Terms of Service
Please read these Terms of Service carefully before using MoonClerk™, offered by MoonClerk, LLC. This Agreement sets forth the legally binding terms and conditions for use of the Service, the Site, and any other websites or services provided by MoonClerk LLC.
ACCEPTANCE OF TERMS
By using the Service described on https://moonclerk.com (the “Service”) in any manner you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
You represent and warrant that: (i) you have the right to enter into a binding agreement and, if you are entering into an agreement with us on behalf of an entity, that you are authorized to bind such entity in legal obligations; (ii) if you make a payment to us – that you have the legal right to use any credit card(s) or other payment method(s) we accept that you use to pay us; and that (iii) the information you supply to us is true, correct and complete.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access the MoonClerk Service through your account to these Terms of Service.
You expressly understand and agree that MoonClerk shall not be liable for any payments and monetary transactions that occur through your use of the Service. You expressly understand and agree that all payments and monetary transactions are handled by Stripe. You agree that MoonClerk shall not be liable for any issues regarding financial and monetary transactions between you and any other party, including Stripe.
You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or Stripe. MoonClerk is not liable for loss or damage from errant or invalid transactions processed with Your Stripe account. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.
You understand that MoonClerk uses the Stripe API to run the Service and that the Stripe API is subject to change at any time and such changes may adversely affect the Service. You understand and agree to not hold MoonClerk liable for any adverse affects that actions (whether intentional or unintentional) on the part of Stripe may cause to your Stripe account, your MoonClerk account, or your business.
You must not process stolen credit cards, or unauthorized credit cards through Stripe and/or your MoonClerk account.
You understand that in order to explore the Service through a MoonClerk Account, you will need to provide an Account Name and login credentials. However, in order to accept live payment transactions through the Service, you will need to complete the following:
- Provide a description of your business and how you are charging payers
- Provide MoonClerk with your valid credit or debit card billing information so that MoonClerk may charge you its fees for use of the Service
- Activate a live Stripe account and grant application permissions to MoonClerk (and be bound to the Application Clauses listed in Stripe’s Terms of Service.)
During the account activation process, you will be required to enter a description of your business and how you charge payers. This description, along with your email address and account name, may be used on a profile web page that will be provided to Stripe for account verification and monitoring purposes.
Your MoonClerk account information is protected by a password for your privacy and security. You need to prevent unauthorized access to your account and personal information by selecting and protecting your password appropriately and limiting access to your computer and browser by signing off after you have finished accessing your account.
You are responsible for maintaining the security of your MoonClerk and Stripe login credentials. MoonClerk is not liable for any loss or damage from your failure to maintain the security of these credentials.
MODIFICATION OF TERMS OF SERVICE
We may change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) or amend these Terms from time to time. The most current version will always be available here. If we believe an amendment is material, we will notify you by a notification through the Services and/or by e-mailing the e-mail address you provided to us, if you have provided one. By continuing to access or use the Services after an amendment becomes effective, you agree to be bound by the amended terms.
COPYRIGHT AND CONTENT OWNERSHIP
When you post content on or through the Service (“Content”), You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone who is found to be in violation of these terms.
We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. Please note that Content that you post on or through the Service or feedback, surveys, suggestions etc. that you submit to use (in this case, without the parts that identify you), will be treated as non-confidential and non-proprietary. By posting Content using the Service or submitting feedback survey answers or suggestions you grant us a worldwide, non-exclusive, royalty-free license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service in any and all media or distribution methods (now known or later developed).
MoonClerk has the right but not the obligation to monitor and edit all Content provided by users.
You also that you will not duplicate, publish, modify, reverse engineer, create derivative works from, participate in the transfer of, post on the World Wide Web, attempt to extract the source code of that software, or in any way distribute or exploit the Services, or any portion of the Services, unless laws prohibit these restrictions or you have our written permission to do so.
Customer Data means any data of any type that is submitted to the Services by you or on your behalf, including without limitation: (a) data submitted, uploaded or imported to the Services and (b) data provided by or about your payers (including chat and message logs) that are collected from use of the Services.
You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to us that you has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in these Terms and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any laws and regulations, including any applicable data protection laws (such as the EU General Data Protection Regulation (GDPR)), or (iii) any terms of service, privacy policies or other agreements governing your accounts with any third party platforms. You will be fully responsible for any Customer Data submitted to the Services by any of your end users as if you submitted it directly.
You specifically agree not to use the Services to collect, store, process or transmit any data that includes information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric, data concerning health or data concerning an individual’s sex life or sexual orientation (“Sensitive Personal Information”). We will have no liability under these Terms for Sensitive Personal Information, notwithstanding anything to the contrary herein.
You agree to comply with all applicable laws in your use of the Services. Without limiting the generality of the foregoing, you will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.
MoonClerk shall bear responsibility for sharing information with the service providers it uses for the provision of the services. This is described in our privacy notice. Any other sharing of information with third parties, which you request us to conduct or facilitate, shall be at your sole responsibility.
You are responsible for entering into separate contractual arrangements with such third parties binding them to comply with obligations in accordance with data protection laws and MoonClerk shall not be responsible or liable for facilitating such sharing.
To facilitate our compliance with any record keeping obligations we may have in connection with your information, where requested and as applicable to you, you agree to provide such information to us via the user interface of the Services or via such other means as we may provide, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.
AGGREGATED ANONYMOUS DATA
Notwithstanding anything to the contrary herein, you agree that we may obtain and aggregate technical and other data about your use of the Services that is non-personally identifiable (“Aggregated Anonymous Data”), and we may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of these Terms, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by you and our other customers.
To the extent EU data protection law applies to our processing of your end user information, this processing will be governed by our Data Processing Agreement and you instruct us to disclose personal data as necessary to: (i) comply with laws applicable to us, including US Federal or state law, (ii) in response to lawful requests by public authorities; or (iii) if we are involved in a merger, acquisition, or sale of all or a portion of our assets or in a bankruptcy or liquidation proceeding
We participate in the EU-U.S. Privacy Shield framework. For more information, please see the “Transfers of Information from the EEA” Section in MoonClerk Privacy Notice, available at [insert URL to privacy notice] or a successor URL.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use the Service. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction.
You are solely responsible for all customer service issues relating to your goods, services, or donations, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any MoonClerk Account.
RULES AND CONDUCT
As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Service.
You agree not to take any action (and/or shall not permit any third party to take any action) on or through the Service that:
- Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- You know is false, misleading, untruthful or inaccurate;
- Is unlawful, threatening, abusive, harassing, defamatory, libelous,
- deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of MoonClerk or any third party;
- Impersonates any person or entity, including any employee or representative of MoonClerk.
Additionally, you agree that you will not:
- Take any action that imposes or may impose (as determined by MoonClerk in its sole discretion) an unreasonable or disproportionately large load on MoonClerk’s (or its third party providers’) infrastructure or the Service;
- Interfere or attempt to interfere with the proper working of the Service or any activities conducted using the Service;
- Bypass any measures MoonClerk may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
- Run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Disable or remove any of the features or design on the Service.
You also agree that you will not (directly or indirectly):
- Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction,
- Modify, translate, or otherwise create derivative works of any part of the Service, or
- Rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder, and that it, he, or she will, in the course of using the Service, abide by all applicable local, state, national, and international laws and regulations.
- Violate, or encourage others to violate, these Terms or the referenced Privacy Notice, or any other applicable MoonClerk or third-party terms.
You agree to pay the fees assessed by MoonClerk to you for providing the Service. These fees will be calculated pursuant to the Fee Schedule linked to here: http://moonclerk.com/pricing.
We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.
Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your MoonClerk Account, Your Stripe Account, Your Transaction History in either Service (MoonClerk or Stripe) and Your use of the MoonClerk Service.
By registering for MoonClerk, You are confirming to be either a legal resident, a citizen, or a business entity authorized to conduct business in one of the countries in which Stripe operates.
MoonClerk grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based Services, components, and any updates (including software maintenance, Service information, help content, bug fixes or maintenance releases) thereto provided to you by MoonClerk.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or Service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and Service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
We respect the intellectual property rights of others. If you believe any of your Content has been reproduced in a way that constitutes copyright infringement, you may notify our agent by providing the following information:
- Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site;
- Identification of the material that you claim is infringing your Content and needs to be removed, including a description of where it is located so that the copyright agent can locate it;
- Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
- A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury (in jurisdictions where this applies, which does not include the European Union), that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Upon obtaining such information, we will act expeditiously to remove, or disable access to, the material. Please be aware that there are substantial penalties for false claims. If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to our agent. A valid counter notification is a written communication that incorporates the following:
- A physical or electronic signature of the poster;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
- Your name, address, and telephone number; a statement that you consent to the jurisdiction of the competent courts in the federal district court for the judicial district in which your address is located; and that you will accept service of process from the complainant.
Notices of the foregoing copyright issues should be sent as follows:
68 Pointe Circle
Greenville, SC 29615
If you give notice of copyright infringement by e-mail, an agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action. This information should not be construed as legal advice.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user’s Account if the user is determined to be a repeat infringer. Under the U.S. Digital Millennium Copyright Act and otherwise, please contact us for our designated copyright agent for notice of alleged copyright infringement appearing on the Services. For further information about the DMCA (where applicable), please visit the website of the United States Copyright Office at http://www.copyright.gov/onlinesp
LINKS TO OTHER WEBSITES
Our Service may contain links to third party websites or services that are not owned or controlled by MoonClerk.
MoonClerk has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that MoonClerk shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated as provided in these Terms.
You may terminate this Agreement by closing your MoonClerk Account. We may terminate this Agreement and close your Account at any time for any reason stipulated in these Terms.
If you are a customer – you can delete your account or request that we delete your account by writing us at firstname.lastname@example.org and providing sufficient proof of your authority to request deletion of the account.
If you are a payer – We have no direct relationship with our customers’ payers’ whose personal data we process. If you are a payer of one of our customers, and you would like to access, amend or delete your data, then you need to contact our customer (the “data controller”) directly and we will respond within a reasonable period of time to any such request by our customer.
For more information see our Privacy Notice.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability
MOONCLERK AND OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS PROVIDE THE SITE AND THE SERVICE “AS IS,” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. MOONCLERK’S OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM MOONCLERK SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
IN NO EVENT SHALL MOONCLERK, AND (AS APPLICABLE) MOONCLERK’S OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO YOUR CONDUCT IN CONNECTION WITH THE USE OF THE SERVICE, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. MOONCLERK’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF MOONCLERK’S, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO ANY USER, CLIENT NONPROFIT, OR THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES PAID BY THE CLAIMANT TO MOONCLERK IN THE 12 MONTHS PRIOR TO THE ACT GIVING RISE TO LIABILITY, OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify and hold MoonClerk and (as applicable) any officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of his, her, or its user of the Services, breach of this Agreement (including any documents it incorporates by reference); or if, you are a customer a breach of any data processing or other agreement executed between you and MoonClerk or violation of any law, including without limitation applicable data protection laws, or the rights of a third party.
This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of MoonClerk at Customer’s expense. Notwithstanding the foregoing sentence, (a) MoonClerk may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without MoonClerk’s prior written consent, unless the settlement fully and unconditionally releases MoonClerk and does not require MoonClerk to pay any amount, take any action, or admit any liability.
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse Your liabilities and obligations to pay the MoonClerk Fees, including without limitation for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and Services.
MoonClerk does not guarantee continuous, uninterrupted access to the Service, and operation of the Service. At any time the Service may be interfered with by numerous factors inside and outside MoonClerk’s control.
If any provision of this Agreement is held unenforceable, then such provision will be disregarded, and all remaining provisions of this Agreement shall remain in full force and effect.
You agree that MoonClerk is an independent contractor, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended to be created by this Agreement.
CHOICE OF LAW AND VENUE
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of South Carolina, excluding its conflicts of laws rules, and the United States of America. Any lawsuit or other action to resolve any dispute arising in connection with or on account of any breach or alleged breach of this Agreement shall be brought in a state or federal count in the State of South Carolina having jurisdiction and venue over the action. For this purpose, you waive any objection or defense based on lack of personal jurisdiction.