mmnts

Terms of Service

Last updated: September 8, 2022

PLEASE READ THIS LEGAL DOCUMENT CAREFULLY.  MMNTSOPCO, Inc. (together with our affiliates, “mmnts,” “we,” or “us”) provides an online fitness community and related products, services, content, and features through the mmnts website(s), related mobile applications, and other services (collectively, the “Services”).

Use of the Services is made available to you by mmnts, subject to these Terms of Service (the “Terms”) .  You agree to comply with these Terms and any supplements thereto that mmnts makes available to you on or through the Services, which supplements shall form part of the Terms.  By accessing, using, or uploading or downloading any information or materials to or from the Services, or by indicating your assent to these Terms by creating an account, clicking “enroll now,” or any similar mechanism, you are agreeing to the Terms.  If you do not agree to the Terms, then do not access or use the Services.

The Services cannot be provided by mmnts, and the agreement described in these Terms cannot be performed without the processing of data about you by mmnts, including, for example, heart-rate data.  Processing of the data you share with mmnts is essential to the Services that we provide and is a necessary part of our performance of the agreement we have with you.

1.   WHO MAY USE THE SERVICES

You must be at least 18 years old or at least the age of legal majority in your jurisdiction, whichever is greater, to use the Services.

We may, in our sole discretion, refuse to offer the Services to any person or entity or change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you; the right to access and use the Services is hereby revoked wherever these Terms or the use of the Services is prohibited or conflicts with any applicable law, rule, or regulation. Further, the Services are offered only for your personal, non-commercial use and are not for the use or benefit of any third party.

2.   CONDUCT

The Services are for your personal, non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any portion of the Services, use of the Services.  You may not use the Services, or assist, encourage, or induce any other party, to engage in any of the following Prohibited Activities, directly or indirectly:

  1. Copying, framing, or mirroring any part of the Services;
  2. Accessing the Services to monitor their availability, performance, or functionality;
  3. Permitting any third party to access the Services;
  4. Using, copying, modifying, creating a derivative work from, reverse engineering, decompiling, or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless permitted in writing by mmnts or required by applicable law, in which case, you must provide written notice to mmnts (support@mmnts.com) at least twenty (20) business days prior to any disclosure under applicable law;
  5. Publishing, transmitting, distributing, or storing content, material, information. or data that (1) is illegal, obscene, defamatory, threatening, harassing, abusive, hateful, or that advocates violence; (2) is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services, or websites (e.g., viruses, worms, Trojan horses, etc.); (3) infringes, dilutes, misappropriates, or otherwise violates the rights of privacy, intellectual property, or publicity owned or licensed to mmnts or a third party, including, without limitation, copyrights, patents, trademarks, service marks, trade secrets, or other proprietary information (including unauthorized use of domain names); or (4) is fraudulent or contains false, deceptive, or misleading statements, claims, or representations (such as “phishing”);
  6. Attempting to disrupt, degrade, impair, or violate the integrity or security of the Services or the computers, services, or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing, or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of mmnts internet protocol space;
  7. Avoiding payment of charges or fees payable by you with respect to the Services;
  8. Committing any act that may be harmful to minors;
  9. Distributing or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
  10. Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to mmnts than a human can reasonably produce in the same period of time by using a conventional web browser;
  11. Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  12. Collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, from the Services;
  13. Using the Services for any inappropriate commercial solicitation purposes;
  14. Accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
  15. Submitting to the Services or to mmnts any personally identifiable information, except as necessary for the establishment and operation of your account;
  16. Submitting to the Services or to mmnts any information that may be protected from disclosure by applicable law;
  17. Bypassing the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
  18. Violating any applicable law, statute, ordinance, or regulation or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
  19. Removing any copyright, trademark, patent or other marking or notice of proprietary rights contained in or on the Services; or
  20. Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine, or display any packets used to communicate between the Services’ servers or any data not intended for you.

You understand that use of certain features of the Services may require you to purchase third-party equipment or materials (e.g., heart rate monitors). While mmnts may recommend the equipment or materials of certain third-party suppliers, mmnts shall have no responsibility for your acquisition or use of any third-party equipment or materials and does not guarantee that third-party equipment or materials will function with the Services or will be error-free.

You understand that you are responsible for any charges associated with sending communications via your device.

You represent and warrant that (i) you are authorized to create your account, whether individually or on behalf of an organization; (ii) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) you agree to pay all royalties, fees, and any other monies owed to third parties by reason of Content you post on or through the Services.

4.   DATA AND COMMUNICATIONS

mmnts may collect and process information regarding your usage of the Services. You consent to mmnts’s collection and use of such information, as well as the sharing of such information with third-party service providers for purposes of providing, marketing, and improving the Services, and any other reason described in the Privacy Policy.

By mmnts to the terms and conditions in this Agreement and providing your contact information to mmnts, you give your express consent to allow mmnts, its affiliates, and agents to contact you from time to time at any mailing address, phone number, or email address you provide to mmnts. Your consent means you agree to be contacted by mmnts and its service providers via phone, email, text message, or other means for any purpose, including, but not limited to, notifications related to the Services and your account, subscriptions, purchases, available upgrades, billing and payment processing issues, and telemarketing communications. Such authorized communications may include use of automated dialing technology or the use of pre-recorded messages. You are responsible for any charges that may be billed to you by your service provider(s) when we contact you. You further acknowledge that your consent to the foregoing is not a condition of using the Services, and if you do not wish to consent, you may contact us and request to be placed on a do not contact list, or you may opt out any time using the opt-out mechanism provided in any such communications.  To be placed on a do not contact list, please email support@mmnts.com with any such request.

mmnts disclaims all liability under this Agreement for any information you provide to mmnts that may constitute electronic patient health records or similar information supplied by you or an end user, notwithstanding anything to the contrary in this Agreement or as otherwise required by any applicable federal, state, or international laws, rules, or regulations.

5.   PROPRIETARY RIGHTS

You acknowledge and agree that the Services, any software used in connection with the Services (if any), and any Content (as defined below) available or made available on the Services contain information that is proprietary to mmnts and protected by intellectual property and other laws. Except as expressly permitted by applicable law or authorized in writing by mmnts or applicable third-party service providers or advertisers, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the software, or the Content available on the Services, in whole or in part. mmnts grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the Services provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by mmnts.

The term mmnts, the mmnts logo, and other mmnts logos and product and service names are the exclusive trademarks and service marks of, and are owned by, mmnts, Inc., and you may not use or display such trademarks or service marks in any manner without mmnts’s prior written permission. Any third party trademarks or service marks displayed on the Services are the property of their respective owners.

6.   USER CONTENT

“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, data, information, or other materials that are posted, generated, provided, or otherwise made available through the Services. User Content” means any Content that users (including you) provide through the Services as well as any feedback, product or service reviews, testimonials, or suggestions you make to mmnts directly or through the Services about improving or adding new features, functionality, or products to the Services.

Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules, and regulations. You acknowledge that all Content accessed by you using the Services is at your own risk and that you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties, or guarantees with respect to any Content that you access on or through the Services.

As between you and mmnts, you represent that you own (or have all rights necessary to grant mmnts the rights below to) all User Content that you submit to the Services, and that mmnts will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant mmnts a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform, and display (through all media now known or later created), edit, modify, and make derivative works from, your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without any notice, compensation, or other obligation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the Services permission to view your User Content for their personal, non-commercial purposes.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you have made) may not be completely removed, and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. mmnts retains all licenses and rights described above to your User Content, even if such User Content is removed or deleted by you.

7.   DISCLAIMER OF WARRANTIES AND LIABILITY

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. MMNTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. MMNTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) YOUR CONTENT WILL BE AVAILABLE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MMNTS IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR BY OTHER ACCOUNT HOLDERS OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL, OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF OUR CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL, OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND MMNTS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ATHLETIC ACTIVITIES (INCLUDING, BUT NOT LIMITED TO, CYCLING, RUNNING, OR FOLLOWING A MMNTS TRAINING PLAN OFFERED ON THE SERVICES) CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY, OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION, OR NEGLIGENCE OF MMNTS OR BY THE ACTION, INACTION, OR NEGLIGENCE OF OTHERS.

YOU EXPRESSLY AGREE TO RELEASE MMNTS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS, AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR ATHLETIC ACTIVITIES AND/OR USE OF THE MMNTS WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES, OR PRODUCTS (INCLUDING, WITHOUT LIMITATION, ANY MMNTS TRAINING PLAN), AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OR MISUSE OF THE SERVICES, (b) YOUR USE OR MISUSE OF EQUIPMENT OR PROGRAMS CREATED OR LICENSED BY MMNTS (INCLUDING, WITHOUT LIMITATION, ANY MMNTS TRAINING PLAN) WHILE ENGAGED IN ATHLETIC ACTIVITIES, (c) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (d) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (e) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF MMNTS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

MMNTS DOES NOT ENDORSE YOUR CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.

THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THESE TERMS SHALL NOT EXCEED THE GREATER OF EITHER (a) FIFTY DOLLARS ($50) OR (b) THE AMOUNT OF FEES PAID BY YOU TO MMNTS IN THE 12-MONTHS PRIOR TO DATE THE CLAIM.

8.   NOTICE FOR CALIFORNIA CONSUMERS

Under California Civil Code Section 1789.3, California Services consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

9.   DISPUTE RESOLUTION

a.   Arbitration

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party’s initiating a lawsuit or arbitration. Except for disputes relating to the mmnts’s intellectual property (such as trademarks, service marks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Services shall be settled finally by binding arbitration administered by AAA in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit in a court set forth below in Subsection (g), then mmnts will pay the additional cost. You and mmnts hereby expressly waive trial by jury. You and mmnts agree to submit to arbitration in Houston, Texas.  You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if mmnts is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

b.   Class-Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

c.   Exception—Litigation of Small Claims Court Claims

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

d.   Thirty-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out to the following address: mmnts, Inc., Attn: Legal Department, 1900 West Gray St #131761, Houston TX 77219. The notice must be sent within 30 days of registering to use the Services; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, mmnts also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, mmnts may terminate your use of the Services.

e.   Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with mmnts, these Terms, or your use of the Services must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

f.   Choice of Law

Any claim related to the Terms, Content, the Services, or your relationship with mmnts shall be governed by, construed, and interpreted in accordance with the laws of the State of Texas without regard to its conflict of laws principles.

g.   Choice of Forum

Subject to Subsections (a)-(d) of this Section, the parties consent to bring any action in the federal or state courts embracing Houston, Texas, and irrevocably consent to the exclusive jurisdiction of said courts.

h.   Attorneys’ Fees

If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, Content, the Services, or your relationship with mmnts, then the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court or arbitrator may adjudge to be reasonable attorneys’ fees.

10.   UNITED STATES OPERATION

This Services are controlled by mmnts from its offices within the United States of America. mmnts makes no representation that the Content or the Services are appropriate or available for use in other locations. Access to or use of the Content or the Services from territories where such access or use is illegal is prohibited. Those who choose to access the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations.

11.   TERMINATION

You agree that mmnts may, under certain serious circumstances and without prior notice, immediately suspend or terminate your account and/or access to the Services. Cause for such suspension or termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies, or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Services (or any portion thereof); (e) unexpected technical or security issues or problems;, (f) extended periods of inactivity;, and/or (g) nonpayment of any amounts owed by you in connection with the Services. Termination of your account may include (1) removal of access to all offerings within the Services; (2) deletion of your information, files and Content associated with your account; and (3) barring of further use of the Services. Further, you agree that all suspensions or terminations for cause shall be made in mmnts’s sole discretion and that mmnts shall not be liable to you or any third party for any suspension or termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: Proprietary Rights, User Content, Disclaimer of Warranties and Liability, Dispute Resolution, and General.

12.   GENERAL

You agree that no joint venture, partnership, joint controllership, employment, or agency relationship exists between you and mmnts as a result of the Terms or your use of the Services. The Terms constitute the entire agreement between you and mmnts with respect to your use of the Services. The failure of mmnts to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, then the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of mmnts. mmnts has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under these Terms and in connection with the Services. mmnts’s notice to you via email, regular mail, or notices, posts, or links on the Services shall constitute acceptable notice to you under the Terms. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.

13.   MODIFICATION OF THE TERMS AND SERVICES

Certain provisions of the Terms may be supplemented or superseded by expressly designated legal notices or terms located on particular pages on the Services. mmnts reserves the right to update the Terms at any time and for any reason in its sole discretion. mmnts will notify you of any material changes to the Terms or the Services. By continuing to access or use the Services after we have provided you with notice of a modification, you are thereby agreeing to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

mmnts and its third-party service providers may make improvements and/or changes in the Services, products, services, mobile applications, features, programs, and prices described at any time and for any reason in their sole discretion. The mobile application may download and install upgrades, updates and additional features in order to improve, enhance, and further develop the Services. mmnts reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that mmnts shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

14.   SUPPORT AND QUESTIONS

We will respond to any questions regarding the Services and these Terms via email at support@mmnts.com