MERCHANT TERMS OF SERVICE
PLEASE READ THE FOLLOWING MERCHANT TERMS OF SERVICE (THESE "TOS") CAREFULLY. BY ACCESSING OR USING THE SERVICE (DEFINED BELOW) PROVIDED BY MOOLAGRAM, INC. ("MOOLAGRAM") OR COMPLETING THE MOOLAGRAM REGISTRATION PROCESS YOU AGREE TO THE TERMS AND CONDITIONS IN THESE TOS. YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TOS, AND (2) YOU HAVE THE AUTHORITY TO (A) ENTER INTO THESE TOS PERSONALLY OR ON BEHALF OF THE MERCHANT USING THE MOOLAGRAM APP ("MERCHANT"), AND (B) BIND THAT MERCHANT TO THESE TOS. THE TERM "YOU" (OR VARIATIONS THEREOF USED IN THESE TOS, INCLUDING "you" OR "your" REFERS TO THE LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE MERCHANT WHEN YOU REGISTERED FOR THE SERVICE. INDIVIDUALS EXPRESSLY MAY NOT ENTER INTO THESE TOS AS INDIVIDUALS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TOS OR DO NOT MEET THE REQUIREMENTS ABOVE, THEN YOU MAY NOT ACCESS OR USE THE SERVICE.
IF MERCHANT SUBSCRIBES TO THE SERVICE FOR A TERM (THE "INITIAL TERM"), THEN THESE TOS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT MOOLAGRAM'S THEN CURRENT FEES FOR THE SERVICE UNLESS MERCHANT DECLINES TO RENEW ITS SUBSCRIPTION IN ACCORDANCE WITH SECTION 8.1 BELOW. IF YOU HAVE REGISTERED ON A FREE OR TRIAL BASIS, THEN THESE TOS WILL ALSO GOVERN ANY SUCH FREE OR TRIAL USE AND YOUR USE OF ANY SERVICES DURING THE APPLICABLE TRIAL PERIOD. In such cases, Moolagram will make the Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or (b) the start date of your subsequent registration for the Service on a paid basis. Additional trial terms and conditions may appear on the Moolagram registration web page. Any such additional terms and conditions are incorporated into these TOS by reference and are legally binding. Notwithstanding anything herein or otherwise to the contrary, Moolagram reserves the right in its sole discretion to terminate the Service obtained on a free or trial basis at any time and for any reason at its sole discretion, including if it determines that you or an affiliate or related party have registered for multiple free or trial programs or offers, have attempted to circumvent any free or trial program restrictions, etc. NOTWITHSTANDING ANYTHING IN THESE TOS OR OTHERWISE TO THE CONTRARY, DURING ANY FREE OR TRIAL PRIOR THE SERVICE IS PROVIDED TO MERCHANT "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESSED OR IMPLIED AND WITH ALL FAULTS.
Definitions. Certain capitalized terms used in these TOS, not otherwise defined
above, will have the meanings set forth or cross-referenced below.
"Authorized User" means an individual authorized by Merchant to access the Service, including Merchant employees, contractors and agents.
"Brand" means the trademarks, service marks, trade names, domain names, logos, business and product names, slogans, and registrations and applications for registration thereof of Merchant submitted or made available by Merchant through the Service.
"Confidential Information" means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party, that has been identified as confidential or that, by the nature of the circumstances surrounding disclosure, ought reasonably to be treated as confidential. Without limiting the foregoing, the Documentation will be deemed Confidential Information of Moolagram.
"Content" means the text, information, data, graphics, photos, videos, music and other media and materials submitted by Merchant through the Service for use in the Moolagram App. Content will include: (a) listings of promotions and offers to be provided by Merchant ( "Promotions" and each, a "Promotion"); and (b) Merchant's Brand.
"Documentation" means text and/or graphical documentation, whether in electronic or printed format, if any, that describe the features, functions and operation of the Service, which materials are designed to facilitate use of the Service and are provided by Moolagram to Merchant in accordance with the terms of these TOS.
"End User" means a user of the Moolagram App.
"Moolagram App" means Moolagram's proprietary Moolagram mobile software application that displays Content on the mobile devices, including, but not limited to, the iPad, iPhone, and Android OS.
"Party" means either Merchant or Moolagram, as applicable and "Parties" means Merchant and Moolagram.
"Service" means Moolagram's proprietary technology and application service provided under these TOS and related data that enables Merchant to provide a self service platform pursuant to which Merchant may list Promotions and direct Content directly to End Users through the Moolagram App.
Access Rights. Subject to the terms and conditions contained in these TOS, Moolagram hereby grants to Merchant: (a) a non-exclusive, non-transferable, right to access and use the features and functions of the Service during the Term, solely through the access protocols communicated by Moolagram, solely for use by Merchant by and through Authorized Users in accordance with the terms and conditions of these TOS; and (b) a non-exclusive, non-transferable and non-sublicenseable right to make a reasonable number of copies of the Documentation solely for Merchant's internal use in connection with access and use of the Service. Moolagram may, at any time and without any liability to Merchant, suspend and/or terminate any a Merchant's or any Authorized User's access (or the access of any unauthorized user using an Authorized User's login credentials) to the Service if any such a Merchant or Authorized User (or any unauthorized user using a Merchant's or an Authorized User's login credentials) (i) violates or is reasonably believed by Moolagram to be violating any provision of these TOS, or (ii) uses the Service for any purpose other than the intended promotional purposes described herein or in any way that Moolagram concludes in its sole discretion may cause harm or damage to Moolagram, Moolagram's brand, Moolagram's customers, partners, or any other third parties.
Content License. Subject to the terms and conditions in these TOS, Merchant grants to Moolagram a non-exclusive, royalty free, sublicenseable, worldwide, right and license, during the Term, to: (a) use, reproduce, adapt, distribute, publicly perform, publicly display and digitally perform Content on or through the Moolagram App to End Users; and (b) modify and create derivative works of the Content for formatting and display purposes in connection with the Moolagram App and the Content therein to market and promote the Content and products and services sold or distributed in connection with the Content. Any reference to Content in the foregoing sentence will not include the Brand. Moolagram may, in its sole discretion, remove or disable Content if Moolagram determines that such Content is obscene, defamatory, harassing in nature, illegal, stolen, misappropriated, or that otherwise is deemed inappropriate or objectionable for any reason, with any such determination by Moolagram to be final and binding on Merchant and in any such case Merchant hereby prospectively and irrevocably waives (x) any right to challenge, object to, or contest any such determination by Moolagram or (y) to seek or pursue any damages therefor or in respect thereof. Merchant acknowledges and agrees that any Content uploaded by Merchant to or using the Service may be used to promote Merchant's goods or services to end customers or other intermediaries through the Moolagram App or other platforms sponsored by Moolagram.
Brand License. Merchant grants to Moolagram a non-exclusive, royalty free, sublicenseable, worldwide, right and license to use the Brand during the Term in connection with the Content and Moolagram's exercise of the rights granted to Moolagram in Section 2.2, provided any such usage is in accordance with any branding guidelines as Merchant may specify to Moolagram. Other than the limited, non-exclusive license granted pursuant to this provision, no right, property, license, permission or interest of any kind in or to the Brand and the related goodwill associated therewith is or is intended to be given or transferred to or acquired by Moolagram by the execution, performance or non-performance of these TOS. Moolagram hereby agrees that any use by it of the Brand and any goodwill arising by reason of such use, inures exclusively to the benefit of Merchant. In addition to any other provisions above, Merchant agrees that Moolagram may (on a royalty-free basis) use Merchant's name and logos in Moolagram's customer list and may publish information identifying Merchant as a user of Moolagram products in advertisements and press releases (including releases to professional and trade publications).
Merchant License Warranties. Merchant represents and warrants to Moolagram that Merchant has the full, complete and unencumbered right to provide Moolagram the rights and licenses provided in Sections 2.2 and 2.3, above, on a royalty-free basis and that no third party has any rights that would conflict with the grant thereof to Moolagram or Moolagram's use of such right or license to the full extent provided above.
Format and Design; Certain Moolagram Rights. Merchant agrees that Moolagram may format, present, perform, transmit and/or display the Licensed Content using the technologies and user interfaces Moolagram determines in its sole discretion. Merchant acknowledges that it will have no right to determine any element of the design, interface, look-and-feel or graphical environment of any aspect of the Moolagram App, even if Content is included therein. Merchant acknowledges and accepts that Moolagram may track, gathers, compile, store, and use (and will continue to track, gather, compile, store, and use) certain data and information regarding Merchant, Merchant's use of the Service and other information concerning Merchant's interaction with the Service, the Moolagram App, Moolagram End Users, Moolagram, and certain other persons or parties.
Retained Rights; Ownership. As between Moolagram and Merchant, subject to the licenses
granted in Section 2.1, Moolagram retains all right, title and interest in and to the Service, the Moolagram App
and the Documentation, including all copies of the foregoing in any form or medium, whether now known or
existing or developed after the Effective Date. Without limiting the foregoing, any developments, additions,
enhancements, improvements, or derivatives of the Service or the Moolagram App, developed in the performance
by Moolagram under these TOS will be deemed to constitute part of the Service or the Moolagram App, as applicable,
subject to the licenses and proprietary rights herein.
As between Moolagram and Merchant and subject to the license granted to Moolagram in Sections 2.2 and 2.3, Merchant retains all right, title and interest in and to the Content and Merchant Brand. Except to the extent granted in these TOS, Moolagram acquires no rights in the Content. Moolagram acknowledges that Merchant retains the right to use the foregoing for any purpose in Merchant's sole discretion.
General Usage Restrictions. Merchant will not use the Service for any purposes other than its own business purposes, except with the prior written consent of Moolagram, in accordance with these TOS. Except as otherwise expressly permitted herein, Merchant will not, and will not permit its Authorized Users to: (a) copy or duplicate the Service; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Service is compiled or interpreted, and Merchant acknowledges that nothing in these TOS will be construed to grant Merchant any right to obtain or use such source code; (c) modify the Service or the Documentation, or create any derivative product from any of the foregoing, except with the prior written consent of Moolagram; (d) distribute, market, assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Merchant's rights under the rights granted in Sections 2.1 and 2.2; or (e) use the Service in a manner not in compliance with the Documentation or any applicable laws, statutes, regulations or rules, including laws regarding gift cards, sweepstakes and promotions.
Moolagram Rights and Obligations.
Provision of Access. As soon as commercially practicable after the Effective Date, Moolagram will specify to Merchant procedures according to which Merchant may establish and obtain access to and use the features and functions of the Service, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures.
Operation of Moolagram App. Moolagram will be solely responsible for the operation and use of the Moolagram App and any support requests from End Users.
Professional Services. Merchant may request that Moolagram provide certain professional services related to the implementation of the Content into the Moolagram App, including, by way of example, customization of the Content and/or training of Merchant personnel regarding access to the Service. However, unless otherwise agreed between the Parties in a separate statement of work or in a separate written agreement, Moolagram will have no obligation to provide or perform such services for or on behalf of Merchant.
Communication with Authorized Users. As part of the provision of the Moolagram App, Moolagram may need to communicate with Authorized Users from time-to-time. Merchant hereby grants Moolagram the limited right to communicate with Authorized Users as may be necessary as part of the provision of the Moolagram App, in Moolagram's sole discretion.
Merchant Rights and Obligations.
Responsibilities. Merchant acknowledges and agrees that Merchant will be responsible for all acts and omissions of Authorized Users and that any act or omission by Authorized Users which, if undertaken by Merchant would constitute a breach of these TOS, will be deemed a breach of these TOS by Merchant. Merchant will undertake reasonable efforts to make all Authorized Users aware of the provisions of these TOS as applicable to such Authorized User's use of the Service, and will cause Authorized Users to comply with such provisions. Merchant will be responsible for the security of all passwords and other access protocols required to access the Service.
Content. Merchant will have the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of the all Content. Merchant acknowledges and understands that access to the Service will permit Merchant to provide certain Content to Moolagram for display to End Users through the Moolagram App. Merchant acknowledges and agrees that, except as otherwise agreed between the Parties in a separate statement of work or a separate written agreement, Moolagram will have no obligation to archive or back-up Content, nor will Moolagram have any liability for any loss or corruption of Content, nor will Moolagram have any obligation under these TOS to retain any Content after the expiration or termination of thereof.
Responsibility for Viruses, Etc. Merchant will be solely responsible for (a) any Content that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (b) the accuracy of the Content; (c) any act that interferes with or disrupts the integrity or performance of the Service or the data contained therein; or (d) any attempt by any Merchant employee, contractor or agent to gain unauthorized access to the Service or its related systems or networks.
Restrictions on Promotions. Subject to any exceptions set forth in these TOS, Merchant may not: (a) list Promotions not related to Merchant or that are otherwise inappropriate or in violation of Moolagram's policies; (b) misrepresent the location or prices at which they will provide the Promotion; (c) include brand names not associated with Merchant in their Content or Promotions; (d) include alcohol or gambling as part of any Promotion; or (e) use misleading titles that do not accurately describe the Promotion. Merchant may not require any End Users to provide any information to Merchant or complete any action not described in the Content associated with such Promotion as a condition of receiving the applicable Promotion.
Fees. Moolagram does not currently charge Merchants for access to the Service, but reserves the right to do so in the future, in which event Merchant agrees to pay Moolagram its then-current fees for a subscription to the Service, based on the level and type of Service in which Merchant enrolls. Moolagram will charge and collect in advance for access to the Service, and Merchant hereby authorizes Moolagram to charge the then-current renewal fees for such renewed subscription at the beginning of each recurring period with Merchant's billing information on file.
Taxes. All amounts payable hereunder exclude applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. In addition to amounts payable under Section 5.1, Merchant will be solely responsible for payment of any and all such taxes (other than taxes based on Moolagram's income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees under or in connection with these TOS, the grant of license rights hereunder, the delivery of related services, or Merchant's use of the Services. Merchant will make all required payments to Moolagram free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Moolagram will be Merchant's sole responsibility, and Merchant will, upon Moolagram's request, provide Moolagram with official receipts issued by the appropriate taxing authorities, or such other evidence as Moolagram may reasonably request, to establish that such taxes have been paid.
Confidential Information. Merchant acknowledges that the terms of its subscription for the Services will be held strictly confidential by Merchant, its affiliates, and representatives and that Merchant, its affiliates, and representatives will also hold and treat as strictly confidential all non-public information it or they receive from Moolagram or its representatives concerning the Service, the Moolagram App and any reports or data provided or made available to Merchant (or to which Merchant has access by virtue of these TOS or the use of the Services). Merchant further agrees that all confidential information of Moolagram is proprietary to Moolagram and will remain the sole property of Moolagram.
Representations And Warranties, Limitations of Liability.
Mutual. Each Party hereby represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation; (b) that the execution and performance of these TOS will not conflict with or violate any provision of any law having applicability to such Party; and (c) that these TOS, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
Merchant Content. Merchant hereby represents, warrants and covenants that the Content does not and will not: (a) facilitate or promote illegal activity, or contain content that is illegal; (b) contain content, material or information that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (c) contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any third party, including without limitation any intellectual property rights; (e) disparage, defame, or discredit any person, or contains content that is derogatory, detrimental, or reflects unfavorably on any person; (f) otherwise contain content that violates any rules, regulations or policies of the Federal Communications Commission or other governmental entities of competent jurisdiction; or (g) interfere with or disrupt the Service or servers or networks connected to or used in conjunction with the Service. Without limiting the foregoing, Merchant represents and warrants that all Content will be true, accurate, current and complete that Merchant will promptly deliver any updates necessary to ensure it remains in compliance with the foregoing warranty. Merchant further acknowledges and agrees that it is not Moolagram's responsibility to monitor the Content in any way or to prevent the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, infringing, or otherwise objectionable content of any kind.
By Merchant. Merchant further represents and warrants to Moolagram (and as applicable, covenants and agrees in favor or Moolagram) that: (a) Merchant will fulfill all Promotions offered by Merchant to any and all End Users in accordance with the published terms of the applicable Promotions; (b) Merchant will not discriminate in any way against End Users who purchase or seek to redeem any Promotion (including by imposing blackouts, quotas, discriminating in selection of time slots; (c) Merchant will be and remain solely and exclusively responsible and liable for compliance with and adherence to all applicable escheat, gift card, voucher redemption, coupon, gift certificate and other laws, rules, and regulations applicable to any Promotion offered by Merchant using the Service, including those related to expiration dates, forfeiture, dormancy fees, service charges and the like; and (d) Merchant will be solely and exclusively responsible for fraud protection, fraud monitoring, and the consequences of any fraud involving any persons (inclusive of End Users) who may attempt to abuse, misuse or exploit in any way Promotions, including those promoted through or using the Service.
Disclaimer. THE MOOLAGRAM APP, SERVICE, DOCUMENTATION, AND SERVICES PROVIDED UNDER THESE TOS ARE PROVIDED BY MOOLAGRAM ON AN "AS IS" BASIS AND "WITH ALL FAULTS". MOOLAGRAM EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY SUCH PROVISION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT, DATA ACCURACY, MERCHANTABILITY, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, WITH RESPECT TO THE MOOLAGRAM APP, THE SERVICE, DOCUMENTATION, AND OTHER SERVICES PROVIDED UNDER THESE TOS.
Limitation of Liability. IN NO EVENT WILL MOOLAGRAM BE LIABLE TO MERCHANT (OR ANY PERSON CLAIMING BY OR THROUGH MERCHANT) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF MOOLAGRAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Moolagram's maximum, CUMULATIVE, aggregate liability in respect of ANY AND all loss or damage incurred or suffered by Merchant (OR ANY PERSON CLAIMING BY OR THROUGH MERCHANT) under or in respect of OR IN ANY WAY RELATING TO THESE TOS OR THE SERVICE WILL be limited to AND CAPPED AT a sum equal to the LESSER OF (X) THE TOTAL PAYMENTS RECEIVED BY MOOLAGRAM FROM MERCHANT IN CONNECTION WITH THESE TOS OR THE SERVICE DURING THE twelve (12) months immediately prior to the date on which the liability first arises; OR (Y) ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TOS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Essential Basis of Agreement. The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in Sections 7.4 and 7.5 form an essential basis of these TOS, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these TOS, including, without limitation, the economic terms, would be substantially different.
Termination for Breach. Each Party shall have the right to terminate these TOS upon notice to the other Party if such other Party materially breaches these TOS and fails to cure such breach within fifteen (15) days after receiving written notice thereof from the other. Notwithstanding the foregoing, Moolagram may terminate these TOS immediately upon Merchant's breach of Section 7.2 without affording Merchant with an opportunity to cure such breach.
Termination for Convenience. Either Party may, at its option and upon forty five (45) days advance written notice to the other Party, terminate these TOS, provided, however, that Merchant will not be entitled to a refund of any prepaid but unused fees, if any, if it terminates these TOS pursuant to this Section 8.3.
Right to Suspend Account. Moolagram does not pre-screen the Content on a regular basis for compliance with these terms or applicable laws. Nevertheless, if Moolagram elects to perform any such screening or otherwise becomes aware of any Content that violates any of the prohibitions set forth herein or breaches any of Merchant's representations or warranties herein, or otherwise determines that the Content: (a) is harmful to Moolagram, End Users or to third parties or breaches any of the requirements or provisions of these TOS; (b) contravenes applicable laws, regulations or a third party's terms of service or other guidelines; or (c) adversely impacts the security of the Service, Moolagram reserves the right, in addition to any of its other rights or remedies, to suspend and/or terminate Merchant's access to the Service or the display of Merchant's Content through the Moolagram App without any notice. Moolagram will notify Merchant of any such suspension or termination along with the reasons therefor as soon as reasonably practicable.
Suspension of Access. If Merchant fails to pay undisputed amounts in accordance with these TOS or, if and as necessary to protect the Content or the security of the Service or the Moolagram App, Moolagram will have the right, in addition to any of its other rights or remedies, to immediately suspend the Service to Merchant and/or any of its Authorized User(s), without liability, until such amounts are paid in full or such threat no longer exists, as applicable.
Effect of Termination. Upon expiration or termination of these TOS, all rights and licenses granted hereunder to Merchant shall cease, and each Party shall promptly, upon request, (a) return all Confidential Information to the other Party; (b) purge, destroy or delete all copies of any Confidential Information, or any portion thereof, remaining in such Party's control or possession; and (c) provide written certification to the other Party that such Party has complied with all of its obligations under this Section 8.6. Notwithstanding the foregoing, Moolagram will use reasonable efforts to remove the Content as quickly as reasonably practicable.
Post-Termination Claims. If, following termination and despite the good faith and reasonable efforts of Moolagram to remove all Content, Content is still available on or through the Moolagram App, Merchant may not assert any claim against Moolagram arising from the continued availability of Content ("Claims") until Merchant has identified with particularity and in writing the location for any such content and given Moolagram at least two (2) business days following its receipt of such notice to remove access to such Content. In the event Merchant asserts a Claim against Moolagram for money damages, the damages sought by Merchant will in no event exceed the actual amount of fees Moolagram would have received from Merchant related to the relevant Content during the period of time following termination of the Agreement through the date Moolagram removed the relevant Content from the Moolagram App.
Survival. The provisions of Sections 1, 2.2 through 2.7, 3.5, 5, 6, 7, 8.5, 8.6, 8.7, 9 and 10 will survive the termination of these TOS.
General. Merchant will, at Merchant's own and sole expense, indemnify, defend, and hold harmless Moolagram and Moolagram's affiliates, successors and assigns (and all of their respective employees, representatives, and other stakeholders) from and against any and all costs, liabilities, expenses, fees, fines, or other damages (including reasonable attorneys' fees) that are incurred or suffered in connection with any government, individual, entity, or other third party investigation, proceeding, lawsuit, demand, or claim arising out of or relating to (a) any breach by Merchant of any of Merchant's covenants or agreements in these TOS or any misrepresentation in any representation or warranty of Merchant in these TOS, (b) Merchant's use of the Service in violation of applicable law, rule or regulation, (c) Merchant's infringement of or misappropriation of the intellectual property rights or other rights of any third party or any action of Merchant that is causing harm to, any third party, (d) any claim arising out of or relating to the Content, the Brand, any Promotion or any goods or services provided or offered by Merchant, including claims for personal injury, product defect, false or misleading advertising, death, damage to personal or other property, or otherwise, or (e) against any tax assessed against, imposed on, or claimed against Moolagram for which Merchant is responsible under these TOS.
Amendment. Moolagram may change, amend or modify the provisions and terms of these TOS from time to time at its sole discretion. If Moolagram makes any substantial changes to these TOS, then Moolagram will attempt to notify Merchant by at least one of the following means: (a) sending an email to the last email address on file, (b) by posting notice of the change on its website at www.moolagram.com/merchanterms, (c) via a notification within the Moolagram App, or (d) by any other reasonable means intended to ensure that Merchant is aware of changes to these TOS. Any material changes to these TOS will be effective upon the earlier of ten (10) calendar days following the earlier of Moolagram's dispatch of an email notice, posting of notice of the changes on the above-referenced website, release of a notification in the Moolagram App, or notification by other means permitted above. As such changes will be effective immediately for new merchants. Moolagram may require consent to the updated terms in a specified manner before further use of the Service is permitted. Otherwise, continued use of the Service by Merchant constitutes and will be deemed for all purposes to be acceptance of the changes by Merchant. Please regularly check the service to view the then-current terms. The provisions above apply equally to the Merchant policies, which may be changed and updated from time to time by Moolagram on the same basis as these TOS.
Electronic Communications. Any and all communications between Moolagram and Merchant relating to these TOS may use electronic means. For contractual purposes, Merchant: (a) consents to receive communications from Moolagram in an electronic form, whether via email, posting on the Service, notification in the Moolagram App, or other reasonable means; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Moolagram provides to Merchant electronically fully satisfy any legal requirement that such communications would satisfy if they were in a print-on-paper writing. Merchant further consents to the validity of any electronic signatures by either Merchant or Moolagram in connection with these TOS and any other agreements or understandings between Merchant or Moolagram, which electronic signatures by Merchant may include "click through" acceptances.
General Items. The Parties acknowledge that the covenants set forth in these TOS are intended solely for the benefit of the Parties, their successors and permitted assigns. Merchant may not assign these TOS or any right, interest, or benefit under these TOS (whether directly or indirectly, by operation of law, or otherwise) without the prior written consent of Moolagram in Moolagram's sole discretion. Any prohibited assignment (or attempted prohibited assignment) by Merchant will be null and void. Subject to the foregoing, these TOS shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. These TOS and any right, interest or benefit of Moolagram under these TOS, may be assigned by Moolagram without the consent of Merchant. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these TOS. No failure or delay by Moolagram in enforcing these TOS shall be construed as a waiver, nor shall any waiver be effective, unless expressly set forth in a writing executed by Moolagram. If any provision of these TOS shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the Parties shall substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof. All notices related to these TOS, including notices of default, breach or termination, shall be in writing and delivered by reliable overnight delivery service or first-class, pre-paid mail, return receipt requested, to the address specified on the Cover Page, provided that any notices to Moolagram will be sent Moolagram, Inc., 101 W Grand, Suite 403, Chicago, IL 60654, Attention: Legal Notices, with a copy to: firstname.lastname@example.org. The Parties intend and hereby so state that the validity of these TOS and any part of its terms or provisions, as well as the rights and duties of the Parties hereunder, shall be governed by the substantive law of the State of Illinois, without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to these TOS may be brought in a federal or state court in Chicago, Illinois and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. In making and performing these TOS, Moolagram and Merchant act and shall act at all times as independent contractors, and nothing contained in these TOS shall be construed or implied to create an agency, partnership, joint venture, or employer-employee relationship between them. This Agreement constitutes the entire agreement between Merchant and Moolagram regarding the subject matter set forth herein, and these TOS supersede all prior proposals, representations, statements, negotiations, agreements and undertakings relating to such subject matter. These TOS automatically will be effective and binding on Merchant when Merchant first submits a registration for the Service or logs in to the Service (and any subsequent logins or registrations will constitute consent to continued agreement and assent by Merchant to these TOS in their then present form). The headings in these TOS are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of these TOS. If a Party is prevented or delayed in performance of its obligations under these TOS as a result of circumstances beyond such Party's reasonable control, including, by way of example, war, riot, fires, floods, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of these TOS, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.
Supplemental Terms. Merchant's use of, and participation in, certain features, programs, or services other than the basic Service may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in these TOS or will be presented to Merchant for acceptance prior to enrollment in such supplemental service(s). If these TOS is inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to such Service. Any Supplemental Terms will be incorporated by reference into these TOS. Additionally, any other policies posted from time to time by Moolagram and available at www.moolagram.com/merchantpolicies will apply to Merchant and Merchant's use of the Service (the "Merchant Policies"). Merchant is solely responsible for reviewing any Merchant Policies from time to time to ensure that Merchant complies with them. IF MERCHANT DOES NOT AGREE TO BE BOUND BY ANY SUCH POLICIES AS IN EFFECT FROM TIME TO TIME MERCHANT MAY NOT ACCESS OR USE THE SERVICE.
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Moolagram gives you the tools to keep local people engaged and interested in your business.
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We believe in the power of community, great partnerships and providing the support and resources to help our members succeed. We’re honored that the local businesses, non-profits and organizations that belong to our MoolaCommunity trust us, like we trust them.
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Being able to communicate with the parents and people in the community about events and announcements in real time is huge for our fundraising efforts.
I like the flexibility of Moolagram. Being able to use it when and how I want is really valuable for my business and me.
I've found Moolagram to be a wonderful marketing tool to create a buzz for a spur of the moment sale or promotion. It allows me to tailor my business to the unpredictable ups and downs of retail like no other marketing app out there. It can certainly become the perfect solution to a not so perfect day!
Moolagram has the right idea! making it easier for me to know what is going on with my favorite places is what I'm talking about!
Are you burning the candle at both ends, pulled between family, friends, and work? Are you tired of sifting through unwanted information on your mobile phone to find the stuff you care about? We are. We figured there had to be a better way so, we set out to create one.
We’re a group of 80s-loving, mobile communications commandos whose passion is to make your life better. Moolagram is more than just a mobile app. It’s a community where businesses and people connect, on their own terms. It’s all about getting people the information they want, when they want it, wherever they are. When you join Moolagram, you become part of a community where people and businesses value each other.
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