Moogsoft Website Terms of Use
As of February 2023
1. Acceptance of the Terms and Conditions.
1.1 Moogsoft Inc., together with its affiliates (herein referred to as the “Moogsoft,” “we,” “us” or “our”), provides access to and use of this website, including access and use through any other website or platforms or mobile applications (collectively, the “Site”), strictly subject to and governed by these terms, conditions and notices (these “Terms”). By accessing and using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you are not permitted to access or use the Site and you should discontinue all access and use immediately.
1.2 We may change these Terms or add new terms that apply to access and use of this Site at any time without prior notice. Be sure to return to this page periodically to review the most current version of these Terms. The revised Terms will become effective at the time of posting. Any use of the Site after such date shall constitute your acceptance of such revised Terms. If you do not agree with the revised Terms, you are not permitted to access or use the Site and you should discontinue all access and use immediately.
1.3 Your access to and use of the Site is also subject to the Moogsoft Privacy Policy, the terms and conditions of which are hereby incorporated herein by reference.
2. Use of the Site.
2.1 This Site contains materials, information and other content, including, but not limited to, software, text, graphics and images (collectively referred to as the “Content”). Content may be owned by Moogsoft or made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws, and any unauthorized use is strictly prohibited. You have no rights in or to the Content, and you agree to not copy, display or use the Content, except as permitted under these Terms. No other use is permitted without our prior written approval from authorized Moogsoft personnel. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, or sublicense the Content, or reproduce, display, publicly perform, modify or make derivative works from, distribute, or otherwise use the Content for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment without express written approval from Moogsoft is expressly prohibited. If you violate any part of these Terms, your right to access and use the Content and Site is automatically terminated and you agree to immediately notify Moogsoft and upon request destroy any copies of the Content in your possession.
2.2 To the extent users or visitors can upload Content, Moogsoft will not pre-screen or review such Content, but Moogsoft reserves the right to refuse or delete any such Content. In addition, Moogsoft shall have the right (but not the obligation), in its sole discretion, to refuse or delete any Content that it considers inappropriate, in violation of these Terms or otherwise illegal. Moogsoft does not guarantee the accuracy, integrity or quality of any Content, and all Content is provided “as-is” unless expressly indicated otherwise. Moogsoft will not be held liable in any way for any Content, including liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content made available on or through the Site, except to the extent specific Content may be subject to additional terms governing certain authorized uses.
2.3 Your rights to access and use any Moogsoft products or services made available through the Site will be subject to separate terms and conditions applicable to each such product or service, which will be either identified on the Site or documented in a mutually agreed signed writing.
2.4 To the extent users are required by Moogsoft to provide information in order to register and gain access to certain Content or functionality on the Site (“Registration Data”), each user must: (a) provide true, accurate, current and complete Registration Data and (b) maintain and promptly update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, we may suspend or terminate that user’s account and prohibit any and all current or future use of the Site (or any portion thereof) by that user other than as expressly provided herein. Users may receive a password and account designation upon completing the registration process, and each such user is responsible for maintaining the confidentiality thereof and liable for all activities occurring under its credentials. Moogsoft will not be liable for any loss or damage arising from a user’s failure to comply with this Section, including any loss or damage arising from any user’s failure to (a) immediately notify Moogsoft of any unauthorized use of such user’s account or credentials, or any other breach of security, and (b) ensure that such user sign out of the account at the end of each session. Moogsoft handles user Registration Data in accordance with Moogsoft’s Privacy Policy.
2.5 The trademarks, service marks, and logos of Moogsoft (the “Moogsoft Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Moogsoft. Other Moogsoft product and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Moogsoft Trademarks, the “Trademarks”). Nothing on this Site or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Moogsoft specifically granted for each such use. The Trademarks may not be used in any manner that may damage goodwill in the Trademarks or Moogsoft’s other valid business interests (using commercially reasonable judgment). Use of any Trademarks as part of a link to or from any Site is prohibited without Moogsoft’s prior written consent. All goodwill generated from the use of any Moogsoft Trademark shall inure to Moogsoft’s benefit.
2.6 You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software, source code or other underlying intellectual property embedded in, comprising or making up the Site; (d) delete or alter any Content, information or other materials posted on the Site by Moogsoft or any other person or entity, without prior written permission from Moogsoft; or (e) frame or link to any of the Content, information or other materials available on the Site.
2.7 The Site contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations, warranties or other assurances regarding any of the content, information or other materials on such External Sites. You should take precautions when downloading files from all External Sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.9 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Site infringe your copyright, you (or your agent) may send us a takedown notice requesting that the material be removed, or access to it blocked. Takedown notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see https://www.copyright.gov/dmca for details). Takedown notices and counter-notices with respect to the Site should be sent to Moogsoft at:
By Mail:
Moogsoft Inc.
Attn: Legal Department
1160 Battery Street East, 1st Floor
San Francisco, CA 94111
With copy by email to: legal@moogsoft.com
3. Limitation of Liability and Disclaimer of Warranties.
EXCEPT AS OTHERWISE PROVIDED UNDER A WRITTEN AGREEMENT EXECUTED BETWEEN THE PARTIES RELEVANT HERETO:
3.1 MOOGSOFT, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “MOOGSOFT PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND ABOUT THE CONTENT OR THE SITE, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. THE MOOGSOFT PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. THE MOOGSOFT PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OR THE SITE OR ANY OTHER INFORMATION CONVEYED TO THE USER IN CONNECTION THEREWITH, OR FOR MISTAKES, ERRORS OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF DATA OR INFORMATION. THE SITE AND THE CONTENT IS PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS, AND YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.
THE MOOGSOFT PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVER OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MOOGSOFT PARTIES SHALL BE RESPONSIBLE FOR THOSE COSTS OR OTHER LOSSES.
3.2 IN NO EVENT SHALL ANY MOOGSOFT PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM OR IN CONNECTION WITH USE, OR UNAVAILABILITY, OF THE SITE OR THE CONTENT, INCLUDING LOST DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, PRINCIPLES OF EQUITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MOOGSOFT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF ANY OTHER MOOGSOFT PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
3.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE MOOGSOFT PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4. Indemnification.
You agree to defend, indemnify, and hold harmless the Moogsoft Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the Content or Site. Moogsoft shall provide notice to you of any such claim, suit, or proceeding. Moogsoft 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 Moogsoft’s defense of such matter.
5. Termination of the Agreement.
5.1 Moogsoft reserves the right, in its sole discretion, to restrict, suspend, or terminate any rights granted under these Terms and your access to all or any part of the Site or the Content, at any time and for any reason without prior notice or liability. Moogsoft reserves the right to change, suspend or discontinue all or any part of the Site or the Content, or update these Terms, at any time without prior notice or liability.
5.2 Sections 2 (Use of the Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination), and 8 (Miscellaneous) shall survive the termination.
6. User Must Comply with Applicable Laws.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
7. U.S. Government Restricted Rights.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
8. Miscellaneous.
These Terms and use of the Site are governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of San Francisco in the State of California in the event of a dispute. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure of Moogsoft to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against Moogsoft unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Moogsoft and you, these Terms constitute the entire agreement between you and Moogsoft with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors and assigns. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. Moogsoft is not responsible for protecting or ensuring the privacy of information sent via electronic mail or other methods of unsecured transfer through the Internet or any other network that you may use.