Moonstone Title Summary – Free Trial Terms and Conditions
1. Trial Period License Agreement
Moonstone grants to Customer a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to access and use the Platform for the purposing of trialing the Platform. Moonstone makes no representation of any type (including as to quality, reliability or availability) regarding the Platform.
2. About the Platform
The Platform allows the Customer upload a title commitment and then receive a summary of all title exceptions. With respect to any document uploaded by the Customer to the Platform, the Customer represents and warrants that (i) it has full authority and permissions to upload such document and use it in connection with the Platform without violating any fiduciary duty, duty of confidentiality, contractual obligation or applicable laws and (ii) the Customer retains copyright and any other intellectual property rights it has in the document and it grants to Moonstone (and its affiliates and contractors) an irrevocable, worldwide license to host, reproduce, distribute and communicate the document for the purposes of providing the services comprising the Platform. The summary output from the Platform remains wholly the exclusive property of Moonstone. The Customer acknowledges that Moonstone will use information reflecting the access or use of the Platform by the Customer (excluding user identifying data) (“Usage Data”) for the purposes of developing and improving the Platform and to enhance the Customer user experience. Moonstone or its suppliers may use cookies for analytics of Usage Data.
3. Termination or Modification of Terms
Moonstone may terminate or modify this Agreement at any time with or without notice to Customer, including terminating or suspending access to the Platform, in its sole and absolute discretion. This Agreement and any updates to its terms from time to time will be posted on Moonstone’s website at https://www.moonstonesoftware.ai/terms-and-conditions. This Agreement represents the entire agreement of the parties as to the Customer’s free trial use of the Platform.
4. Customer Restrictions
Customer will not: (i) copy, modify, distribute, sell, sub-license or create a derivative work of the Platform (including, without limitation, using the outputs of Moonstone’s summary to provide training data for comparable machine learning (or AI) models outside of the Platform); (ii) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Platform; (iii) bypass any measures Moonstone uses to restrict access to the Services; (iv) use the Platform to store or transmit malicious code, or to transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (v) use the services or documents comprising the Platform in violation of any applicable laws or third party rights, or (vi) use the Platform to promote a competing product or service.
5. Customer Indemnity
Customer shall indemnify, defend and hold harmless Moonstone, its affiliates and its and their officers, directors, employees and agents from any and all lawsuits, damages, liabilities, costs, charges, and expenses, including reasonable attorneys’ fees, resulting from any third-party claim related to the Customer use of the Platform, including in relation to any documents provided by the Customer for review by the Platform. Moonstone and its affiliates shall have sole discretion and control to defend, compromise or settle any such claim and the Customer shall cooperate reasonably with Moonstone in such efforts.
6. No Moonstone Liability
To the fullest extent permitted by applicable law, Moonstone shall have no liability to the Customer whatsoever, whether in contract, tort or otherwise, relating to this Agreement or the Customer’s use of the Platform or any consequences thereof, including direct, indirect, special, incidental or consequential damages (including loss of profits, loss of revenues, data loss or usage or loss of opportunities) arising out of or relating to this Agreement or the use of the Platform. Moonstone expressly disclaims any warranties regarding the Platform’s performance, reliability or fitness for a particular purpose.
7. Miscellaneous
7.1 Sections 2 to 6 inclusive and 7.5 will survive any expiration or termination of this Agreement.
7.2 This Agreement is not transferable by the Customer in any way to any other person. Any purported assignment made in conflict with this provision shall be void.
7.3 A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights.
7.4 If any provision of the Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, then such provisions or portions will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable laws.
7.5 This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Florida, without reference to the choice of law rules thereof. The Parties agree to submit to the exclusive jurisdiction over all disputes hereunder of the courts in the State of Florida.
7.6 In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiations and, if necessary, non-binding mediation. Mediation will be conducted by a mutually agreed-upon mediator in the State of Florida.
7.7 If the parties are unable to resolve the dispute through mediation, the matter shall be submitted to binding arbitration. Arbitration will be conducted in accordance with the rules of the American Arbitration Association (AAA) and will take place in the State of Florida. The arbitration shall be conducted by a single arbitrator, and the arbitrator’s decision will be final and
binding on both parties. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.