Last Updated on September 26, 2024
Introduction
These Terms of Service (“Terms”) apply to your access to and use of (a) the websites located at www.moonvalley.com and www.maker.ai (or any successor links) and all associated webpages, websites, and social media pages (the “Site”) provided by ContentFly Inc. d/b/a Moonvalley AI and its subsidiaries and affiliates (“Moonvalley”, “we”, “our” or “us”), and (b) any other online services that we may make available to you, including Maker AI, an artificial-intelligence-based content generation tool that may be accessible via the Site and the App ((a) and (b), collectively, the “Services”).
BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 14, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND MOONVALLEY WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use our Services.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. Applicable Supplemental Terms include our Prohibited Use Policy.
We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.
Eligibility and Use Restrictions
Age. If you are under 18 years of age (or the age of legal majority where you live), you may not use our Services.
Authorization. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms (other than in this Section 1(b)) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If you are an entity using any Services pursuant to these Terms, you are responsible for your employees’ and representatives’ use of the Services, including ensuring that they comply with these Terms.
Jurisdiction. You may only use our Services in jurisdictions authorized by Moonvalley. Use of our Services is currently authorized only in the United States and Canada.
Use and Sharing. Your access to and use of the Services and your use of any Outputs (as defined below) must comply with these Terms, including the Prohibited Use Policy. You may use the Outputs generated by the Services for your own commercial purposes (for example, by using the Outputs to promote your own products or services), but you may not resell or otherwise share the Services with any third parties without our express written permission. Moonvalley may enable you to designate authorized individuals (“Authorized Users”) to use our Services, and only Authorized Users may use our Services. You will be solely responsible for your Authorized Users and their activity in connection with the Services.
Your Information
You may provide certain information to Moonvalley in connection with your access to or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. This information may include certain usage statistics, including which Services you use and how you use them (“Usage Data”). You hereby grant to Moonvalley license to use your Usage Data to provide and improve the Services and to develop new products and services in all media formats and channels now known or later developed without compensation of any kind to you or any third party. You agree to receive emails, SMS or text messages, and other types of communication from Moonvalley via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Moonvalley in connection with the Services is accurate.
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
Accounts
Authorized Users may be required to create an account with Moonvalley in order to use some or all of our Services. You will ensure that your Authorized Users (a) do not share or permit others to use their account credentials, (b) provide accurate account information and promptly update this information if it changes, and (c) use a strong password for their account that is unique to our Services and not used by that Authorized User in any other website or online service. You must maintain the security of any accounts created by your Authorized Users, and will promptly notify us if you discover or suspect that someone has accessed the account of one of your Authorized Users without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
Content
We may allow you to input certain content or materials into the Services (“Input”) to generate certain other content or materials using the Services (“Output”) or to create, post, store, and provide other content, data or other materials to or through the Services (such materials, together with Inputs and Outputs, collectively, the “Content”). Content may include or incorporate images, videos, shapes, music, audio, voices, text, links, and other materials. If our Services enable you to post or otherwise share Content on or through the Services, you understand that such Content and any associated information (such as your username or profile photo) may be visible to others. You may use the Services to create Outputs that are shareable outside of the Services, subject in all cases to these Terms and our Prohibited Use Policy. If you choose to make any of your information publicly available through the Services or otherwise, you do so at your own risk.
Except for the license you grant below, as between you and Moonvalley, you retain all rights in and to your Content, excluding any portion of the Services included in or associated with your Content. You hereby grant to Moonvalley and our end users an irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to reproduce, modify, publish, create derivative works from, distribute, publicly or otherwise perform and display, and otherwise use your Content to provide and improve the Services, including to develop, create, train, test, and improve our machine learning algorithms and artificial intelligence systems (including architectures, models, and weights), without compensation of any kind to you or any third party. You hereby irrevocably waive any “moral rights” or other rights of attribution, authorship, or integrity regarding the Content that you may have under any applicable law or under any legal theory.
You may not submit, post, store, or share any Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your Content, and our use of such Content as permitted by these Terms, including the Prohibited Use Policy, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights, or other proprietary rights, or cause injury to any person or entity.
Enforcement of this Section 4 is solely at Moonvalley’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
We do not undertake to review all Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Content. Although we have no obligation to screen, edit, or monitor Content, we may:
Delete or remove Content or refuse to post any Content at any time and for any reason with or without notice, including, without limitation, for any violations of applicable law or these Terms;
Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
Take any action with respect to your Content that is necessary or appropriate, in Moonvalley’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Moonvalley’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Content on or through the Services.
Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Moonvalley or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 1 and 4 and our Prohibited Use Policy), you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
Subscription Services; Payment
Recurring Subscriptions. To access and use certain Services, you may be required to enroll in a subscription payment plan (a “Recurring Subscription”). Your Recurring Subscription will automatically renew until you cancel it or your Recurring Subscription is otherwise terminated. You authorize us to store your payment method information and to automatically charge your payment method(s) for the amount of your Recurring Subscription with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. In the event that Moonvalley is unable to charge your payment method(s) as authorized by you when you enrolled in a Recurring Subscription, Moonvalley may in its sole discretion (i) suspend your access to the Services until payment is received or (ii) seek to update your payment method information through third-party sources (i.e., your bank or a payment processor) to continue charging your payment method as authorized by you. You may cancel your subscription through your account. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Services through the end of your current subscription period. Moonvalley may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least seven (7) days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Moonvalley will charge your on-file payment card or method on the first day of the renewal of the subscription term.Other Usage Charges. In the event your usage exceeds the volume provided under your Recurring Subscription, you will be charged usage overage fees for your Recurring Subscription, as indicated to you upon subscribing. In such event, you hereby authorize us to charge your payment method on file or any other payment method you choose for these charges.
Other Usage Charges. In the event your usage exceeds the volume provided under your Recurring Subscription, you will be charged usage overage fees for your Recurring Subscription, as indicated to you upon subscribing. In such event, you hereby authorize us to charge your payment method on file or any other payment method you choose for these charges.
Payment. If you wish to make a transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our payment processors. You represent and warrant that you have the right to use any payment method that you submit in connection with a payment. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.
Refunds and Exchanges. All sales are final. We may offer refunds in our sole discretion.
Reservation of Rights. Moonvalley reserves the right, including without prior notice, to: impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any transaction; to alter the payment option for services; and to refuse to provide any user with any Service.
Feedback
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Moonvalley or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Moonvalley’s sole discretion. Moonvalley will exclusively own all improvements to, or new, Moonvalley products, services, or Services based on any Feedback. You understand that Moonvalley may treat Feedback as nonconfidential.
Repeat Infringer Policy; Copyright Complaints
Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our “DMCA Policy”).
Reporting Claims of Copyright Infringement. If you believe that the presence of any content on our Services infringes upon any copyright that you own or control, you may notify Moonvalley’s designated agent (your notification, a “DMCA Notice”) as follows:
Designated Agent: Copyright Agent
Address: 1 King St. W, 4800-238 Toronto, Ontario, Canada M5H 1A1
Telephone Number: (855) 888-4462
Email Address: copyright@moonvalley.com
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Moonvalley for certain costs and damages.
Third-Party Services and Content
We may provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
Our Services further rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, social media platforms, third-party app stores, and Internet and mobile operators (collectively, “Third-Party Services”). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that our Services operate.
We have no obligation to monitor Third-Party Content or Third-Party Services, and we may block or disable access to any Third-Party Content or Third-Party Services (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Content or Third-Party Services (including terms of service or privacy policies of the providers of such Third-Party Content or Third-Party Services). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
Pre-Release Services
If you receive early access to alpha or beta tests for products, services, or features of the Services (“Pre-Release Services”), you acknowledge that (a) the Pre-Release Services may have limited or evolving functionality and may be more subject to errors or inaccuracies than other Services; and (b) the information regarding Pre-Release Services is confidential to Moonvalley and may only be used by you as strictly necessary for the purpose of reviewing and/or testing such Pre-Release Services. All provisions of these Terms apply equally to Pre-Release Services.
Indemnification
Moonvalley and our officers, directors, agents, partners, and employees (individually and collectively, the “Moonvalley Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to: (a) your access to or use of the Services; (b) your Content or Feedback; (c) your violation of these Terms, including the Prohibited Use Policy; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services or the Content. You will promptly notify the Moonvalley Parties of any third-party Claims, cooperate with the Moonvalley Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Moonvalley Parties will have control of the defense or settlement, at Moonvalley’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Moonvalley or the other Moonvalley Parties.
Disclaimers
Your use of our Services and any content or materials provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) are provided “as is” and “as available” without warranties of any kind, either express or implied. Moonvalley disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Moonvalley does not represent or warrant that our Services or any content provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) will be uninterrupted. While Moonvalley attempts to make your use of our Services and any content provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Outputs and any Third-Party Content and Third-Party Services).
Without limiting Section 12(a), you acknowledge that, due to the nature of the Services and of generative artificial intelligence, Moonvalley does not represent or warrant to you that the Outputs you generate will meet your requirements or be appropriate, as expected, or unique to you. Further, Moonvalley does not represent or warrant to you that any defects or errors in Outputs will be corrected. You acknowledge that: you are responsible for reviewing, verifying, and deciding whether and how to publish your Outputs; you should not rely on Outputs as a source of truth or fact or as a substitute for professional advice; you bear all consequences of your publication or use of Outputs; and Moonvalley is not liable for any actions taken or not taken in reliance on Outputs.
All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Moonvalley, the Moonvalley Parties, and Moonvalley’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
Limitation of Liability
To the fullest extent permitted by applicable law, Moonvalley and the other Moonvalley Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Moonvalley or the other Moonvalley Parties have been advised of the possibility of such damages.
The total liability of Moonvalley and the other Moonvalley Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $500 USD or the amount paid by you to use our Services giving rise to the claim.
The limitations set forth in this Section 13 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Moonvalley or the other Moonvalley Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND MOONVALLEY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND MOONVALLEY FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND MOONVALLEY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. MOONVALLEY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Moonvalley, that Moonvalley has against you, or that you have or Moonvalley has arising from or relating to these Terms, our Services, or any aspect of the relationship between you and Moonvalley as relates to these Terms or our Services, including any privacy or data security claims, (collectively, “Disputes”, and each a “Dispute”), you and Moonvalley agree to attempt to first resolve the Dispute informally via the following process:
If you assert a Dispute against Moonvalley, you will first contact Moonvalley by sending a written notice of your Dispute (“Dispute Notice”) to Moonvalley by certified mail addressed to ContentFly Inc., 1 King St. W, 4800-238, Toronto, Ontario, Canada M5H 1A1 or by email to support@moonvalley.com. The Dispute Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought.
If Moonvalley asserts a Dispute against you, Moonvalley will first contact you by sending a written notice of Moonvalley’s Claim (“Moonvalley Notice”), and each of a Dispute Notice and Moonvalley Notice, (a “Notice”) to you via email to the primary email address associated with your account. The Moonvalley Notice must: (A) include the name of a Moonvalley contact and the contact’s email address and telephone number; (B) describe the nature and basis of the Dispute; and (C) set forth the specific relief sought.
If you and Moonvalley cannot reach an agreement to resolve the Dispute within thirty (30) days after you or Moonvalley receives such a Notice, then either party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Moonvalley first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
Disputes Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Moonvalley, including any disputes in which you or Moonvalley seek injunctive or other equitable relief for the alleged unlawful use of your or Moonvalley’s intellectual property or other infringement of your or Moonvalley’s intellectual property rights (“IP Disputes”), all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Disputes that are not related to intellectual property or intellectual property rights but are jointly filed with IP Disputes, that are not resolved in accordance with Section 14(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
Arbitration Procedure. All Disputes must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA.
The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and Moonvalley:
YOU AND MOONVALLEY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND MOONVALLEY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Moonvalley or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
Any in-person appearances will be held in the Borough of Manhattan in the State of New York.
You and Moonvalley agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Moonvalley agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.
One Year to Assert Disputes. To the extent permitted by law, any Dispute by you or Moonvalley relating in any way to these Terms, our Services, or any aspect of the relationship between you and Moonvalley as relates to these Terms or our Services, must be filed within one (1) year after such Dispute arises; otherwise, the Dispute is permanently barred, which means that you and Moonvalley will not have the right to assert the Dispute.
Opting Out of Arbitration. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at support@moonvalley.com or by certified mail addressed to ContentFly Inc., 1 King St. W, 4800-238, Toronto, Ontario, Canada M5H 1A1. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.
Rejection of Future Arbitration Changes. You may reject any change we make to Section 14 (except address changes) by personally signing and sending us notice within thirty (30) days of the change via email at support@moonvalley.com or by certified mail addressed to ContentFly Inc., 1 King St. W, 4800-238, Toronto, Ontario, Canada M5H 1A1. If you do, the most recent version of Section 14 before the change you rejected will apply.
Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
Notwithstanding anything to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 14 of these Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
Governing Law
Any Disputes will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Dispute is not subject to arbitration pursuant to Section 14, then the state and federal courts located in the Borough of Manhattan in the State of New York, will have exclusive jurisdiction. You and Moonvalley waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
Modifying and Terminating Our Services
We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms or the Supplemental Terms, unless otherwise expressly stated by Moonvalley in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. If we discontinue providing all or any portion of the Services, we will give you advance notice and a chance to access and move your content and data to another service. We are not responsible for any loss or harm related to your inability to access or use our Services.
Severability
If any portion of these Terms other than Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render these Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve these Terms and the intent of these Terms to the fullest possible extent.
Export Control
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country, or (b) on any of the U.S. government lists of restricted end users.
Miscellaneous
Moonvalley’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
If you have a question or complaint regarding the Services, please send an email to support@moonvalley.com. You may also contact us by writing to ContentFly Inc., 1 King St. W, 4800-238, Toronto, Ontario, Canada M5H 1A1, or by calling us at +1 (855) 631-2009. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us