Moxie Mentoring, LLC, together with any of its wholly owned subsidiaries, if any (collectively "MOXIE") has created, owns, and operates on or more websites, (each individually referred to hereunder as an “MOXIE Website” and collectively “MOXIE Websites”). The MOXIE Websites allow you ("You" or "Your") (each, a "User" and collectively, "Users") to engage in a variety of activities, such as find information, purchase and/or research MOXIE and related content, software and services, obtain support for MOXIE services, share information with MOXIE and third parties, post comments, blog, provide reviews, vote on prospective features, and engage in conversations and activities related to MOXIE’s products and services. The Websites also include information created and published by MOXIE (“MOXIE Materials”) and third parties (“User Content”), such as text, images, photographs, graphics, audio and video, data, code, and software (collectively, the MOXIE Materials and User Content are referred to as “Content”).
2. ACCEPTANCE OF TERMS
MOXIE may modify the TOU to reflect changes in MOXIE’s business, applicable law, or for other reasons deemed necessary by MOXIE. If the terms of the TOU change, MOXIE will provide notice, which may include, but is not limited to notice provided through the Websites or an MOXIE user account. Except where prohibited by law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will, however, not apply retroactively. If You do not agree to changes made to the TOU, You must discontinue your use of the affected MOXIE Website, MOXIE Materials, or User Content.
3. USER CONTENT/LICENSE TO MOXIE
MOXIE does not claim ownership of User Content that you post, upload, input or submit to any MOXIE Website. By posting, transmitting or uploading any of Your User Content, including any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog on any MOXIE Website, You grant to MOXIE a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, world-wide, fully-paid up and royalty free license to use such User Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license includes, without limitation, the irrevocable (subject to mandatory data protection requirements) right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide the User Content to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute any User Content or product; and to practice any method, embodying such User Content (including the right to sublicense any of the foregoing).
You represent and warrant to MOXIE that You have the right, title, and/or authority to grant such license to MOXIE. MOXIE may elect not to post or publish User Content that You submit. If MOXIE elects to post or publish Your User Content, MOXIE may in its sole discretion withdraw the posted or published User Content for any reason and without notice even if MOXIE has previously indicated to You that MOXIE might or will post the User Content You have submitted.
Unless we have entered into a separate agreement with you covering services that involve terms that require us to maintain confidentiality of your information or an express undertaking to act in a fiduciary capacity for you, You acknowledge and agree that the relationship between You and MOXIE does not involve a confidential, fiduciary, or other special relationship. MOXIE shall have the right, but not the obligation, to use Your name, likeness, biography and other information about You that You have provided in connection with any use of the User Content You submit, and MOXIE may continue to use this information after any termination of your account or Your access to the Websites for the purpose of identifying the source of User Content that you previously submitted. Nothing in this TOU shall prohibit or restrict MOXIE’s right to create or obtain User Content or submissions similar to or competitive with the User Content that You have submitted.
4. PERMISSIBLE USE OF MOXIE WEBSITES AND CONTENT
The MOXIE Websites, the MOXIE Materials, and the User Content are for your non-commercial use, that is, your use must not be intended to be directed towards a third party commercial relationship for monetary compensation. In other words You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell the MOXIE Websites, MOXIE Materials, or User Content to any third party. You may, however, download, store, and display on your computer or other electronic device, solely to view, listen to, play and print MOXIE Materials and User Content; provided that: (a) the MOXIE Materials and User Content may only be used for its intended informational and training purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner or media outside or your organization; and (b) the MOXIE Materials and User Content may not be modified or altered in any way, including any copyright notices.
You may not use the MOXIE Websites in any manner that could damage, disable, overburden, or impair any MOXIE server, or the network(s) connected to any MOXIE server, or interfere with any other party's use and enjoyment of any MOXIE Website. You may not attempt to gain unauthorized access to any MOXIE Website, other accounts, computer systems or networks connected to any MOXIE server, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MOXIE Websites.
You agree not to use an MOXIE Website to:
publish, upload, post, email, transmit or otherwise make available any User Content that (a) You do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property; defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity or business integrity; impersonate any person or entity, including, but not limited to, an MOXIE official, MOXIE employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
forge email headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the MOXIE Websites; download any file or User Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner; interfere with or disrupt the servers, or networks which support the MOXIE Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the MOXIE Websites; violate any applicable local, state, national or international law and any regulations; harvest, collect, or store personal information or data of other users.
5. TERMINATION OF USE
MOXIE may, in its sole discretion, at any time discontinue providing or limit access to the MOXIE Websites, any areas of the MOXIE Websites, or any MOXIE Materials or User Content provided on or through the MOXIE Websites. You agree that MOXIE may, in its sole discretion, at any time, terminate or limit your access to, or use of, any or all of the MOXIE Websites or any MOXIE Material or User Content. In the event You are in material breach of the TOU, MOXIE may, at its sole discretion, suspend or terminate Your account, delete Your Content from the MOXIE Website, and refuse You any current or future use of an MOXIE Website without notice. MOXIE shall not be liable to You or any third party for any such suspension or termination. If You wish to terminate your account, you may do so by submitting your request via email to email@example.com. Please note that in the event that you elect to terminate your account, MOXIE has the right and may elect to continue to post and publish on the Websites personally identifying information associated with User Content that You have posted.
6. MOXIE CONTACT
MOXIE is not obligated to evaluate or provide any comments to you regarding User Content that you submit. At MOXIE’s sole discretion, MOXIE may contact you with critiques, updates, feedback, status or questions regarding your submission. In no event will any such contact or communication from MOXIE obligate MOXIE to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.
7. CONFIDENTIAL INFORMATION
Except for MOXIE Websites which are clearly identified as non-public forums (each a "Non-Public Forum"), MOXIE Websites may include areas that are intended to be public forums, and You agree not to provide MOXIE or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for User Content clearly labeled as confidential that You upload into a Non-Public Forum, any User Content that You send or upload to an MOXIE Website will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such User Content.
You agree not to reproduce any Confidential Information to which you are provided access through an MOXIE Website in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of MOXIE or the third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of MOXIE or the third party that has prepared such information. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the MOXIE Software or MOXIE Websites, or compete with MOXIE Software or MOXIE Websites in whole or in part. As used herein, ‘Confidential Information’ shall mean all trade secrets, intellectual property rights, and other information MOXIE or third parties protect against unrestricted disclosure to others which is (i) either labeled Confidential and accessed through a restricted or non-public area of an MOXIE Website or pursuant to software downloads, or (ii) reasonably identifiable as confidential based on the type of information and the manner of its disclosure. As used herein ‘reasonable steps’ means those steps You and/or Your Company take to protect Your own Confidential Information, which shall not be less than the industry standard of care.
ALL USER CONTENT POSTED BY YOU TO AN MOXIE WEBSITE, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK, AND MOXIE TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF AN MOXIE WEBSITE.
8. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION
Some of the MOXIE Websites require that You become a registered user or subscriber. Before you can use these Websites, You have to register with MOXIE and provide MOXIE with certain information, which may include personally identifiable information, such as your name and your email address (“Personal Data”). By providing MOXIE with Personal Data, You expressly agree that MOXIE may collect, use, store and otherwise process Your Personal Data for the purpose of providing you with access to the Websites and related activities and communications in which you agree to participate. You are responsible for and agree to provide MOXIE with complete, true, and current information, including Personal Data, and to keep Your Personal Data accurate and up to date. You can always correct or update Your Personal Data. Furthermore, You may request information about Your Personal Data stored with MOXIE, or the correction (in case the relevant Website is not allowing You to correct or update your information), or deletion of Your Personal Data by contacting firstname.lastname@example.org. Please note that if You request the deletion of your account or Personal Data, You might not be able to further access and use the MOXIE Websites and your User Content. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that MOXIE collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the MOXIE Websites subject to MOXIE’s Privacy Statement.
YOU AGREE TO COMPLY WITH THE TERMS OF THE MOXIE PRIVACY STATEMENT, WHICH CAN BE FOUND BY CLICKING ON THE ‘PRIVACY’ LINK AT THE BOTTOM OF EACH WEB PAGE ON MOXIE WEBSITES.
9. INTELLECTUAL PROPERTY RIGHTS
As used herein, ‘Intellectual Property Rights’ means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
All Intellectual Proprietary Rights to any MOXIE Software, the MOXIE Websites, MOXIE Materials, and User Content belongs to MOXIE or the individual or entity that submitted it. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any MOXIE Software, the MOXIE Websites, any MOXIE Materials, or any User Content for any reason, unless otherwise expressly permitted by the TOU or by law. You hereby agree to assign and do assign to MOXIE (and MOXIE accepts such assignment) any modifications or derivative works of any MOXIE Software, the MOXIE Websites, and MOXIE Materials made by You in contravention of this limitation without remuneration of any kind.
YOU AGREE TO COMPLY WITH THE TERMS OF ANY ‘MOXIE COPYRIGHT GUIDELINES’, WHICH ARE PUBLISHED ON AND ACCESSIBLE THROUGH LINKS OUR WEBSITES.
10. RESPONSIBILITY FOR CONTENT AND LINKS
Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. MOXIE does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Content provided by third parties on an MOXIE Website. MOXIE may remove any Content posted on an MOXIE Website at MOXIE’s sole discretion.
MOXIE Websites may contain links to external websites. MOXIE shall not be responsible for the contents of any linked website, or any changes or updates to such websites. Additionally, MOXIE shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any software, content, goods or services available on or through any such linked website. MOXIE does not control and/or review the linked web-pages and the information provided by third parties.
11. USE OF MOXIE AND THIRD PARTY SOFTWARE
Your access and use of any software or related documentation, if any, including tools and sample code, and any application program interface information provided on an MOXIE Website (collectively "Software") is governed by the software license agreement and related documents and terms (e.g., attachments, exhibits, order form, disclaimers, etc.) ("License Agreement") that accompany such Software. You may not use or install any Software that is accompanied by a License Agreement unless and until You first agree to the terms of the License Agreement. You must not modify, decompile, or reverse engineer any Software, except to the extent expressly permitted by applicable law or the License Agreement. In the event that Software provided through an MOXIE Website is not accompanied by a License Agreement: the Software may be used solely for your personal, informational, noncommercial purposes; the Software may not be modified or altered in any way; and the Software may not be redistributed. All MOXIE Software is the copyrighted work of MOXIE. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works, including the MOXIE Software, is an infringement of the copyright holder’s rights. Information on the process for requesting MOXIE’s permission to use any MOXIE-owned copyrighted works can be found by clicking on the “Copyright” link at the bottom of each web page on MOXIE Websites.
You agree to indemnify and hold MOXIE, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of an MOXIE Website, Your breach of this TOU, any additional legal terms, or MOXIEs Privacy Statement, Your unauthorized use of any MOXIE-owned Intellectual Property, or Your alleged violation of any other rights of a third party.
13. EXCLUSION OF WARRANTIES
MOXIE Websites and Content are being provided to You “AS IS”. To the fullest extent allowable by law, MOXIE does not guarantee or warrant any features or qualities of any MOXIE Website or Content, or give any undertaking with regard to any other quality. Statements and explanations on MOXIE Websites and Content in promotional material or on MOXIE Website and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published MOXIE description of or advertisement except to the extent MOXIE has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of MOXIEs management.
14. LIMITATION OF LIABILITY
MOXIE will not be liable or responsible in any way for any User Content posted on or linked from an MOXIE Website, including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content or other material accessed on or through any MOXIE Website and made available by a third party.
TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, MOXIE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MOXIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE AN MOXIE WEBSITE, MOXIE SOFTWARE, OR MOXIE MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY MOXIE SOFTWARE, MOXIE MATERIALS OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON AN MOXIE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON AN MOXIE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO AN MOXIE WEBSITE OR MOXIE MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY MOXIE AND IN CASE OF MOXIES STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.
15. APPLICABLE LAW
Nebraska law will govern this TOU without giving effect to any principles of conflicts of laws. If litigation arises from any dispute between You and Moxie, you agree to accept jurisdiction and venue in the state of Nebraska and any appropriate courts in Omaha Nebraska.
Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or MOXIE’s written request, You must cease use of Confidential Information, and/or MOXIE Websites, and return or destroy all Confidential Information in Your possession or control.
17. WAIVER AND SEVERABILITY
The failure of MOXIE to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.
18. ENTIRE AGREEMENT
The TOU represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.