Last updated: January 21, 2024
Website Terms of Use
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS AN END USER (AS DEFINED BELOW) (“END USER” OR “YOU”) AND MOOD, LLC (“MOOD” OR “WE”). THIS WEBSITE TERMS OF USE AGREEMENT, TOGETHER WITH ALL MOOD RULES AND POLICIES (IF AND AS APPLICABLE, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND MOOD REGARDING YOUR ACCESS TO AND USE OF THE MOOD WEBSITE (“WEBSITE”). BY ACCESSING OR USING THE WEBSITE, YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT.
THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE WEBSITE. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND RESOLUTION OF DISPUTES THROUGH ARBITRATION, AND A WAIVER OF CLAIMS BROUGHT BY CLASS ACTION.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT, DO NOT USE OUR WEBSITE.
1. SCOPE AND ACCEPTANCE
Anyone who accesses or uses our Website is an “End User.” The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of the Website and use of any and all information or data of any kind arising from access to, or use of, the Website, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right, in our sole discretion, to change this Agreement from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Website is deemed to be your acceptance of this Agreement, and any changes thereto.
If you are accessing or using any part of the Website on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
2. OPERATION
The specific features and functionality of the Website are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Website. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Website at any time.
3. INNACURACIES
We make great efforts to provide accurate information on the Website. However, we disclaim—and you release us from any liability regarding—errors, inaccuracies, and omissions of the Website. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Mood makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Website. If you believe any portion of the Website includes an error or inaccuracy, please notify us.
4. PERMITTED USE
Certain Mood materials provided through the Website are protected by intellectual property laws, including but not limited to U.S. copyright laws. You expressly acknowledge and agree that the content accessible through the Website, unless otherwise stated on the Website, is the property of Mood and its content providers, and Mood and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Website and related materials solely for your own non-commercial use. Except as expressly provided in this Agreement, all rights are reserved. Nothing contained in this Agreement or on the Website shall be construed as conferring by implication, estoppels or otherwise any license or right under any intellectual property of Mood, or any third party.
Except as expressly permitted by the Agreement, in connection with the use of the Website, you may not:
(a) alter or modify the Website, or make any electronic reproduction, adaptation, distribution, performance, or display of the Website, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Website; or
(b) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Website, or related materials; or
(c) remove or modify any proprietary notice or labels on the Website, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website; or
(d) use the Website for any non-authorized purpose or any illegal purpose; or
(e) copy, modify, erase, or damage any information contained on computer servers used or controlled by Mood or any third party; or
(f) use the Website to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; or
(g) access or use any password-protected, secure, or non-public areas of the Website, or access data on the Website not intended for you, except as specifically authorized by Mood; or
(h) impersonate or misrepresent your affiliation with any person or entity; or
(i) use any automated means to access or use the Website, including scripts, bots, scrapers, data miners, or similar software, or display the Website, or portions thereof, in things (e.g., framing, scraping, etc.), or submit any content from the Website to any artificial intelligence, large language model, or machine learning technology, without our express written permission; or
(j) attempt to or actually disrupt, impair, or interfere with the Website, or any information, data, or materials posted and/or displayed by Mood; or
(k) attempt to probe, scan, or test the vulnerability of the Website or breach any implemented security or authentication measures, regardless of your motives or intent; or
(l) attempt to interfere with or disrupt access to or use of the Website by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
(m) post any content to the Website that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including Mood’s rules and policies.
5. THIRD PARTY PROPERTIES REFERRED TO ON THE WEBSITE
Our Website may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by Mood (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by Mood of any such Third Party Properties. You acknowledge that Mood is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Mood is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. Mood does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on our Website, you do so at your own risk.
6. AVAILABILITY OF THE WEBSITE
It is not possible to operate our Website with 100% guaranteed uptime. Mood will make reasonable efforts to keep our Website operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Website. You agree that Mood shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Website.
7. DISCLAIMERS
THE WEBSITE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED, MOOD DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, INCLUDING EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REGARDING (A) THE WEBSITE; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
MOOD MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL OR CONTENT DISPLAYED ON OR OFFERED THROUGH THE WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. MOOD ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY AND RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL MOOD OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE OR RELATING TO ANY MATERIALS, INFORMATION, QUALIFICATION, OR RECOMMENDATIONS ON THE WEBSITE, EVEN IF MOOD OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “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 HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Despite the foregoing limitation of liability for damages, if a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall not exceed one hundred U.S. dollars ($100).
9. INDEMNITY
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MOOD, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE WEBSITE OR THE INFORMATION CONTAINED ON THE WEBSITE.
10. TERMINATION
You agree that Mood may, to the extent feasible, in its sole discretion, and without prior notice, terminate your access to or use of any portion of our Website at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Mood for which monetary damages would be inadequate. You consent to Mood’s obtaining any injunctive or equitable relief that Mood deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Mood may have at law or in equity.
11. INTELLECTUAL PROPERTY INFRINGEMENT COMPLAINTS
If you believe a work protected by a U.S. copyright you own has been posted on the Website without authorization, you may notify our copyright agent, and provide the following information:
(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed;
(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
(d) your name, mailing address, telephone number, and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify Mood of a claimed copyright infringement, please contact:
Mood
77 Chestnut Street
Boston, MA 02118
info@mood.org
12. GENERAL
12.1 Modifications
At any time and in Mood’s sole discretion, we may add, delete, or modify the Agreement. We will use commercially reasonable efforts to publish any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Website. All changes to the Agreement shall be effective immediately.
12.2 Access and Use Where Prohibited
Access to and use of our Website are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this provision.
12.1 Operation of the Website from the United States of America
By accessing and using the Website, you acknowledge and agree that Mood controls and operates all parts of the Website from the United States of America and that the Website, and the information contained on the Website, is intended for use by End Users located in the United States of America. Other countries may have laws and regulatory requirements that differ from those in the United State of America. Unless expressly stated to the contrary, Mood makes no representation that the Website, or the information contained on the Website, is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all material and content found on or accessible through the Website are solely directed to individuals, companies, or other entities located in the United States of America. Mood reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Website is void where prohibited. If you access or use the Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Website in violation of applicable export laws and regulations.
If you access the Website from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.
12.2 Applicable Law
The interpretation of this Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to the choice or conflicts of law provisions of any jurisdiction.
12.3 Dispute Resolution
In the event of a dispute relating to your access to and use of the Website or this Agreement, you and Mood agree to seek an amicable agreement and to communicate with each other all necessary information to this end.
(a) Internal Dispute Resolution and Mediation.
If any dispute or claim arises between the you and Mood in connection with this Agreement, you and Mood agree to discuss and seek to resolve such dispute or claim in good faith through internal dispute resolution. If you and Mood are unsuccessful in resolving any such dispute or claim, either party may seek to submit the dispute or claim to arbitration by sending notice of the same to the other party.
(b) Arbitration.
If the parties’ good-faith attempts to resolve a dispute or claim by internal dispute resolution, such dispute or claim shall be resolved through final, binding arbitration under the substantive and procedural requirements of the Federal Arbitration Act. The arbitration shall be conducted by a single, neutral arbitrator chosen by the parties, and conducted in a location mutually agreed to by the parties or, if the parties cannot agree, chosen by the arbitrator. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Should any party refuse or neglect to choose an arbitrator or otherwise sincerely and in good faith participate in the arbitration process, then the arbitrator is empowered to proceed with one side alone. The parties agree that the arbitrator, and not a court, shall have exclusive jurisdiction over the interpretation, validity, and scope of this arbitration agreement. Except as expressly provided otherwise below, no party shall file or maintain any lawsuit in any court against the other, and the parties agree that any suit filed in violation of this arbitration agreement shall be dismissed by the court in favor of an arbitration conducted pursuant to this agreement. Each party shall bear its own expenses and the parties shall equally share the arbitration filing fee, arbitrator’s compensation, facilities fees, and other administrative fees. However, if the claim or defense of any party is upheld by the arbitrator in all material respects, then the prevailing party shall be promptly reimbursed by the other party for its reasonable attorneys’ fees and disbursements, the reasonable costs of its experts and witnesses, and all other fees, costs and expenses of the arbitration. Any award of the arbitrator shall be in writing and shall state the reasons for the award. Any remedy available from a court under the law shall be available in the arbitration. Judgment upon an award may be entered in any court having competent jurisdiction. Any judgment therein may be enforced in any court having jurisdiction. The parties, their representatives and participants and the arbitrator shall hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award. If any provision of this arbitration agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the agreement. If this arbitration agreement is declared unenforceable and cannot be administered, interpreted, or modified to be enforceable, the parties agree any such dispute shall be commenced and maintained exclusively in the state or federal courts in the Commonwealth of Massachusetts and the parties each consent to the personal jurisdiction of said courts. Any dispute or claim shall be brought solely in the party’s individual capacity, and not as a representative, private attorney general or class member in any purported class action, representative proceeding, mass action or consolidated action.
(c) WAIVER OF JURY TRIAL.
THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS ARBITRATION AGREEMENT, ALL PARTIES ARE GIVING UP THEIR RIGHT TO A JURY TRIAL AND, IF APPLICABLE, ANY RIGHTS THEY MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS.
(d) Equitable Remedies and Immediate Relief.
It is specifically agreed that a breach of the provisions of this Agreement concerning the use and/or non-disclosure of proprietary or confidential information may result in irreparable injury for which there is no adequate remedy at law. Accordingly, and without prejudice to a party’s remedies available at law, a party who claims such a breach will be entitled to seek specific performance, injunctive relief, or other equitable remedies without proof of actual damages or the posting of a bond. Nothing herein shall any party from seeking immediate injunctive relief pursuant to the Emergency Measures of Protection procedures in the AAA Commercial Rules if, in its judgment, such relief is necessary to protect its interests prior to utilizing or completing this dispute resolution process. Such remedy shall be in addition to all other remedies, including money damages, available to such party at law or in equity.
12.4 Unsolicited Materials and End User’s Grant of Limited Licensed
In operating our Website, Mood does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Website, our mail and e-mail addresses, or in any other way. Any information or material submitted or sent to Mood (including, but not limited to, comments, questions, feedback, data, suggestions, ideas and the like) will be deemed to be not confidential or secret. By submitting or sending information or other material to Mood, you represent and warrant that the information is original to you and that no other party has any rights to the material.
By communicating with Mood, including submitting or sending content to us, you grant Mood the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into a Mood feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any content or part thereof, or other communication to Mood. You also warrant that any "moral rights" in such content is waived.
12.5 Miscellaneous
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
If Mood does take any legal action against you as a result of your violation of the Agreement, Mood will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Mood. You agree that Mood will not be liable to you or to any third party for termination of your access to, or use of, any of our Website as a result of any violation of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Mood. Any purported assignment lacking such consent will be void at its inception. Mood may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on our Website.