General Information

Welcome to Moonsworth Studios. These Terms govern your access to and use of the Services, as defined herein, and any associated content related updates, upgrades, and features. These Terms are a legally binding agreement between you and Moonsworth LLC. Read these Terms carefully before using the Services. By accessing or using the Services, you hereby agree and assent to all terms, conditions, and obligations herein. IF YOU DO NOT AGREE WITH THESE TERMS OR ANY PORTION THEREOF, YOU MAY NOT USE OR OTHERWISE ACCESS THE SERVICES. 

We may amend these Terms at any time by posting a revised version on the Website. Each revised version will state its effective date, which will be effective on or after the date on which it is posted or sent. Your continued use of the Services after the effective date of such revision constitutes your acceptance of the revised Terms.

These Terms include, by reference, the Moonsworth Studios  Privacy Policy, as amended from time to time. 

These Terms do not apply to the Lunar Client, the Lunar Client store, the online website found at http://www.moonsworth.com, or any products or services provided by Moonsworth LLC other than the Services, as such term is defined herein. Usage of such sites are governed by their respective terms of service.

BY USING THE SERVICES, YOU CONFIRM THAT YOU ARE ABOVE THE MINIMUM AGE AND ARE NOT BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW. 

THE SERVICES ARE NOT DIRECTED TO CHILDREN UNDER 13 AND YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER 13 YEARS OLD. BY ACCESSING AND/OR USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. IF YOU ARE OVER THE AGE OF 13 BUT UNDER THE AGE OF 18 OR OTHERWISE UNDER THE LEGAL AGE OF THE MAJORITY IN YOUR JURISDICTION OF RESIDENCE, YOU MAY ONLY USE THE SERVICES WITH PERMISSION FROM AND UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 6 OF THESE TERMS.

1. Definitions

“Company” means Moonsworth LLC. References to “us” “we,” or “our” means Company, including any and all subsidiaries, parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors. Company does not include affiliates or third parties (analytics or ad tech companies, or similar organizations).

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“Dispute” means any controversy related to this agreement, including without limitation claims arising out of or relating to any aspect of the relationship between you and Company, claims that arose before these Terms, and claims that may arise after the termination of these Terms; however, this does not include claims related to or arising from the enforcement or protection of Intellectual Property Rights, and is subject to any applicable statutory consumer rights laws in your local jurisdiction.

“Editing Services” means the video editing services provided by Company and offered on the Website.

“Intellectual Property Rights” means, any and all right, title, and interest of every kind whatsoever, whether now known or unknown, in and to patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including, without limitation, all applications and registrations relating to the foregoing.

“Notice” means a delivered writing by email, courier, or postal delivery to the other party at their respective address and will be effective upon receipt.

“Privacy Policy” means our policy regarding data collection and processing, which also governs your use of the Services and is incorporated herein by reference.

“Protected Content” means all content, included as part of the Services and any compilation thereof including, without limitation, the Editing Services, the look and feel of the Services, text, graphics, designs, and any other works of authorship or other materials contained therein, whether or not protectable by copyright, trademark, or other applicable law or legal theory. 

“Services” means the Website and all other applications, content, tools, features, and functionality offered on or through our Website and any associated services or materials thereon. 

“Services Agreement” means an agreement for the Editing Services entered into by Company and the party commissioning the Editing Services.

“Terms” means these terms of service and any terms, conditions, covenants, representations, warranties, obligations, and licenses contained herein.

“Transaction” means your commissioning or obtaining of Editing Services offered by the Company through the Website.

“User,” “you” or “your” means any user of the Services, or any owner, officer, employee, affiliate, or agent of the same that uses the Services or any portion thereof.

“User Generated Content” means information, materials, and content that you upload or share via the Services, including but not limited to video footage and photographs uploaded to the Website or otherwise provided to Company for the purpose of commissioning the Editing Services.

“Website” means the online website “https://studios.moonsworth.com/” including all sub-pages, sub-domains, and associated domains thereof. 

2. Editing Services

We may make available for commission, certain Editing Services, on the Website. Any offer for Services or the Editing Services made on this Website is void where prohibited. All information regarding the pricing and scope of the Editing Services is subject to the applicable Services Agreement negotiated between you and Company. In the event of a conflict between these Terms and the terms of a Services Agreement, the terms of the Services Agreement shall control.

3. Transactions

If you wish to make a Transaction for the commissioning of Editing Services advertised on with this Website, you are required to pay the flat fee and any other applicable fees (together, the “Fees”) set forth in the applicable Services Agreement. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. All Fees will be paid in the manner set forth in the Services Agreement. To the extent the Services Agreement indicates that the Fees shall be paid via a third party payment processor (each a “Third-Party Platform”), you may be subject to any agreement with such Third-Party Platform. If Company receives notice that your activity violates any agreement between you and or any Third-Party Platform, Company may, in our sole discretion take action against your account to bring you into compliance with such agreements. Such actions may include canceling a Transaction, suspending your Transaction privileges and/or removing certain payment methods. You agree to provide current, complete, and accurate purchase information for all transactions conducted via Third-Party Platforms. Company may, in its sole discretion, choose to not process or to cancel your Transaction in certain circumstances. This may occur when we suspect the request is fraudulent, or in other circumstances Company deems appropriate in its sole discretion. Company also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Company will either not charge you or refund the charges for orders that we do not process or cancel. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR INDIRECT DAMAGES FOR THE DAMAGE, INJURY, OR LOSS OF LIFE OR PROPERTY OR REVENUE EVEN IF THE DAMAGE, INJURY, OR LOSS IS CAUSED BY THE NEGLIGENCE OR OTHER FAULT OF THE COMPANY REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE EDITING SERVICES DELIVERED TO YOU HEREUNDER. YOU AGREE THAT ALL EDITING SERVICES COMMISSIONED IN THE TRANSACTION ARE PROVIDED “AS-IS.” ALL IMPLIED WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXPRESSLY DISCLAIMED BY COMPANY.

4. User Generated Content

You may provide us with User Generated Content as part of the Services or any Transaction, including any assets you provide for the purpose of editing. You represent and warrant that (i) you own or otherwise have the necessary rights to use and to grant us the right to use the User Generated Content you provide to us, and (ii) the User Generated Content will not infringe or violate any third-party rights including, without limitation, any publicity, copyright, trademark, or intellectual property rights. We reserve the right, at our sole discretion, to refuse or cancel any Transaction for any reason, including if we believe that the User Generated Content provided as part of a Transaction violates these Terms.

5. License Restrictions and Prohibited Conduct 

You are granted a non-exclusive, non-transferable, revocable License to access and use the Services, strictly in accordance with these Terms. As a condition of your use of the Services, you represent and warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not do any of the following with respect to the Services or any components thereof: 

1. Use the Services commercially or for a promotional purpose, except as otherwise authorized herein; 
2. Copy, reproduce, distribute, display, publicly perform, publish, or use the Services or any portion or aspect thereof, in any way that is not expressly authorized in these Terms;
3. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that this activity is expressly permitted by the applicable law of your country of residence; 
4. Modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent that such activity is expressly permitted by these Terms or by applicable law notwithstanding this limitation;
5. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services; 
6. Access any the Services or any website, server, software application, or other computer resource owned, used and/or licensed by Company, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Company may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed to Company; 
7. Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services;
8. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; 
9. Use the Services in any manner which could damage, disable, overburden, or impair the Website or otherwise interfere with any other party's use and enjoyment of the Services;
10. Attempt to indicate in any manner that you have a relationship with Company or that Company has endorsed you or any products or services for any purpose;
11. Harvest or collect the email addresses or other contact information of other Users; 
12. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
13. Infringe the rights of any third party, including but not limited to intellectual property, privacy, and publicity rights;
14. Defame, harass, abuse, threaten, or defraud any third party; 
15. Collect, or attempt to collect, personal information about users or third parties without their consent;
16. Use the Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy. 

Company also reserves all available legal rights and remedies to prevent the unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your internet service provider.

6. Children Under 18

1. By using the Services, you warrant and represent that you: (1) are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of this agreement; or (2) are a minor who has been authorized under the provisions of Section 6(b) below.

2. If you are the legal guardian of a minor, you can choose to allow use of the Services by that minor instead of yourself subject to the following provisions:

• You acknowledge, and further agree that the aforementioned minor is entering into an agreement with your consent;
• You acknowledge, and further agree you are entirely responsible for all the provisions in these Terms;
• You acknowledge, and further agree, you are legally responsible for all actions of that minor, including but not limited to any payments, damages and/or liabilities related to the actions of that minor;
• In consideration of Company allowing access to the Services by a minor, and in addition to the indemnification provisions set forth herein, the foregoing adult hereby guarantees and agrees to pay for any and all liabilities of any nature whatsoever incurred under this agreement and to defend, indemnify and hold harmless Company with respect thereto.

7. Electronic Communication

Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Services, you consent to receive electronic communications and you agree that all agreements, Notices, disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.

8. Intellectual Property Ownership

Except to the extent the User Generated Content appears therein, the Protected Content is the property of Company or its third-party suppliers and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright, trademark and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Protected Content, in whole or in part, found within the Services. Your use of the Services does not entitle you to make any unauthorized use of any of the Protected Content, and in particular you shall not delete or alter any proprietary rights or attribution notices in any Protected Content. You shall use Protected Content solely for your personal use, as outlined in these Terms, and will make no other use of the Protected Content without the express written permission of Company and/or Protected Content’s third-party owner, if applicable. You acknowledge and agree that you do not acquire any ownership rights in any Protected Content. Except as provided for herein, these Terms do not grant any licenses, express or implied, to the Protected Content or any other intellectual property of Company, our licensors, or any third party.

9. Service Availability and Termination

You acknowledge and agree that: 

1. Company has the discretion to immediately terminate or restrict access to the Services or any portion thereof, at any time, for any reason, without Notice and without liability to you;

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2. Access to the Services may be interrupted for reasons within or beyond the control of Company and that Company cannot and does not guarantee you will be able to use the Services whenever you wish to do so; and 

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3. The Services may not be offered in all countries or geographic locations. 

10. Company Disclaimer and Limitation of Liability and Remedies

COMPANY IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, INSURER OR CHARITABLE ORGANIZATION. 

All information and content provided by Company through the Services is for informational and entertainment purposes only and Company does not guarantee the accuracy, completeness, or timeliness or reliability of any such information or content.

No content or information is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding use of the Services or the purchase any other good or service, whether virtual or tangible, offered by the Services or any third party, you should consult your financial, legal, tax, or other professional advisers as appropriate. You acknowledge that you access content or information through the Services at your own risk and you are solely responsible for making the final determination as to the value and appropriateness of using the same.

USERS ARE NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PROVIDE FINANCIAL SUPPORT OR ASSISTANCE TO USERS. YOU HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR USERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF GOOD AND WORKMANLIKE QUALITY,  WARRANTY OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY COMPANY, YOUR REMEDIES SHALL BE LIMITED TO AN ACTION FOR DAMAGES, IF ANY AND AS LIMITED ABOVE AND IN NO EVENT SHALL YOU BE ENTITLED TO SEEK TO ENJOIN OR RESTRAIN COMPANY’S PERFORMANCE IN ANY MANNER. ACCORDINGLY, YOU EXPRESSLY AGREE THAT ANY DAMAGE TO YOU WILL NOT BE IRREPARABLE OR OTHERWISE INCALCULABLE SO AS TO ENTITLE YOU TO SEEK AND/OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF.

11. Representations and Warranties

In addition to any other representations and warranties made herein, you hereby represent and warrant that (a) you are not prohibited from receiving or using any aspect of the Services under applicable laws and (b) Company has not previously disabled your access to the Services for a violation of the law or these Terms or other applicable agreements.

12. Links to Third Party Sites

The Services may contain links to third-party websites including those that may allow you to purchase certain goods and services related to the Services. The third-party websites are not under the control of Company and Company is not responsible for the contents of the same, including without limitation any link contained therein. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the third-party website or any association with its operators. 

13. Device and Internet Connection

Use and access of the Services may require the use of your personal computer, laptop, tablet, or mobile device, as well as communication with or use of space on such device. You are solely responsible for all internet and/or mobile data connection and all associated fees that you incur when accessing the Services. 

14. International Users

The Services are controlled, operated and administered by Company from our offices within the United States. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

15. Release

You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third-party (including other Users) in connection with the Services and any content therein. In furtherance of the foregoing, you hereby waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

16. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and assigns from and against any and all claims, losses, costs, debt, liabilities and expenses (including, but not limited to attorney’s fees) arising from (i) your misuse of and access to the Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, intellectual property, or privacy right; (iv) your use of or inability to use the Services; (v) any claim that you caused damage to a third-party; and (vi) your misuse of any Editing Services.

17. Dispute Resolution

In the event of a Dispute between the parties arising out of or concerning these Terms, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then, except as provided below, the parties agree to submit the matter to mediation to a mutually acceptable mediator. In the event the parties are not able to resolve such Dispute through mediation within thirty (30) days of the date on which the initiating party notified the other party of the Dispute, the parties hereby agree to submit any Dispute they cannot resolve through mediation to final and binding arbitration. The arbitration will be conducted in New Castle County, Delaware before a single neutral arbitrator in accordance with the rules of JAMS. The arbitration will be conducted remotely unless the arbitrator believes an in-person hearing is required, in which case the location of the arbitration hearing will be determined by JAMS rules. The arbitrator will follow Delaware law in adjudicating the Dispute. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Interpretations of these Terms, including determinations of unconscionability, will be determined by the arbitrator selected through this provision. The Arbitrator shall determine the scope and enforceability of this agreement to arbitrate, including whether any Dispute is subject to arbitration and shall rule on any defense, raised by a party hereto, that the claim(s) in question is exempt from this arbitration requirement. As part of the arbitration, the parties shall engage in the exchange and/or discovery of non-privileged information relevant to the Dispute, in accordance with JAMS rules. 

The foregoing shall not apply to any claims that fall under the auspices of a small claims court of competent jurisdiction and either party may seek appropriate relief therein.

The parties acknowledge and agree that any action with respect to your infringement or alleged infringement of any Intellectual Property Rights, any action in which Company seeks equitable relief, or any other action that may not be submitted to arbitration under applicable law, including the enforcement of any arbitration ruling, shall be tried by a court of competent jurisdiction located in New Castle County, Delaware. For that limited purpose, you hereby consent to the jurisdiction of the State of Delaware and agree that its laws will be used to resolve any disputes hereunder. 

18. Class Action Waiver

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

19. Access Restriction

Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

20. Severability

In the event that any provision of these Terms are determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

21. Miscellaneous

Company’s performance of the obligations described herein is subject to existing laws and legal process, and nothing contained in these Terms are in derogation of Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Company with respect to such use.

These Terms, the Privacy Policy, and any other document incorporated herein by reference constitute the entire agreement between you and Company with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Services. A printed version of these Terms and of any Notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.

These Terms are non-transferable, and you may not assign your rights and obligations under these Terms without the express written consent of Company.

If you have any questions regarding your use of the Services or compliance with these Terms, please contact us at privacy@moonsworth.com.

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