not wish to be used as a reference.
Modifications. Moogilu may change this TOS from time to time. If we do this, we will indicate at the top of this page the date these terms were last revised and if applicable, we will post the material changes to this TOS on this page. We will also use commercially reasonable efforts to notify you, either through the Service user interface, in an email notification to the email provided by you in connection with the Service, or through other reasonable means. Any such changes will become effective upon the earlier of (a) your use of the Site and/or Service with actual knowledge of the change, or (b) fifteen (15) days after they are posted. Your continued use of the Service after the date any such changes become effective