Design, Architectural, Home improvement and other professionals may elect to register with Moro as a Trade Business (“Business”) and create a professional profile/trade account (“Business Services”) on moro.com. Subject to and conditioned on compliance with all of the terms of this Agreement, Businesses are permitted to use the professional account/profile features offered by Moro to promote their professional work (“Business Content”). All Business Content must be submitted via e-mail to Moro, in accordance with its then current policies, and will be subject to prior approval before being published to moro.com and/or any of its affiliates or subsidiaries. The determination of which content will be posted is in the sole discretion of Moro.The Moro Business Services are subject to discontinuance or change at any time. All of the terms and conditions of this Agreement apply to your use of the Business Services, including, but not limited to, maintaining profile or project information, uploading or other posting of Content, posting of Reviews, use of Moro buttons, links and widgets, and indemnification obligations. In the event there is a discrepancy between the general TOS and the terms herein for Professional Accounts, the Professional Accounts terms will govern.Business Services Content. All Business Services Content (“Business Content”) is the sole responsibility of the person who originated such content. You acknowledge that all Business Content transmitted or accessed by you using the Business Services, is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all Business Content that you transmit in connection with the Business Services, and you warrant that you possess all rights necessary to provide such Business Content and that you do not violate any third party’s rights in providing such Business Content. We reserve the right to remove, and to allow certain users to remove, any objectionable Business Content in our sole discretion. You understand that by providing Business Content publicly in connection with the Business Services, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicensable and transferable right to fully exploit such Business Content in connection with our business. For purposes of these Terms of Service, the term “Business Content” includes, without limitation, any information, text, reviews, videos, audio clips, comments, information, data, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the Business Services from time to time, Moro may wish to post to moro.com content that is displayed on our Trade Business client sites (“Client Sites”), which Businesses have not posted to the moro.com site (“Client Site Content”). The process flow by which this will be done shall be by mutual agreement of Moro and the Business. You here by a grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicensable and transferable right to fully exploit such Client Site Content in connection with our business. You warrant that you possess all rights necessary to publish Client Site Content and that you do not violate any third party’s rights in providing such Client Site Content.Moro will not publish any Client Site Content on moro.com without prior approval from Business. The determination of which Client Site Content will be posted to Moro is in the sole discretion of Business.
As part of your use of the Website, you may participate in certain ideabooks, project and firm profiles, member communications and/or other public forums. Your participation is voluntary; however, by choosing to create submit your profile information and/or project information to be published and profiled, post photos or comments, send any messages, submit any ideas or feedback, or otherwise participate in any Moro forum, you acknowledge and agree that any postings, messages, text, photos, audio/visual works, information, suggestions, feedback, reviews or content provided by you (collectively, "Content") may be viewed by the general public and will not be treated as private, proprietary or confidential, and you authorize us and our affiliates, subsidiaries, licensees and sublicensees, without compensation to you or others, to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such Content throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
Moro acknowledges and agrees that you, or your licensors as applicable, retain ownership of any and all copyrights in the Content, subject to the non-exclusive rights granted to Moro in the paragraph above, and that no ownership of such copyrights is transferred to Moro under these terms. Further, with respect to Content in the form of photos, and subject to Moro product and user experience considerations (a) Moro will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and (b) Moro will not license or sublicense to third parties individual photo Content or collections of photo Content submitted by you, except in each case for Moro Business Purposes. "Moro Business Purposes" means any use in connection with a Moro-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes Moro, or its affiliates and subsidiaries.
By posting or providing any Content on the Website, you represent and warrant to Moro that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement. By way of example and not limitation, if you post or otherwise provide a photograph which includes an image of any person, you need to first obtain permission or a release from such person appearing in the photograph to use their image and permit us to use and license it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement. By way of further example and not limitation, if you post or otherwise provide a photograph of a pictorial, graphic, sculptural or architectural work that is protected by copyright, you need to first obtain permission or a release from the owner of the copyright in such work to reproduce and adapt their work and permit us to use it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement.
Moro may enable you to post ratings or reviews of products, service providers and/or their products or services on the Website (your "Reviews"). Reviews are considered Content. You may not post any reviews about a vendor, service provider or any of their products or services if you are (a) an employee, contractor, officer or director of the vendor and/or service provider; (b) an employee, contractor, officer or director of a competitor of the vendor and/or service provider; or (c) related to the vendor and/or service provider in any way, including blood, adoption or by marriage. By posting a Review, you acknowledge and agree that such Content:
(1) is based upon your first-hand experience with the vendor, service provider or product or service that is the subject of the Review; (2) is accurate, truthful and complete.
You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person.
If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, subsidiaries, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason.
You further agree that we may use photos and information published about these photos made available on the website you provide in your profile and that we may use the referenced, posted or provided Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Content for any reason, and to edit, refuse to post or remove any Content submitted by you or others. We cannot and do not guarantee that we will post all Content submitted or that such content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to delete Content that you personally may find objectionable or offensive. We do not control in real time the Content posted via the Services and as such do not guarantee the accuracy, integrity or quality of such Content. In addition to other disclaimers found in this Agreement, we do not endorse or make any warranties or representations with respect to the accuracy, completeness or timeliness of any Content posted on the Website.
You may be provided the opportunity to purchase products and services offered and sold by third parties ("Products") through the Services. The information provided for any Product listing is provided by Moro’s third-party vendors, and, while we require vendors to provide complete, accurate and non- misleading Product information, we do not represent, warrant or guarantee that such Product descriptions are accurate, complete, reliable, current, or error-free, and we are not responsible for, and disclaim any liability arising from or relating to, such Product listing information. All purchases of Products made by you through the Services are a direct sale and purchase between you and the applicable vendor. Moro is not a party to such transaction, and only facilitates the transaction between you and the vendor by providing a marketplace for the marketing, offering and sale of Products. Payments for Products transacted through the Service will be remitted to the vendor, and the vendor will be solely responsible for fulfilling and shipping your order, providing related customer support and warranty service and processing returns and exchanges. The Services will facilitate your communication with the vendor for the purpose of making return, exchange or warranty requests or making claims for non-delivery, damaged goods or items not as described in accordance with any applicable terms or policies in the Product listing. In addition, the Services may alert you to any Product issues or recalls of which the vendor notifies Moro. Moro does not provide any warranty on any of the Products, whether express or implied, and does not assume, and hereby disclaims, any responsibility or liability for the actions or inactions of the third-party vendors of such Products, or for the Products offered, sold or provided by, any third party through the Service.
Descriptions or images of, or references to, third-party Products or publications on the Website do not imply our endorsement of such Products and publications, and we are not responsible for, and disclaim any endorsement of, any such Product or publication.
Reviews are solely the opinions of the users that post them and none of the Reviews contain or reflect any opinions or views of Moro.
You agree not to use the Information, Services or the Website to take any action or actions that:
a) are contrary to Moro's public image, goodwill or reputation; b) infringe on our or any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; c) express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance; d) violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability; e) are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene; f) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so; g) restrict or inhibit any other visitor from using the Website, including, without limitation, by means of "hacking" or defacing any portion of the Website; h) modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website or Information; i) remove any copyright, trademark, or other proprietary rights notices contained in or on the Information, Website, or Services; j) sublicense, sell, rent, lease, transfer, assign, or convey any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Information or content of the Website, or any portion thereof, in any manner whatsoever, except as expressly permitted herein; k) "frame" or "mirror" any part of the Website without our prior written authorization; l) distribute any virus, worm or other similar or deleterious files, scripts or programming routines; m) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Moro or its licensors or suppliers; n) involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003); o) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine" the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentication and security measures; p) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission; q) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website's servers or any data not intended for you; and/or r) harvest or collect information about any Website visitors or members without their express consent.
Improper use of the Information, Services and Website may result in termination of your access to and use of the Website, and/or civil or criminal liabilities.
The Website is owned and operated by Moro and its licensors, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of Moro and its licensors and suppliers. The Information and Services are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Website or any Service or Information without our prior written permission. The Information, Website, and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Moro or, if so indicated in writing by Moro, its licensors or suppliers. Use of the Website or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or any Services or Information. The trademarks, logos, and service marks displayed on the Website (collectively, the "Trademarks") are the registered and unregistered trademarks of Moro, Moro licensors and suppliers, and/or others. Nothing contained in this Agreement or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of Moro, Moro licensors or suppliers, or the third party owner of any such Trademark, except as set forth in the following paragraph.
You may use the Moro buttons, links and widgets available through this Website provided that (a) such buttons, links and widgets link only to the Website; (b) you do not modify such buttons, links, widgets or associated code in any manner, (c) you do not use any such buttons, links, widgets in any manner which implies or suggests that Moro operates, endorses, sponsors or recommends the website on which such buttons, links and widgets are used, and (d) the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used do not violate the Moro acceptable use policy stated above. You acknowledge and agree that all rights in and to the Moro trademarks are our exclusive property, and any goodwill generated by your use of any Moro trademark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any Moro trademark. We retain the right to revoke the permission to use such buttons, links and widgets at any time for any reason.
You hereby affirm that you are over the age of 12, as this Website is not intended for children under 13. If you are under 13 years of age, then you may not use the Website. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
The Digital Millennium Copyright Act (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Moro also reviews claims of trademark infringement. If you believe in good faith that materials hosted by Moro infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Moro to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that Moro will not respond to complaints that do not meet these requirements. If Moro determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Moro will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Moro may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).
Notices and counter-notices with respect to the Website must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Agent to Receive Notices of Claimed Infringement
This Agreement is effective from the date after August 1, 2016 that you first access the Website or submit any information to Moro, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Moro may immediately terminate this Agreement, and/or your access to and use of the Website, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Website shall immediately cease, and you shall destroy all copies of information that you have obtained from the Website, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all Moro rights of ownership shall survive any termination.
We reserve the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Website, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or any part of portion thereof. Nothing in this Agreement shall be construed to obligate Moro to maintain and support the Website, or any part or portion thereof, during the term of this Agreement.
THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE INFORMATION AND SERVICES, ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND WEBSITE IS CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE WEBSITE, OR YOUR USE OF THE WEBSITE, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE WEBSITE, OR ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE WEBSITE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE WEBSITE EITHER IN TERMS OF ITS COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE OR EQUIPMENT, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND/OR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.
Moro MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO PRODUCTS AND SERVICES OFFERED BY THIRD-PARTY SELLERS ON THE WEBSITE, AND Moro SPECIFICALLY DISCLAIMS ANY WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO THE QUALITY, SAFETY, LEGALITY OR OTHER CHARACTERISTICS OF SUCH PRODUCTS AND SERVICES, OR WITH RESPECT TO THE CONDUCT OF ANY THIRD-PARTY SELLER IN CONNECTION WITH SUCH OFFERS OR SALES.
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER MORO NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, INFORMATION, SERVICES AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS WEBSITE, THE INFORMATION, SERVICES, OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITE, SERVICE, OR LINKED WEBSITE, AS APPLICABLE. NEITHER Moro NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE WEBSITE BY THIRD PARTIES OR (2) YOUR HIRING OR ENGAGEMENT OF, OR ASSOCIATION WITH, ANY THIRD PARTY ADVERTISING OR OFFERING PRODUCTS OR SERVICES THROUGH THE WEBSITE.
You agree to fully indemnify, defend, and hold Moro, our licensors, suppliers, agents, successors, and assigns and our and their directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, including but not limited to the Acceptable Use Policy; (b) any allegation that any materials you submit to us or transmit to the Website infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Website or other websites to which the Website is linked; and/or (d) your negligence or willful misconduct.
Moro makes no representation that the Website operates (or is legally permitted to operate) in all geographic areas, or that the Information, Website, or Services are appropriate or available for use in other locations. Accessing the Website from territories where the Website or any content or functionality of the Website or portion thereof is illegal is expressly prohibited. If you choose to access the Website, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding that body of law relating to conflict of laws. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with Delaware Code of Civil Procedure, and the then current rules and procedures of JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitration will take place in Delaware and be conducted in the English language. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in Delaware. Venue will lie exclusively in Delaware. For the sake of clarity, nothing in this paragraph shall affect Moro's ability to seek from a court injunctive or equitable relief at any time.
If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator's award, will be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by Moro as provided herein or otherwise by written instrument signed by Moro. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegatable, or sublicensable by you except with Moro's prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Moro may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
August 1, 2016
Last modified as of August 13, 2020