Terms & Conditions

MOZEO TERMS AND CONDITIONS

Last Revised: June 21, 2021

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1. ACCEPTANCE OF TERMS AND CONDITIONS

Mozeo, LLC (“Mozeo,” “we,” “us,” or “our”) provides its service to You, subject to the following Terms and Conditions ("T&C"), which may be updated without any notice. You (“Licensee”, “you,” or “your”) can review the most current version of the T&C at any time by visiting this page. Mozeo and Licensee may be referred to in the T&C collectively as “Parties” or individually as a “Party.”  Mozeo and Licensee may agree to terms that are additional to or different from those contained in this T&C if the additional or different terms are 1) in writing and 2) signed by both Licensee and Mozeo, The Parties agree that this T&C, any additions or edits to it, as well as any supporting documents such as an Order Form, Scope of Work (“SOW”) or Master Services Agreements (“MSA”), form a single Agreement.

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2. DESCRIPTION OF SERVICE

Mozeo provides customers with access to a rich collection of resources, including various communications tools, mobile services, search services, personalized content, and branded programming through its network of properties which may be accessed through any various mediums or devices, now known or hereafter developed (the "Service" or “Services”). The Services may be ordered through mozeo.com. Alternatively, Services may be ordered from Mozeo directly, in which circumstance Licensee and Mozeo will enter into an agreement detailing the Services provided.

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3. PAYMENTS AND REFUNDS

Mozeo may make available to You various payment processing methods to facilitate the purchase of Services from Mozeo. You must abide by any relevant terms and conditions or other legal agreement, whether with Mozeo or a third party, that governs Your use of a given payment processing method. Mozeo may add or remove payment processing methods at its sole discretion and without notice to You.

You agree to pay for any Services that You order, and You agree that Mozeo may charge Your credit card or another form of payment that You indicate for any Services ordered, along with any additional amounts (including any taxes). You agree that You are solely responsible for all fees associated with purchases You make with Mozeo. Mozeo displays the pricing for Services on Mozeo.com, within Your Mozeo Dashboard, or on an agreement negotiated between Licensee and Mozeo. Pricing and availability of all Services are subject to change at any time unless an agreement is negotiated between Licensee and Mozeo. All payments shall be in United States dollars.You are responsible for any Taxes, where applicable, and must pay Mozeo for Services without any reduction for Taxes. If Mozeo is obligated to collect or pay Taxes, the Taxes will be invoiced to You unless You provide Mozeo with a valid tax exemption certificate authorized by the appropriate taxing authority. If You are legally required to withhold any Taxes from Your payments to Mozeo, You must provide Mozeo with an official tax receipt or other appropriate documentation to support such payments. "Taxes" means any duties, customs fees, or taxes (other than Mozeo's income tax) associated with the sale of Services, including any related penalties or interest. If the Licensee's procedures require that an invoice be submitted against a purchase order before payment can be made, the Licensee will be responsible for issuing such purchase order and must be set up with Mozeo ahead of time to receive invoices. Services will begin when payment is received.

If you decide within (30) days of signing up that Mozeo is not for you, we will credit back any unused messages at the rate of the package you chose. If you decide Mozeo is not for you after (30) days, we will give you until the end of your subscription to use up what you can and not charge you again.

Monthly subscription plan credits expire monthly, and yearly subscription plan credits expire yearly. Plan message credits do not roll over.

Mozeo will not refund any purchase or credits older than 180 days.

All refunds will be credited only to the original payment information used.

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4. SUPPORT SERVICES

Mozeo Support is available in the following ways: a) by going online to www.mozeo.com, 24 hours a day, 7 days a week; b) by chatting with a representative during normal business days from 9:00 AM Eastern Time to 4:00 PM Eastern Time if Licensees subscription allows it; c) by emailing support@mozeo.com; or d) by calling Your Customer Care Representative, should You have one.

Mozeo shall use commercially reasonable efforts, without unnecessary delays, to correct the problems/defects reported; to provide Licensee with a way to temporarily work around the critical problem if able to do so; or to notify Licensee on a regular basis as to the progress of the corrective efforts, until such time as a correction can be made.

Licensee, upon detection of any error, defects, or nonconformity, shall, if requested by Mozeo, submit to Mozeo a listing of output and any such other data which Mozeo reasonably may request in order to reproduce operating conditions similar to those present when the error occurred, or the defect or nonconformity was discovered, as the case may be.

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5. NONDISCLOSURE

Either Party may disclose the general existence and nature of any Agreement between the Parties. Still, it may not disclose the specific terms of any Agreement without the prior consent of the other Party unless the Agreement is publicly available. Mozeo shall not issue a press release concerning any agreement with Licensee without first obtaining the cooperation and permission of Licensee.

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6. TERM AND TERMINATION

At its discretion, Mozeo may end the Service or Services at any time.

The termination of Service shall not relieve the Licensee's obligation to pay all fees that accrued prior to such termination.

Upon termination, the Licensee must have all outstanding invoices and debts fully paid before an electronic output of the Licensee's complete contact database can be released.  Mozeo will deliver an electronic output of the Licensee's complete contact database within thirty (30) days of receiving payments for all outstanding debts. If the Licensee requires a custom extract of their data, an additional fee will be applied in order to extract the needed information.

All outstanding plan or additional rollover credits will be forfeited at the time of termination, and the sending phone number deprovisioned and released.

Mozeo reserves the right to remove a Keyword from an account if there has been no intentional use of the keyword and no purchase of credits in the last 365 days.

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7. SERVICE USE

Mozeo will provide the Services in accordance with industry standards.

Mozeo will reasonably publicize changes to the Services, which apply generally.

Mozeo will give You reasonable advance notice of any interruption of a Service due to maintenance.

In order to manage or send any communications, You must register for an account.  Registering for an account can only be done on www.mozeo.com or by contacting someone at Mozeo directly.  Upon registering, the Licensee will be granted a “License” to use the products and services available from Mozeo.  

You must only use the Services -

  • in accordance with Your Agreement with Mozeo;
  • for lawful purposes;
  • in accordance with the “U.S. Consumer Best Practices for Messaging,” promulgated by the Mobile Marketing Association (“Best Practices”);
  • in accordance with our Acceptable Use Policy, which is incorporated into this Agreement by reference.
  • in accordance with all applicable local, national, and international laws and regulations, including but not limited to the Telephone Consumer Protection Act, 47 U.S.C. § 277, and regulations or guidelines interpreting it (“TCPA”); and
  • for the purposes for which they are designed.


When You use our Services, You must not -

  • do anything which violates any terms of Your Agreement with Mozeo;
  • send junk text (SMS) messages, spam or any unsolicited messages (commercial or otherwise);
  • make any misrepresentation including, without limitation, those that may deceive, mislead, defraud or otherwise misrepresent any fact or circumstance to any person;
  • impersonate, attempt to impersonate, or otherwise misrepresent Your identity to any person for whatever purpose or create a false identity mobile phone address or header;
  • change the content of communications received by You and thereafter forward same to others without indicating the nature of the changes, and forge or otherwise manipulate origination details and data on any electronic data message with a view to disguising or deleting the origin of anything transmitted using our Service;
  • transmit anything (including, without limitation, words and images) which, in Mozeo’s opinion, may be defamatory, discriminatory, obscene, lewd, offensive, threatening, abusive, harassing, harmful, hateful or which may contain child or violent pornography, religious or racial slurs or may threaten or encourage bodily harm or the like or which may violate any person's rights regardless of whether such content is accessed, transmitted, propagated, distributed, created or stored in a public or private context;
  • commit fraud or solicit or induce any person to participate in any commercial or non-commercial activities which are in the nature of a financial scam, "pyramid schemes" or "chain letters";
  • violate or infringe any intellectual property rights;


In addition, You must not do anything which does or may -

  • damage, impair, overburden or disable any system of any person (including us) using our Services;
  • interfere with another person’s use and enjoyment of the Service or of similar services;
  • interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; or compromise or tamper with the security of our or any other person's software, hardware, systems, networks or services;
  • transmit any computer code which is designed to harm, or has the effect of harming, the operation of any software, hardware or network, including, without limitation, viruses, Trojan horses, worms, time bombs, and cancelbots;
  • harvest or collect information about others, including email addresses, without their consent, for any reason;
  • violate the privacy of any person;
  • reproduce, duplicate, copy, sell or re-sell any of our Services or any part thereof (including, without limitation, websites and web pages, or any services that constitute the provision of telecommunications services in terms of applicable legislation); or the information or data contained in our services;
  • repeatedly or in a rapid manner transmit content in such a manner as to have the effect of harassing a recipient;
  • transmit content that You do not own or do not have the right to publish or distribute;
  • access any of our Services or any similar service of any third party or any network without authorization or through hacking, password mining or any other means;
  • perform any illegal activities including (without limitation) promoting or facilitating access to, use of or sale of dangerous substances or devices;
  • help any third party to do any of the above.


We encourage the use and publicity of anti-spam policies.

Passwords

We provide You with a login and password. Any security measures over and above these are Your responsibility.

Although we provide API connection specifications and will attempt to keep the specifications accurate and up to date, these specifications may be incomplete and may change from time to time without notice to You. You must test the specifications thoroughly on a regular basis, as we are not liable for specifications that may be incorrect or incomplete.

You -

  • must keep Your password, account name, and account information confidential and must not disclose these to third parties;
  • must not circumvent or attempt to circumvent our user authentication systems;
  • are entirely responsible for all payments and any activities that occur under Your account;
  • are liable for any damage, loss or costs that we or any third party sustain howsoever arising as a result of any of Your actions, or any actions of a third party using Your password, account name or account information; and indemnify us against any claim howsoever arising from any use of Your password, account name or account information by a third party or as a result of Your breach of this clause.


You must tell us immediately if there is any unauthorized use of Your account or any other security breach.

Consent Requirements
Prior to any communications, you must obtain an agreement of consent from the recipient to communicate with them. You must clarify to the individual they agree to receive communications of the type you will send. You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed or a timestamp of when the contact completed the sign-up. Further, You agree to provide documentation of consent if requested by Mozeo.

Consent can’t be bought, sold, or exchanged. Third-party lists of phone numbers are strictly forbidden. This includes purchased or rented lists, lists collected by someone other than you, and lists scraped from third-party sources, including public websites. Your contacts should be gathered and consented to entirely by you.

Mozeo gives You the ability to add single contacts and/or the ability to upload multiple contacts. You agree by uploading or adding contacts You are solely responsible for the collection of these contacts. You further represent and warrant that You have gotten prior written consent, as outlined above, from these individuals to send them text or email messages.

The consent applies only to you and to the specific use or campaign that the recipient has consented to. You can't treat it as blanket consent allowing you to send messages from other brands or companies you may have or additional messages about other uses or campaigns.

Every message you send must clearly identify you as the sender, except in follow-up messages of an ongoing conversation.

For more information on consent, please visit our guide on consent in our resources.
Mobile Contests & Sweepstakes (Text-to-Win) If Licensee uses Services to conduct contests or sweepstakes (such as “text-to-win”) Licensee agrees that it is solely responsible for ensuring that the sweepstakes or contest applies with all applicable laws. Further, Licensee is solely responsible for compiling and administering the sweepstakes or contest rules.

Message Delivery
Licensee acknowledges that messages are distributed via third-party mobile carrier networks and, therefore, Mozeo cannot control certain factors relating to message delivery. Licensee acknowledges that depending on the recipient’s mobile carrier provider, it may not be possible to transmit the message to the recipient successfully. Mozeo does not claim or guarantee the availability or performance of this service, including liability for transmission delays or message failures.

Messages are deemed to have been delivered when we have delivered or sent the messages to the immediate destination that our software is programmed for, including SMTP servers, mobile telephone networks, or any other intermediary server or API that Mozeo deems to be the point of dispatch of the message.

Messages may be delivered late due to queuing, network traffic, or mobile carrier outages. This may still result in the message being seen as "delivered" or “sent” in Your Mozeo Dashboard on mozeo.com.

Participating mobile carriers may choose from time to time not to be part of our networks or the networks of our service providers. This may result in messages not being delivered.

Mozeo and any participating mobile carrier will not be liable for any delayed or undelivered messages. Delivery of messages is subject to effective transmission from the recipient’s wireless carrier/network operator.

Additional terms may apply for shortcodes Mozeo manages. For more information, please visit https://legal.mozeo.com/smsterms/index.html.

End-User Charges
The Licensee understands that Mozeo Services are delivered without charge from Mozeo to their contacts. However, message and data rates may apply. Standard text message charges may appear on the contacts’ wireless bill or may be deducted from a prepaid balance. The Licensee further understands their contacts are fully liable for any mobile phone charges incurred (usage, subscription, etc.) as a result of You using any of Mozeo's Services. Licensee and Contacts should consult their mobile service carrier's pricing plan to determine the charges for sending and receiving text messages.

Opt-Out or Unsubscribe
The Licensee understands that contacts can opt-out or unsubscribe from this Service or messages at any time. To opt-out, the Contact can text or reply STOP to any Mozeo number from their mobile phone. In addition to STOP, END, QUIT, or CANCEL can be texted to opt-out. Licensee may also opt-out a Contact through the Mozeo Dashboard.

Messages and Other Limitations
Mozeo is not responsible for the deletion or failure to store information by Licensee.

Mozeo sets no fixed upper limit on the number of messages You may send through the Service as long as you have credits available or an agreed-upon arrangement with Mozeo, subject to any limits You agreed to with Mozeo.

Mozeo owns and/or operates several different Shortcodes and phone numbers. Mozeo will use all reasonable efforts to accommodate Your preferences. However, Mozeo reserves the right to change Your shortcode or number at any time without notice to you.

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8. SERVICE AVAILABILITY

Mozeo shall attempt to provide the Services for twenty-four (24) hours per day, seven (7) days per week, throughout the term of this Agreement. Licensee agrees that from time to time, the Services may be inaccessible or inoperable for any reason, including, without limitation:


1. equipment malfunctions;
2. periodic maintenance procedures or repairs that Mozeo may undertake from time to time; or
3. causes beyond the control of Mozeo or that are not reasonably foreseeable by Mozeo including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures.

Licensee agrees Mozeo has no control over the availability of the Services on a continuous or uninterrupted basis. Licensee further agrees that as a normal course of its business, it may be necessary for Mozeo to migrate its servers. As a result, even though Licensee may have a dedicated IP, Licensee may be assigned a different IP number. Mozeo does not warrant that Licensee will be able to consistently maintain its given IP numbers.


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9. SERVICE AVAILABILITY LIMITED CREDIT

Mozeo strives to maintain a service uptime for the Services of 99.9% ("Service Uptime") of available time. If Mozeo fails to maintain this level of service availability, You may request a credit for any messages that may not have been sent during the downtime period. All credits will be in the form of message credits added back to Your account and not a monetary value or cash. The credit does not apply to service interruptions caused by:


1. periodic scheduled maintenance or repairs Mozeo may undertake from time to time;
2. errors caused by Licensee from custom scripting or coding;
3. outages that do not affect the appearance of the website but merely affect access to the website such as FTP and email;
4. causes beyond the control of Mozeo or that are not reasonably foreseeable by Mozeo;
5. outages related to the reliability of certain programming environments; and
6. message delivery outside the control of Mozeo.


Total Service Uptime shall be solely determined by Mozeo and shall be calculated on a monthly basis.

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10. PRIVACY POLICY

Mozeo respects Your privacy.

Mozeo will not send any messages directly to Licensee's end Users or contacts unless initiated by Licensee.

Your use of the Site is also subject to Mozeo’s Privacy Policy, which is incorporated into this Agreement by reference.

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11. WARRANTIES OF LICENSEE

Licensee warrants that in connection with its use of the Services, it shall comply with 1) the terms of this Agreement and any other agreement or Terms of Use between Licensee and Mozeo, 2) the Best Practices, and 3) all applicable federal, state, and local laws, ordinances, codes and regulations, including, but not limited to, the TCPA,

Licensee represents and warrants that (a) it has the full right, power, and authority to enter into this Agreement and to grant the rights provided for herein; and (b) its execution and performance of its obligations hereunder will not violate any agreement or other obligation by which it is bound.

Licensee warrants that neither the use of the Services nor the use of any deliverable or product will infringe upon or otherwise violate the right of any person, including any patent, copyright, trademark, trade secret, other intellectual property rights, or any contractual, employment, confidentiality, privacy or publicity rights.

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12. INDEMNITY

Licensee shall indemnify, defend and hold harmless Mozeo, and its affiliates, and its and their respective directors, officers, members, managers, employees, shareholders, attorneys, and agents from and against all direct and third-party claims, suits, losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) based upon, relating to or arising out of: (a) a breach or alleged breach of any representations or warranties made by Licensee herein; (b) a breach or alleged breach by Licensee of any of its obligations in this Agreement or any agreement with Mozeo; (c) the actual or alleged negligence or willful misconduct of Licensee, its employees, agents, or subcontractors; (d) any actual or alleged breach or violation of applicable law by Licensee, including, but not limited to, TCPA; and (e) any allegation or claim that Licensee’s use of the Services infringes and/or otherwise violate any patent, copyright, trademark, trade secret or other intellectual property right or privacy right of any entity or individual.

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13. MALICIOUS CODE

In the event Licensee introduces any malicious code into any software, hardware, system, or network of Mozeo or any of its affiliates, Licensee shall, at its sole cost and expense, promptly eliminate such malicious code and otherwise remedy any damages, losses or other adverse effects suffered by Mozeo, any Affiliates thereof, any licensors or licensees of Mozeo, or other entity or individual, resulting from such malicious code.

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14. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MOZEO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MOZEO MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii)THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOZEO OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

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15. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOZEO SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOZEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE, THIS AGREEMENT, OR ANY OTHER AGREEMENT BETWEEN YOU AND MOZEO. MOZEO’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY SHALL NOT EXCEED 100 PERCENT OF THE AMOUNT YOU PAID TO MOZEO IN THE PRIOR TWELVE (12) MONTHS.

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16. FORCE MAJEURE

Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, strikes, threatened strikes, stoppage of work, slowdowns, picketing, boycotts, embargoes, fire, explosion, or generalized lack of availability of raw materials or energy, or other causes that are beyond the reasonable control and without the fault of negligence of the Party unable to perform; provided that such Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party.

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17. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 14 AND 15 MAY NOT APPLY TO YOU.

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18. THIRD PARTY DISPUTES

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE MOZEO PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

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19. ASSIGNMENT

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 19 will be null and void.

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20. CONFIDENTIALITY

In the course of the Parties’ business relationship, each of the Parties is likely to receive, learn, or otherwise have access to Confidential Information of the other Party. As used in this Agreement, “Confidential Information” includes, without limitation, all trade secrets and business, financial and technical information of a Party and its affiliates (whether disclosed orally or in documentary form), including, but not limited to, all source codes, object codes, diagrams, flowcharts, algorithms, processes, specifications or functional descriptions, methodologies, tools, techniques, programs, concepts, systems, data, designs, copy, artwork, reports, documents, sales and consumer information, procurement and supplier information, product and brand information, product concepts and potential names and slogans, operational information, personnel information, marketing and promotional information, advertising plans and information, research, ideas, plans, strategies, any information contained in reports and all other information and materials, in whatever form, relating to the current or potential business activities of the party and its affiliates. A Party's information will not be considered Confidential Information protected hereunder to the extent the same: (1) was or has become readily available from sources in the public domain (unless it became so available through a breach of a duty of confidentiality to the disclosing Party by the other Party hereto), (2) was either known to the other Party prior to disclosure hereunder or was subsequently independently developed without any use of the disclosing Party's Confidential Information, or (3) was disclosed to the other Party by a third party who had the right to disclose the same to such other Party and who did not obtain it in confidence from the disclosing Party. Each of the Parties agrees that it will hold all Confidential Information of the other Party in strict confidence and will not disclose (or allow others to disclose) any Confidential Information to any third party, except as may be expressly allowed by this Agreement, required by law or court order in circumstances where such Party gives the disclosing Party as much prior notice as practical such that the disclosing Party can seek through appropriate means to limit or restrict such disclosure. Each of the Parties also agrees that it will not make any use whatsoever of the Confidential Information of the other Party except as needed to perform its obligations or to assert its rights or remedies hereunder.

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21. VIOLATIONS

Please report any violations of the T&C or any other agreement between Licensee and Mozeo to support@mozeo.com.

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22. CHOICE OF LAW AND DISPUTES

This Agreement and any dispute relating to it or to the Services shall be governed by the laws of the State of New York, without regard to conflict of law principles. Mozeo and Licensee agree that any suit related to this Agreement and/or the Services will be brought exclusively in a court located in Onondaga County, New York. Mozeo and Licensee agree to personal jurisdiction and venue in those courts. TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

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23. ADDITIONAL TERMS

If any provision of this Agreement is deemed invalid by a court of 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. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Mozeo’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No Party shall have the power to bind the other; this Agreement does not create a partnership or agency relationship of any kind. This Agreement, together with any supporting documents (such as exhibits and schedules), constitutes a complete statement of the agreement between the Parties with regard to these documents’ subject matter and supersedes all prior representations, discussions, and agreements.