Terms of Use

MOI CYCLE, LLC.
(EFFECTIVE AS OF FEBRUARY 31, 2014)

PLEASE READ CAREFULLY

Should you have any questions concerning this Agreement or need technical support, you may contact MOi Cycle by visiting http://moicycle.com.

This MOi Cycle, LLC. Terms of Use Agreement (this “Agreement”) is a legal agreement between you and MOi Cycle, LLC. and its subsidiaries (“MOi”, “we”, “us” or “our”) providing, among other things, the terms and conditions for your use of MOi’s streaming music and content services (collectively, the “MOi Services”), including but not limited to delivery via our Web site [http://moicycle.com] (the “Site”), a mobile device, or otherwise.

We may from time to time modify these terms of use and will post a copy of the amended Agreement at http://moicycle.com/terms/. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the MOi Services or, if applicable, cancel your MOi Services subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the MOi Services after any amendments are posted on the Site.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE MOI SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE MOI SERVICES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE MOI SERVICES. YOU MAY BE DENIED ACCESS TO THE MOI SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

1. AUTHORIZED USERS

1.1 Residence; Age Requirement; Authority. In order to use any of the MOi Services, you must be a resident of a country in which MOi is legally authorized to operate the MOi Services and be at least 21 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement, and (ii) you are at least 21 years old. If you do not agree to, or cannot comply with, any of the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access any of the MOi Services. NOTWITHSTANDING ANY DESCRIPTIONS OR REPRESENTATIONS ON THE MOI SERVICES, NOT ALL FEATURES OF THE MOI SERVICES MAY BE AVAILABLE IN YOUR COUNTRY.

1.2 Registration. To use any aspect of the MOi Services, you may be required to register and provide certain information, including a member or user name, a password and a valid email address (the “Account Information”). You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. MOi will use your Account Information in accordance with its privacy policy. By providing MOi your email address, you consent to our using the email address to send you Service-related notices, including among other things notices required by law, in lieu of postal mail. You may not opt out of Service-related e-mails. We may also use your email address, or for subscribers to mobile Services, your mobile telephone number, to send you other messages, including information about MOi and special offers. You may opt out of such email by changing your account settings or by sending an email to: passion@moicycle.com.

1.3 Account Confidentiality. You agree that you will not allow others to use any aspect of your Account Information. You have responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. MOi will not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless MOi, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

1.4 Security. To prevent unauthorized access, to maintain data accuracy, and to ensure the appropriate use of Account Information, MOi uses appropriate physical, technical and administrative procedures to safeguard the information we collect.

We use PayPal’s Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but PayPal.

Credit card numbers are used only for processing subscription payments and are not used for other purposes.

2. LICENSE TO MOi SERVICES

2.1 License Grant.

A. MOi grants to you a limited, non-exclusive, non-transferable license to access and use the MOi Services in legally authorized jurisdictions for personal, educational, and non-commercial purposes only. If you subscribe to any of the MOi Services, this license is contingent upon your payment of any applicable subscription fees and your compliance with any other terms and conditions applicable to you as a subscriber. Any violation by you of the license provisions contained in this Section 2.1 may result in the immediate termination of your right to use the MOi Services. MOi reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE MOI SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

2.2 Updates. MOi may from time to time make available to all users of the MOi Services, updates at no cost or subject to additional fees in MOi’s sole discretion. “Updates” means any updates, upgrades or error corrections to the MOi Services that MOi makes available generally to users of the MOi Services. Notwithstanding anything else contained in this Agreement, MOi will have no obligation to continue producing or releasing new versions of the MOi Services or any updates thereto.

3. RESTRICTIONS

You agree that you will not:

3.1 use the MOi Services to reproduce copyrighted materials;

3.2 copy, store, edit, change, prepare any derivative work of or alter in any way any of the tracks streamed through the MOi Services;

3.3 make the MOi Services available over a network (other than MOi’s network) where it could be used by others;

3.4 provide your password to any other person;

3.5 translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the MOi Services or any portion of them, except as expressly allowed under applicable law;

3.6 circumvent any technology used by MOi or its licensors to protect content accessible via the MOi Services;

3.7 rent, lease or sublicense any of the MOi Services; or

3.8 use the MOi Services in any way that violates the terms of this Agreement.

4. COPYRIGHTS

As between you and MOi, you acknowledge that MOi owns or has a license to all title and copyrights in and to the MOi Services. All title and intellectual property rights in and to the licensed content in the MOi Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.

5. MOI TRADEMARKS AND THIRD-PARTY TRADEMARKS

The following are registered trademarks or trademarks of MOi: MOi, and its design logo, as well as certain other MOi trademarks, service marks, graphics, and logos (collectively, the “MOi Trademarks”) used in connection with the MOi Services. The MOi Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to MOi Trademarks or the trademarks of any third party.

6. SECURITY

The MOi Services use technology to protect the digital information provided by MOi from unauthorized use. Your use of the MOi Services may be limited by such technology. You acknowledge that, from time to time, MOi may modify or discontinue using such technology. Security modifications made by MOi may from time to time include required updates to the MOi Services. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

7. PRIVACY POLICY

MOi cares about your privacy. It is important that you read and understand the terms of MOi’s Privacy Policy. MOi may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the MOi Services.

8. AGREEMENT TO PAY

If you elect to become a subscriber to the MOi Services, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card. You will maintain valid credit card information in your Account Information.

9. TERM

This Agreement will remain effective until terminated by you or terminated by us; provided that Sections 3 – 5 and 9 – 13 will survive termination and continue in effect.

10. DISCLAIMERS

EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS, SUCH AS THE AUSTRALIAN CONSUMER LAW SET OUT IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH):

10.1 THE MOI SERVICES (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” ANY USE OF THE MOI SERVICES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOI DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MOi MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE MOi SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND MOi DISCLAIMS ANY LIABILITY RELATING THERETO.

10.2 MOI MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE MOI SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, MOi MAY MODIFY, SUSPEND, OR DISCONTINUE THE MOI SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER MOI ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE MOi SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

10.3 YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. MOi DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

10.4 YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE MOi SERVICES. MOi WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.

10.5 SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE MOI SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT MOI ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

11. LIMITATION OF LIABILITY

EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS, SUCH AS THE AUSTRALIAN CONSUMER LAW SET OUT IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH):

11.1 IN NO EVENT WILL MOi BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF MOI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MOi OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

11.2 MOi’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE MOi SERVICES AT ISSUE.

12. INDEMNITY

YOU WILL INDEMNIFY AND HOLD MOI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE MOi SERVICES.

13. GENERAL INFORMATION

13.1 You will be responsible for providing the DSL, cable modem and any other hardware and software necessary to use the MOi Services.

13.2 MOi or its business partners may present advertisements or promotional materials via the MOi Services. Your dealings with, or participation in promotions of any third-party advertisers via the MOi Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that MOi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the MOi Services.

13.3 The MOi Services may present links to third-party Web sites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.

13.4 The MOi Services are owned or licensed by MOi and are protected by the copyright laws of the United States and other countries in which the MOi Services are made available. You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

13.5 This Agreement will be governed by the laws of the State of Colorado, without regard to conflicts of laws provisions thereof. Except as expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with MOi or relating in any way to your use of the MOi Services will be in the state and federal courts of the State of Colorado and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Pitkin, Colorado.

13.6 Should you have any questions concerning this Agreement or need technical support, you may contact MOi support at passion@moicycle.com

13.7 MOi may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on Site, as determined by MOi in its sole discretion. MOi reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.