Welcome to Moonlight. Our official company name is Moonlight Global Inc. We're a Delaware corporation (together with its affiliates, agents, representatives, consultants, employees, officers, and directors –“Moonlight”, “we”, “us” and/or “our”) that provides the gig planning platform located at https://trymoonlight.app (collectively with other Moonlight platforms or websites, the “Site”) and the mobile application (“App”) that allows users to match with local "hosts", "artists", "bands", music lovers, chat gig details, plan gig details, host events, collect RSVPs, promote events, their details and affiliated lineups (collectively, such services and related Moonlight products or services, including any new features and applications, together with the Site and App, the “Services”). Portions of the Services may be publicly available to all visitors to the Site (the “Visitors”), whereas other portions of the Services are available only to registered users with an Account on the Services (collectively, the “Members”). These Terms of Service (“Agreement”) applies to both Visitors and Members (collectively, the “Users”). Please read this Agreement carefully before you start to use the Services.

 

Please see our End User License Agreement and Privacy Policy. 

Moonlight Global, Inc. Terms of Service.

Effective Date: September 27, 2023

​

BY CLICKING THE “SIGN UP” BUTTON WHEN CREATING AN ACCOUNT OR LOGGING IN, YOU

1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE PRIVACY POLICY;

2. REPRESENT THAT YOU HAVE THE AUTHORITY AND ARE FULLY ABLE AND COMPETENT TO ENTER THIS AGREEMENT ON BEHALF OF YOURSELF OR AN ENTITY;

3. REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND

4. ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND THE PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

​

1. Moonlight Account Creation

   1. Creating a Moonlight Account. To use the Services as a Member, you are required to create a Moonlight account (“Account”, as further defined below). You must be at least eighteen (18) years old, or the age of majority in your applicable state, to register an Account; otherwise, you may only use the Services with permission from, and under the supervision of, your legal parent or guardian. You represent that the information in your Account, and any other information you otherwise provide to us, is accurate, current and complete information, and agree to update it and keep it accurate, current and complete. We reserve the right to suspend or terminate your Account or your access to the Services if any information provided to us proves to be untrue, inaccurate, not current, or incomplete. It shall be a violation of this Agreement to (a) submit inauthentic information for Account registration or maintenance, (b) create or control more than one Account without our express written authorization (including, but not limited to, using a name that is not yours, using a temporary or secondary email address, or providing any other falsified information), or (c) allow any other person to use your Account to participate in or otherwise use the Services. If you are a User seeking to use the Services to manage marketing, ticketing, attendance, or payment collection of your events or services (collectively, “Curators”), additional terms may apply to you.

   2. Account Activities. When you create an Account, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer/mobile device, and you agree to accept responsibility for all activities, charges (if applicable), and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known Account-related security breach, you must report it to us immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

   3. Curator Obligations. Members who organize and promote events and offer, sell or otherwise distribute tickets to gigs (“Gigs” or "Events") through the Services are referenced herein as Curators. Curator represents and warrants that it (a) is authorized to promote the Gig through the Services, that it will obtain all applicable licenses, permits, and authorizations for such Gig (“Authorizations”) prior to offering, selling, or distributing such Gig tickets through the Services, and that it shall provide evidence of such Authorizations promptly upon Moonlight's reasonable request from time to time; (b) will comply with all applicable laws, rules, or regulations related to Curator’s promotion or hosting of such Gig, including but not limited to enforcement of any applicable venue rules or identity verification of Gig attendees; promoting or hosting such Gig; and (c) that each of Curator’s Gig listings is accurate, current, complete, and not misleading or otherwise deceptive. Should the Moonlight Services be used to sell, distribute, identify, or purchase tickets or vouchers to Gigs in any manner, the User understands and agrees that it is solely responsible for its Gigs and the Gig tickets that it makes available or distributes through the Services, including posting or making available any applicable terms and conditions regarding such Gigs or Gig tickets and that it is solely responsible for any fees or costs incurred in connection with, and for paying any applicable income, sales, or other taxes that Curator may be subject to, as a result of using the Services.

   4. Consumer Obligations. Members who purchase Gig tickets from Curators from Moonlight through the Services are referenced herein as “Consumers.” Consumer understands and agrees that (a) Moonlight does not sell, and is not responsible for, the Events promoted on the Services or the Event tickets made available for purchase on the Services and is merely a content host for such Gigs; (b) Gigs made available through the Services may be subject to the applicable terms and conditions as stated by the Curator, and Consumer is responsible for complying with such Gig terms and conditions. Consumer is responsible for payment of all fees and charges (such as taxes, if applicable and Moonlight processing fees for the transaction) for purchases made on the Services through Consumer’s Account, and for providing and maintaining current and accurate payment details in Consumer’s Account.

   5. User Acknowledgment of Marketplace Platform; Refund Policy. Moonlight is not responsible for any loss or damage arising out of any decisions ultimately made or implemented based on a User’s use of the Services, including but not limited to losses or damages relating to attendance at any Events. Moonlight has no control over and does not guarantee the pricing, existence, quality, safety or legality of any Gigs, Events or Event tickets, including any related User Content, promoted on the Services. All purchases made on the Services are subject to the refund policies of the applicable Curator and/or Gig. Consumers may be able to request refunds under certain circumstances if permitted by the applicable Curator and/or Gig, however any fees charged by Moonlight for processing are non-refundable and will not be included in any refunds processed on the Services, regardless of the reason for the refund. Consumers may request a refund by contacting the Curator of an applicable Gig or contacting us at moonlightapphelp@gmail.com to be put in contact with such Curator.

   6. User Interactions. Subject to the terms of the Moonlight Privacy Policy, your direct interactions (if any) with other Users, including the purchase of, sale of, payment for, and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that individual User. Like with any web-based interaction, we suggest that you use caution and good judgment. Except as otherwise specifically stated herein, Moonlight is not involved in any actual transactions made through the Services. Moonlight is not the agent or representative of any User for any purpose whatsoever and that it is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User’s use or disclosure of your personally identifiable information. For details about our information collection practices, please see our Privacy Policy. IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR VISITOR OF THE SERVICE), MOONLIGHT IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE MOONLIGHT FROM ANY CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE.

2. Use of the Services; Reservation of Rights

   1. License Grant. Subject to the terms of this Agreement, Moonlight grants you a personal, limited, non-exclusive, and nontransferable license to access and use the Services strictly in accordance with this Agreement and all applicable laws, rules, and regulations. You are responsible for all of your activity in connection with the Services.

   2. Reservation of Rights. Moonlight reserves the right to modify, suspend or discontinue all or any aspect of the Services to anyone for any reason at our sole discretion, with or without any notice. Moonlight reserves the right to modify, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or content), whether temporarily or permanently at any time for any reason. You agree that Moonlight shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Moonlight may, in its sole discretion: (a) cancel unconfirmed Accounts, duplicate Accounts, or Accounts that have been inactive for a substantial period of time; (b) delay, refuse to display, or remove content or listings; (c) remove any special status associated with an Account, and (d) take technical and/or legal steps to limit or prevent any User’s use of the Services, including imposing limits on certain features of the Services or restricting access to parts or all of the Services, in each case without notice or liability.

   3. Prohibited Conduct. You understand and agree that you will not use the Services to engage in the prohibited conduct below:

      • You shall not use the Services for any illegal or fraudulent purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy;

      • You shall not use the Services for purposes of competitive analysis, the development of a competing product or service, or any other purpose that is to our commercial disadvantage;

      • You shall not submit information or documentation to the Services that pertains or belongs to any other party;

      • You shall not post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;

      • You shall not use the Services in any way that (i) posts, lists, or uploads content that is false, inaccurate, misleading, deceptive; (ii) contains any threat of violence to others; (iii) is in furtherance of illegal activities; (iv) is harassing, hateful, libelous, defamatory, abusive, or constitutes spam; or (v) is pornographic, predatory, sexually graphic, racist, offensive, harmful to a minor, or would otherwise violate the rights of any third party or give rise to civil or criminal liability;

      • You shall not attempt to use any method to gain unauthorized access to any features of the Services;

      • You shall not directly or indirectly decipher, decompile, remove, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services, except to the extent applicable laws specifically prohibit such restriction;

      • You shall not directly or indirectly modify, translate, or otherwise create derivative works of any part of the Services, nor republish, sell, rent, or sublicense, reproduce, duplicate, or copy material from the Services;

      • You shall not, without prior written approval from Moonlight, create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Site or Services;

      • You shall not directly or indirectly license, copy, sell, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or commercially exploit the Services, in whole or in part;

      • You shall not harvest or collect information about other Users without their consent;

      • You shall not directly or indirectly take any action that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Moonlight or any third party; or that impersonates any person or entity, including any employee or representative of Moonlight;

      • You shall not directly or indirectly take any action that imposes or may impose (as determined by Moonlight in its sole discretion) an unreasonable or disproportionately large load on Moonlight or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Service; run any form of auto-responder or “spam” on the Services; or use automated means (including but not limited to scripts, third-party tools, bots, or web scrapers) to interact with the Services in any way; and

      • You shall not create a false identity on the Services, misrepresent your identity, impersonate any person or entity (including any employee or representative of Moonlight), create, use, or attempt to use an Account for anyone other than you, or sell or otherwise transfer your Account.

If for any reason we determine that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating this Agreement, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

​

1. Availability of the Services

   1. Availability. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, system down time for routine maintenance. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Site or Services or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. You hereby agree that we cannot be held liable to you or any third party should we exercise our right to modify, suspend or discontinue the Services.

2. User Content Guidelines

   1. User Content. Users of the Services may have the ability to contribute, add, create, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible certain content through submission of text, photographs, user videos, electronic files, and software code or license keys, or other information in order to use, or continue using, the Services (“User Content”). You understand and agree that you are responsible for whatever material you submit, and you, not Moonlight, have full responsibility for your User Content and Feedback (as defined below), including its legality, reliability, accuracy, appropriateness, originality, and copyright.

   2. User Content License. Moonlight does not claim ownership of any User Content. By posting User Content to the Service, you grant us and our service providers and business partners a nonexclusive, royalty-free, perpetual, irrevocable, sub-licensable, and transferable (in whole or in part) worldwide license to use, modify, publicly display, reproduce, and distribute such User Content on and through the Service, including in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of Moonlight generally, unless otherwise prohibited by law. You agree that this license includes the right for us to make your User Content available to other users of the Service, subject to this Agreement and the Moonlight Privacy Policy.

   3. User Feedback on the Services. We, including third-party partners, may ask you for Feedback (as defined below) on your experience with the Services. We shall become the owner of any reviews, comments, suggestions or other feedback regarding the Services posted to the Services, Moonlight social media pages, or other third-party sites (collectively, “Feedback”). Without limitation, we will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, including to advertise and promote Moonlight, without compensation to you or any other person sending the Feedback. You specifically waive any “moral rights” in and to the Feedback. You agree that any Feedback you submit to us will not contain any information or ideas that you consider to be confidential or proprietary.

   4. User Content Warranties. To the extent that you decide to post any User Content or Feedback on the Services or on Moonlight social media pages, you represent and warrant to us that (a) you own the User Content, or you otherwise have the legal right to use it and you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services; (b) your User Content or Feedback will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein; and (c) you have no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of these Terms or the use or enjoyment by us of any of the rights herein granted.

   5. Enforcement; Validation of Content. Moonlight is under no obligation to post or use any User Content you may provide. We may refuse to accept or transmit User Content. Additionally, we shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Content for the purpose of providing Services to you. You understand and agree that Moonlight is not and cannot be responsible for any User Content, including any information or materials therein, posted by Users on the Services, and that you must bear all risks associated with the exposure to and/or use of any such User Content. We reserve the right to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate any provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing your User Content, terminating your Account in accordance with this Agreement, and/or reporting you to law enforcement authorities.

3. Moonlight Intellectual Property

   1. Moonlight Content. Through the Services, we may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Moonlight Content”).

   2. Moonlight Intellectual Property Rights. The Services and Moonlight Content are protected in many ways, including copyrights, trademarks, service marks, and other rights and laws. You agree to respect all legal notices, information, and restrictions contained in any content accessed through the Services, including in any Moonlight Content. You also agree not to change, translate, or otherwise create derivative works based off Moonlight Content. All other User Content viewed through the Services is the property of its respective owner. You have a limited, revocable, non-exclusive, non-transferable license to use the Services and Moonlight Content solely for legally permitted activities related to our Services as outlined in this Agreement.

4. Copyright Policy and Notices of Intellectual Property Violations

   1. Copyright Policy. Moonlight complies with the Digital Millennium Copyright Act (DMCA). We will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Moonlight Copyright Agent by email at moonlightapphelp@gmail.com. Please do not send notices or inquiries about anything other than alleged copyright infringement or other intellectual property claims to our Agent for Notice. Your email must contain the following information:

      • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

      • information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;

      • a description of the copyrighted work that you claim has been infringed;

      • a description of where the material that you claim is infringing is located on the Services, sufficient for us to locate the material; your address, telephone number, and email address;

      • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

      • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

      • If you fail to comply with these notice requirements, your notification may not be valid. Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

      • In accordance with the Digital Millennium Copyright Act, we have adopted a policy of, in appropriate circumstances, terminating User Accounts that are repeat infringers of the intellectual property rights of others. We may also terminate User Accounts even based on a single infringement.

   2. Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: (1) Your physical or electronic signature; (2) Identification of the User Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Atlanta, Georgia, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

​

• Sponsorships and Third-Party Sites

  1. Advertisements. The Services may contain third party advertisements, corporate sponsorships and/or branded content (for example, from our marketing or launch partners as may be designated on the App or Site). The sponsors that provide these advertisements or sponsorships are solely responsible for ensuring that the materials submitted for inclusion on the Services are accurate and that they comply with all applicable laws. We are not responsible for the acts or omissions of any sponsor or advertiser.

  2. Third-Party Sites. The Services may permit you to link to other websites or resources on the internet. Links on the Services to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Services. The inclusion or integration of third-party services or links does not imply control of, endorsement by, or affiliation with Moonlight. Your dealings with third parties are solely between you and such third parties. You agree that we will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.

  3. Hyperlinking to Our Content. The following organizations may link to our Site without our prior written approval:

     • Government agencies;

     • Search engines;

     • News organizations;

     • Online directory distributors when they list us in the directory may link to our Site in the same manner as they hyperlink to the websites of other listed businesses; and

     • Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Site.

     • The above organizations may link to our home page, or to Moonlight publications or other Site information so long as the link: (a) is not in any way misleading, (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services, and (c) fits within the context of the linking party’s site.

  • Hyperlinking by Third Parties Requiring Moonlight Approval. The following organizations must obtain prior written approval from Moonlight before linking to our Site:

    • Commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union;

    • Dot.com community sites;

    • Associations or other groups representing charities, including charity giving sites,

    • Online directory distributors;

    • Internet portals;

    • Accounting, law and consulting firms whose primary clients are businesses; and

    • Educational institutions and trade associations.

    • If you are among the organizations listed in this Section 7.4 and are interested in linking to our Site, you must notify us prior to doing so by sending an email to moonlightapphelp@gmail.com. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response. We may approve such link requests in our sole discretion. Once approved by Moonlight, the above organizations may link to our home page, or to Moonlight publications or other Site information so long as the link: (a) is not in any way misleading, (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services, and (c) fits within the context of the linking party’s site.

  • Permitted Hyperlink Activities. Approved organizations may hyperlink to our Site as follows: (a) by use of our corporate name; (b) by use of the URL Web address being linked to; or (c) by use of any other description of our Site or material being linked to that makes sense within the context and format of content on the linking party’s site. Notwithstanding the foregoing, no use of Moonlight's logo or other artwork is permitted for linking absent an executed trademark license agreement with Moonlight. Moonlight reserves the right at any time and in its sole discretion to request your removal of any and all links to any part of our Site or Services. You agree to immediately remove all such links upon our request.

• Term and Termination

  1. Term. The term of Agreement commences when you access the Services by any means and will continue in effect until terminated by you when you cancel your Account, or by us as set forth below. You may terminate this Agreement by canceling your Account through your account settings or by sending us an email at moonlightapphelp@gmail.com.

  2. Termination by Moonlight. We may suspend or cancel your Account without notice to you if you violate this Agreement, or for any reason at all. If your Account is canceled, we reserve the right to remove your account information along with any of your account settings from our servers with NO liability or notice to you. Once your account information and account settings are removed, you will not be able to recover this data and you will lose access to your Account and all of your User Content.

  3. Effect of Termination. Upon termination, your license to use our Services terminates and you must cease all use of the Services. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and arbitration. You acknowledge and understand that our rights regarding any User Content you submitted to the Services before your Account was terminated shall survive termination. For the avoidance of doubt, we may retain User Content in our backups, archives and disaster recovery systems until such User Content is deleted in the ordinary course of business. Termination will not limit any of Moonlight's rights or remedies at law or in equity.

​

1. DISCLAIMER OF WARRANTIES - THE SERVICES AND ALL INFORMATION CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

   1. Disclaimer of Content. Moonlight acts a content host where Users contribute User Content. Accordingly, Moonlight does not control and is not responsible for the User Content posted or submitted through the Services and Moonlight does not guarantee the accuracy, integrity, quality or appropriateness of any User Content transmitted to or through the Services. All User Content posted on the Services is the sole responsibility of the person from whom such User Content originated. Moonlight may, but has no obligation to screen, preview, monitor, or approve any User Content posted or submitted to the Services. Under no circumstances will Moonlight be liable in any way for any User Content.

   2. Disclaimer of Actions of Users. Moonlight does not endorse and is not responsible or liable for any Gigs, products or services, including but not limited to Gig tickets, available or unavailable from, or promoted through, the Services. Your dealings with any other User, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such User exclusively and do not involve Moonlight. You should make whatever investigation or other resources that you deem necessary or appropriate before purchasing from other Members. Moonlight is not responsible for the accessibility or unavailability of any User. YOU WAIVE THE RIGHT TO BRING OR ASSERT ANY CLAIM AGAINST MOONLIGHT RELATING TO ANY INTERACTIONS OR DEALINGS WITH ANY OTHER USER AND RELEASE MOONLIGHT FROM ANY AND ALL LIABILITY FOR OR RELATING TO ANY INTERACTIONS OR DEALINGS WITH OTHER USERS.

   3. Disclaimer of Warranties. THE SERVICES ARE PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MOONLIGHT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MOONLIGHT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED AND/OR USED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, CONTENT OR INFORMATION. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOONLIGHT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT MOONLIGHT ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS, ACCURACY, TIMELINESS OR COMPLETION OF THE CONTENT OR FAILURE BY THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

2. LIMITATION OF LIABILITY

   1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE MOONLIGHT OR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”

​

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN NO EVENT SHALL MOONLIGHT, NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, THE COST OF SUBSTITUTE GOODS OR SERVICES, OR ATTORNEYS FEES AND COSTS), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT OF FEES PAID BY OR TO YOU, AS APPLICABLE, THROUGH THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, Moonlight LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

​

1. Indemnification. You agree to indemnify, defend, and hold harmless Moonlight (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents, representatives, consultants, successors, and assigns) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Service or your breach of this Agreement, including but not limited to your breach of any law or the rights of a third party or, with respect to Curators, any failure to acquire or maintain the proper Authorizations as applicable.

2. Dispute Resolution and Arbitration Provision: PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

   1. Initial Dispute Resolution. For any problem or dispute that you may have with us, you understand and agree that you will first give us an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you agree that you shall first send us a written description of your problem or dispute within thirty (30) days of the occurrence of the event giving rise to the problem or dispute by sending an email to: moonlightapphelp@gmail.com or by mail to the address listed below. You then agree to negotiate with us in good faith about your problem or dispute for sixty (60) days. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after our receipt of your written description of it, you agree to the arbitration provisions below.

   2. Binding Arbitration. If the parties do not reach an agreed upon solution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. The Commercial Arbitration Rules governing the arbitration may be accessed at www.adr.org or by calling the AAA at +1.800.778.7879. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration rules also permit you to recover attorney’s fees in certain cases. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

   3. Location. The arbitration will take place in Atlanta, Georgia.

   4. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MOONLIGHT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

   5. Exceptions – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

   6. 30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to us at moonlightapphelp@gmail.com. The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.

   7. Changes to this Section. We will provide thirty (30) days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day. The Agreement and the relationship between you and Moonlight shall be governed by the laws of the State of New York without regard to conflict of law provisions.

3. Miscellaneous

   1. Assignment. This Agreement is personal to User, and you may not assign, transfer, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under this Agreement without the prior written consent of Moonlight. Moonlight may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Any attempted assignment in violation of this Section 13.1 shall be null and void.

   2. Entire Agreement. This Agreement, and all terms and policies posted through our Services, including our Privacy Policy and any applicable Supplemental Terms, constitutes the entire agreement between you and Moonlight with respect to the Services, and supersedes all prior or contemporaneous understandings and agreements of the parties, whether written or oral, with respect to the Services.

   3. Geographic Restrictions. The Services are based in the state of Georgia in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

   4. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in Atlanta, Georgia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

   5. Modification. We reserve the right, at our sole discretion, to amend, modify or replace this Agreement, including the Privacy Policy or any Supplemental Terms, at any time. The most current version of this Agreement (with the revision date stated) will be made available through the Site. In the event that we make material changes to the Agreement, we will notify you by displaying a prominent notice on the Site or by sending an email to the email address affiliated with your Account. Updated versions of the Agreement will never apply retroactively and the updated Agreement will give the exact date they go into effect. It is your responsibility to check the Site periodically for changes to the Agreement. Use of the Services by you following any modification to the Agreement constitutes your acceptance of the Agreement as modified. Without limiting our ability to refuse, modify, or terminate all or part of our Services, we may also terminate this Agreement at any time for any reason, at our sole discretion, by giving notice of such termination.

   6. Relationship of the Parties. Becoming a User of our Services does not create an agency, employment, venture, franchise or partnership relationship between you and Moonlight.

   7. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

   8. Supplemental Terms. Your use of the Services may be subject to additional terms and conditions, such as a set of terms that apply to a specific promotion or line of services, which may be modified from time to time (“Supplemental Terms”). Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. In the event of a conflict between the Supplemental Terms and this Agreement, the Supplemental Terms shall prevail solely to the extent of such conflict.

   9. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

   10. Contact. If you have any questions about this Agreement, or feedback, comments, requests for technical support, and other communications related to the Services, please contact us at moonlightapphelp@gmail.com.

4. SMS Terms

   1. SMS Notification. If opted in upon sign up, we will alert you via text about receipts and other Moonlight important event-related messages at the phone number provided. Message and data rates may apply. Message frequency varies. Text HELP for help. Text STOP to unsubscribe.

   2. Moonlight is a gigs-creation platform and musical community hub. You will receive alerts, receipts, and other important Gig-related messages via SMS.

   3. You can cancel the SMS service at any time. Just text "STOP" or email your legal full name, phone number affected, and communication preference to moonlightapphelp@gmail.com. Upon completing the aforementioned steps we will send you a written message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us unless there is a scheduled or automated communication that auto-sends outside of our control. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

   4. Carriers are not liable for delayed or undelivered messages.

   5. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

   6. If you have any questions regarding privacy, please read our privacy policy: https://www.trymoonlight.app/privacy.