Policy | Creative Pass

The following Terms of Use (“TOU”) is a legal agreement between you and Creative Pass and Creative Pass LLC (“we,” “us” and “our”), and governs your use of the Content (as defined below) licensed by you and any customer support or services provided by us in connection with such Content. Your use of the Content is subject to these TOU and all applicable laws, rules and regulations. Please read these TOU carefully and contact us with any questions.

Definitions.

“Content” means the particular media (e.g. image files, video files, audio files, templates, project files, data files, etc.) that you license through any Websites, along with any related materials, modifications and updates, if any, provided to you by us.

“End Product” means a work created by you into which the Content is to be incorporated pursuant to the license granted in these TOU. Examples of End Products include websites, games, presentations, online videos, corporate videos, films, television shows and advertisements.

“License Fee” means the fee set forth on the order page.

“Use Case” means the class of use for which the Content is being licensed (i.e. Corporate, Commercial, or Personal), commensurate with the License Fee. If no Use Case is specifically defined on the order page and/or a single License Fee option, then “Use Case” shall mean the “Personal” or the most narrow use of the Content that is otherwise consistent with these TOU.

“Website” mean or our other websites.

License.

Subject to payment of the License Fee and your compliance with these TOU, we grant you a nonexclusive, perpetual, worldwide, non-transferable license to use, reproduce, modify (except as expressly prohibited herein), distribute and display the Content solely as incorporated into End Products, subject to the limitations set forth herein. Subject to these TOU, including but not limited to the restrictions set forth in Sections 5 and 6 hereto, the license granted hereunder shall apply on an unlimited basis and shall convey the right to distribute, display or otherwise embody the Content in multiple End Products with no further payment to us, provided that all such use is consistent with the Use Case.

Ownership.

Content. As between you and us, we retain all rights, title and interest in and to the Content and any derivatives or modifications thereof, in whole or in part. You do not acquire any right, title or interest in any Content by virtue of the permitted uses allowed under these TOU, and you shall not claim ownership of the Content as incorporated in the End Product through content identification systems (e.g., through applying “ContentID” or similar systems to the Content). Any unauthorized reproduction or other use of the Content may infringe our or third parties’ copyrights, trademarks, privacy or other rights.
End Product. You retain all rights, title and interest in and to the End Product other than the Content incorporated therein.

Employer or Client Use.

You may purchase a license to the Content pursuant to these TOU on behalf of your employer or clients, provided that you represent and warrant that you have the authority to bind your employer or clients to these TOU. With respect to a client, you must transfer your license to your client via an enforceable written agreement that includes terms no less restrictive than these TOU. You are solely responsible and liable for use of the Content by your employer or clients. These TOU grant you the right to use the same Content for the benefit of other clients in other End Products, subject to the restrictions set forth in Section 5.

Restrictions. You may not:

Use, transfer or otherwise distribute the Content in any way that allows a third party to use, download, extract or access the Content as a stand-alone file, either alone or bundled with other content, regardless of any modification you make to the Content (for example, you may not modify Content and distribute as part of a VJ loop pack, or stylize or recolor Content and present as your own product);
Take any action in connection with the Content that infringes the intellectual property or other rights of any person or entity;
Incorporate the Content into a trademark, logo or service mark or otherwise claim trademark or service mark rights in the Content, either alone or as incorporated in the End Product;
Use the Content in a pornographic, obscene, defamatory or unlawful manner;
Use the Content in an application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand,” “made to order” or “build it yourself” application (for example, online video or animation rendering services, slideshow apps and e-card generals) unless you purchase a separate license for each final product incorporating the Content that is created using the application;
Use the Content or any portion thereof for merchandising (for example, screensavers, t-shirts or calendars); or
Otherwise use or grant rights to the Content in a way that frustrates the intent hereof.

Use Case.

All rights herein granted are conditioned on your use consistent with the Use Case selected at the time of licensing the Content. If at any point your Use Case changes or expands to include uses in a Use Case for which we charge a higher License Fee, you shall immediately pay to us the difference between the License Fee for the original Use Case and the License Fee for the expanded Use Case. Your failure to pay the additional License Fee prior to using the Content beyond what is licensed in the original Use Case shall constitute a breach hereof, and all rights herein granted shall immediately terminate.

Your Warranties and Representations.

You warrant and represent that (a) you have the right and authority to enter into these TOU, either individually or on behalf of your employer or client, as applicable, and (b) neither the End Product nor your use of the Content shall violate any law or infringe upon any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.
You agree to follow our Refund Policy at the time of purchase and any versions that it may receive in the future.

Indemnification.

Your Indemnification Obligations. You shall indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, or licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your violation of these TOU, the End Product or your use of the Content (except as indemnified by us), including without limitation your violation of any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.
Our Indemnification Obligations. Provided that the Content is used in accordance with these TOU, we will defend any third-party claim, action or legal proceeding made against a person or entity during the term of these TOU arising from an alleged infringement by the Content of the third-party’s copyright or trademark rights. Notwithstanding the foregoing, we will have no liability to you for any claim that arises from (a) any modification of the Content, (b) any combination of the Content with any other content, or (c) the context in which you have used the Content.

Disclaimer of Warranties.

The Content is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content. We further disclaim any warranty that (a) the Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Content will be effective, accurate, or reliable; (c) the quality of the Content will meet your expectations; or (d) any errors or defects in the Content will be corrected. We specifically disclaim all liability for any actions resulting from your use of the Content. You may use and access the Content at your own discretion and risk.

Limitation of Liability.

We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Content.
Our total liability in any matter arising out of or related to these TOU is limited to US $100 or the aggregate amount that you paid for use of the Content, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to the Content.
The limitations and exclusions in this section apply to the maximum extent permitted by law.

Reservation.

If we reasonably believe that the Content may be subject to a third-party claim or if the Content is otherwise in violation of these TOU, then we may instruct you to cease all use, reproduction, modification, display, distribution and possession of the Content, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of the Content; and (b) deny the downloading of the Content. We reserve all rights not expressly granted in these TOU.

Termination.

We may terminate these TOU or your right to use the Content upon notice to you in the event of your breach of these TOU, in which case you must cease all use, reproduction, modification, display, distribution and possession of the Content, including the End Product incorporating the Content.

Governing Law and Dispute Resolution.

These TOU, and your relationship with us under these TOU, shall be governed by the laws of the State of Missouri without regard to its conflict or choice of laws provisions. Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to these TOU shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the American Arbitration Association in Washington, DC. If traveling to D.C. is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in such case we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).

Trade Control Laws.

The Content is subject to U.S. and international laws, restrictions and regulations that may govern the import, export and use of the Content. You agree to comply with all such laws, restrictions and regulations.

Notices.

You may send notices to us at the following address: 9304 Huntmaster Rd. Gaithersburg, MD. We may notify you by email, postal mail or other legally accepted means.

Severability.

If any provision in these TOU is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of the TOU shall remain in effect.

Assignment.

Except as otherwise set forth herein, you may not assign, sublicense, or transfer these TOU or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate these TOU. We may transfer our rights under these TOU to a third party.

Entire Agreement.

These TOU sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under these TOU shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise
For questions regarding these TOU or to inquire about licensing partnerships, you may contact us at hello@moonbear.shop

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Due to the nature of digital products, we refunds will only be processed under special circumstances which "we" Creative Pass LLC and associates, find suitable.

Refunds will not be given to any digital product we sell or create.

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PRIVACY POLICY

This Privacy Policy describes how moonbear.shop (the “Site” or “we”) collects, uses, and discloses your Personal Information when you visit or make a purchase from the Site.

CONTACT

After reviewing this policy, if you have additional questions, want more information about our privacy practices, or would like to make a complaint, please contact us by e-mail at hello@moonbear.shop or by mail using the details provided below:

Creative Pass LLC, 225 107TH STREET Cir E, Unit 229 Bradenton, FL 34212 United States

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COLLECTING PERSONAL INFORMATION

When you visit the Site, we collect certain information about your device, your interaction with the Site, and information necessary to process your purchases.
We may also collect additional information if you contact us for customer support. In this Privacy Policy, we refer to any information about an identifiable individual (including the information below) as “Personal Information”.

See the list below for more information about what Personal Information we collect and why. Device information Purpose of collection: to load the Site accurately for you, and to perform analytics on Site usage to optimize our Site. Source of collection: Collected automatically when you access our Site using cookies, log files, web beacons, tags, or pixels. Disclosure for a business purpose: shared with our processor Webflow. Personal Information collected: version of web browser, IP address, time zone, cookie information, what sites or products you view, search terms, and how you interact with the Site. Order information Purpose of collection: to provide products or services to you to fulfill our contract, to process your payment information, arrange for shipping, and provide you with invoices and/or order confirmations, communicate with you, screen our orders for potential risk or fraud, and when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services. Source of collection: collected from you. Disclosure for a business purpose: shared with our processor Webflow, Facebook, Google, Bing, Yandex, Twitter, Instagram, TikTok, Shopify, Stripe, PayPal, Squarespace, Wix, or other vendors not listed here. Personal Information collected: name, billing address, shipping address, payment information (including credit card numbers, email address, and phone number.

Customer support information Purpose of collection: Source of collection: Disclosure for a business purpose: Personal Information collected: [INSERT ANY OTHER INFORMATION YOU COLLECT: OFFLINE DATA, PURCHASED MARKETING DATA/LISTS] Purpose of collection: to provide customer support. Source of collection: collected from you Disclosure for a business purpose: [ADD ANY VENDORS USED TO PROVIDE CUSTOMER SUPPORT] Personal Information collected. The Site is not intended for individuals under the age of 12. We do not intentionally collect Personal Information from children. If you are the parent or guardian and believe your child has provided us with Personal Information, please contact us at the address above to request deletion. SHARING PERSONAL INFORMATION We share your Personal Information with service providers to help us provide our services and fulfill our contracts with you, as described above. For example: We use Shopify to power our online store. You can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy. We may share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights. [INSERT INFORMATION ABOUT OTHER SERVICE PROVIDERS] [INCLUDE FOLLOWING SECTION IF USING REMARKETING OR TARGETED ADVERTISING] BEHAVIOURAL ADVERTISING As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you.

For example: [INSERT IF APPLICABLE] We use Google Analytics to help us understand how our customers use the Site. You can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.

We share information about your use of the Site, your purchases, and your interaction with our ads on other websites with our advertising partners. We collect and share some of this information directly with our advertising partners, and in some cases through the use of cookies or other similar technologies (which you may consent to, depending on your location).

[INSERT OTHER ADVERTISING SERVICES USED]

For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at https://www.networkadvertising.org/understanding-online-advertising/how-does-it-work. You can opt out of targeted advertising by:
[INCLUDE OPT-OUT LINKS FROM WHICHEVER SERVICES BEING USED.

COMMON LINKS INCLUDE: FACEBOOK - https://www.facebook.com/settings/?tab=ads

GOOGLE - https://www.google.com/settings/ads/anonymous

BING - https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads]

Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: https://optout.aboutads.info.

USING PERSONAL INFORMATION We use your personal Information to provide our services to you, which includes: offering products for sale, processing payments, shipping and fulfillment of your order, and keeping you up to date on new products, services, and offers.
225 107TH STREET Cir E Unit 229 Bradenton, FL 34212

LAWFUL BASIS Pursuant to the General Data Protection Regulation (“GDPR”), if you are a resident of the European Economic Area (“EEA”), we process your personal information under the following lawful bases: Marketing, Resources & Development.

Your consent; The performance of the contract between you and the Site; Compliance with our legal obligations; To protect your vital interests; To perform a task carried out in the public interest; For our legitimate interests, which do not override your fundamental rights and freedoms. RETENTION When you place an order through the Site, we will retain your Personal Information for our records unless and until you ask us to erase this information. For more information on your right of erasure, please see the ‘Your rights’ section below. AUTOMATIC DECISION-MAKING If you are a resident of the EEA, you have the right to object to processing based solely on automated decision-making (which includes profiling), when that decision-making has a legal effect on you or otherwise significantly affects you.

We [DO/DO NOT] engage in fully automated decision-making that has a legal or otherwise significant effect using customer data. Our processor Shopify uses limited automated decision-making to prevent fraud that does not have a legal or otherwise significant effect on you. Services that include elements of automated decision-making include: Temporary blacklist of IP addresses associated with repeated failed transactions. This blacklist persists for a small number of hours. Temporary blacklist of credit cards associated with blacklisted IP addresses. This blacklist persists for a small number of days. [Include the following section only if you sell personal information, as defined by the California Consumer Privacy Act] SELLING PERSONAL INFORMATION Our Site sells Personal Information, as defined by the California Consumer Privacy Act of 2018 (“CCPA”).

[Insert: categories of information sold; instructions on how to opt-out of sale; Whether your business sells information of minors (under 16) and whether you obtain affirmative authorization; If you provide a financial incentive to sell information, provide information about what that incentive is.] If you are a resident of the EEA, you have the right to access the Personal Information we hold about you, to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information above. Your Personal Information will be initially processed in Ireland and then will be transferred outside of Europe for storage and further processing, including to Canada and the United States. For more information on how data transfers comply with the GDPR, see Shopify’s GDPR Whitepaper: https://help.shopify.com/en/manual/your-account/privacy/GDPR.CCPA If you are a resident of California, you have the right to access the Personal Information we hold about you (also known as the ‘Right to Know’), to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased.

If you would like to exercise these rights, please contact us through the contact information above. [OR INSERT ALTERNATIVE INSTRUCTIONS FOR SENDING ACCESS, ERASURE, CORRECTION, AND PORTABILITY REQUESTS] If you would like to designate an authorized agent to submit these requests on your behalf, please contact us at the address above. COOKIES A cookie is a small amount of information that’s downloaded to your computer or device when you visit our Site. We use a number of different cookies, including functional, performance, advertising, and social media or content cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the site or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor. We use the following cookies to optimize your experience on our Site and to provide our services. [Be sure to check this list against Shopify’s current list of cookies on the merchant storefront: https://www.shopify.com/legal/cookies

COOKIES NECESSARY FOR THE FUNCTIONING OF THE STORE

Name Function Duration _ab Used in connection with access to admin. 2y _secure_session_id Used in connection with navigation through a storefront. 24h _shopify_country Used in connection with checkout. session _shopify_m Used for managing customer privacy settings. 1y _shopify_tm Used for managing customer privacy settings. 30min _shopify_tw Used for managing customer privacy settings. 2w _storefront_u Used to facilitate updating customer account information. 1min _tracking_consent Tracking preferences. 1y c Used in connection with checkout. 1y cart Used in connection with shopping cart. 2w cart_currency Used in connection with shopping cart. 2w cart_sig Used in connection with checkout. 2w cart_ts Used in connection with checkout. 2w cart_ver Used in connection with shopping cart. 2w checkout Used in connection with checkout. 4w checkout_token Used in connection with checkout. 1y dynamic_checkout_shown_on_cart Used in connection with checkout. 30min hide_shopify_pay_for_checkout Used in connection with checkout. session keep_alive Used in connection with buyer localization. 2w master_device_id Used in connection with merchant login. 2y previous_step Used in connection with checkout. 1y remember_me Used in connection with checkout. 1y secure_customer_sig Used in connection with customer login. 20y shopify_pay Used in connection with checkout. 1y shopify_pay_redirect Used in connection with checkout. 30 minutes, 3w or 1y depending on value storefront_digest Used in connection with customer login. 2y tracked_start_checkout Used in connection with checkout. 1y checkout_one_experiment Used in connection with checkout.

The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device. You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible. Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage or filter cookies can be found in your browser’s help file or through such sites as: www.allaboutcookies.org. Additionally, please note that blocking cookies may not completely prevent how we share information with third parties such as our advertising partners. To exercise your rights or opt-out of certain uses of your information by these parties, please follow the instructions in the “Behavioural Advertising” section above. DO NOT TRACK Please note that because there is no consistent industry understanding of how to respond to

“Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser. CHANGES We may update this Privacy Policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal, or regulatory reasons. COMPLAINTS As noted above, if you would like to make a complaint, please contact us by e-mail or by mail using the details provided under “Contact” above.

If you are not satisfied with our response to your complaint, you have the right to lodge your complaint with the relevant data protection authority. You can contact your local data protection authority.
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For example: https://ico.org.uk/make-a-complaint/

Definitions.

“Content” means the particular media (e.g. image files, video files, audio files, templates, project files, data files, etc.) that you license through any Websites, along with any related materials, modifications and updates, if any, provided to you by us.

“End Product” means a work created by you into which the Content is to be incorporated pursuant to the license granted in these TOU. Examples of End Products include websites, games, presentations, online videos, corporate videos, films, television shows and advertisements.

“License Fee” means the fee set forth on the order page.

“Use Case” means the class of use for which the Content is being licensed (i.e. Corporate, Commercial, or Personal), commensurate with the License Fee. If no Use Case is specifically defined on the order page and/or a single License Fee option, then “Use Case” shall mean the “Personal” or the most narrow use of the Content that is otherwise consistent with these TOU.

“Website” mean or our other websites.

License.

Subject to payment of the License Fee and your compliance with these TOU, we grant you a nonexclusive, perpetual, worldwide, non-transferable license to use, reproduce, modify (except as expressly prohibited herein), distribute and display the Content solely as incorporated into End Products, subject to the limitations set forth herein. Subject to these TOU, including but not limited to the restrictions set forth in Sections 5 and 6 hereto, the license granted hereunder shall apply on an unlimited basis and shall convey the right to distribute, display or otherwise embody the Content in multiple End Products with no further payment to us, provided that all such use is consistent with the Use Case.

Ownership.

Content. As between you and us, we retain all rights, title and interest in and to the Content and any derivatives or modifications thereof, in whole or in part. You do not acquire any right, title or interest in any Content by virtue of the permitted uses allowed under these TOU, and you shall not claim ownership of the Content as incorporated in the End Product through content identification systems (e.g., through applying “ContentID” or similar systems to the Content). Any unauthorized reproduction or other use of the Content may infringe our or third parties’ copyrights, trademarks, privacy or other rights.
End Product. You retain all rights, title and interest in and to the End Product other than the Content incorporated therein.

Employer or Client Use.

You may purchase a license to the Content pursuant to these TOU on behalf of your employer or clients, provided that you represent and warrant that you have the authority to bind your employer or clients to these TOU. With respect to a client, you must transfer your license to your client via an enforceable written agreement that includes terms no less restrictive than these TOU. You are solely responsible and liable for use of the Content by your employer or clients. These TOU grant you the right to use the same Content for the benefit of other clients in other End Products, subject to the restrictions set forth in Section 5.

Restrictions. You may not:

Use, transfer or otherwise distribute the Content in any way that allows a third party to use, download, extract or access the Content as a stand-alone file, either alone or bundled with other content, regardless of any modification you make to the Content (for example, you may not modify Content and distribute as part of a VJ loop pack, or stylize or recolor Content and present as your own product);
Take any action in connection with the Content that infringes the intellectual property or other rights of any person or entity;
Incorporate the Content into a trademark, logo or service mark or otherwise claim trademark or service mark rights in the Content, either alone or as incorporated in the End Product;
Use the Content in a pornographic, obscene, defamatory or unlawful manner;
Use the Content in an application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand,” “made to order” or “build it yourself” application (for example, online video or animation rendering services, slideshow apps and e-card generals) unless you purchase a separate license for each final product incorporating the Content that is created using the application;
Use the Content or any portion thereof for merchandising (for example, screensavers, t-shirts or calendars); or
Otherwise use or grant rights to the Content in a way that frustrates the intent hereof.

Use Case.

All rights herein granted are conditioned on your use consistent with the Use Case selected at the time of licensing the Content. If at any point your Use Case changes or expands to include uses in a Use Case for which we charge a higher License Fee, you shall immediately pay to us the difference between the License Fee for the original Use Case and the License Fee for the expanded Use Case. Your failure to pay the additional License Fee prior to using the Content beyond what is licensed in the original Use Case shall constitute a breach hereof, and all rights herein granted shall immediately terminate.

Your Warranties and Representations.

You warrant and represent that (a) you have the right and authority to enter into these TOU, either individually or on behalf of your employer or client, as applicable, and (b) neither the End Product nor your use of the Content shall violate any law or infringe upon any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.
You agree to follow our Refund Policy at the time of purchase and any versions that it may receive in the future.

Indemnification.

Your Indemnification Obligations. You shall indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, or licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your violation of these TOU, the End Product or your use of the Content (except as indemnified by us), including without limitation your violation of any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.
Our Indemnification Obligations. Provided that the Content is used in accordance with these TOU, we will defend any third-party claim, action or legal proceeding made against a person or entity during the term of these TOU arising from an alleged infringement by the Content of the third-party’s copyright or trademark rights. Notwithstanding the foregoing, we will have no liability to you for any claim that arises from (a) any modification of the Content, (b) any combination of the Content with any other content, or (c) the context in which you have used the Content.

Disclaimer of Warranties.

The Content is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content. We further disclaim any warranty that (a) the Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Content will be effective, accurate, or reliable; (c) the quality of the Content will meet your expectations; or (d) any errors or defects in the Content will be corrected. We specifically disclaim all liability for any actions resulting from your use of the Content. You may use and access the Content at your own discretion and risk.

Limitation of Liability.

We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Content.
Our total liability in any matter arising out of or related to these TOU is limited to US $100 or the aggregate amount that you paid for use of the Content, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to the Content.
The limitations and exclusions in this section apply to the maximum extent permitted by law.

Reservation.

If we reasonably believe that the Content may be subject to a third-party claim or if the Content is otherwise in violation of these TOU, then we may instruct you to cease all use, reproduction, modification, display, distribution and possession of the Content, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of the Content; and (b) deny the downloading of the Content. We reserve all rights not expressly granted in these TOU.

Termination.

We may terminate these TOU or your right to use the Content upon notice to you in the event of your breach of these TOU, in which case you must cease all use, reproduction, modification, display, distribution and possession of the Content, including the End Product incorporating the Content.

Governing Law and Dispute Resolution.

These TOU, and your relationship with us under these TOU, shall be governed by the laws of the State of Missouri without regard to its conflict or choice of laws provisions. Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to these TOU shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the American Arbitration Association in Washington, DC. If traveling to D.C. is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in such case we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).

Trade Control Laws.

The Content is subject to U.S. and international laws, restrictions and regulations that may govern the import, export and use of the Content. You agree to comply with all such laws, restrictions and regulations.

Notices.

You may send notices to us at the following address: 9304 Huntmaster Rd. Gaithersburg, MD. We may notify you by email, postal mail or other legally accepted means.

Severability.

If any provision in these TOU is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of the TOU shall remain in effect.

Assignment.

Except as otherwise set forth herein, you may not assign, sublicense, or transfer these TOU or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate these TOU. We may transfer our rights under these TOU to a third party.

Entire Agreement.

These TOU sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under these TOU shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise
For questions regarding these TOU or to inquire about licensing partnerships, you may contact us at hello@moonbear.shop