1. Acceptance of these Terms
We make Moonlander’s service available under these Terms to our customers (“Customers“, “you”, or “your”) who have entered into an agreement with us by accepting service or a proposal from us in any form. The Moonlander’s service may be used for the rendering, creation, generation, delivery, and optimization of audiovisual works ("Creatives") through our proprietary Platform.
2. Modifications to the Terms
Moonlander reserves the right to change or modify the Terms from time to time. Posting the modified Terms on this page will give effect to the revised terms. Your continued use of the Moonlander service indicates your acceptance of any revised terms. If you do not agree to the revised terms, please refrain from using Moonlander’s services.
Your access to and use of Moonlander’s service is provided at no additional charge to you under these Terms, but is expressly subject to your continued and timely payment in full of all applicable fees, taxes, and other charges, as set forth in your Agreement with Moonlander. In any case of non-payment and/or untimely payment and/or incomplete payment, Moonlander has the right to (temporarily) suspend your right to Moonlander’s services.
If and whenever you enter into an Agreement with Moonlander (through written confirmation), in the event you want to cancel your Agreement with Moonlander, either during or before delivery of the Service, without clear shortcomings from the side of Moonlander, Moonlander retains the right to charge you fully for the agreed-upon fees, taxes, and other charges, as set forth in your Agreement with Moonlander.
4. Access and Restrictions
Subject to your compliance with these Terms, after an agreement, Moonlander grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right of use of Moonlander’s service. As a condition to the foregoing, you agree not (and shall not allow any third party) to:
• 4.1 copy, distribute, rent, lease, lend, use for timesharing, commercially host, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Moonlander’s service or any part thereof;
• 4.2 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, Moonlander’s service or any part thereof, except as expressly permitted by the law in effect in the jurisdiction in which you are located;
• 4.3 remove or modify any proprietary notices, labels, or legends on or in the Moonlander’s service;
• 4.4 (try to) disable any security or technological features of the Moonlander’s service;
• 4.5 use, post, transmit or introduce any device, code, routine or other items (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Moonlander’s service;
• 4.6 use the Moonlander’s service to design or develop any product or service that competes with Moonlander’s service or the business of Moonlander, or use Moonlander’s service for any unlawful or fraudulent purpose, to breach these Terms, or to infringe or misappropriate any third party intellectual property, privacy, or publicity rights;
• 4.7 take any action that imposes or may impose, as determined in Moonlander’s sole discretion, a disproportionately large load on Moonlander’s service infrastructure;
• 4.8 publicly disclose the results of any Moonlander’s service benchmark (or similar comparison) test, without the express prior written approval of Moonlander;
• 4.9 use Moonlander’s service in a manner inconsistent with its then-current documentation.
Moonlander has put in place physical, electronic, and organizational procedures according to industry best practices to safeguard and secure the information (Data) we collect, receive, and/or process through or/and with Moonlander’s services.The Moonlander data policy is an inherent part of these Terms and your Agreement with Moonlander.
• 6.1 As you use our Services, you (or we for you) may import (manually or automatically) into our system, the personal information you have collected from your users/customers or other individuals. We have no direct relationship with these users/customers or any person other than you, and for that reason, you are responsible for making sure you have the appropriate permission for us to collect and process information about those individuals.
• 6.2 In some applications, we will process the personal information of your customers in order to generate personalized videos. If and whenever we do this, a data processing agreement should be in place to govern this processing procedure. If there is no data processing agreement in place, Moonlander's standard data processing agreement will apply.
The Moonlander’s service may include tools giving you the opportunity to provide us with feedback data (such as but not limited to, comments, suggestions, and questions) about the Moonlander’s service (“Feedback“). You agree that all rights, title, and interest in and to all Feedback (even if provided to us other than through Moonlander’s service tools) are and shall remain the sole and exclusive property of Moonlander.
8. Support & Service Level Agreement
In conjunction with any technical support and extended support to which you may be entitled under your Agreement, Moonlander provides email and telephone support (under working hours) for your use of Moonlander’s service under these Terms.
• 9.1 General. All rights regarding the Moonlander platform and the Moonlander services, not expressly granted under these Terms are hereby reserved by Moonlander. In addition, the rights granted by Moonlander to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 13 below) or your breach of any provision of these Terms.
• 9.2 Moonlander’s service. All rights, title, and interest in and to the Moonlander’s service and its features (such as but not limited to, graphics and interface), including all reproductions, corrections, modifications, customizations, enhancements, and improvements thereof, as well as all related patent rights, copyrights, trade secrets, trademarks, service marks, goodwill, and intellectual property rights, are and shall remain the sole and exclusive property of Moonlander and/or its licensors.
• 9.3 Any work made by you in our Service. With Moonlander's service, you have the ability to create creative concepts and generate audio-visual works. All the intellectual property of these concepts and audio-visual works shall be solely and exclusively owned by you. If our managed service team has created these concepts (including templates) or audio-visual works for you, these are also solely and exclusively owned by you.
Both Moonlander and you may have access to certain non-public and/or proprietary information of the other, in any form or media, including without limitation trade secrets, technical data, technology, know-how, software codes and designs, price lists, and developments (“Confidential Information“). You acknowledge and agree that Moonlander’s service is or contains Confidential Information of Moonlander. Each party shall take measures at least as protective but in no event less than a reasonable standard, as those taken to protect its own Confidential Information, to safeguard the Confidential Information of the other party from unauthorized disclosure and use.
You may only use our Confidential Information to the extent explicitly granted under these Terms (if any), and you may only disclose our Confidential Information to your employees who have a need to know such Confidential Information and who are subject to written confidentiality undertakings at least as protective of our Confidential Information as set forth herein. All right, titles, and interests in and to Confidential Information are and shall remain the sole and exclusive property of the party disclosing it hereunder.
In the event that either you or we (the “Recipient“) are required by law, regulation, judicial order, or other administrative or legal requirements to disclose the disclosing party’s (the “Discloser“) Confidential Information, the Recipient agrees to notify the Discloser immediately in writing unless otherwise prohibited by such law, regulation, order or requirement. Upon termination of these Terms (as described in paragraph 13), each party shall promptly return or destroy all Confidential Information of the other party and, upon request, certify same in writing.
11. Compliance with Laws
You agree to comply with all applicable international, national, state, regional, and local laws and regulations in accessing and/or using Moonlander’s service (or any part thereof) and in performing your obligations and exercising your rights under these Terms, including without limitation laws relating to privacy, data protection, and exports.
12. Representations and Warranties
You hereby represent and warrant that (a) you possess and shall maintain all rights, licenses and consents required to license to Moonlander the consumer data and creative files, image rights, interfaces & templates and that such license does not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party; (b) you possess and shall maintain all governmental and administrative licenses, permits and approvals necessary to use the Moonlander’s service and to perform your obligations and exercise your rights under these Terms; and (c) all Creative Files, Image Rights, Interfaces & Templates will (i) be free from any viruses, Trojan horses, worms, or other malicious code or items, (ii) not contain obscene language, pornography (or other adult-only content), defamatory, racist or similar content, (iii) not constitute a tort against any third party, and/or (iv) not infringe or misappropriate the intellectual, privacy or publicity rights of any third party.
Moonlander hereby represents and warrants that (a) the Moonlander service does not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party; (b) it possesses and shall maintain all governmental and administrative licenses, permits and approvals necessary to perform its obligations and exercise its rights under these Terms; and (c) the Moonlander service will (i) be free from any viruses, Trojan horses, worms, or other malicious code or items, (ii) not contain obscene language, pornography (or other adult-only content), defamatory, racist or similar content, (iii) not constitute a tort against any third party, and/or (iv) not infringe or misappropriate the intellectual, privacy or publicity rights of any third party.
You acknowledge and agree that when you are in violation of these Terms, Moonlander can, at any time, and without notice to you: (a) discontinue or modify any aspect of Moonlander’s service; and/or (b) suspend or terminate your, or general, access to the Moonlander’s service (or any part thereof), and in such an event Moonlander shall not be liable to you or any third party for any loss, damage, or injury resulting or arising therefrom. Our termination of your, or general, access to, the Moonlander’s service shall constitute our termination of the Terms, and any Account you may have shall become canceled upon such termination. In the event that you use the platform after you terminated your contract with Moonlander, Moonlander retains the right to charge you for the usage of that period in line with your terminated contract.
You enter into a contract with Moonlander for a period that is defined in your Agreement. Unless noted specifically otherwise in your Agreement, the initial term is one (1) year (12 months) after the start of your license (the moment the Agreement has been signed by you), regardless of the payment terms in the Agreement (e.g. you can have payment terms per month or per quarter while having a contract period of one, two or three (1,2,3) years). Your Agreement shall automatically renew for additional terms of one (1) year (12 months) each unless either Party shall give notice of cancellation at least thirty (30) days prior to the expiration of the original term or any renewal thereof.
15. Disclaimer of Warranties
• 15.1 You assume all responsibility for the selection of Moonlander’s service to achieve your intended results. You also acknowledge and agree that the below exclusions and disclaimers are an essential part of these Terms. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply. References below to the “Moonlander’s Service” include the Moonlander’s service as a whole as well as each part thereof.
• 15.2 The Moonlander’s service is provided on an “as is” and “as available” basis, and you acknowledge that apart from these terms and our SLA, there are no representations, warranties, or claims of any kind made by Moonlander with respect to the Moonlander’s service, whether express, implied or statutory, including without limitation warranties of quality, performance, merchantability, fitness for a particular purpose, non-infringement, and title, or otherwise arising from a course of dealing or usage of trade.
• 15.3 Apart from what is stipulated in our SLA, Moonlander does not warrant that Moonlander’s service will operate uninterrupted, error-free, according to your needs, or that defects will be corrected. Moonlander does not offer a warranty or make any representation or claim regarding any content, materials, information, or results that you create or obtain through Moonlander’s service (such as the likelihood of increasing consumer retention, engagement or revenues). Your use of, and reliance upon, Moonlander‘s service, is entirely at your sole discretion and risk, and Moonlander shall have no responsibility or liability whatsoever to you in connection with any of the foregoing. That being stated, Moonlander warrants that it shall use its best endeavors to promptly rectify defects and errors which interrupt and/or adversely impact the Moonlander service.
• 15.4 You agree that Moonlander will not be held responsible or liable for any consequences to you or any third party that may result from technical problems of the internet, slow connections, system failure, outages, traffic congestion, an overload of our or other servers, or other events beyond Moonlander’s reasonable control.
16. Limitation of liability
Notwithstanding any other provision in these terms, and to the fullest extent permitted by applicable law:
• 16.1 Moonlander will not be liable to you or any third party for any indirect, consequential, incidental, punitive or special damages of any kind, or for your, or any third parties, loss of profits, revenues, business opportunity, or data, arising out of these terms or in connection with the use of, or inability to use, the Moonlander’s service (or any part thereof), whether based on a claim or action in contract, tort (including negligence) strict liability, breach of statutory duty, or otherwise, even if Moonlander has been advised of the possibility of such damages, and even if direct damages do not satisfy a remedy.
• 16.2 Moonlander’s aggregate liability to you or any third party for any loss and/or damages under these terms or in connection with the use of, or inability to use, Moonlander’s service (or any part thereof), shall not exceed the total amount of fees paid by you to Moonlander (if any) hereunder in the twelve (12) months prior to bringing the claim.
You agree to indemnify and hold harmless Moonlander and its subsidiaries, its affiliates, officers, directors and employees, from and against any and all liability, losses, claims, damages and expenses, including, but not limited to, reasonable attorney’s fees and costs of litigation, related to Your breach of these Terms, or to any Content You submit or post, or to Your use of the Platform, or to Your violation of any rights of a third party.
You agree that Moonlander may use your company logo on Moonlander’s customer list and website to disclose that you are a licensee and customer of Moonlander. In addition, you agree that Moonlander may use your use of the Moonlander service in the form of Video and elaborating text and visuals on Moonlander's website. If you don’t want to have your project/campaign/use of the Moonlander service made public, you should inform Moonlander of this.
• 19.1 Relationship. The relationship between you and Moonlander is solely that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship.
• 19.2 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the Netherlands, without regard to their conflicts of law rules and principles.
• 19.3 Jurisdiction and Venue. You agree that any action, proceeding, controversy or claim (each, a “Dispute“) under or arising out of these Terms, between you and Moonlander, shall be brought and resolved only in the courts located in the Netherlands, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts with respect to a Dispute. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction.
• 19.4 Severability. In the event, any provision of these Terms is ruled to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar legal intent and economic impact shall be substituted therefor.