MoonDAO™ Website Terms and Conditions
The MoonDAO™ website located at www.moondao.com (the “Site”) is an Internet property of MoonDAO DAO LLC d/b/a MoonDAO (“MoonDAO™,” “we,” “our” or “us”). The following MoonDAO™ Website Terms and Conditions (“Terms and Conditions”) are inclusive of the MoonDAO™ Privacy Policy, the Owner Agreements (as defined below), the Community Promotion Rules (as defined below), the Contest Rules (as defined below), the Site’s FAQs, and any and all other applicable MoonDAO™ operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference (collectively, the “Agreement”).
You agree to the Agreement, in its entirety, when you: (a) access or use the Site; (b) access and/or view any of the: (i) links to third-party resources and other information (“Third-Party Links”); and/or (ii) videos, audio, stories, material, text, photographs, graphics, artwork, information and/or other content featured on the Site, as made available by MoonDAO™ (the “Site Content,” and together with the Third-Party Links, the “Content”); (c) purchase or otherwise obtain one of the unique non-fungible tokens (“NFT”) featured on the Site (collectively, “MoonDAO™ NFTs”), including the Ticket To Space NFTs; (d) purchase or otherwise obtain, including in exchange for services provided to MoonDAO™ (“Contribution Services”), one (1) or more MOONEY™ governance tokens (“$MOONEY™ Tokens”) which enable holders (“Token Holders”) to participate in the governance of MoonDAO™ by having the right to vote (“DAO Vote”) their respective number of $MOONEY™ Tokens on MoonDAO™-related issues (“Governance Issues”); (e) access any of the promotional offers (“Community Promotions”) made available exclusively to Token Holders and/or individuals who have joined the MoonDAO™ “Moonlist” (“Moonlist Members”), pursuant to the applicable Community Promotion Rules; (f) access certain interactive features, group chats, message boards and comments sections including, but not limited to, those associated with DAO Votes and Governance Issues (collectively, “Interactive Services”); (g) access certain products and/or services made available exclusively to Token Holders and/or Moonlist Members (“Community Product Offers”); (h) register to enter one or more of the promotional sweepstakes featured on the Site from time-to-time (collectively, the “Contests”) including, without limitation, the Ticket To Space Sweepstakes; (i) access one of MoonDAO’s™ social media pages/accounts on third party social media websites (“Social Media Websites”), such as Discord®, GitHub® and Twitter®* (collectively, “Social Media Pages”); and/or (j) utilize the available registration forms, contact forms and/or contact information made available on the Site as a means to contact directly, or request to be contacted by, MoonDAO™ (collectively, “Contact Services,” and together with the Site, Content, MoonDAO™ NFTs, Contribution Services, $MOONEY™ Tokens, DAO Votes, Governance Issues, Community Promotions, Interactive Services, Community Product Offers, Contests and Social Media Pages, the “MoonDAO™ Offerings”).
Please review the Agreement carefully before accessing the MoonDAO™ Offerings. The Agreement constitutes the entire and only agreement between you and MoonDAO™ with respect to your use of the MoonDAO™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the MoonDAO™ Offerings, and/or the products, services and/or programs provided by and/or through same. Unless explicitly stated otherwise, any future offer(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the MoonDAO™ Offerings shall be subject to the Agreement. If you do not agree to the terms and conditions contained within the Agreement in its entirety, you are not authorized to access and/or use the MoonDAO™ Offerings in any manner or form whatsoever.
THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST MOONDAO™, MOONLIST MEMBERS, TOKEN HOLDERS AND THEIR RESPECTIVE MEMBERS, PARENTS, SUBSIDIARIES, RELATED PARTIES, NFT ARTISTS, THIRD-PARTY VENDORS AND/OR MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.
Discord® is a registered trademark of Discord Inc. (“Discord”). GitHub® is a registered trademark of GitHub Inc. (“GitHub”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Please be advised that MoonDAO™ is not in any way affiliated with Discord, GitHub or Twitter, and the MoonDAO™ Offerings are not endorsed, administered or sponsored by Discord, GitHub or Twitter.
1. Requirements. The MoonDAO™ Offerings are available only to individuals who can enter into legally binding contracts under applicable law. The MoonDAO™ Offerings are not intended for use by individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in their respective jurisdictions). If a user is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in her/his respective jurisdiction) and/or if that user is unable to enter into legally binding contracts under applicable law, that user does not have permission to use and/or access the MoonDAO™ Offerings. MoonDAO™ may terminate a user’s access to the MoonDAO™ Offerings at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where MoonDAO™ believes that such user is: (a) in any way in breach of the Agreement; and/or (b) engaged in any improper conduct in connection with the MoonDAO™ Offerings.
2. Modification. To the extent permissible by applicable law, we may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the MoonDAO™ Offerings. By your continued use of the MoonDAO™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).
3. Registration; Account Log-In. In order to obtain access to the MoonDAO™ Offerings including, without limitation, becoming a Moonlist Member, acquiring $MOONEY™ Tokens and/or acquiring a MoonDAO™ NFT, you may be required to first submit the applicable registration form to MoonDAO™ for review and approval (“Form”). MoonDAO™ reserves the right, in its sole discretion, to deny access to the MoonDAO™ Offerings to anyone at any time and for any reason, whatsoever. The registration data that you must supply on the Form may include, without limitation, some or all of the following: (a) your Wallet (as defined below) ID (where you attempt to join the Moonlist, obtain $MOONEY™ Tokens and/or obtain a MoonDAO™ NFT); (b) your Discord® handle (where you attempt to join the Moonlist); (c) your Twitter® handle (where you attempt to join the Moonlist); (d) your Social Security Number (where you are a potential prize winner in a Promotion); (e) your picture proof of identification, which may include a driver’s license, passport, voting card or similar government issued identification (where you attempt to join the Moonlist and/or are a potential prize winner in a Promotion); and/or (f) any other information requested on the applicable Form (collectively, “Registration Data”).
You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary in order to maintain it in an up to date and accurate fashion. MoonDAO™ will verify and approve all registrants in accordance with its standard verification procedures.
In addition to the foregoing, individuals are not permitted to access the MoonDAO™ Offerings with a Jail-Broken Mobile Device. For purposes of the Agreement, a “Jail-Broken Mobile Device” is a mobile device that runs Apple’s® iOS operating system (including the iPhone®, iPod touch®, iPad® and second-generation Apple TV®) that has had any of its iOS-based software restrictions removed via any procedure that is not fully endorsed and authorized by Apple®.
Apple®, iOS®, iPhone®, iPod touch®, iPad® and Apple TV® are registered trademarks of Apple Inc. (“Apple”). Please be advised that MoonDAO™ is not in any way affiliated with Apple, and the MoonDAO™ Offerings are not endorsed, administered or sponsored by Apple.
4. Wallet, Cryptocurrency and Technology Requirements. Users shall be responsible, at all times, for obtaining and maintaining, at such users’ sole cost and expense: (a) all input/output devices or equipment (such as a computer/mobile device, up-to-date Internet browser version, modems, terminal equipment, computer equipment and software) and communications services (including, without limitation, Internet connection, a functioning an e-mail account, long distance or local telephone services) necessary to access the MoonDAO™ Offerings and for ensuring that such equipment and services are compatible with MoonDAO’s™ requirements; (b) functioning, Ethereum-compatible wallets that are accepted by the OpenSea® marketplace, such as Coinbase®, MetaMask®, Portis® and WalletConnect® (each, a “Wallet”), as such list may be revised from time-to-time by Opensea.io and/or MoonDAO™; and (c) any cryptocurrencies necessary to purchase and/or sell the $MOONEY™ Tokens and/or MoonDAO™ NFTs including, where applicable, Ethereum. MoonDAO™ does not guarantee the quality, speed or availability of the Internet connection associated with any mobile device and/or computer. MoonDAO™ does not guarantee that the MoonDAO™ Offerings can be accessed: (i) on all mobile devices; (ii) through all wireless service plans; (iii) in connection with all Internet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless access fees may apply to use of the MoonDAO™ Offerings through a wireless device. Users are fully responsible for all such charges and MoonDAO™ has no liability or responsibility to any user, whatsoever, for any such charges billed by any wireless carrier.
Coinbase® is a registered trademark of Coinbase Global, Inc. (“Coinbase”). MetaMask® is a registered trademark of ConsenSys Software Inc. (“MetaMask”). OpenSea® is a registered trademark of Ozone Networks, Inc. (“OpenSea”). Portis® is a registered trademark of ShapeShift Global Limited (“Portis”). WalletConnect® is a registered trademark of WalletConnect Inc. (“WalletConnect”). Please be advised that MoonDAO™ is not in any way affiliated with Coinbase, MetaMask, OpenSea, Portis or WalletConnect, and the MoonDAO™ Offerings are not endorsed, administered or sponsored by any of the foregoing entities.
5. MoonDAO™ NFTs. Where you are given access to same, you may purchase/obtain for free, or “mint,” a unique MoonDAO™ NFT via the Site. In order to mint a MoonDAO™ NFT, you must pay the Gas Fees. For purposes of the Agreement, the “Gas Fees” shall mean the amount of “ETH” cryptocurrency charged by Ethereum. Gas Fees are determined by the then-current demand on the Ethereum blockchain, at the time of a given transaction. All purchases of MoonDAO™ NFTs, as well as the terms, conditions and restrictions associated with your ownership and use of same, shall at all times be subject to a separate agreement between you and MoonDAO™ (each, an “Owner Agreement”). Some MoonDAO™ NFTs, such as the Ticket To Space NFTs, will grant the owner entry into a Contest, subject to the applicable Contest Rules. By purchasing or otherwise obtaining an NFT, you are agreeing to the terms and conditions set forth in the applicable Owner Agreement and any applicable Contest Rules. An owner of a MoonDAO™ NFT may obtain certain ownership rights in and to the specific image depicted in the MoonDAO™ NFT as same resides on the blockchain; provided, however, that certain restrictions shall apply with respect to use of same, and that owner shall have only a limited license to the individual layered files, traits and digital works associated with same. By purchasing or otherwise obtaining a MoonDAO™ NFT, you represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (b) listed on any U.S. Government list of prohibited or restricted parties.
MoonDAO™ NFTS are not meant as investment vehicles. We make absolutely no promise or guarantee that MoonDAO™ NFTs will increase in value, or maintain the same value as the amount you paid to purchase same. You understand and agree that MoonDAO™ NFTs have no inherent monetary value, and they should be treated as nothing more than collectibles with potential future value (other than with respect to any related Contest entries) or lack thereof.
6. $MOONEY™ Tokens; Governance Issues; DAO Votes. Where you are given access to same, you may purchase/obtain for free, $MOONEY™ Tokens. $MOONEY™ Tokens enable holders to cast virtual DAO Votes on Governance Issues, such as certain matters related to the mission, values, and operations of MoonDAO™, as well as the allocation of resources to projects that MoonDAO™ undertakes. The determination of which issues and matters associated with MoonDAO™ will be considered Governance Issues** subject to** DAO Votes shall be made by MoonDAO™ in its sole and absolute discretion. All such decisions shall be final and binding on all $MOONEY™ Token** holders, Moonlist Members and other parties. **Each $MOONEY™ Token holder understands and agrees that MoonDAO™ shall not be liable to such $MOONEY™ Token holder or any third-party for any claim in connection with that $MOONEY™ Token holder’s participation, or failure to participate, in any Governance Issues, DAO Votes or other related matters.**
$MOONEY™ Tokens are solely Governance Tokens. $MOONEY™ Token holders do not obtain fractionalized ownership of MoonDAO™ as a result of ownership of $MOONEY™ Tokens. $MOONEY™ Tokens are not meant as investment vehicles. We make absolutely no representation that the $MOONEY™ Tokens will increase in value, or maintain the same value as the amount you paid to purchase same. You understand and agree that the $MOONEY™ Tokens have no inherent monetary value, and they should be treated as nothing more than collectibles with potential future value (other than with respect to DAO Votes and Governance Issues) or lack thereof.
7. Contests. From time-to-time, MoonDAO™ offers Contests by and through the MoonDAO™ Offerings. By providing true and accurate information in connection with the applicable Contest registration form(s) and agreeing to the official rules applicable to each Contest (“Contest Rules”), users can obtain, or attempt to obtain, a chance to win the prizes and other awards offered through each Contest. Each user understands and agrees that MoonDAO™ shall not be liable to such user or any third-party for any claim in connection with that user’s participation in any of the Contests.
8. Community Promotions. Subject to the terms and conditions of the Agreement, MoonDAO™ may make certain Community Promotions available (for free or for a fee) to $MOONEY™ Token** holders and/or Moonlist Members. The Community Promotions may include exclusive Community Product Offers, live events (“Live Events”) and other unique user experiences. **MoonDAO™ may not necessarily supervise the Live Events and, in any event, is not involved in any way with the actions of any individuals, including $MOONEY™ Token holders, Moonlist Members, speakers and/or other attendees, at the Live Events. Please use caution, common sense and safety when attending Live Events. You are solely responsible for your interactions with other individuals in connection with the Live Events. Without limiting the generality of the disclaimers contained in the Agreement and on the Site, because we: (a) do not necessarily supervise nor do we control the Live Events or interactions at Live Events; (b) are not involved in any way with physical transportation to or from Live Events or with the actions of any attendees at Live Events; and (c) cannot guarantee the true identity and age of individuals attending the Live Events, in the event that you have a dispute with one or more individuals in connection with the Live Events, you hereby release MoonDAO™ and the Covered Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. MoonDAO™ reserves the right, but has no obligation, to monitor disputes between you and other individuals in connection with the Live Events. You understand and agree that MoonDAO™ is not responsible or liable in any manner whatsoever for your inability to attend a Live Event.**
9. Community Product Offers. $MOONEY™ Token holders, Moonlist Members and/or other users may be able purchase and/or otherwise obtain any applicable Community Product Offers by and through the Site by completing the applicable purchase process, as further detailed in Section 10 below.** MoonDAO™ does not warrant that the Community Product Offer descriptions are accurate, complete, reliable, current or error free. We have made every effort to display as accurately as possible the colors of Community Product Offer merchandise that appear on the Site. However, as the actual colors you see will depend on your monitor/screen and other factors associated with your computer, mobile device or other device used to access the Site, as applicable, we cannot guarantee that the depiction of any color as viewed by you through your monitor/screen will be accurate.
We reserve the right, but are not obligated, to limit the sales of our Community Product Offers to any person, group, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Community Product Offers. All descriptions of Community Product Offers, as well as Community Product Offer pricing, are subject to change at any time, without notice, in our sole discretion. We reserve the right to discontinue any Community Product Offer(s) at any time. Any Community Product Offers made available on the Site are void where prohibited.
The Site contains Community Product Offer inventory information. This information can be used to estimate the likelihood that the applicable Community Product Offer will be shipped immediately after you place your order. Unfortunately, we cannot guarantee that Community Product Offer listed as “in stock” will actually ship right away, as inventory can change significantly from day-to-day, and hour-to-hour. In rare cases, a Community Product Offer may be in stock when you place your order and sold out by the time that your order is processed. Should this happen, we will notify you via email. If, for any reason, we determine that backordered a Community Product Offer is no longer available, we will cancel your order, notify you immediately via email and provide you with a refund.
In the event that a Community Product Offer is listed at an incorrect price point due to a typographical error or an error in pricing information received from our suppliers, MoonDAO™ shall have the right to refuse or cancel any orders placed for the Community Product Offer so listed at the incorrect price. MoonDAO™ shall have the right to refuse or cancel any order whether or not the order has been confirmed and whether or not the applicable user paid for such Community Product Offer. If a user has already paid for a Community Product Offer and that order is cancelled, MoonDAO™ shall immediately issue a credit to that user’s Payment Method (as defined below) in the amount of the subject charge.
10. Purchases; Billing Provisions.
(a) MoonDAO™ NFTs. Where a user connects her/his/its Wallet to the designated area of the Site, and wishes to obtain: (i) a MoonDAO™ NFT; (ii) a $MOONEY™ Token; (iii) a Community Product Offer; and/or (iv) access to a Community Promotion, then, after authorization by the user, that user’s Wallet will be charged the applicable purchase fee in ETH, if any (the “Purchase Fees”), as well as any applicable Gas Fees in ETH (and together with the Purchase Fees, the “Fees”).
(b) General Billing Provisions.** By making a purchase by and through the Site, you: (i) represent that you are authorized to use the Wallet that you utilized in connection therewith and that any payment information that you provide is true and accurate; and (ii) authorize us to charge the Fees to your Wallet. You must promptly notify us of any changes to your Wallet. Any attempt to defraud through the use of any Wallet, regardless of the outcome, or any failure by you to honor legitimate charges or requests for payment, will result in immediate termination of your access to the MoonDAO™ Offerings (including any MoonDAO™ NFTs, $MOONEY™ Tokens, Community Promotions and/or Community Product Offers) and pursuit of civil litigation and/or criminal prosecution. **UNLESS OTHERWISE INDICATED ON THE SITE AND/OR IN THE OWNER AGREEMENT,** ALL FEES ARE FINAL AND NON-REFUNDABLE.
Subject to the conditions set forth herein and in the applicable Owner Agreements, you agree to be bound by the Billing Provisions of MoonDAO™ in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), MoonDAO™ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Subsequent payment of Fees after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any Fees incurred prior to the applicable amendment or modification.
(d) Electronic Signatures. MoonDAO’s™ authorization to provide and bill for the Fees is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. MoonDAO’s™ reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively (collectively, the “E-Sign Act”). Both laws specifically pre-empt all state laws that recognize only paper and handwritten signatures. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the E-Sign Act and other similar state and federal statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE MOONDAO™ OFFERINGS. Further, you hereby waive any rights and/or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You acknowledge and agree that you have the ability to print information delivered to you electronically, or otherwise know how to store that information in a way that ensures that it remains accessible to you in unchanged form.
11. Content.
(a) General Terms. Subject to the terms and conditions of the Agreement, users that possess the requisite technology shall have the opportunity to view, download and/or interact with all or some of the Content made available by and through the Site and/or other MoonDAO™ Offerings. The Content shall at all times remain subject to the disclaimers set forth in these Terms and Conditions, as well as elsewhere on the Site and in the Agreement. The Content is compiled, distributed and displayed by MoonDAO™, as well as third-party content providers, such as Moonlist Members, $MOONEY™ Token holders, and other third-party entities/individuals (collectively, “Third-Party Providers”). MoonDAO™ does not control the Content provided by Third-Party Providers that is made available by and through the MoonDAO™ Offerings. Please be advised that MoonDAO™ does not verify or fact-check statements made by Third-Party Providers in connection with the Content. Such Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness, safety and/or usefulness of such Content. The Content should not necessarily be relied upon. MoonDAO™ does not represent or warrant that the Content and other information posted by and/or through the MoonDAO™ Offerings is accurate, complete, up-to-date or appropriate. Users understand and agree that MoonDAO™ will not be responsible for, and MoonDAO™ undertakes no responsibility to monitor or otherwise police, Content provided by Third-Party Providers. Users agree that MoonDAO™ shall have no obligation and incur no liability to such users in connection with any Content. Users may find certain Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Content.
(b)** User Content; License Grant to MoonDAO™.** From time-to-time,** MoonDAO™ may publish video, images, text, graphics and other content submitted by users (collectively, “User Content,” which shall herein be deemed a sub-set of Content) by and through the MoonDAO™ Offerings. Each user who makes User Content available to MoonDAO™ for publication by and through the MoonDAO™ Offerings hereby irrevocably grants to MoonDAO™, for good and valuable consideration, the receipt of which is hereby acknowledged, the worldwide right and license to use, reuse and publish any and all User Content, in any and all forms of marketing and promotional material including, without limitation, print advertisements (“ads”), online ads, ads and other promotions appearing on MoonDAO’s™ Social Media Pages and other Social Media Websites, email ads, television ads, radio ads, interactive media, as well as printed extracts and reproductions of any portion thereof (collectively, “Ads”), and for any and all other uses. Each user who makes User Content available to MoonDAO™ for publication by and through the MoonDAO™ Offerings represents and warrants to MoonDAO™ that: (i) such user has all of the rights and authority necessary to submit the User Content for the uses contemplated hereunder, including the right to publish the User Content; and (ii) the publication of the User Content by such user, as well as MoonDAO™ as contemplated hereunder, will not infringe upon or violate the rights of any third-party. Each user who makes User Content available to MoonDAO™ for publication by and through the MoonDAO™ Offerings understands and agrees that: (A) the User Content, in whole or in part, may be edited and/or dramatized, and that any part of the User Content may be used without compensation to such user; and (B) no Ad or other material incorporating or making reference to the User Content need be submitted to such user for approval and MoonDAO™ shall be without liability to such user for any distortion or illusionary effect resulting from its publication of the User Content. Each user who posts User Content expressly: (I) releases MoonDAO™ from any and all claims that such user has or may have for breach of right of publicity, invasion of privacy, defamation, copyright infringement or any other claim or cause of action arising out of or in connection with any production, distribution, duplication, broadcast, exhibition, publication, Ad or promotion utilizing or incorporating the subject User Content, or any other use of the subject User Content whatsoever; and (II) acknowledges and agrees that MoonDAO™ shall not be liable for any causes of action or claims related to the applicable user’s decision to provide the User Content to MoonDAO™.
(c) Non-Endorsement. The publication of any Content provided by Third-Party Providers (including User Content) by and through the MoonDAO™ Offerings does not constitute an endorsement by MoonDAO™ of the subject Third-Party Provider.
12. Interactive Services. In connection with your use of the Interactive Services, DAO Votes, Governance Issues, Social Media Pages and other of the MoonDAO™ Offerings, you agree not to: (a) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person; (f) engage in unauthorized advertising to, or commercial solicitation of, other users; (g) transmit any chain letters, spam or junk e-mail to other users; (h) express or imply that any statements that you make are endorsed by MoonDAO™, without MoonDAO’s™ specific prior written consent; (i) harvest or collect personal information of other users whether or not for commercial purposes, without their express consent; (j) use any robot, spider, search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the MoonDAO™ Offerings; (k) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (l) remove any copyright, trademark or other proprietary rights notices contained on the Site; (m) interfere with or disrupt the MoonDAO™ Offerings and/or the servers or networks connected to same; (n) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e., “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to mobile networks; (p) “frame” or “mirror” any part of the Site without MoonDAO’s™ prior written authorization; (q) use metatags or code or other devices containing any reference to any MoonDAO™ Offerings in order to direct any person to any other mobile application or website for any purpose; and/or (r) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the MoonDAO™ Offerings or any software used in or in connection with the MoonDAO™ Offerings. MoonDAO™ reserves the right to pursue any and all legal remedies against users that engage in the aforementioned prohibited conduct.
13. Social Media Pages. The Site contains links to various Social Media Pages. The Social Media Pages are hosted and made available by third party entities on the Social Media Websites. Your use of Social Media Pages and Social Media Websites shall be governed by those Social Media Websites’ applicable agreements, privacy policies and terms and conditions. You understand and agree that MoonDAO™ shall not be liable to you, any other user or any third party for any claim in connection with your use of, or inability to use, the Social Media Pages and/or Social Media Websites.
14. Compliance with Laws. You acknowledge that there are various rules, regulations and laws that address NFTs, cryptocurrencies and blockchain technology (collectively, “Emerging Technology Laws”), and that Emerging Technology Laws are established by each individual country, province, state or other applicable jurisdiction. In addition to the Emerging Technology Laws, you are also subject to all international, municipal, state and federal laws, rules and regulations of the country, province, city and state in which you reside and from which you access the MoonDAO™ Offerings including, without limitation, applicable import and export laws (together with Emerging Technology Laws, “Applicable Law”). You agree to comply, and are solely responsible for your compliance with, all Applicable Law. You acknowledge and agree that your purchase and/or sale of MoonDAO™ NFTs and use of cryptocurrency in connection therewith is at your own risk, and you agree not to hold MoonDAO™ responsible or liable if Applicable Law restricts or prohibits your access to, or ability to purchase and/or sell, MoonDAO™ NFTs.
15. Cancellation of Moonlist Membership; MoonDAO™ Offerings; Community Participation. You may: (a) cancel your Moonlist Membership; (b) cease participating in DAO Votes; and/or (c) cease participating in Governance Issues at any time if you are not completely satisfied. To cancel your Moonlist Membership, simply e-mail us at: info@moondao.com, or cease using your Moonlist Membership. In addition, MoonDAO™ reserves the right to cancel any user’s access to the MoonDAO™ Offerings for any reason or no reason, including where MoonDAO™ believes that such user is in breach of the Agreement, in MoonDAO’s™ sole and absolute discretion. You understand and agree that this Section 15 contains your sole right and remedy with respect to any dispute with MoonDAO™. Upon any termination and/or cancellation of your access to the MoonDAO™ Offerings, your license grant, as set forth in Section 16 hereinbelow shall immediately terminate. You shall not receive any refund for Fees previously paid up to the date of cancellation or termination.
16. License Grant. As a user of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the MoonDAO™ Offerings and all other materials, products and/or services posted or made available by and through same (collectively, “MoonDAO™ Materials”) in accordance with the Agreement. MoonDAO™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by MoonDAO™, you may only use the MoonDAO™ Materials for your own personal, non-commercial use. No part of the MoonDAO™ Materials may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the MoonDAO™ Materials and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the MoonDAO™ Materials. You may not use MoonDAO™ Materials in conjunction with any other third-party content (e.g., to provide sound for a film). You may not exploit any aspect of the MoonDAO™ Materials for any commercial purposes not expressly permitted by MoonDAO™ (including the bundled sale of such MoonDAO™ Materials). Systematic retrieval of the MoonDAO™ Materials by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from MoonDAO™ is strictly prohibited. You further agree to indemnify and hold harmless MoonDAO™ for your failure to comply with this Section 16. MoonDAO™ reserves any rights not explicitly granted in the Agreement.**
17. Proprietary Rights. All MoonDAO™ Materials are owned or licensed by or to MoonDAO™, and is protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of MoonDAO™ Materials may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without MoonDAO’s™ prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any MoonDAO™ Materials. The posting of information or material on the Site by MoonDAO™ does not constitute a waiver of any right in or to such information and/or materials. MoonDAO™ reserves all rights not expressly granted hereunder. The “MoonDAO,” “$MOONEY™” and “Moonlist” names and logos are trademarks of LuckDAO Limited d/b/a MoonDAO. All other trademarks are the property of their respective owners. The use of any MoonDAO™ trademark without MoonDAO’s™ express written consent is strictly prohibited.
18. Indemnification. To the fullest extent permissible by applicable law, you agree to indemnify and hold the Covered Parties harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your unauthorized and/or improper use of the MoonDAO™ Offerings; (b) your breach of the Agreement and/or violation of Applicable Law; (c) any dispute between you and any other users and/or other third parties; (d) any claim that MoonDAO™ owes any taxes in connection with your use of the MoonDAO™ Offerings; and/or (e) your violation of any rights of another individual and/or entity. The provisions of this Section 18 are for the benefit of MoonDAO™ and the other Covered Parties. To the fullest extent permissible by applicable law, each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
19. Disclaimer of Warranties. THE MOONDAO™ OFFERINGS, MOONDAO™ NFTS, $MOONEY™ TOKENS, MOONDAO™ MATERIALS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MOONDAO™ MAKES NO WARRANTY THAT THE MOONDAO™ OFFERINGS, MOONDAO™ NFTS, $MOONEY™ TOKENS, MOONDAO™ MATERIALS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME, AS WELL AS BLOCKCHAIN TECHNOLOGY: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; (E) WILL RESULT IN ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (F) WILL RESULT IN YOUR ACCESS TO ANY DAO VOTES AND/OR YOUR INFLUENCING ANY GOVERNANCE ISSUES; AND/OR (G) WILL BE ACCURATE OR RELIABLE. THE MOONDAO™ OFFERINGS, MOONDAO™ MATERIALS, MOONDAO™ NFTS, $MOONEY™ TOKENS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MOONDAO™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOONDAO™, ANY USERS, THIRD-PARTY CONTENT PROVIDERS OR OTHERWISE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Please be aware that the prices of NFTs are extremely volatile, and price fluctuations in ETH could impact the value of your MoonDAO™ NFTs and/or $MOONEY™ Tokens both positively and negatively. Given this volatility, MoonDAO™ NFTs and $MOONEY™ Tokens should not be considered investments. You assume all risks in connection therewith. No information and/or Content made available by and/or through the MoonDAO™ Offerings is or should be considered advice or an invitation to enter into an agreement for any investment purpose. Further, no element of the MoonDAO™ Offerings qualifies or is intended to be an offering of securities in any jurisdiction, nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. It remains your sole and exclusive responsibility to assure that the purchase and sale of MoonDAO™ NFTs and/or $MOONEY™ Tokens, and the use of cryptocurrencies, complies with the laws and regulations of your jurisdiction.
You assume all risks associated with using an Internet-based cryptocurrency including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies which could, in turn, impact the value of your MoonDAO™ NFTs and/or $MOONEY™ Tokens. You understand and accept all risk in that regard. Without limiting the foregoing, you assume all responsibility for any adverse effects of disruptions or other issues impacting ETH and/or the Ethereum platform.
20. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOONDAO™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOONDAO™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE MOONDAO™ OFFERINGS, MOONDAO™ NFTS, $MOONEY™ TOKENS, MOONDAO™ MATERIALS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE SITE; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (D) ANY MATTER RELATED TO THE ETHEREUM PLATFORM OR CRYPTOCURRENCY, BLOCKCHAIN TECHNOLOGY AND/OR ANY USER’S WALLET; (E) THE FAILURE TO REALIZE ANY SPECIFIC INVESTMENT OUTCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (F) YOUR FAILURE TO OBTAIN ACCESS TO ANY DAO VOTE AND/OR TO INFLUENCE ANY GOVERNANCE ISSUE; AND/OR (G) ANY OTHER MATTER RELATING TO THE MOONDAO™ OFFERINGS, MOONDAO™ NFTS, $MOONEY™ TOKENS, MOONDAO™ MATERIALS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU HEREBY RELEASE MOONDAO™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF MOONDAO™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MOONDAO™. ACCESS TO THE MOONDAO™ OFFERINGS, MOONDAO™ NFTS, $MOONEY™ TOKENS, MOONDAO™ MATERIALS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND, IN SUCH JURISDICTIONS, THE LIABILITY OF MOONDAO™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
21. Legal Warning. If you bypass or disable any portion of the MoonDAO™ Offerings or associated software including, without limitation, the operation of MoonDAO™ systems, or you attempt to circumvent or tamper with the MoonDAO™ NFTs in any way, you are in violation of the Agreement and MoonDAO™ may suspend or terminate your access to the MoonDAO™ Offerings without notice. Termination of your Account will not excuse you from any criminal or other civil liabilities that may result from your actions.
22. Third-Party Websites. The MoonDAO™ Offerings may provide links to other Internet websites and/or resources including, without limitation, the Social Media Sites and the OpenSea® marketplace. Because MoonDAO™ has no control over such third party websites and/or resources, you hereby acknowledge and agree that MoonDAO™ is not responsible for the availability or content of such third party websites and/or associated resources. Furthermore, MoonDAO™ does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials available at or from such third party websites or resources, or for any damages and/or losses arising therefrom or associated therewith.
23. User Information. All User Content, comments, information, Registration Data and/or materials that you submit through or in association with the MoonDAO™ Offerings shall be subject to the MoonDAO™ Privacy Policy. For a copy of the MoonDAO™ Privacy Policy, please Click Here[HYPERLINK PRIVACY POLICY].
24. Copyright Policy/DMCA Compliance. MoonDAO™ reserves the right to terminate the account of any user who infringes upon third-party copyrights. If any user or other third-party believes that a copyrighted work has been copied and/or posted via the MoonDAO™ Offerings in a way that constitutes copyright infringement, that party should provide MoonDAO™ with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location of the copyrighted work that such party claims has been infringed upon; (c) a written statement by such party that it has a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) such party’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such party that the above information in such party’s notice is accurate and, under penalty of perjury, that such party is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for MoonDAO’s™ Copyright Agent for notice of claims of copyright infringement is as follows:
Klein Moynihan Turco LLP Attn: Copyright Attorney 450 Seventh Avenue, 40th Floor New York, NY 10123 info@kleinmoynihan.com Fax: (212) 216-9559
25. Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in New York, NY and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). The parties (and Covered Parties) hereby agree to arbitrate all claims that may arise under and/or relate to the MoonDAO™ Offerings and/or the Agreement. Without limiting the foregoing, should a dispute arise between the parties/any Covered Parties including, without limitation, any matter concerning the MoonDAO™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties/Covered Parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association (“AAA”) in New York, NY, in accordance with the then current Commercial Arbitration rules of the AAA; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here[INSERT LINK]. The Covered Party(ies) named in your Initial Dispute Notice (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the AAA, in your county of residence, by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than the applicable Final Settlement Offer, then the Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Named Party(ies) will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have a right to an award of attorneys’ fees and expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies) will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against any of the Covered Parties. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that any Covered Party incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.
26. California User Consumer Rights. In accordance with Cal. Civ. Code Sec. 1789.3, California State resident users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov.
27. Miscellaneous. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. The Agreement is personal between you and MoonDAO™ and it governs your use of the MoonDAO™ Offerings and MoonDAO™ Materials. To the extent that anything in or associated with the MoonDAO™ Offerings is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence; provided, however, that with respect to: (a) the MoonDAO™ NFTs, to the extent that anything in these Terms and Conditions is inconsistent with the Owner Agreement, the Owner Agreement shall take precedence; (b) any Contests, to the extent that anything in these Terms and Conditions is inconsistent with the applicable Contest Rules, those Contest Rules shall take precedence; and/or (c) any Community Promotions, to the extent that anything in these Terms and Conditions is inconsistent with the applicable Community Promotion Rules, those Community Promotion Rules shall take precedence. MoonDAO’s™ failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.
28. Contact Us. If you have any questions about the Agreement or the practices of MoonDAO™, please feel free to e-mail us at: info@moondao.com]; or send us U.S. Mail to: MoonDAO, 398B Capp St., San Francisco, CA, 94110.
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