Terms & Conditions

1.    

ACCEPTING & COMPLYING WITH THESE MOO TERMS

1.1    

If you are using the Site or ordering the MOO Products on behalf of your employer or any other person, you warrant and represent that you have the full right, power and authority to accept these MOO Terms on their behalf and to bind them to the MOO Terms.

1.2    

Each Party warrants and represents that it holds all necessary licenses, consents, and permissions necessary for it and its Representatives to perform their obligations under these MOO Terms.

1.3    

You are responsible for ensuring that all persons who access the Site through your internet connection or otherwise on your behalf are aware of these MOO Terms, MOO’s Privacy Policy and any other applicable terms, and that they comply with them.

2.    

DESCRIPTIONS & IMAGES OF THE MOO PRODUCTS

2.1    

The MOO Products you Order will be materially as described and pictured in your Design. Please keep in mind that different monitors and screens display colors differently and MOO cannot guarantee that your computer's display of the colors accurately reflects the color of the MOO Products. The color of your MOO Products may vary slightly from those images.

2.2    

The MOO Products you Order may differ to the descriptions or images of the MOO Products on the Site, or any other advertising by MOO. For example, you may have changed the color or added a logo to your Design.

2.3    

Final dimensions and layout of print products indicated on the Site or in a Design may vary by small amounts, and so your MOO Products may differ slightly from those images.

3.    

ORDERING MOO PRODUCTS

3.1    

Before you create your Design, it may be helpful for you to review the Design guidelines in MOO’s Help Center.

3.2    

Once you have selected the MOO Products (and created/chosen the Design, if applicable) on the Site, you can request to order the MOO Products by following the onscreen prompts to add them to your online shopping basket (Online Basket).

3.3    

Your Online Basket will show the type and quantity of MOO Products you are requesting, along with the Delivery Information. You can check and amend any errors in the Online Basket before submitting it.

3.4    

By submitting your Online Basket, you are making a request to order the MOO Products shown in your Online Basket. MOO will send you an acknowledgement email shortly after you submit your order.

3.5    

The advertising of the MOO Products on the Site does not oblige MOO to accept your order. MOO may reject any order without giving a reason, including without limitation if it would breach these MOO Terms.

3.6    

MOO’s acceptance of your order for the MOO Products takes place only when MOO sends an order confirmation email containing an order number (Order Confirmation).

3.7    

If MOO cannot supply you with the MOO Products for any reason, MOO will inform you of this and will not process your order. If you have already paid for the Order, MOO will promptly discuss substitute options. If MOO provides you with substitute MOO Products, you will be refunded any difference in cost. If no substitution is agreed, MOO will refund you the full amount charged, including any Shipping Charges.

3.8    

Each Order will be a part of these MOO Terms and will not form a separate contract to it.

3.9    

If you have any questions or issues with your Order, you should contact MOO using the details in the ‘Contact Us’ section on the Site.

4.    

YOUR ACCOUNT

4.1    

To place an order on the Site, you must create an Account by using your email address and choosing a password (Account Login). You must treat your Account Login as confidential and not disclose it to any third party. If you know or suspect someone other than you knows your Account Login, you must promptly notify us using the details in the ‘Contact Us’ section on the Site.

4.2    

MOO has the right to disable your Account Login or terminate your Account at any time for any reason, including without limitation if it believes you have failed to comply with any of the provisions of these MOO Terms.

4.3    

You are responsible for anything that happens under your Account, including any Orders placed through the Account.

5.    

PRICE OF MOO PRODUCTS & SHIPPING CHARGES

5.1    

MOO’s Standard Prices are set out on the Site.

5.2    

The Standard Prices do not include the Shipping Charges, which are advised to you during the check-out process, before you submit your order.

5.3    

Prices and fees shown on the Site are exclusive of Sales Tax. All fees and prices are exclusive of Sales Tax, which will be calculated and added to your total at the time of checkout, based on delivery state.

5.4    

The total amount payable by you for the MOO Products and the Shipping Charges will be set out in your Online Basket at the time you submit your order.

5.5    

MOO uses its reasonable efforts to ensure that the Standard Prices are correct at the time when the relevant information was entered onto the system. However, MOO sells a large number of products through the Site. Despite MOO’s efforts, some of the MOO Products on the Site may be incorrectly priced. If MOO discovers an error in the price of the MOO Products in an Order, MOO will contact you to inform you of this error and give you the option of continuing to purchase the MOO Products at the correct price or canceling the Order. MOO will not process the Order until it has your instructions. If MOO is unable to contact you using the contact details provided by you during the order process, MOO will treat the Order as canceled, notify you in writing and refund any sums already paid by you for the MOO Products.

6.    

PAYMENT FOR THE MOO PRODUCTS

6.1    

You can pay for the MOO Products and applicable Shipping Charges by any accepted method shown at the time of Ordering.

6.2    

You must pay all amounts due to MOO under these MOO Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.    

DELIVERY AND OWNERSHIP

7.1    

The MOO Products will be sent by regular mail, unless you have selected a faster delivery option in your Order and this is stated in the Order Confirmation. Depending on the delivery option you confirm, MOO will provide you with estimated delivery dates for delivery of the MOO Products.

7.2    

MOO will use reasonable efforts to deliver the Order within the estimated dates. However, any estimated delivery date or times provided to you or on the Site are approximate only. Time for delivery is not of the essence. MOO will not be liable for any Losses incurred by you arising out of or in connection with any delay in delivery howsoever caused.

7.3    

MOO aims to ship complete Orders in their entirety. However, where MOO deems it appropriate, it may split the Order into multiple shipments.

7.4    

You must provide MOO with your Delivery Information when you Order. MOO will deliver the MOO Products to the address in the Delivery Information. MOO only accepts one delivery address. If your specified address is not recognised in the shipping carrier's system, MOO reserves the right to alter the delivery address to the closest match recognised by the carrier.

7.5    

Delivery is complete once the MOO Products have been delivered to the address in the Delivery Information and the MOO Products will be owned by you (and you will be responsible for them) from that time.

7.6    

If 10 Business Days after MOO notifies you that the MOO Products were ready for delivery, you have not accepted actual delivery of them, MOO may dispose of part or all of the MOO Products and will not refund you for the price of those MOO Products.

8.    

INTERNATIONAL DELIVERY

8.1    

There may be restrictions on some MOO Products for certain delivery destinations. MOO may, in its discretion, reject an Order based on its delivery location.

8.2    

If you Order MOO Products from the Site for delivery to a delivery destination outside of the US or Canada, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that MOO has no control over these charges nor can MOO predict their amount.

8.3    

You will be responsible for payment of any such import duties and taxes.

8.4    

You must comply with all Applicable Laws of the country for which the MOO Products are destined. MOO will not be liable or responsible if you break any such law.

9.    

CANCELLATION

9.1    

Except as expressly set forth in these MOO Terms or as otherwise expressly agreed in writing by MOO in its sole discretion, orders are non-cancellable and non-refundable.

9.2    

If you change your mind about an Order, please contact MOO as soon as possible to request cancellation. MOO will consider in good faith any cancellation requests received and reviewed before it has begun processing the applicable Order (e.g., printing, packing, or shipping) but retains ultimate discretion on whether to accept any cancellation request.

10.   

LIMITED WARRANTY

10.1   

If you think there is something wrong with the MOO Products, please contact MOO as soon as possible using the details on the ‘Contact Us’ section on the Site.

10.2   

Subject to clauses 2 and 10.6, and any other limitations set forth in these MOO Terms, MOO warrants that on delivery the MOO Products shall materially conform to the Design and any specifications published on the Site at the time of the Order.

10.3   

You may reject the MOO Products delivered to you that do not comply with the warranty given at clause 10.2 provided that: (a) you notify MOO of the issue as set out on the ‘Contact Us’ section on the Site within 5 Business Days of delivery; (b) you cooperate with MOO and provide all information and evidence of the issues/defect(s) as MOO reasonably requires (including photographs and/or videos of the issue/defect(s)); and (c) you (if asked to do so by MOO) return the MOO Products to MOO.

10.4   

If you fail to give timely notice of rejection in accordance with clause 10.3, you will be deemed to have accepted the MOO Products as they are.

10.5   

If you reject MOO Products under clause 10.3, MOO will, at its option, modify, repair or replace the MOO Products to comply with clause 10.2, or refund the price of the defective MOO Products in full.

10.6   

MOO will not be liable for breach of the warranty set out in clause 10.2 if: (a) you make any further use of the MOO Products after giving notice to MOO under clause 10.3; (b) the defect arises because you failed to follow MOO's oral or written instructions as to the storage or use and maintenance of the MOO Products or (if there are none) reasonable efforts regarding the same; (c) the defect arises as a result of MOO using the Customer Assets or following your instructions, or because of a mistake you made in the Design; (d) you alter or repair the MOO Products without MOO’s written consent; (e) the defect arises as a result of normal wear and tear, willful damage, negligence, or abnormal storage or working conditions; or (f) the MOO Products differ from their description or Design as a result of changes made to ensure they comply with Applicable Laws.

10.7   

This clause 10 states MOO’s sole obligations and liability, and your sole remedy, for breach of the warranty set out in clause 10.2.

10.8   

These MOO Terms also apply to any repaired or replacement MOO Products supplied by MOO to you.

11.   

THE MOO PROMISE

11.1   

MOO shall not be unreasonable in its application of the MOO Promise described on the Site (MOO Promise). You acknowledge that the MOO Promise is to support MOO’s commitment to deliver each Order correctly, but it is not a contractual representation incorporated into these MOO Terms.

11.2   

The MOO Promise is to support good customer service, and cannot be invoked to deal with errors made by you, your representatives or anyone otherwise directed by you. You acknowledge and agree that: (a) you will be fair and reasonable in your expectations of the MOO Promise; (b) MOO reserves absolute discretion as to whether or not to apply the MOO Promise; and (c) you are ultimately responsible for ensuring that your instructions to MOO are complete, accurate and meet your requirements.

11.3   

Nothing in this clause 11 affects a consumer’s statutory rights provided under Applicable Laws.

12.   

EVENTS OUTSIDE OUR CONTROL

12.1   

If MOO is prevented from, or delayed in, complying with its obligations under these MOO Terms directly or indirectly by an event outside its control (including but not limited to delays caused by delivery companies or a supplier of MOO, or your failure to provide MOO with adequate delivery instructions, or any natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, government orders, or pandemics or similar serious outbreaks of disease), MOO will not be responsible to you for such breach or delay.

13.   

SITE UPDATES AND SUSPENDING OR WITHDRAWING THE SITE OR MOO PRODUCTS

13.1   

MOO may at any time modify, update or change all or any part of the Site to reflect changes to the MOO’s Products, users’ or customers’ needs, business priorities, to implement any obligations imposed upon MOO by third party suppliers or to comply with a change in Applicable Laws.

13.2   

The Site is made available free of charge. MOO does not guarantee that the Site or any content on it (including the MOO Templates), will always be available or be uninterrupted. MOO may suspend or withdraw or restrict the availability of all or any part of the Site for any reason.

14.   

SECURITY OF THE SITE

14.1   

Each Party shall use reasonable efforts to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, the Site. Malicious Item means any item (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

15.   

HOW MOO USES PERSONAL INFORMATION

15.1   

In connection with any personal information processed by a Party under these MOO Terms, each Party shall comply with any data privacy laws applicable to such processing.

15.2   

MOO’s Privacy Policy is at https://www.moo.com/us/about/privacy-policy. This sets out how MOO collects, uses and processes your personal information and it applies to your use of the Site.

15.3   

Customer Personal Data means, excluding Relationship Management Data, any personal data that is processed by MOO as a result of, or in connection with, your use of the Site or the design, creation and supply of the MOO Products to you under these MOO Terms. This may include, for example, your employees’ details that you include on a business card.

15.4   

Relationship Management Data means the name, business contact details and related personal data each Party processes about the other Party’s personnel in order to provide access to/access the Site, fulfil any other obligations under these MOO Terms and to manage the relationship between the Parties. MOO’s Privacy Policy sets out how we collect, use and process Relationship Management Data.

15.5   

As between the Parties, you are a business, and MOO is a service provider as relates to Customer Personal Data; the MOO Data Processing Agreement shall apply to such processing and is incorporated into these MOO Terms. In addition to the obligation at clause 15.1, each Party shall comply with the MOO Data Processing Agreement in respect of the processing of Customer Personal Data.

16.   

RIGHTS AND USE OF THE CUSTOMER ASSETS

16.1   

You or your licensors own any and all Intellectual Property Rights in the Customer Assets and nothing in these MOO Terms will transfer them to MOO.

16.2   

It is your responsibility (and not MOO’s) to ensure that you have any necessary permissions to use the Customer Assets and to comply with Applicable Laws and any third-party terms applicable to the Customer Assets.

16.3   

If the Design and MOO Products combine MOO Templates and Customer Assets, it is solely your responsibility to ensure you can use the MOO Products as delivered without infringing the Intellectual Property Rights or any other rights of a third party. MOO cannot and does not warrant this.

16.4   

You grant to MOO a royalty-free, fully paid up, worldwide, sub-licensable right and license to copy, display, distribute, modify and otherwise use the Customer Assets solely as necessary to provide the MOO Products to you.

16.5   

In respect of any Customer Assets you upload to the Site or otherwise seek to include in the Design, you must comply with the content standards set out in this clause and any others as published by MOO on the Site. Customer Assets must: (a) be accurate (where stating facts); (b) be genuinely held (where stating opinions); (c) comply with the law applicable in any country from which it is uploaded. Customer Assets must not: (a) be defamatory of any person; (b) be obscene, offensive, hateful or inflammatory; (c) bully, insult, intimidate or humiliate; (d) promote sexually explicit material; (e) include child sexual abuse material; (f) promote violence; (g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (h) infringe any copyright, database right or trademark of any other person; (i) be likely to deceive any person; (j) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (k) promote any illegal content or activity; (l) be in contempt of court; (m) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; (n) be likely to harass, upset, embarrass, alarm or annoy any other person; (o) impersonate any person or misrepresent Customer’s identity or affiliation with any person; (p) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; (q) contain a statement which Customer knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism. MOO will determine, in its discretion, whether Customer Assets breach this clause 16.5.

16.6   

You warrant, represent and undertake that: (a) you have full right, power and authority (including all applicable licenses of Intellectual Property Rights) to use Customer Assets in connection with the Site and MOO Products; (b) the use of Customer Assets in connection with the Site and MOO Products does not breach any Applicable Laws governing personal, confidential, secret or classified information; (c) the use of Customer Assets in connection with the Site and MOO Products does not infringe the Intellectual Property Rights of any third party or conflict with any third party obligations to which you are subject (including any contractual obligations with third parties); and (d) the Customer Assets don’t breach the content standards in clause 16.5.

16.7   

You shall indemnify MOO against (which means you will be responsible to MOO for) Losses suffered or incurred by MOO arising out of or in connection with: (a) any claim or allegation made by a third party against MOO that Customer Assets or their incorporation into the MOO Products infringe the Intellectual Property Rights of a third party; (b) any claim or allegation made by a third party or any governmental or regulatory authority against MOO that Customer Assets or their incorporation into the MOO Products breach any Applicable Laws governing personal, confidential, secret or classified information; and/or (c) a breach of clause 16.5.

16.8   

You are solely responsible for securing and backing up any content you upload to the Site, including the Customer Assets.

17.   

RIGHTS & USE OF THE SITE, MOO TEMPLATES & DESIGN

17.1   

Nothing in these MOO Terms will transfer MOO’s (or its licensors’) Intellectual Property Rights to you.

17.2   

MOO or its licensors own any and all Intellectual Property Rights in the MOO Technology & Content.

17.3   

The MOO Marks are trademarks or registered trademarks of MOO. You do not have any right to the MOO Marks other than as necessary for you to be able to use the Site in accordance with these MOO Terms. MOO Marks means the MOO name, MOO logo and any other MOO trademarks, service marks and brand properties (such as domain names and social media assets) used in connection with MOO, the Site, or any MOO product or service.

17.4   

To the extent you provide any suggestions, comments or other feedback related to the MOO Technology & Content or MOO Products, you hereby grant MOO a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable license to copy, display, distribute, perform, modify and otherwise use feedback in any way and without limitation. This includes feedback from your Representatives, including via feedback request services and on social media.

17.5   

MOO hereby grants to you a revocable, non-transferrable, non-sub-licensable, non-exclusive right to access and use the MOO Technology and Content solely for the purposes of ordering MOO Products.

17.6   

Except as expressly permitted in these MOO Terms, you shall not: (a) otherwise use, copy, modify, adapt or create derivative works of the MOO Templates; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces of the Site unless permitted by Applicable Laws(c) attempt to circumvent or interfere with any security features of the Site; (d) publicly disseminate non-public information regarding the functionality, operation or performance of the Site; (e) use the MOO Technology & Content for competitive analysis or to build competitive products or services; or (f) use the MOO Technology & Content for a fraudulent or illegal purpose.

17.7   

You may not, without MOO’s express written permission: (a) extract and/or reuse parts of the content of the Site; or (b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for reuse any substantial parts of the content of the Site.

17.8   

You shall indemnify MOO against (which means you will be responsible to MOO for) Losses suffered or incurred by MOO arising out of or in connection with use of the Site outside of the scope permitted by these MOO Terms.

17.9   

Subject to removal of any of your branding, MOO reuses the arrangements contained in the MOO Templates and Design with other MOO customers. Except as expressly provided for in these MOO Terms, you do not obtain any rights to or claims over the MOO Templates through the creation of the Design and/or your incorporation of the MOO Templates into the Design and MOO Products. You acknowledge that other MOO customers may use the MOO Templates to create their own designs or production options and, as such, MOO does not warrant that the Design for you will not have similarities to designs or products created and used by other parties.

18.   

DISCLAIMERS

18.1   

The Design and MOO Products may combine MOO Templates and Customer Assets. Therefore, MOO cannot and does not warrant that the Design and MOO Products include the Design will not infringe the Intellectual Property Rights of a third party.

18.2   

Except for the limited warranty described in clause 10.2, THE SITE, MOO TEMPLATES, DESIGNS, AND MOO PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOO DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

18.3   

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19.   

LIMITS & EXCLUSIONS OF OUR RESPONSIBILITIES TO EACH OTHER

19.1   

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER MOO NOR ITS LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE OR ARISING IN CONNECTION WITH ANY ORDER HEREUNDER, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE).

19.2   

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER MOO NOR ITS LICENSORS WILL BE LIABLE TO YOU IN CONNECTION WITH ANY ORDER FOR AN AGGREGATE AMOUNT EXCEEDING THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH SUCH ORDER.

19.3   

SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

19.4   

Notwithstanding clauses 19.1 and 19.2 above, nothing in these MOO Terms limits MOO’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) anything else which cannot be limited or excluded under Applicable Laws.

19.5   

Some MOO Products will contain safety certifications/markings. You acknowledge that if you remove or cover these before providing them to any end user, that is at your own risk.

19.6   

Any claims by you must be brought within one year of the end of the year in which the liability arose.

20.   

COMPLAINTS & DISPUTES

20.1   

Please contact MOO’s Customer Service team (using the details on the ‘Contact Us’ page on the Site) in the first instance if you have any problems with MOO or the MOO Products. They will do their best to resolve any issues.

20.2   

These MOO Terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

20.3   

THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE SITE, ANY ORDER, OR THESE MOO TERMS OR OUR PRIVACY POLICY WILL BE EXCLUSIVELY RESOLVED IN BINDING, CONFIDENTIAL ARBITRATION CONDUCTED VIRTUALLY OR IN PROVIDENCE, RHODE ISLAND USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.

20.4   

THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS. EACH PARTY ACKNOWLEDGES THEY ARE GIVING UP CERTAIN LEGAL RIGHTS THEY WOULD OTHERWISE HAVE TO LITIGATE DISPUTES, ENGAGE IN THE KIND OF DISCOVERY ALLOWED IN LITIGATION, AND OTHERWISE.

20.5   

You have the right to opt out of the mandatory arbitration provision by sending written notice of such decision to us at 25 Fairmount Ave., East Providence, RI 02914, Attn: Arbitration Opt-Out. Your notice must be received within 30 days from the date you first created an account on the Site, and must include your name and address, each email address you have used to set up an account on the Site, and an unequivocal statement that you want to opt out of the mandatory arbitration provisions. If you opt-out as described above, MOO will be automatically deemed to have opted out as well and will be free to pursue legal claims in court against you in the event of any disputes.

21.   

COMPLIANCE

21.1   

You agree to: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption including the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010 (Applicable Anti-Bribery Law); (b) not engage in any activity, practice or conduct which would constitute an offense under the Applicable Anti-Bribery Law if such activity, practice or conduct had been carried out in the United Kingdom or the United States; and (c) promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these MOO Terms.

21.2   

You shall comply with all Applicable Laws relating to import and export and trade sanctions.

22.   

GENERAL

22.1   

Any obligation in these MOO Terms on you not to do something includes an obligation not to allow that thing to be done.

22.2   

MOO may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under these MOO Terms or any interest in them, with or without notice to you. This may mean that a different organization is responsible for MOO’s obligations to you (for example, for supplying the MOO Products to you).

22.3   

MOO may engage any third party to perform its obligations under these MOO Terms.

22.4   

These MOO Terms constitute the entire agreement between you and MOO in relation to your use of the Site and purchase of MOO Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by MOO or on MOO’s behalf which is not set out in these MOO Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these MOO Terms.

22.5   

Nothing in these MOO Terms is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. Neither Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.

22.6   

These MOO Terms are between you and MOO. Nobody else can enforce them and neither you nor MOO will need to ask anybody else to sign-off on ending or changing them.

22.7   

Any notices and communications under these MOO Terms may be delivered by email, but not by messaging platforms (for example, WhatsApp, Slack, Zoom, Teams, etc.). Any notices sent by email are deemed delivered at the time of transmission.

22.8   

If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply. If a term or part of a term is deemed unlawful, MOO may replace it with a term that, to the greatest extent possible, achieves the intended commercial result of the original term.

22.9   

A party's failure to exercise or enforce any right or provision of these MOO Terms shall not operate as a waiver of such right or provision.

22.10  

The rights and remedies expressly conferred by the MOO Terms are cumulative and additional to any other rights or remedies a Party may have.

23.   

DEFINITIONS

23.1   

In these MOO Terms:
Account means the account you created on the Site behind a login.
Applicable Laws means with respect to a Party, all laws, regulations and mandatory codes of practice to which it is subject.
Business Day means a day other than a Saturday, Sunday, or United States bank holiday.
Customer, you or your means any user of the Site or purchaser of the MOO Products (but not a MOO Business Services customer with a subscription to the Business Platform).
Customer Assets means any assets uploaded to the Site by you or otherwise made available to MOO by you, including text, fonts, information, images and logos.
Delivery Information means the information for delivery of MOO Products provided by you, including name, address, email and phone number.
Design means the design selected or created by you on the Site for the MOO Products in your Order.
Intellectual Property Rights means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trademarks and get-up (and goodwill attaching to those trademarks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in Confidential Information, rights in computer software, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.
Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other reasonable professional costs and expenses).
MOO Products means the MOO print or merchandise products available from time to time for ordering by you (each Order will record the MOO Products ordered by you).
MOO Technology & Content means any software, databases, templates, designs or other materials owned by, or licensed to MOO, including the Site and the MOO Templates.
MOO Templates means the MOO templates available to you, via the Site or otherwise, including any text, fonts, information, images and logos (excluding the Customer Assets). MOO may update MOO Templates from time to time and the available MOO Templates from time to time are as published on the Site.
Order means any order for the MOO Products placed by you and accepted by MOO in accordance with these MOO Terms.
Party means either you or MOO (and Parties means both).
Representatives means officers, employees, advisors, subcontractors, contractors or any other person engaged by or on behalf of a Party.
Sales Tax means any sales tax, value added tax, and any similar replacement or additional tax chargeable under Applicable Laws.
Shipping Charges means the charges for handling, shipping and delivery of the MOO Products, as advised to you during the check-out process and recorded in an Order.
Site means the United States and Canadian versions of the online sales website at https://www.moo.com/, excluding (a) versions of it directed at other territories, including the UK, EU and Australia; and (b) the Business Platform.
Standard Prices means the standard prices for the MOO Products set by MOO from time to time.