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Terms of Use

Welcome to the Momently Terms of Use!

Last modified: August 1, 2017

Welcome to Momently, a website owned and operated by Momently Inc. ("Momently", "we" or "us"). These Terms of Use (referred to herein as these “Terms of Use” or this “Agreement”) are between Momently Inc. (“Momently”, “We”, “Us” or “Our”) and you (collectively, “Customer,” “You” or “Your”). By implementing or using the Service (as defined below) on Your website, service or application, or by using, or signing up for an account on Our Site, You agree that You are authorized to accept this Agreement on behalf of Yourself and that You are bound by this Agreement. If You are agreeing to this Agreement for use of the Service by an organization, then You are agreeing to this Agreement on behalf of that organization (and “Customer,” “You” and “Your” will refer to that organization). You must have the authority to bind that organization to this Agreement; otherwise You must not sign up for the Service. By using the Service, You are representing and warranting that You are over the age of 18, or the legal age of majority in Your jurisdiction of residence.

Your use of the Service and each website (each a “Site”) owned and operated by Momently are governed by these Terms of Use. The Service is comprised of certain Momently proprietary software (the “Software”) that allows You to obtain statistics based on website visitors to Your website, service, or application, (the Software and services provided thereby and from Our Sites shall be collectively known as the “Service(s)”). You must affirmatively agree to and indicate Your acceptance of these Terms of Use and the Privacy Notice (individually or collectively the “Agreement”) in order to use the Service. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICE.

  1. Registration process, free trial and paying plans

    If You decide to register for the Service, You must provide certain limited information about yourself as prompted to do so by the Service. By registering for the Service, Momently will provide You with access to the Service as a free trial user for 14 days from the date of Your registration (“Free Trial Period”). The term for the Free Trial Period will begin on the date of your registration on the Site for the Momently Service and will continue for fourteen (14) days, unless extended or sooner terminated in accordance with this Agreement. You agree to be responsible for your account password as well as the acts and/or omissions of any third party using the Service through Your account. You must notify Momently immediately of any unauthorized use of Your account or loss of account information. You agree to keep all account information complete, accurate and up to date (including without limitation any payment and contact information).

    We reserve the right to refuse the Service to any user and terminate Your account for any reason within Momently’s sole discretion.

    After the Free Trial Period, You will be prompted to enter Your payment details if You have not already done so. If You've already updated Your payment details, Your credit card or PayPal account will be automatically charged and Your account will be upgraded to an auto-renewing, paid subscription (a "Paid Plan"). Please note that upon the end of Your Free Trial Period, if You do not purchase a Paid Plan, You may lose access to all data stored on the Service.

    By upgrading to (or separately purchasing) a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period based on Your Plan. Subscription periods are either monthly or yearly unless otherwise agreed in writing by Momently. Each plan includes a specified number of user seats, sites and data history, as well as a number of "Views" You track in each month.

    Our current pricing and available subscription period(s) are available on our pricing page.

    Please note that under each Plan, You are responsible for all fees due for the entire subscription period – even if You cancel Your subscription. You authorize us (or a billing agent acting on Our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan, and on each subscription renewal, until cancellation. For clarity, payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable.

    The fees set forth in this Agreement are the net amount that We must receive exclusive of any taxes and, in addition to such fees, You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.

    ONCE YOU HAVE PURCHASED A PAID PLAN, WE WILL AUTOMATICALLY CHARGE YOU IN ADVANCE FOR THE NEXT SUBSCRIPTION PERIOD.

    Overage Fees

    We reserve the right to charge any applicable overage fees if You exceed the maximum Views allowed by Your Plan. For the next month, You may be automatically charged for such higher usage, or we may require that you upgrade to a new plan (which may require you to enter into a signed agreement with Momently). You will be charged for Your increased usage starting with the next month.

    The number of Views purchased in a given volume tier of a Paid Plan must be used during the month and any unused Views at the end of the month are forfeited. If You exceed the maximum Views allowed by Your Plan during the month, Momently will thereafter through the end of the month charge additional fees ("View Overage Fees") at 120% of the unit price applicable to Your selected volume tier and You shall be obligated to pay any View Overage Fees in the next month. You may upgrade and purchase a higher volume tier of a Paid Plan at any time, through the Application Services by paying the price of the higher volume tier.

    Upgrades

    If You upgrade Your Paid Plan, You will immediately be charged the then-current rate for the new Paid Plan (and any auto-renewals thereof), as provided on Our Site.

    We may revise Service rates at any time, or impose additional fees or charges. Provided that if You upgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals.

    Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions.

    If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.

    Downgrades

    The Plan downgrade will take effect the first billing cycle of Your next subscription period. Please note that You will not receive any refunds for payments made on Your current billing cycle (or for your current subscription period). Downgrading Your Plan may cause the loss of content, features, or capacity. Momently disclaims liability for any such loss.

    Credits

    Any credits that may accrue to Your account will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.

    Auto Renewal

    YOUR ACCOUNT IS SET TO AUTO RENEW, AND MOMENTLY SHALL AUTOMATICALLY CHARGE YOU AT THE END OF THE TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SERVICES AND EXPIRING TERM AT THE THEN CURRENT PRICE, UNLESS EITHER PARTY GIVES A NOTICE OF NON RENEWAL PRIOR TO EXPIRATION OF THE THEN CURRENT TERM.

    Additional Fees

    We may revise Service rates at any time, or impose additional fees or charges. Provided that if You upgrade or downgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals.

    Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.

    Right to limit usage

    We reserve the right to limit your usage of the Service at any time if we deem that it is excessive, abusive, designed to circumvent Service limitations, or otherwise to prevent harm to Momently or others. This could include, without limitation, limiting the number of API calls that you are permitted to make.

  2. Limited License

    By Momently

    Subject to the terms and conditions of these Terms of Use, during the period You have a valid subscription with Momently. Momently grants to you (and you agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: (i) the Software and (ii) certain proprietary documentation in the form generally made available by Momently to you on the Site for use with the Software (the "Documentation") solely to receive the Momently Service.

    Your use of the Service shall be restricted pursuant to the terms and conditions of this Agreement. You agree that you are responsible, and Momently bears no liability, for the use of your account by any third party, or for your use of the Service through a third party’s account, and the acts and/or omissions of such third party. Other than as expressly granted above, no other rights are granted, including without limitation any and all Momently patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectable) ("Intellectual Property Rights"). Nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software, other than the limited right to place the Momently JavaScripts on your website(s). All ownership rights, title, and Intellectual Property Rights in and to the Service shall remain in Momently and/or its licensors. You agree that Momently has the right to change, modify, add to or discontinue or retire any aspect or feature of the Momently Service at any time without any obligation to give you notice of any changes. From time to time, Momently may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices.

    Momently collects, stores and handles Traffic Data (defined below) and other information in accordance with its privacy policy located at www.momently.com/privacy (as amended from time to time). If you are a Customer located in the United Kingdom, in order for both you and Momently to achieve adequate legal disclosures under the UK Data Protection Act 1998 (as amended) (the “DPA”) and the UK Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) (the “PECR”) (to the extent that they apply) and associated regulatory guidance and industry best practice in relation to the underlying technology used in provision of the Service and the intended use by either party of information collected, stored and handled pursuant to this Agreement, you shall: (a) make certain disclosures on Momently's behalf using your privacy policy or via discrete statements on the your website(s); and (b) obtain end users' consent to the use of Momently cookies (referencing them as "third party cookies"), as applicable law and legal guidance may require. You shall maintain and make available on each of your website(s) a privacy policy that includes any and all disclosures and election procedures that may be required under applicable laws and regulatory guidance based on your own services and data handling practices and additionally the Services contemplated by these Terms of Use and provided by Momently from time to time including, without limitation, a privacy policy that fully and completely discloses to users of your website(s) the practices of you, Momently or other third parties with respect to the collection, use and disclosure of personal data and other information (including any data or other information that: (i) is collected on an anonymous basis, (ii) is not connected with a living individual; or (iii) is aggregated), cookies, web beacons and similar devices and matters. You agree to include in your privacy policy and/or publish elsewhere on your website(s) at least the level of detail set out in Momently's privacy policy. You shall at all times comply with your published privacy policy and all laws and regulatory guidance to the extent applicable to you. To the extent that Momently Processes Personal Data (as such terms are defined in the DPA) on your behalf, Momently shall: (a) process the Personal Data in accordance with your reasonable instructions and for the purpose of complying with its obligations under these Terms of Use; and (b) maintain appropriate technical and organizational measures to protect against unauthorized or unlawful Processing of such Personal Data and against accidental loss or destruction of, or damage to, that Personal Data. Throughout the term of this Agreement, you and Momently shall co-operate in respect of any other best practice or legally necessary privacy or metrics and analytics related disclosures which may now or in the future be required on your website(s) in relation to the Services and your use or deployment of the Services.

    By You

    By allowing the Service to be placed on your website(s), You hereby grant Us a nonexclusive, irrevocable during the term of this Agreement, royalty-free, no-cost license to perform, or have performed, the activities relating to provision of the Service. You agree to configure the Software on your website(s) in accordance with Momently’s requirements, including by ensuring that URLs containing personally identifiable information of end users are not captured by the Service. By loading the Momently JavaScript on your website, you will be placing certain cookies on your user’s web browsers when those users visit your website. You agree that you are responsible for such placement and for complying with any applicable laws associated therewith. Momently is not obligated to provide customer support for, and shall not be responsible or liable for, any malfunction or failure of the Service or any damages resulting from your failure to implement the Software on your website(s) in accordance with Momently’s requirements. In order to improve our algorithms and the Service, for statistical and analytical reporting and for research purposes, Momently may aggregate and/or anonymize the data resulting from use of the Service, including you, and provide the aggregated data to third parties. Momently will not use or disclose aggregated data in a manner that reveals your identity, the identity of your website, or your identifiable Traffic Data without your express prior consent. Momently shall exclusively own its customers’ aggregated Traffic Data.

    You shall own all rights in and to all Traffic Data, subject to the rights and licenses granted herein. “Traffic Data” means all data and information created, received, processed or provided by Momently in performing the Service, or that results from performance of the Service for you. You hereby grant Momently all necessary rights to access and track Traffic Data concerning your website, solely in connection with providing the Service during the term of this Agreement.

    Copyright

    All content included on the Site, including, without limitation, text, articles, graphics, logos, use interfaces, button icons, images, photographs, audio clips, video clips, digital downloads, data compilations and software is the property of Momently, or its licensors, product suppliers or content suppliers (including users who supply Content) and is protected by applicable copyright laws. The design, selection, arrangement, coordination and compilation of all Content on the Site are the exclusive property of Momently and are protected by applicable copyright laws. All software used on the Site is the property of Momently or its software suppliers and is protected by applicable copyright laws.

  3. Confidential Information

    “Confidential Information” means: (a) the Service (Including the Software and Documentation); and (b) any Momently business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Momently’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for Your performance of this Agreement.

    The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this Section in additional to any other relief to which Momently may be entitled.

  4. Restrictions

    You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software (except as required to place the Momently JavaScripts on your website); (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; (iv) use the Site or Service in violation of any applicable regulation or law; (v) ship, divert, trans-ship, transfer, export or re-export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the applicable government agency, (vi) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (vii) to store or transfer any tortious, illegal or infringing materials, (viii) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (ix) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.

    When using this Site and/or the Services, You agree to:

    • Use the Service for lawful purposes only and in compliance with any policies posted to the Site or conveyed by electronic notice;

    • Not use the Service in a way that prevents or inhibits another user from enjoying the Service;

    • Not obtain the communications protocol for accessing the Service;

    • Not remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations ("Branding"), or any electronic notices;

    • Not interfere with, attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers;

    • Not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any of the systems or networks comprising or connected to the Site; these include but are not limited to including, by means of submitting a virus to our Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Site;

    • Not to challenge or assist others to challenge Our rights in the Branding, or Our Intellectual Property Rights or registration or applications thereof. You agree to promptly notify Momently of any violation of this Section, or otherwise of this Agreement.

  5. Warranty Disclaimer

    TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE AND SITE ARE PROVIDED BY MOMENTLY AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” AND MOMENTLY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORKS, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES MOMENTLY GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. MOMENTLY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF, ARE ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE'S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION 5 APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY MOMENTLY FROM ITS FACILITIES IN CANADA. MOMENTLY MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED LAWS RELATED TO THE COLLECTION OF DATA FROM YOUR WEBSITE’S END USERS.

  6. Limitation of Liability

    IN NO EVENT WILL MOMENTLY AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT MOMENTLY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL MOMENTLY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  7. Indemnification

    YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS MOMENTLY, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING OUT OF (i) YOUR USE OF THE SERVICE, (ii) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, (iii) ANY FRAUD OR MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT, BY YOU, OR (iv) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST US ARISING OUT OF YOUR USE OF THE SERVICE OR THE SITE. MOMENTLY RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

  8. Term and Termination

    These Terms of Service will remain in effect for Your Free Trial, and, upon conversion to a Paid Plan subscription, until Your paid subscription to the Services terminates, or until the Terms of Use are otherwise terminated as set forth herein. For Customers in a Free Trial, We may terminate this Agreement at any time, in whole or in part, for any reason, with or without notice. During the Free Trial, You may terminate this Agreement at any time by (i) providing us with written notice, and (ii) discontinuing Your use of the Services and removing all Momently java scripts and other scripts from Your website, application or service, and destroying all other parts of the Service, Software and Momently Confidential Information in Your possession.

    For Customers under a Paid Plan, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days’ written notice prior to the expiration of Your then-current subscription term. Once You are under a Paid Plan, We may terminate this Agreement at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice. Upon any termination or expiration of this Agreement, all licenses, and any other rights and services provided by Us to You in this Agreement, shall cease immediately, and You shall immediately (i) pay all outstanding balances, and (ii) cease all use of the Services and remove all Momently java scripts and other scripts from Your website, application or service, and destroy all other parts of the Service, Software and Momently Confidential Information in Your possession. The following sections will survive any expiration or termination of this Agreement: 1 (with respect to any fees due and their collection), 2 (with respect to ownership), 3 through 8, and 10.

    We also may permanently or temporarily terminate, suspend, limit or “throttle” your usage, or otherwise refuse to permit Your use of the Service without notice or liability, if in Our sole determination, You violate these Terms of Use or Momently’s privacy policy, or in cases of emergency or to prevent violations of law or harm to Momently or others. Termination of these Terms of Service, any license, or Your access to the Site or Service, shall not limit Us from pursuing other remedies available to Us against You, including, but not limited to, injunctive relief.

  9. Modification to this agreement

    You agree that Momently may modify the terms of this Agreement from time to time, and that Your right to access the Service is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. We will notify You when We make material revisions or modifications to the Agreement by (x) posting a notice or new version of this Agreement on the Momently Site, or (y) providing direct notice in a communication to Your customer account (if You have one), or otherwise in some manner through the Service that We deem reasonably likely to reach You (which may be by posting to this Site or on Our blog). The modifications will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.

  10. General

    Open source or other third party software

    The Service may contain or be distributed with open source software or other third party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of Momently set forth in this Agreement do not extend to any open source software or such other third party software which may be made available by Momently, or otherwise obtained or used by You. You agree that all open source software or such other third party software shall be and shall remain subject to the terms and conditions under which it is provided, and You shall be responsible for compliance with such terms. To the fullest extent possible Momently disclaims all warranties and liability regarding such open source and third party software in accordance with the terms of this Agreement.

    Headings

    Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.

    Assignment

    ou may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, and any attempted assignment by you shall be null and void.

    Third Party Service Providers

    Momently may provide the Service directly or indirectly using contractors or other third party vendors or service providers. Momently will not be responsible or liable for any failure in the Service or any damages resulting from or attributable to failures of networks, telecommunications or equipment or other failures of third party suppliers or vendors.

    Publicity

    You hereby consent to inclusion of your name and trademarks or service marks in customer lists that may be published as part of Momently's marketing and promotional efforts.

    Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of Province of British Columbia, Canada and the federal laws of Canada applicable therein, excluding its choice of law provisions, and the parties agree to submit to the personal and exclusive jurisdiction of such courts.

    Severability

    If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable between the parties.

    No waiver

    Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.

    Notices

    Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Momently - legal@momently.com, or if to you, to the email or physical address associated with your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by e-mail without requiring a handwritten signature for such notice to be effective.

    Force Majeure

    Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

    The Agreement

    This Agreement, our Privacy Policy located at www.momently.com/privacy and the terms, policies or other provisions located on the Site (which are all incorporated herein by reference), constitute a complete, absolute integration and the entire agreement between the parties hereto relating to the subject matters of this Agreement. This Agreement may be revised from time to time at our sole discretion by posting the revised Agreement on the Website or otherwise providing the revised Agreement to you. The revised Agreement shall become effective upon your use of the Service after its publication or provision. Your acceptance of any revised Agreement is your continued use of the Service.

    Any claim related to these Terms of Service, the Site(s) or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to You and Your successors.

    Momently and Customer are not legal partners or agents, but are independent contractors.

    There are no third-party beneficiaries to this Agreement.

    The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

    All waivers and modifications must be in a writing signed on behalf of both parties by their duly authorized representatives, except as otherwise provided herein. No waiver of any breach shall constitute a waiver of any other breach.

    Notice to US Government End Users. For U.S. Government procurements, Software is a commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software - Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government must be in accordance with license rights and restrictions described in these terms.

  11. Contact us

    If you have any questions or comments about the Terms of Use please feel free to email us at legal@momently.com. And You can also always contact us via snail mail:

    Momently, Inc.
    402 W Pender St, Suite 703
    Vancouver, BC V6B 1T6

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