Terms — MoonRoom

General Terms

Last Updated: March 2024

These Terms and Conditions (“General Terms” or “this Agreement”) govern interaction with MOONROOM LLC, including MoonRoom’s Website and App. Additional terms apply to Educators (Educator Terms).

Please read these General Terms carefully prior to interacting with MoonRoom or Using MoonRoom’s Website or App. Continued interaction with MoonRoom, including use and viewing of Website or App, constitutes Your acceptance of the General Terms, Educator Terms, and Privacy Policy and creates a legally binding agreement between User and MoonRoom.

Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise, any license or right including those relating to any patent, trademark, copyright, or other intellectual property, proprietary, or other rights of MoonRoom or any of its affiliates, or any licensors.

Company Information

Company is MOONROOM LLC

Select Definitions

“MoonRoom,” “Company,” “We,” “Us,” and “Our” refers to MOONROOM LLC

“MoonRoom Platform” refers to the MoonRoom Website and App

“Website” refers to MoonRoom.com

“App” refers to the MoonRoom App to the extent available

“Educator(s)” refers to Users who create an Educator account to provide financial methodology and strategy educational information via the MoonRoom Website or App

“Subscriber(s)” refers to the Users who create a Subscriber account or subscribe to Educator content provided by an Educator on the MoonRoom Website or App

“User” and “You” refer to those visiting and accessing MoonRoom Website or App including but not limited to “Educator(s)” and “Subscriber(s)”

1. This Agreement.

1.1 Acceptance. In order to use the Website or App, you must first agree to abide by the terms and conditions set forth in this Agreement. By accessing the Website or App, Users indicate that they have read and agree to be bound by the terms and conditions set forth in this Agreement. If You do not agree to be bound by this Agreement, You are not authorized to use MoonRoom Website or App. Furthermore, You are not authorized to use the Website or App if (a) You are not of legal age or otherwise do not have the legal capacity to form a binding contract with MoonRoom, or (b) You are a person barred from Using the Website or App either (i) under the laws of the country in which You reside or from which You are attempting to access the Website, or (ii) due to prior violations of this Agreement.

1.2 Modifications. We reserve the right to modify this Agreement at any time. You agree to review this Agreement periodically to be aware of such modifications. You further agree that Your continued use of the Website or App after any such modifications have been made shall be deemed to be Your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. If You do not agree to abide by the initial version or any modified version of this Agreement, then You are not authorized to use the Website. The current version of this Agreement is accessible via the footer of the Website or App homepage and registration pages.

2. SPECIFIC DISCLAIMERS.

2.1 WHAT WE ARE AND WHAT WE ARE NOT. MOONROOM PROVIDES WEBSITE OR APP AS A PLATFORM THROUGH WHICH USERS, INCLUDING SUBSCRIBERS, CAN LEARN FROM EDUCATORS. NEITHER MOONROOM NOR ANY OF ITS DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PERSONNEL, REPRESENTATIVES, AGENTS, OR INDEPENDENT CONTRACTORS (COLLECTIVELY, THE "MOONROOM PARTIES") ARE LICENSED FINANCIAL ADVISERS, REGISTERED INVESTMENT ADVISERS OR REGISTERED BROKER-DEALERS. NONE OF THE MOONROOM PARTIES OR EDUCATORS ARE PROVIDING ANY INDIVIDUALIZED INVESTMENT, FINANCIAL OR LEGAL ADVICE FOR ANY USER, OR HAVE ANY SPECIFIC USER PORTFOLIO IN MIND, AND NOTHING APPEARING ON THE WEBSITE SHOULD BE CONSTRUED AS SUCH BY YOU. NONE OF THE MOONROOM PARTIES OR EDUCATORS ARE (I) MAKING ANY SPECIFIC INVESTMENT RECOMMENDATIONS, (II) IN THE BUSINESS OF TRANSACTING TRADES OR ENABLING YOU TO TRANSACT TRADES, OR (III) PROVIDING TRADING ADVICE TAILORED TO ANY PARTICULAR USER'S SITUATION. NOTHING APPEARING ON THE WEBSITE CONSTITUTES A SOLICITATION, RECOMMENDATION, PROMOTION, ENDORSEMENT, OR OFFER BY ANY OF THE MOONROOM PARTIES OF ANY PARTICULAR SECURITY, OPTION, OR OTHER ASSET OR OF ANY USER INVESTMENT. NONE OF THE MOONROOM PARTIES (A) WARRANTS THE ACCURACY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION CONTAINED ON THE WEBSITE, (B) SUGGESTS OR OTHERWISE IMPLIES THAT ANYTHING COMMUNICATED THROUGH THE WEBSITE OR APP IS A RECOMMENDATION TO BUY OR SELL ANY PARTICULAR SECURITY, OPTION OR OTHER ASSET, AND (C) THAT YOUR FOLLOWING ANY OF THE METHODOLOGIES OR STRATEGIES DESCRIBED THROUGH THE WEBSITE OR APP WILL NECESSARILY BE TO YOUR BENEFIT. WE MAY OFFER EDUCATORS THE OPTION TO ALERT THEIR SUBSCRIBERS OF CERTAIN MARKET PRICES OR OTHER INDICATIONS, BUT WE DO NOT WARRANT OR OTHERWISE GUARANTEE THAT THESE ALERTS WILL BE DISPATCHED CONSISTENTLY, IN A TIMELY FASHION, OR EVEN SUCCESSFULLY DELIVERED, OR THAT IF DELIVERED THAT SUCH ALERTS WILL BE ACCURATE.

2.2 FOR EDUCATIONAL PURPOSES ONLY. THE WEBSITE SHOULD BE USED BY YOU AS AN EDUCATIONAL RESOURCE ONLY AND NEVER AS A REPLACEMENT FOR TARGETED INVESTMENT ADVICE FROM A LICENSED PROFESSIONAL. DATA APPEARING ON THE WEBSITE (INCLUDING WITHOUT LIMITATION PAST PERFORMANCE AND PERFORMANCE ANALYSIS) ARE (A) STRICTLY FOR ILLUSTRATIVE PURPOSES ONLY, (B) NOT TO BE CONSTRUED AS A SUGGESTION, ENDORSEMENT, RECOMMENDATION, OR SOLICITATION TO BUY OR SELL ANY SPECIFIC SECURITIES, OPTIONS OR ANY OTHER ASSETS, AND (C) NOT A GUARANTEE OF FUTURE OR ANY OTHER TYPE OF RESULTS. ALL TRADES AND OTHER INVESTMENT DECISIONS YOU MAKE MUST BE BASED ON YOUR OWN INDEPENDENT RESEARCH AND ANALYSIS.

2.3 SUBSTANTIAL RISKS. THE RISK OF LOSS IN TRADING SECURITIES, OPTIONS, AND OTHER ASSETS IN ANY INVESTMENT CAN BE SUBSTANTIAL AND IS NOT SUITABLE FOR ALL INVESTORS, AND INVESTING MAY EXPOSE INVESTORS TO POTENTIALLY RAPID AND SUBSTANTIAL LOSSES. THEREFORE YOU SHOULD ALWAYS BEAR IN MIND NOT TO INVEST ANY MONEY THAT YOU CAN NOT AFFORD TO LOSE. NO "SAFE" TRADING SYSTEM HAS EVER BEEN DEVISED, AND NONE OF THE MOONROOM PARTIES (NOR ANYONE ELSE) CAN GUARANTEE PROFITS OR EVEN THE AVOIDANCE OF INVESTMENT LOSSES. YOU SHOULD BE AWARE OF ALL OF THE MANIFOLD RISKS ASSOCIATED WITH TRADING SECURITIES, OPTIONS, AND OTHER ASSETS, AND YOU SHOULD SEEK THE ADVICE OF AN INDEPENDENT FINANCIAL ADVISOR PRIOR TO ENGAGING IN SUCH ACTIVITY. BEFORE DECIDING WHETHER TO TRADE, YOU SHOULD CAREFULLY CONSIDER ALL RELEVANT RISK FACTORS INCLUDING WITHOUT LIMITATION YOUR INVESTMENT OBJECTIVES, LEVEL OF EXPERIENCE, PERSONAL FINANCIAL SITUATION AND RISK APPETITE. SPECIFICALLY, WE CANNOT AND DO NOT TAKE RESPONSIBILITY FOR LOSSES CAUSED BY A USER’S TRADING ACTIVITIES, EVEN IF SUCH LOSSES WERE BASED, DIRECTLY OR INDIRECTLY, ON MOONROOM OR EDUCATOR DATA, EVALUATIONS, ANALYSIS, FORECASTS AND OTHER COMMUNICATIONS APPEARING ON THE WEBSITE OR APP. IN FACT, THERE ARE OFTEN SIGNIFICANT DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR INVESTMENT OR TRADING PROGRAM, AND WE STRESS THAT YOU MAY USE THE WEBSITE OR APP AND INFORMATION OBTAINED THROUGH ITS USE FOR INFORMATION PURPOSES ONLY AND WITH THE ABOVE QUALIFICATIONS FOREMOST IN MIND.

3. Registration.

3.1 Registrant Profile; Password. You will only be able to use certain functionality of the Website or App if You register with Us. If You decide to register with Us, You will receive a user ID and password (“Profile”) to access Your registration account (“Account”). You shall not allow any individual or entity to use Your Profile to access the Website or App and You shall safeguard the information that would allow any individual or entity to access the Website or App by Using Your Profile. You are responsible for Your failure to safeguard such information and/or to allow any other individual or entity to access or use the Website by Using Your Profile or Account. You may not sell or otherwise transfer Your Profile or Account or any portion thereof. You shall notify MoonRoom immediately of any unauthorized use of Your Profile, Account or any portion of the Website. MoonRoom shall not be liable for any loss that results from the unauthorized use of Your Profile or Account, either with or without Your knowledge.

3.2 Accurate Information. You shall provide Us with accurate, complete and current information about Yourself during registration, and You shall update all information provided to Us or otherwise requested by Us if and as soon as such information changes.

3.3 Disabling or Revocation of Account. We have the right to cancel Your registration and Account for any reason (without having to specify the reason) or for no reason at any time, as determined by Us in Our sole discretion, including without limitation if We believe You have violated this Agreement. If We disable access to Your Account, You may be prevented from accessing the Website or App, Your Account details and/or any files or other various Website or App materials, including without limitation all texts, posts, comments, icons, images, messages, tags, links, photographs, audio, video and other content appearing on the Website or App (collectively, “Content”) which are contained in or accessible through Your Account, all of which may be deleted by Us. Such termination will mean that You will also lose access to all of Your Submitted Content (as hereinafter defined).

3.4 Cessation of Services. The form and nature of the products or services offered through the Website or App may change from time to time without prior notice to You. As part of Our continuing innovation, We may stop (permanently or temporarily) providing certain Website or App features to You at Our sole discretion, without prior notice to You.

4. Conduct.

4.1 Conduct of Educators. Educators agree to post to the Website or App only Submitted Content that is educational and informational in nature, and which otherwise complies with the provisions of this Agreement and as may be requested by MoonRoom from time to time. Educators expressly represent to MoonRoom that they will not provide any investment advice or guidance relating to any individual Subscriber's particular facts or circumstances. Educators further agree to pay and not to contest MoonRoom the MoonRoom Fees described in Section 5.1 below.

4.2 Conduct of Subscribers. Subscribers agree to use all Content appearing on the Website or App for informational purposes only, and not to rely on any such information in making any investment or other financial decisions. Subscribers agree to post to the Website or App only Submitted Content that complies with the provisions of this Agreement and as may be requested by MoonRoom from time to time. Subscribers further agree to pay and not to contest all applicable Fees described in Section 5.1 below.

5. Fees.

5.1 Our Fees. Visitors may register with Us as an Educator or Subscriber. Subscribers will be obligated to pay Us the applicable subscription fees for any purchased subscription as described on the Website or App (collectively, "Fees"). Unless otherwise stated, all Fees are quoted in U.S. Dollars. We reserve Our right and the right of each applicable Educator to modify the Fees at any time. We keep an administrative charge which is equal to fifteen percent (15%) of the Fees charged by each Educator through the Website or App (the “MoonRoom Fee(s) or Platform Fees”). MoonRoom Fees are deducted by Us from the Fees, and the remaining amount of Fees are passed on by Us (or other third party payment provider) to Educators as applicable.

5.2 Processing Fees; Information. In order to process the Fees paid by You, You will be asked by Us to supply certain payment information, including without limitation, Your full name, address and credit card information. You shall provide Us with accurate, complete and current information at all times, and comply with the terms and conditions of this Agreement and any ancillary agreement by Our payment provider or otherwise in connection with Your payment of Fees. MoonRoom and/or such a provider may store and use Your payment information (including credit card information) for processing payments and for related reasons, and otherwise in connection with Your requests. If Your payment method fails or Your account is past due, We will collect fees owed using other collection mechanisms (including without limitation deducting the amount owed from Youyour payment method(s) credit card and for accounts over a certain number of days past due retaining collection agencies and/or legal counsel).

5.3 All Charges Final. Except as described in Section 5.4 below, all Fees incurred by You through Your Account are final. Your right to use the Website or App is conditional on Our receipt of all applicable Fees. If any payment of Fees cannot be charged to Your chosen payment method or if a charge is returned or rejected for any reason, including without limitation by means of a chargeback, We reserve the right to suspend or terminate Your Account, which may involve the deletion of all of Your Submitted Content. You are fully responsible for all charges made under Your Account.

5.4 Refunds of Fees. In the event that We charge You any Fees in error, You shall be refunded to the original method of payment such mistakenly charged Fees upon either (i) Our receipt of written notice by You regarding Your claim that such an error has been made, and the independent verification by Us after We have undertaken a good faith review to investigate such claim, or (ii) MoonRoom independently learning of and verifying that such an error has occurred. Any refund provided by Us shall be Your sole remedy for any erroneous charge of Fees by Us or any person working on Our behalf.

5.5 Taxes. You are responsible for paying all Fees and applicable taxes associated with Your use of the Website or App in a timely manner with a valid payment method.

5.6 Fee Increases. At any time at Our sole discretion, We may decide to increase Our fees for certain of the products and/or services available through the Website or App. In such an event, the list of Our Fees shall be updated by Us.

6. Submitted Content; Review of Submitted Content; Usage Restrictions.

6.1 Submitted Content. MoonRoom may offer User the opportunity to post certain Content to the Website or App including without limitation: (a) for Educators, the posting of showcase videos, supporting documents, alters/feeds and posts, and (b) for Subscribers, commenting on articles and participating in discussion forums (“Submitted Content”). We encourage You to enjoy the Website or App and make use of all of Our functionality, but at the same time, We require that You be responsible community members who adhere to the applicable terms hereunder relating to such functionality so that all participating Users can have an equal educational and enjoyable experience. To this end, You acknowledge and agree that (i) MoonRoom has no obligation to use or respond to any Submitted Content; (ii) the provision of Submitted Content by You in no way imposes any other obligation on MoonRoom, whether of confidentiality, attribution, or otherwise, and MoonRoom shall not be liable for any use or disclosure of any Submitted Content; (iii) all Submitted Content submitted by You shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity or any other intellectual property or other right of any individual or entity; (iv) You will not post any Submitted Content to the Website or App which contains Trademarks (as hereinafter defined) or other materials prohibited under this Agreement or otherwise by applicable law or regulation, (v) You hereby waive any and all claims (including, without limitation, claims based upon invasion of privacy, defamation, false light, or right of publicity) arising out of any alteration, distortion or other use of Your name, image or likeness or that of any third party which is included in any Submitted Content (including without limitation Your photograph or the photograph of a third party), (vi) You will not post any Submitted Content to the Website that was previously published or which is otherwise unoriginal and You shall pay all royalties, fees and any other monies owing or owed to any individual or entity by reason of any Submitted Content that You post to the Website, (vii) Submitted Content may be subject to size and usage limitations, and You are responsible for adhering to such limitations, and (viii) all Submitted Content shall comply with the provisions of Section 6.3 hereof specifically and all other applicable sections of this Agreement and any applicable law or regulation. Without limiting any other provisions of this Agreement, if any of Your Submitted Content includes the name, image or likeness of any person, You represent and warrant that You have the exclusive and irrevocable right to exploit, and to permit others to exploit, the name, image and likeness of such person, and to use any photograph and/or other image of such person, however reproduced or depicted, in Your sole discretion, and that such use is free and clear of any obligation of compensation to You or anyone else, and You hereby transfer any such rights to MoonRoom to the extent necessary for such Submitted Content to appear on the Website without MoonRoom incurring any liability whatsoever. We may decide to impose certain space requirements regarding the storage of Submitted Content, and You shall adhere to all such requirements.

6.2 Quality and Review of Submitted Content. MoonRoom does not and shall not have any obligation to review Submitted Content before it is uploaded by You to the Website, and therefore We can not and do not guarantee the accuracy, integrity or quality of any Submitted Content and We can not assure that harmful, inaccurate, misleading, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Submitted Content will not appear on the Website. Notwithstanding the foregoing or anything to the contrary in this Agreement, MoonRoom has the absolute right (but not the obligation) to screen, review, flag, filter and monitor all Submitted Content as determined by Us in Our sole discretion, and that MoonRoom reserves the right to alter, edit, refuse to post (if applicable) or remove any Submitted Content, in whole or in part, for any reason or for no reason, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, Users, or Our service providers, all as determined by Us in Our sole discretion.

6.3 Grant of License to Submitted Content. By posting Submitted Content to the Website or App or by submitting Submitted Content to Us, You automatically grant, and represent and warrant that You have the right to grant to MoonRoom, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, derive revenue or other remuneration from, communicate to the public, distribute (through multiple tiers), perform or display all such Submitted Content (in whole or in part) and/or to create derivative works of or incorporate all such Submitted Content in other works in any form, media, or technology now known or later developed, and to grant and authorize sub-licenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, right of publicity, and any other rights contained in or accompanying such Submitted Content for any purpose, including without limitation for purposes of advertising and publicity on the Website or App and elsewhere. MoonRoom shall not be limited in any way in Our use, commercial or otherwise, of any Submitted Content, and You hereby waive any moral rights in, and approval rights to, any Submitted Content that You post to the Website or App or otherwise provide to Us. Further, We reserve the express right to incorporate any Submitted Content posted to the Website or App or otherwise conveyed by any User to MoonRoom into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever. Other than for the license granted to Us in Your Submitted Content, You shall retain all rights, including without limitation ownership rights, in and to such Submitted Content.

6.4 Usage Restrictions. You also agree not to use the Website or App in any manner that:

(a) is designed to interrupt, or destroy or limit the functionality of, any computer software or hardware or telecommunications equipment;

(b) interferes with or disrupts the Website or App, websites connected to the Website, or otherwise interferes with operations or services of the Website or App in any way;

(c) copies, modifies creates a derivative work of, reverse engineers, translates, adapts, decompiles (or attempts to translate, adapt or decompile) or otherwise attempts to extract any software underlying the Website or App;

(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy rights of any person, living or deceased (or impersonates any such person);

(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, all as determined by Us in Our sole discretion;

(f) causes Us to lose (in whole or part) the services of Our internet service providers or other suppliers;

(g) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(h) links to or Uses materials or other content, directly or indirectly, to which You do not have a right to link or Use; or

(i) violates, or encourages others to violate, this Agreement or any ancillary agreement to this Agreement, or violates or encourages others to violate any applicable local, state, national, or international law.

6.5. Feedback. Without limiting Section 6.3 or any other provision of this Agreement, if You provide to Us, directly or indirectly (including without limitation through an Educator) any suggestion or other feedback related to the Website or App (“Feedback”), then MoonRoom shall own all right, title, and interest in, and shall have all rights to use such Feedback. You hereby irrevocably assign to Us all right, title, and interests in and to the Feedback and agree to provide Us any assistance We may require to document, perfect and maintain Our rights in the Feedback.

7. Intellectual Property.

7.1 Proprietary Rights. The Website or App contains various Content which is protected by the copyright, trademark, and other laws of the United States and/or other jurisdictions. Other than for Submitted Content and third party Trademarks and/or other third parties intellectual property appearing on the Website or App, as between You and MoonRoom, all right, title, and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Website or App (including without limitation all Content appearing therein) belongs to MoonRoom, and You have no rights in and to the Website or App other than as expressly set forth in this Agreement. Except for that information which is in the public domain or for which You have been given express written permission by MoonRoom, no Content may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, Used in any derivative works based thereon or otherwise used for any public or commercial purpose without the prior written consent of MoonRoom or, where applicable, Our licensors. However, You may print copies of materials on the Website or App for Your personal, noncommercial use only, provided that You must keep intact all copyright, trademark, and other proprietary notices appearing therein and that You use such materials solely in the manner permitted by this Agreement, and not in any manner which competes with MoonRoom.

7.2 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe that Your work has been copied and posted to the Website or App in a way that constitutes copyright infringement, please provide Our copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the Website or App; (iv) Your address, telephone number, and e-mail address; (v) a written 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 (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such owner's behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon MoonRoom actual knowledge of facts or circumstances from which infringing material or acts are evident. MoonRoom's copyright agent for notice of claims of copyright infringement can be reached as follows:

Name: ________________ Copyright Agent

Address: 3525 Viewcrest Dr, Burbank CA 91504

Telephone: 818-303-1360

Fax:

Email: copyright@moonroom.com

We suggest that You consult Your legal advisor before filing a notice with MoonRoom's copyright agent. You should note that there can be penalties for false claims under the DMCA.

MoonRoom will, in appropriate circumstances and to the extent plausible, terminate the right of Users who infringe the rights of copyright holders to interact with certain or all portions of the Website or App.

If you receive a notification from MoonRoom concerning claimed infringement, You will have the right to provide MoonRoom with a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to MoonRoom’s copyright agent through the method(s) identified above, and include substantially the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which MoonRoom may be found, and that you will accept service of process from the person or entity that claimed infringement or an agent of that person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

7.3 Trademarks. MoonRoom™is a Trademark (as hereinafter defined) of MoonRoom. All other Trademarks appearing on the Website are the property of their respective owners. MoonRoom is not affiliated with, or sponsored or endorsed by, any other third party trademark owner whose Trademark appears on the Website or App, and MoonRoom does not sponsor or endorse any third party Trademark or its owner. As used herein, the term “Trademarks” means, collectively, all trademarks, service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Website or App which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other applicable jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation the distribution of Content as permitted by this Agreement, without Our prior written consent or the consent of such third party Trademark holder, as applicable.

7.4 Removal of Notices. You shall not remove, obscure, or alter any proprietary rights notices (including copyright and Trademark notices) which may be affixed to or contained within any Content, and You shall abide by all such notices.

8. Third Parties. Your participation, correspondence and/or business dealings with any third party found on or through the Website or App (including without limitation between Educators and Subscribers), or used in conjunction with information contained on the Website or App, and any other terms, conditions, representations or warranties associated with such dealings, are solely between You and such third party. Neither MoonRoom nor any of the other MoonRoom Parties shall be responsible or liable for any loss, damage, or other matter of any sort incurred as the result of any such dealings or otherwise involving such third parties. If applicable, You shall pay all sales, transfer, or other taxes and all duties, however designated, which are levied or imposed by reason of any transaction executed in connection with any third party with whom You communicate or have communicated by means of the Website or App and/or any Linked Site (as hereinafter defined).

9. Links. The Website may contain links to other websites or apps (collectively, “Linked Sites”). None of the Linked Sites are under the control of MoonRoom and MoonRoom is not responsible for the content of any Linked Site, including without limitation any link contained in a Linked Site, any changes or updates to a Linked Site, or the availability of Linked Site, and MoonRoom does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available through a Linked Site. MoonRoom is not responsible for any form of transmission received from or through any Linked Site whatsoever, including without limitation for any viruses. The inclusion of any such Linked Sites does not imply an endorsement by MoonRoom of a Linked Site or any association with its operators or owners nor is it an implication that MoonRoom is endorsed by the operators or owners of any Linked Site. MoonRoom shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from a Linked Site. All of Your activity on or in connection with any Linked Site shall be subject to the policies and procedures of the owner of such Linked Site, and not subject to this Agreement.

10. Release. You hereby release MoonRoom and each of the other MoonRoom Parties from all claims, liability, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with a dispute between You and any third party in connection with Your use of the Website or App, directly or indirectly.

11. Representations, Warranties and Covenants. You represent and warrant that (a) You have all rights, power and the full legal authority to enter into this Agreement on Your own behalf or on behalf of Your employer, as the case may be, (b) You have carefully read this Agreement and shall comply with all of Your obligations under this Agreement, including without limitation the disclaimers set forth in Sections 2, 13 and 14 hereof, (c) You accept and will abide by the terms of this Agreement, the Standard MoonRoom Agreement between Educators and Subscribers, Additional Terms Of use For Educators, the Privacy Policy, and any other ancillary terms and conditions posted on the Website or App, (d) the posting of Submitted Content by You does and shall not violate any terms and conditions to which You are bound under this Agreement, any other applicable agreement, or any applicable laws or regulations, (e) You will not use any Submitted Content provided by a User other than as permitted by this Agreement, (f) You are solely responsible for (and MoonRoom has no responsibility to You or to any third party regarding) all Submitted Content that You create, transmit, display or post while Using the Website or App and for the consequences of Your actions, including without limitation any loss or damage which any of the MoonRoom Parties may suffer related to such Submitted Content or the enforcement of any rights by You in and to such Submitted Content, and (f) this Agreement is enforceable against You in accordance with its terms and conditions.

12. Indemnification. You shall indemnify, defend and hold harmless MoonRoom and each of the other MoonRoom Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements (collectively, "Losses"), made by any third party due to or arising out of Your (a) breach of any of Your representations, warranties, covenants made or obligations undertaken in this Agreement, (b) negligence or misconduct, or (c) violation of any law or regulation. You shall immediately provide all applicable MoonRoom Parties with prompt written notice of any Claim or potential Claim of which You become aware. Upon the assertion or commencement of any Claim against one or more of the MoonRoom Parties by any third party that may give rise to liability of any of such MoonRoom Party hereunder, You shall assume the control of the defense of such Claim at Your sole expense with counsel reasonably acceptable to each such applicable MoonRoom Party; provided, however, that each such applicable MoonRoom Party may take part in and/or to fully assume such defense, at its own expense in its sole discretion, after You assume the control thereof. You shall not enter into any settlement of any Claim which any of the MoonRoom Parties believes is adverse to its interests, without receiving the prior written consent of each of the MoonRoom Parties affected by such Claim, and in no event shall any of the MoonRoom Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.

13. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO EACH OF THE PROVISIONS SET FORTH IN SECTIONS 13.1 AND 13.2 BELOW:

13.1 YOUR SOLE RISK. YOUR USE OF THE WEBSITE OR APP IS AT YOUR SOLE RISK AND THE WEBSITE AND APP ARE PROVIDED "AS IS." NONE OF THE MOONROOM PARTIES ASSUMES ANY RESPONSIBILITY FOR YOUR USE OF THE WEBSITE OR APP, INCLUDING WITHOUT LIMITATION ALL CONTENT PROVIDED THROUGH THE WEBSITE AND APP, AND NONE OF THE MOONROOM PARTIES MAKES ANY PROMISE, GUARANTY, PREDICTION OF SUCCESS OR ANY CLAIM TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN ENABLING YOU TO MAKE USE OF THE CONTENT OR OTHER WEBSITE OR APP FEATURES. NOTHING IN THIS AGREEMENT SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION BY MOONROOM. IN PARTICULAR, EACH OF THE MOONROOM PARTIES EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT (A) YOUR USE OF THE WEBSITE OR APP WILL MEET YOUR EXPECTATIONS OR NEEDS, (B) YOUR USE OF THE WEBSITE OR APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS OR OMISSIONS, (C) DATA AND OTHER INFORMATION APPEARING ON WEBSITE OR APP WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT OR SUCCESSFUL, (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE WEBSITE OR APP WILL BE CORRECTED OR UPDATED, AND (E) WE ARE IN ANY WAY LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY DIRECTLY OR INDIRECTLY RESULT FROM ANY INFORMATION, GUIDANCE, SUGGESTION, ADVICE, OPINION, REPRESENTATION OR OMISSION, WHETHER ARISING FROM OUR NEGLIGENCE OR OTHERWISE, WHICH APPEARS ON THE WEBSITE OR APP.

13.2 NOT RESPONSIBLE FOR SUBMITTED CONTENT. NONE OF THE MOONROOM PARTIES ENDORSES OR IS RESPONSIBLE FOR ANY SUBMITTED CONTENT OR OTHER THIRD PARTY CONTENT WHICH APPEARS ON THE WEBSITE OR APP. NONE OF THE MOONROOM PARTIES IS RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR INTERACTION WITH ANY THIRD PARTY INCLUDING ANY TRANSACTION ENGAGED IN BY YOU, DIRECTLY OR INDIRECTLY, WITH YOUR USE OF THE WEBSITE OR APP. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT, AND NONE OF THE MOONROOM PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED DIRECTLY OR INDIRECTLY THROUGH YOUR USE OF THE WEBSITE OR APP. SPECIFICALLY, EACH OF THE MOONROOM PARTIES DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH YOUR USE OF THE WEBSITE OR APP, INCLUDING WITHOUT LIMITATION ANY TRANSACTION ENGAGED IN BY YOU OR IN CONNECTION WITH YOUR USE OF ANY CONTENT.

14. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO EACH OF THE PROVISIONS SET FORTH IN SECTIONS 14.1, 14.2 AND 14.3 BELOW:

14.1 LIMITED LOSSES AND DAMAGES. IN NO EVENT SHALL ANY OF THE MOONROOM PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR APP (INCLUDING WITHOUT LIMITATION ARISING OUT OF ANY CONTENT OBTAINED BY YOU FROM THE WEBSITE OR APP OR ANY TRANSACTION ENGAGED IN BY YOU IN CONNECTION WITH CONTENT OBTAINED FROM THE WEBSITE OR APP), WHETHER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, OR ANY OTHER INTANGIBLE LOSS OR DAMAGE. WITHOUT LIMITING THE FOREGOING, NONE OF THE MOONROOM PARTIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (A) ANY SUBMITTED CONTENT, (B) ANY RELIANCE PLACED BY YOU ON ANY CONTENT POSTED BY MOONROOM, INCLUDING WITHOUT LIMITATION ANY TECHNICAL, TYPOGRAPHICAL, PHOTOGRAPHIC OR OTHER ERRORS, (C) ANY CHANGES WHICH MOONROOM MAY MAKE TO THE WEBSITE OR APP, (D) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE OR APP BY ANY EDUCATOR OR BY MOONROOM (OR ANY FEATURES CONTAINED ON THE WEBSITE OR APP), (E) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT, INCLUDING WITHOUT LIMITATION SUBMITTED CONTENT, (F) YOUR FAILURE TO PROVIDE US WITH (I) IMMEDIATE NOTICE OF ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USER OF WHICH YOU BECOME AWARE, (II) YOUR FAILURE TO KEEP YOUR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL, OR (III) ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WHICH WAS INITIATED OR WHO WAS INTRODUCED TO YOU THROUGH THE WEBSITE OR APP, OR WHICH OTHERWISE OCCURRED IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH YOUR USE OF THE WEBSITE OR APP.

14.2 CAP ON LIABILITY. IN NO EVENT SHALL ALL OF THE MOONROOM PARTIES' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR APP EXCEED THE LESSER OF (I) THE CUMULATIVE AMOUNT OF THE FEES PAID TO MOONROOM (IF APPLICABLE) FROM FEES PAID BY YOU THE SIX (6) MONTH PERIOD PRECEDING A CLAIM ARISING IN CONNECTION WITH SUCH LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100). [CAP TBD]

14.3 EXCLUSIONS. THE ABOVE LIMITATIONS OF LIABILITY OF THE MOONROOM PARTIES TO YOU IN THIS SECTION 14 SHALL APPLY WHETHER OR NOT ANY MOONROOM PARTY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY LIABILITIES, LOSSES OR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR APP. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 13 OR 14 HEREOF MAY NOT APPLY TO YOU.

15 No Endorsement. MoonRoom is not affiliated with, or sponsored or endorsed by, any specific trading methodology, strategy or service. The owners of any third party Trademark or copyright appearing on the Website or App are not sponsors of MoonRoom or the Website or App and have not endorsed and are not affiliated with MoonRoom or the Website or App, and MoonRoom is not a sponsor and does not endorse any such third parties.

16. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between You and MoonRoom by this Agreement or by Your use of the Website or App.

17. Privacy. MoonRoom views the protection of Your privacy as an important responsibility. The terms regulating the handling of personally identifiable information (“PII”) and other information submitted by You in connection with the Website or App is described in Our Privacy Policy, which can be found at http://www.moonroom.com/privacy/. By Using the Website or App, You consent to the processing of Your PII and other information by MoonRoom as described in the Privacy Policy.

18. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding conflict of laws provisions thereof. You hereby agree to the personal and exclusive jurisdiction by and venue in the courts located within the County of Los Angeles, State of California, and to receive service of process through certified mail or by other means sanctioned by law, and the parties expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

19. Timely Filing of Claims. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR APP, INCLUDING WITHOUT LIMITATION YOUR USE OF THE WEBSITE OR APP, MUST BE FILED BY YOU PURSUANT TO SECTION 18 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

20. Notices. All notices hereunder to Us shall be given by certified mail, postage prepaid and return receipt requested, to: MoonRoom, 3525 Viewcrest Dr. Burbank CA 91504, Attn: Jordan Schulze, with an electronic copy to support@moonroom.com. Notice shall be deemed given three (3) days after the date of such mailing, and in the case of electronic mail, upon the sending of such message.

21. Assignment. You shall not resell or assign Your rights, duties or obligations under this Agreement and any attempted assignment or delegation of such rights, duties or obligations will be void and of no force or effect whatsoever. This Agreement may be freely assigned by MoonRoom, at Our sole discretion, to a third party, and such an assignment will inure to the benefit of Our successors, assigns and/or licensees. Without limitation of the foregoing, We may sell, transfer or otherwise share some or all of Our assets, including without limitation Your PII, with any parent company, subsidiary, joint venture, and an entity under Ourcommon control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of a bankruptcy. In each such an event, the PII We have collected from You may be one of the assets transferred.

22. Validity; Section Headings. If any provision of this Agreement is held to be invalid, illegal, void or unenforceable by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, and the application of such provision to other persons or circumstances will be interpreted reasonably to effect the intent of the parties. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

23. Waiver. Our failure to act with respect to a breach by You or others does not waive Ourright to act with respect to a subsequent or similar breach or subsequent or similar breaches. If MoonRoom does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which MoonRoom has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of MoonRoom’s rights, and all such rights or remedies shall still be available to MoonRoom.

24. Force Majeure. MoonRoom will not be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused directly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, pandemic, epidemic, riots, civil disorders, rebellions or revolutions in any country, or any other similar cause beyond the reasonable control of MoonRoom.

25. Survival. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of You and MoonRoom.

26. Contact Us. If You have any questions or concerns regarding the Website, please contact Us by e-mail at info@moonroom.com or write to Us at MoonRoom, 3525 Viewcrest Dr. Burbank CA 91504, Attn: Jordan Schulze.