Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

1. 4.

   Modification and UpdatesCompany reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. We may update the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

2. 5.

   Ownership and Intellectual Property5.1OwnershipExcluding any Content that you may provide or upload, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned or licensed by Company or Company’s suppliers. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.Neither these Terms, nor your access to the Services, transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.5.2FeedbackYou may, at your option, provide Moment with feedback, comments, and suggestions for improvements to the Services (collectively, “Feedback”). You hereby grant to Moment a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to any Feedback under any and all intellectual property rights that you own or control.5.3Our Proprietary RightsThe Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. The Services are also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Services. You acknowledge that the Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by Moment and others, including Creators, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Moment and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Services, shall, as between you and Moment, at all times be and remain the sole and exclusive property of Moment.5.4DMCA PolicyCompany respects the intellectual property of others and requires that users of the Services, including but not limited to Site visitors, Creators, and viewers of Creator Content, do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act ( “DMCA”), 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent at:Moment c/o DMCA Dept
   333 W. Maude Ave.
   Sunnyvale, CA 94085with a copy to legal@momenthouse.com (Subject: DMCA).The notice must contain:your physical or electronic signature; identification of the copyrighted work(s) that you claim to have been infringed;identification of the material on our services that you claim is infringing and that you request us to remove;sufficient information to permit us to locate such material; your address, telephone number, and e-mail address;a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

3. 6.

   Terms of Sale6.1Ticket PurchasesIn purchasing a ticket to a Moment, you agree to be governed by these Terms. Tickets provide access to additional Services, such as viewing Moments. Company does not guarantee the performance of any Moment or other event for which tickets are purchased. Performance times are approximations and are not guaranteed. Additional service fees may be included with ticket purchases.6.2Ticket RefundsTicket purchases are refundable only as set forth in the Refund Policy. Notwithstanding the Refund Policy, at our sole discretion we may provide a refund, discount, or other consideration (“Credits”) for some or all users. The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future.If you have any questions, please email our customer service at help@momenthouse.com.6.3Merchandise SalesThe Services may host merchandise for sale by Creators. Merchandise orders are fulfilled by the Creator’s team (“Sellers”). Merchandise orders are deemed finalized 24 hours after the Creator’s Moment has ended. If the sale is made through Shopify or a Third Party Shopping Application in a Creator’s World, the sale will be governed by that Third Party’s Terms. Refer to your confirmation email for support information. Company does not produce, store, or inspect any of the items sold by such third-party Sellers. Company is not responsible for the sale, delivery, refund, or any other portion of the sale. All questions, inquiries, complaints, or claims related to merchandise sales must be directed to the relevant Seller or Third Party as applicable. If you need assistance in contacting a Seller or a Third Party, you can email us at help@moment.co and we will do our best to direct you to the correct Seller or Third Party. Please read the Seller or Third Party’s terms before purchasing an item from a third-party that may be hosted on the Services.

4. 7.

   Third-Party Links & Ads; Other UsersThe Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You further acknowledge and agree that Moment shall 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 linked sites or resources.

5. 8.

   Geographic RestrictionsMoment is based in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

6. 9.

   Warranties, Disclaimers and Limitation of LiabilityTHE SERVICES AND THE CONTENT CONTAINED THEREIN, WHETHER PROVIDED BY MOMENT HOUSE, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, MOMENT HOUSE DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL MOMENT HOUSE OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT MOMENT HOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE SERVICES TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE, $100. MOMENT HOUSE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY THIRD-PARTY SERVICE MADE AVAILABLE THROUGH THE SERVICES, AND MOMENT HOUSE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTIES. MOMENT HOUSE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §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 or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

7. 10.

   IndemnificationYou agree to defend, indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8. 11.

   Mandatory Arbitration and Class Action WaiverPLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.11.1Application. You and Company agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.11.2Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Company, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.11.3Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Company shall be finally settled by binding arbitration administered by the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS”). The JAMS rules will govern payment of all arbitration fees. Except as provided below, you will not be responsible for any arbitration filing fees that exceed the amount you would pay for a court filing, or $200, whichever is greater. For non-frivolous and non-time barred claims. At the conclusion of the Arbitration, Company will reimburse all arbitration fees for claims less than $75,000. Company will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or time-barred.11.4Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.11.5Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration ( “Demand”) that (i) briefly explains the dispute, (ii) lists your and Company’s names and addresses, (iii) specify the amount of money in dispute, if applicable, (iv) identify the requested location for a hearing if an in-person hearing is requested, and (v) state what you want in the dispute; (b) send one copy of the Demand to JAMS, along with a copy of these Terms and the filing fee required by JAMS; and (c) Send one copy of the Demand for Arbitration to us at legal@momenthouse.com.The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.11.6Governing Law and Venue. For individuals residing outside the United States, arbitration shall be initiated in Santa Clara County, California, and you and Company agree to submit to the personal jurisdiction of any federal or state court in Santa Clara County, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Enforcement of these Arbitration Terms will be governed by California law.11.7Class Action and Group Arbitration Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.11.8Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ( “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also initiate matters or demand that matters be withdrawn and refiled in small claims court in Santa Clara County, California for disputes or claims within the scope of that court’s jurisdiction.11.930-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to legal@momenthouse.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within the later of 30 days of your first use of the Service or within 30 days of changes to this section being announced on the Services. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Company also will not be bound by them.11.10Changes to This Section. Company will provide thirty (30) days’ notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will apply prospectively to any unfiled claims. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.11.11Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.

9. 12.

   Controlling Law and SeverabilityThese Terms shall be construed in accordance with and governed by the laws of California notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of Santa Clara County, California, and you and Moment consent to the exclusive jurisdiction of such courts.

10. 13.

    Prohibited EntitiesYou agree you are not i) in a location embargoed under U.S. Economic Sanctions, such as Iran, North Korea, Cuba, Crimea, or Syria, ii) are listed on any restricted parties list issued by any U.S. or European governmental entity or international organization ( “Restricted Parties Lists”), or iii) will utilize this product to service, directly or indirectly, a sanctioned location or any entity appearing on any Restricted Parties Lists.

11. 14.

    General Terms14.1Force Majeure. Under no circumstances shall Moment or its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.14.2No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Moment to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.14.3Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.14.4Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.14.5Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Moment and govern your use of the Services, and supersede any other agreements between you and Moment on the subject matter, except for Individual Creator Agreements (which shall take precedence in the event of a conflict with these Terms). These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Moment without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Moment. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.14.6Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address:Moment House, Inc.
    333 W. Maude Avenue
    Sunnyvale, CA 94085with a copy to legal@momenthouse.com.

12. 15.

    QuestionsIf you have any questions about these Terms, please contact us at help@momenthouse.com.

If you provide and/or upload content to the Services for the purpose of holding a Moment or an otherwise gated event, this Creator Addendum applies to your use of the Moment Creator services. This Creator Addendum should be read in conjunction with our Terms of Use and Privacy Policy, all of which create a binding agreement between you ( “Creator” or “You”) and Moment Inc. ( “Moment”). In the event of any consistencies between the Addendum and any other terms, this Addendum shall control. Moment may update these terms at any time by posting on this page.

1. Moments. As among the parties and except as set forth herein, Creator shall be responsible for effecting the Moment(s) in accordance with the terms of this Agreement and Moment’s Terms of Use, including production and delivery of the live feed or recording (as applicable) of the Moment(s) in accordance with Moment’s technical specifications. Moment provides a platform for the ticketing and ingestion and distribution of the Moment(s). Moment reserves the right not to air any Moment at its sole discretion.

2. Compensation. In consideration of all rights, benefits, and opportunities provided to Moment under this Agreement, Moment will pay to Creator its earnings in accordance with each Moment less the following deductions: (i) Moment’s service fee, (ii) any third party transaction fees, (iii) taxes collected at purchase, (iv) if applicable, a PRO deduction, and (v) any other deductions that Moment notifies you of in advance. Moment may collect sales, VAT and GST taxes at point of purchase from Authorized Viewers in accordance with the tax rates identified by its third party vendor(s) and when required, remit such tax amounts to local authorities. As between the parties, Creator shall solely be responsible for the payment of any other taxes required in connection with any amounts due or payable or required to be withheld and remitted under this Agreement and shall timely file all required tax returns in connection with such withholdings and payments. Creator payments may be subject to additional terms associated with third party platforms (e.g. Paypal, Stripe). Moment reserves the right to withhold or delay Creator payments, at its discretion, for such purposes such as suspicion of fraud, mistake, error in denomination, violation of applicable law or any applicable Moment or third party terms. Depending on its availability, Moment may offer Creators payout through cryptocurrency via Stripe. If Creator opts to use Stripe’s Cryptocurrency Payment services, you understand and acknowledge the risks associated with transacting in cryptocurrency and release Moment of any liability associated with such transactions (including, but not limited to, fluctuations in value, security breaches, and transaction errors).

3. Creator Obligations. Creator is solely responsible for creation of any content to be distributed on the Moment platform. Creator shall be responsible, at Creator sole cost and expense, for securing any and all necessary third party rights, licenses, clearances, and permissions (including, but not limited to, all necessary publishing and record label clearances, synchronization and mechanical rights) required in connection with Creator’s capture and/or exploitation of the Moments and Moment’s distribution of the Moments in accordance with this agreement (other than obtaining blanket performance licenses, if coverage is agreed in writing with Moment prior to the Moment). Creator shall be responsible for complying with Moment’s content and advertising restrictions, including all prohibitions on the inclusion of drug use, smoking, hate speech and nudity during any Moments. Creator represents and warrants that the exhibition of the Licensed Content will not violate any applicable law or regulation in any of the territories where tickets are sold.

4. Moment’s Rights and Obligations. Moment provides you the right to use its platform to allow Authorized Viewers to access each Moment, via live streaming (or video-on-demand). Moment shall have the sole right to monetize the stream of the Moment(s), including selling advertisements and sponsorships for the stream of the Moment(s). In the event that Creator wishes to sell any advertisements, sponsorships and product placements or include any third party branding in the stream of the Moment, Creator must obtain the prior written consent of Moment, which consent may be conditioned on the receipt of indemnification from the advertiser/sponsor in favor of Moment.

5. Marks; Licenses; Permitted Usage.

   1. Marks. Creator grants Moment the royalty-free right to use Creator’s voice, sounds, professional name, appearance, biographical information, trademarks and service marks and all other rights of publicity and aspects of their identity (collectively, “Likeness”) in connection with the Moment and the marketing and promotion of the Moments. Creator owns all right, title and interest in and to the Likeness. Moment grants to Creator the right to use Moment’s logo, brand name and URL (the “Moment Marks”), in connection with promotions for the Moment or for referential purposes when sharing the Creator Content after the Term, provided that the Moment Marks is used in accordance with any instructions provided in writing to Creator and Moment shall have the right to request removal of its Moment Marks at its discretion.

   2. Content. All materials (including the Moment, marketing and promotional materials, and merchandise) provided by Creator (or a third party on Creator’s behalf) or uploaded to Moment shall be considered “Creator Content.” Subject to the terms of this Agreement, Creator hereby grants to Moment a perpetual, irrevocable, non-exclusive, sublicensable, worldwide, royalty-free right and license to use, distribute, record, stream, reproduce, publicly perform, publicly display, transmit, modify, make derivative works, and edit the Creator Content and any and all works included therein, in any manner or media, (i) in connection with streaming of Moments, (ii) on the Moment website and social media channels, (iii) in connection with providing the services, and (iv) in connection with promotional campaigns and/or other audiovisual works for the Moment or Moment. Creator owns all right, title and interest in and to the Creator Content.

6. Non-Disparagement. Creator shall refrain from making public statements that may be inconsistent with the positive image and/or goodwill with which Moment wishes to associate and from taking any action that reflects negatively upon Moment. If Creator (i) commits or is accused of committing any civil or criminal offense under federal state or local law, or (ii) is involved, or accused of being involved in any situation or occurrence which subjects Creator to disrepute, widespread contempt, or which is widely deemed by members of the public, to embarrass, offend, insult, denigrate individuals of groups, then Moment shall have the right in its sole discretion to terminate this Agreement upon notice with no further obligation to Creator. If Moment terminates under this section, Creator forfeits any outstanding compensation to Moment.

7. Representations and Warranties. Creator represents and warrants that it (i) has all rights necessary to grant to Moment the rights set forth in this Agreement, (ii) that the exploitation of such rights by Moment (including the Licensed Content and Likeness) shall not violate any right of any third party, including, without limitation, any privacy, publicity, contractual or intellectual property right, (iii) that Moment will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content; (iv) that you have obtained appropriate releases (if necessary) from all persons who appear in the content; and (v) that it will comply with any and all federal, state, and local laws, rules and regulations applicable to the production and content of the Moment(s), including, without limitation, obtaining all permits, licenses, and authorizations required to produce the Moment(s).

8. Indemnification. You will indemnify, defend and hold harmless Moment, including Moment’s equity holders, officers, directors, managers, employees, agents and representatives, from and against all damages, liabilities and costs (including reasonable outside attorneys’ fees and expenses) based upon or arising out of any claim arising from or relating to (a) the content you submit to or through the Moment services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

9. Relationship Among the Parties. The relationship among the parties hereto is solely that of independent contractors. For purposes of this Creator Addendum, no party is or shall be construed to be a partner, joint venturer, employee, agent, representative or participant of or with either of the other parties for any purpose whatsoever. No party has any right or authority whatsoever to assume or create any liability, obligation or responsibility, or make any representation or warranty, express or implied, on behalf of or in the name of any other party.

10. Data Sharing. Moment may provide certain data to Creator, including information relating to ticket purchases, ticketholders, and other information associated with fulfilment of merchandise orders. The collection and use of such data shall be in accordance with Moment’s Privacy Policy, and the .Data Protection Addendum. The Privacy Policy and Data Protection Addendum are hereby incorporated into this Creator Addendum.

1. Changes to the Terms of Use
   
   

We may, from time to time, modify these Terms. Please check this page periodically for updates. We may, from time to time, send e-mails to users with major updates or new features. You are responsible for providing us with your most current e-mail address. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in Section 11 below. Your continued use of the Services after any such update constitutes your acceptance of such changes.

2. Accounts
   
   

In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You are responsible for ensuring that (a) all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. We may choose to suspend or terminate your Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. License and Usage

3.1 License to you

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own personal, noncommercial use. Notwithstanding the foregoing, Creators may use and access the Services for limited commercial use as provided for in the Creator Addendum. Your use of the Services is subject at all times to the Moment House Privacy Policy and these Terms. Company may revoke this license at any time in its sole discretion with or without notice to you.

3.2 License to Moment House

Moment House allows Users to create avatars, stream audio, chat, and to participate in other activities in which you may create, post, transmit, perform or store content, messages, text, sound, images, or other data or materials on the Services (“User Content”). If you are a verified Creator, Creator Content that you upload to the Service will be subject to the license in the Creator Addendum. 

You grant to Moment House and its sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licensable, nonexclusive and royalty free right to: (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the User Content in any manner or media now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with the User Content. 

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that all User Content is (i) created or owned by you, or you otherwise have sufficient right and authority to grant the rights granted herein, and (ii) does not violate the Acceptable Use policy below. Moment House reserves all rights and remedies against any users who violate these representations and warranties. 

3.3 Acceptable Use

By using the Services, you agree not to engage in any activity or upload any User Content that, in our sole discretion:

• Is illegal, or violates any federal, state, or local law or regulation;

• Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, pornographic, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

• Interferes with any other party’s use and enjoyment of the Services;

• Attempts to impersonate another person or entity;

• Falsely states, misrepresents, or conceals your affiliation with another person or entity;

• Accesses or uses the Account of another user without permission;

• Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Services, or the servers or networks connected to the Services;

• “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else, including by probing, scanning or testing the vulnerability of the Services or any third-party services accessible through the Services;

• Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Services, except as expressly permitted in these Terms or as required by law;

• Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Services;

• Uses automated or manual means to violate the restrictions of the Services, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;

• Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Services, except as specifically authorized by a particular service;

• Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms; or

• Attempts to do any of the foregoing.

If you are a Creator, your use of the Services must also comport with our Creator Addendum.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

3.4 Enforcement of Acceptable Use Policy

We reserve the right (but have no obligation) to review any content posted, uploaded, submitted, or otherwise transmitted to or through the Services (“Content” ), including but not limited to Content made available by Creators (“Creator Content”), and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your Content, terminating your Account, taking appropriate legal action, and/or reporting you to law enforcement authorities.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

3.5 Maintenance

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.

4. Modification and Updates
   
   

Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. We may update the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

5. Ownership and Intellectual Property

5.1 Ownership

Excluding any Content that you may provide or upload, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned or licensed by Company or Company’s suppliers. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Neither these Terms, nor your access to the Services, transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Company and its suppliers or licensees reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

5.2 Feedback

You may, at your option, provide Moment House with feedback, comments, and suggestions for improvements to the Services (collectively, “Feedback”). You hereby grant to Moment House a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to any Feedback under any and all intellectual property rights that you own or control.

5.3 Our Proprietary Rights

The Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. The Services are also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Services. You acknowledge that the Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by Moment House and others, including Creators, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Moment House and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Services, shall, as between you and Moment House, at all times be and remain the sole and exclusive property of Moment House.

5.4 DMCA Policy
Company respects the intellectual property of others and requires that users of the Services, including but not limited to Users, Site visitors, Creators, and viewers of Creator Content, do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act ( “DMCA”), 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent at:

Moment House Inc c/o DMCA Dept
333 W. Maude Ave. 

Sunnyvale, CA 94085

with a copy to legal@momenthouse.com (Subject: DMCA).

The notice must contain:

• your physical or electronic signature; identification of the copyrighted work(s) that you claim to have been infringed;

• identification of the material on our services that you claim is infringing and that you request us to remove;

• sufficient information to permit us to locate such material; your address, telephone number, and e-mail address;

• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

6. Terms of Sale

6.1 Ticket Purchases
In purchasing a ticket to a Moment, you agree to be governed by these Terms. Tickets provide access to additional Services, such as viewing Moments. Company does not guarantee the performance of any Moment or other event for which tickets are purchased. Performance times are approximations and are not guaranteed. Additional service fees may be included with ticket purchases.

6.2 Ticket Refunds

Ticket purchases are refundable only as set forth in the Refund Policy. Notwithstanding the Refund Policy, at our sole discretion we may provide a refund, discount, or other consideration (“Credits”) for some or all users. The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future.

If you have any questions, please email our customer service at help@momenthouse.com.

6.3 Merchandise Sales
The Services may host merchandise for sale by Creators. Merchandise orders are fulfilled by the Creator’s team (“Sellers”). Merchandise orders are deemed finalized 24 hours after the Creator’s Moment has ended. If the sale is made through Shopify or a Third Party Shopping Application in a Creator’s World, the sale will be governed by that Third Party’s Terms. Refer to your confirmation email for support information. Company does not produce, store, or inspect any of the items sold by such third-party Sellers. Company is not responsible for the sale, delivery, refund, or any other portion of the sale. All questions, inquiries, complaints, or claims related to merchandise sales must be directed to the relevant Seller or Third Party as applicable. If you need assistance in contacting a Seller or a Third Party, you can email us at help@momenthouse.com and we will do our best to direct you to the correct Seller or Third Party. Please read the Seller or Third Party’s terms before purchasing an item from a third-party that may be hosted on the Services.

6.4 Subscription Sales

Creators may offer subscriptions to content provided by them. Creators may offer different cadences for their recurring subscriptions. The then current subscription options for a Creator will be presented to you prior to entering into the membership. Each type of paid subscription automatically renews until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Creator offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period. You can cancel your subscription at any time by canceling in the Application or Platform.

7. Third-Party Links & Ads; Other Users
The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You further acknowledge and agree that Moment House shall 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 linked sites or resources.

8. Geographic Restrictions
Moment House is based in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

9. Warranties, Disclaimers and Limitation of Liability
THE SERVICES AND THE CONTENT CONTAINED THEREIN, WHETHER PROVIDED BY MOMENT HOUSE, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, MOMENT HOUSE DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL MOMENT HOUSE OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT MOMENT HOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE SERVICES TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE, $100. MOMENT HOUSE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY THIRD-PARTY SERVICE MADE AVAILABLE THROUGH THE SERVICES, AND MOMENT HOUSE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTIES. MOMENT HOUSE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §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 or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

10. Indemnification
You agree to defend, indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. Mandatory Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

11.1 Application. You and Company agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

11.2 Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Company, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

11.3 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Company shall be finally settled by binding arbitration administered by the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS”). The JAMS rules will govern payment of all arbitration fees. Except as provided below, you will not be responsible for any arbitration filing fees that exceed the amount you would pay for a court filing, or $200, whichever is greater. For non-frivolous and non-time barred claims. At the conclusion of the Arbitration, Company will reimburse all arbitration fees for claims less than $75,000. Company will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or time-barred.

11.4 Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

11.5 Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration ( “Demand”) that (i) briefly explains the dispute, (ii) lists your and Company’s names and addresses, (iii) specify the amount of money in dispute, if applicable, (iv) identify the requested location for a hearing if an in-person hearing is requested, and (v) state what you want in the dispute; (b) send one copy of the Demand to JAMS, along with a copy of these Terms and the filing fee required by JAMS; and (c) Send one copy of the Demand for Arbitration to us at legal@momenthouse.com.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.

11.6 Governing Law and Venue. For individuals residing outside the United States, arbitration shall be initiated in Santa Clara County, California, and you and Company agree to submit to the personal jurisdiction of any federal or state court in Santa Clara County, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Enforcement of these Arbitration Terms will be governed by California law.

11.7 Class Action and Group Arbitration Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

11.8 Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ( “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also initiate matters or demand that matters be withdrawn and refiled in small claims court in Santa Clara County, California for disputes or claims within the scope of that court’s jurisdiction.

11.9 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to legal@momenthouse.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within the later of 30 days of your first use of the Service or within 30 days of changes to this section being announced on the Services. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Company also will not be bound by them.

11.10 Changes to This Section. Company will provide thirty (30) days’ notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will apply prospectively to any unfiled claims. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.

11.11 Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.

12. Controlling Law and Severability
These Terms shall be construed in accordance with and governed by the laws of California notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of Santa Clara County, California, and you and Moment House consent to the exclusive jurisdiction of such courts.

13. Prohibited Entities
You agree you are not i) in a location embargoed under U.S. Economic Sanctions, such as Iran, North Korea, Cuba, Crimea, or Syria, ii) are listed on any restricted parties list issued by any U.S. or European governmental entity or international organization ( “Restricted Parties Lists”), or iii) will utilize this product to service, directly or indirectly, a sanctioned location or any entity appearing on any Restricted Parties Lists.

14. General Terms

14.1 Force Majeure. Under no circumstances shall Moment House or its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

14.2 No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Moment House to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

14.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

14.4 Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

14.5 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Moment House and govern your use of the Services, and supersede any other agreements between you and Moment House on the subject matter, except for Individual Creator Agreements (which shall take precedence in the event of a conflict with these Terms). These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Moment House without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Moment House. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

14.6 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address:

Moment House, Inc.

333 W. Maude Avenue

Sunnyvale, CA 94085

with a copy to legal@momenthouse.com. 

15. Questions
If you have any questions about these Terms, please contact us at help@momenthouse.com. 

Exhibit A - Creator Addendum

If you provide and/or upload content to the Services for the purpose of holding a Moment or an otherwise gated event, this Creator Addendum applies to your use of the Moment Creator services. This Creator Addendum should be read in conjunction with our Terms of Use and Privacy Policy, all of which create a binding agreement between you ( “Creator” or “You”) and Moment House Inc. (“Moment”). In the event of any consistencies between the Addendum and any other terms, this Addendum shall control. Moment may update these terms at any time by posting on this page.

1. Moments. As among the parties and except as set forth herein, Creator shall be responsible for effecting the Moment(s) in accordance with the terms of this Agreement and Moment’s Terms of Use, including production and delivery of the live feed or recording (as applicable) of the Moment(s) in accordance with Moment’s technical specifications. Moment provides a platform for the ticketing and ingestion and distribution of the Moment(s). Moment reserves the right not to air any content at its sole discretion.

2. Subscription Content in Worlds: Creator may offer Subscription offerings for sale. Moment does not review Creator offers or ensure that Creator conforms with any claims made to subscribers. You are wholly responsible for your content and ensuring that it complies with Moment’s terms and policies. 

3. Compensation. In consideration of all rights, benefits, and opportunities provided to Moment under this Agreement, Moment will pay to Creator its earnings in accordance with each Moment or Subscription less the following deductions: (i) Moment’s service fee, (ii) any third party transaction fees, (iii) taxes collected at purchase, (iv) if applicable, a PRO deduction, and (v) any other deductions that Moment notifies you of in advance. Moment may collect sales, VAT and GST taxes at point of purchase from Authorized Viewers in accordance with the tax rates identified by its third party vendor(s) and when required, remit such tax amounts to local authorities. As between the parties, Creator shall solely be responsible for the payment of any other taxes required in connection with any amounts due or payable or required to be withheld and remitted under this Agreement and shall timely file all required tax returns in connection with such withholdings and payments. Creator payments may be subject to additional terms associated with third party platforms (e.g. Paypal, Stripe). Moment reserves the right to withhold or delay Creator payments, at its discretion, for such purposes such as suspicion of fraud, mistake, error in denomination, violation of applicable law or any applicable Moment or third party terms. Depending on its availability, Moment may offer Creators payout through cryptocurrency via Stripe. If Creator opts to use Stripe’s Cryptocurrency Payment services, you understand and acknowledge the risks associated with transacting in cryptocurrency and release Moment of any liability associated with such transactions (including, but not limited to, fluctuations in value, security breaches, and transaction errors).

4. Creator Obligations. Creator is solely responsible for creation of any content to be distributed on the Services. Creator shall be responsible, at Creator sole cost and expense, for securing any and all necessary third party rights, licenses, clearances, and permissions (including, but not limited to, all necessary publishing and record label clearances, synchronization and mechanical rights) required in connection with Creator’s capture and/or exploitation of the Moments and Moment’s distribution of the Moments in accordance with this agreement (other than obtaining blanket performance licenses, if coverage is agreed in writing with Moment prior to the Moment). Creator shall be responsible for complying with Moment’s content and advertising restrictions, including all prohibitions on the inclusion of drug use, smoking, hate speech and nudity during any Moments. Creator represents and warrants that the exhibition of the Licensed Content will not violate any applicable law or regulation in any of the territories where tickets are sold.

5. Moment’s Rights and Obligations. Moment provides you the right to use its platform to allow Authorized Viewers to access each Moment, via live streaming (or video-on-demand). Moment shall have the sole right to monetize the stream of the Moment(s), including selling advertisements and sponsorships for the stream of the Moment(s). In the event that Creator wishes to sell any advertisements, sponsorships and product placements or include any third party branding in the stream of the Moment, Creator must obtain the prior written consent of Moment, which consent may be conditioned on the receipt of indemnification from the advertiser/sponsor in favor of Moment.

6. Marks; Licenses; Permitted Usage.

5.1 Marks. Creator grants Moment the royalty-free right to use Creator’s voice, sounds, professional name, appearance, biographical information, trademarks and service marks and all other rights of publicity and aspects of their identity (collectively, “Likeness”) in connection with the Moment and the marketing and promotion of the Moments. Creator owns all right, title and interest in and to the Likeness. Moment grants to Creator the right to use Moment’s logo, brand name and URL (the “Moment Marks”), in connection with promotions for the Moment or for referential purposes when sharing the Creator Content after the Term, provided that the Moment Marks is used in accordance with any instructions provided in writing to Creator and Moment shall have the right to request removal of its Moment Marks at its discretion.

5.2 Content. All materials (including the Moment, marketing and promotional materials, and merchandise) provided by Creator (or a third party on Creator’s behalf) or uploaded to Moment shall be considered “Creator Content.” Subject to the terms of this Agreement, Creator hereby grants to Moment a perpetual, irrevocable, non-exclusive, sublicensable, worldwide, royalty-free right and license to use, distribute, record, stream, reproduce, publicly perform, publicly display, transmit, modify, make derivative works, and edit the Creator Content and any and all works included therein, in any manner or media, (i) in connection with streaming of Moments, (ii) on the Moment website and social media channels, (iii) in connection with providing the services, and (iv) in connection with promotional campaigns and/or other audiovisual works for the Moment or Moment. Creator owns all right, title and interest in and to the Creator Content.

7. Non-Disparagement. Creator shall refrain from making public statements that may be inconsistent with the positive image and/or goodwill with which Moment wishes to associate and from taking any action that reflects negatively upon Moment. If Creator (i) commits or is accused of committing any civil or criminal offense under federal state or local law, or (ii) is involved, or accused of being involved in any situation or occurrence which subjects Creator to disrepute, widespread contempt, or which is widely deemed by members of the public, to embarrass, offend, insult, denigrate individuals of groups, then Moment shall have the right in its sole discretion to terminate this Agreement upon notice with no further obligation to Creator. If Moment terminates under this section, Creator forfeits any outstanding compensation to Moment.

8. Representations and Warranties. Creator represents and warrants that it (i) has all rights necessary to grant to Moment the rights set forth in this Agreement, (ii) that the exploitation of such rights by Moment (including the Licensed Content and Likeness) shall not violate any right of any third party, including, without limitation, any privacy, publicity, contractual or intellectual property right, (iii) that Moment will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content; (iv) that you have obtained appropriate releases (if necessary) from all persons who appear in the content; and (v) that it will comply with any and all federal, state, and local laws, rules and regulations applicable to the production and content of the Moment(s), including, without limitation, obtaining all permits, licenses, and authorizations required to produce the Moment(s).

9. Indemnification. You will indemnify, defend and hold harmless Moment, including Moment’s equity holders, officers, directors, managers, employees, agents and representatives, from and against all damages, liabilities and costs (including reasonable outside attorneys’ fees and expenses) based upon or arising out of any claim arising from or relating to (a) the content you submit to or through the Moment services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

10. Relationship Among the Parties. The relationship among the parties hereto is solely that of independent contractors. For purposes of this Creator Addendum, no party is or shall be construed to be a partner, joint venturer, employee, agent, representative or participant of or with either of the other parties for any purpose whatsoever. No party has any right or authority whatsoever to assume or create any liability, obligation or responsibility, or make any representation or warranty, express or implied, on behalf of or in the name of any other party.

11. Data Sharing. Moment may provide certain data to Creator, including information relating to ticket purchases, ticketholders, subscribers and other information associated with fulfilment of merchandise orders. The collection and use of such data shall be in accordance with Moment’s Privacy Policy, and the Data Protection Addendum. The Privacy Policy and Data Protection Addendum are hereby incorporated into this Creator Addendum.