These Terms and Conditions, together with the Data Processing Addendum (Schedule B) and Service Level Agreement (Schedule C), govern the provision of the Services.
Commercial terms, including Services, plan, fees, and payment terms, are set out in the applicable Order Form (referred to in the Key Terms as Schedule A). Capitalized terms used but not defined in these Terms and Conditions have the meanings given in the Order Form.
1. Definitions
Aggregated Data means information derived from Client Data, End User Data, or Service Data that has been aggregated and de-identified such that it does not identify, and cannot reasonably be used to identify, Client, its affiliates, or any individual. Aggregated Data will not include any data in identifiable form and will be maintained using industry-standard techniques designed to prevent re-identification.
Authorized Users means Client employees and contractors authorized to access the Services on Client’s behalf.
Client Data means content provided by Client or its Authorized Users to the Services, including schedules, events, venues, opponent names, start times, descriptions, links, branding, images, and other materials.
Documentation means Moment materials that describe the Services and requirements for use as updated from time to time, provided that material changes to Documentation that adversely affect Client’s use of the Services shall not apply without Client’s prior written consent. Material reductions in core functionality remain subject to Section 4.2.
End User means an individual who syncs or receives an Event or Schedule in a personal digital calendar.
End User Data means personal information and usage information relating to End Users processed in connection with the Services, including identifiers such as email address where provided or enabled, subscription state, preferences, device and calendar type, locale, engagement, opens, and clicks. End User Data excludes Aggregated Data and Service Data.
Event means a single calendar entry delivered to an End User’s personal digital calendar at Client’s direction or configuration.
Calendar Syncs refers to the total number of calendar sync events in a calendar month, where an Event is synced to, or updated within, an End User’s personal digital calendar. Each sync and each update is counted as a separate event.
Schedule means a collection of linked Events for a program, venue, team, or topic.
Security Incident means any confirmed unauthorized access to, acquisition of, or disclosure of Client Data, Client Personal Data or End User Data under Moment’s or its Subprocessor’s control, or a confirmed material compromise of the security, confidentiality, or integrity of such data. Security Incident does not include unsuccessful attempts, pings, scans, denials of service, or events that do not result in unauthorized access to Client Data, Client Personal Data or End User Data.
Service Data means operational and technical data generated by the Services, including system logs, delivery and update metadata, uptime metrics, token health indicators, abuse detection signals, and performance telemetry that does not identify Client or any End User and is used to operate, maintain, secure, improve, benchmark, and report on the Services in a manner that does not identify Client or any End User.
Services means Moment’s hosted calendar distribution and marketing platform and related features, including schedule selection, calendar sync, admin tools, reporting, and the features enabled under the Order Form.
2. License and Access
2.1. License Grant
Subject to payment and compliance with this Agreement, Moment grants Client a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Client’s internal business purposes and to deliver Events and Schedules to End Users. Nothing herein restricts Client’s use of Client Data, End User Data, or other output generated for Client through the Services, in each case as owned or controlled by Client under this Agreement. For clarity, this does not transfer ownership of the Services, Documentation, Service Data, Aggregated Data, or other Moment intellectual property.
2.2. Hosted Service
The Services are hosted by or for Moment. No source code is delivered. Access is provided through a web admin portal and any APIs made available under the plan described in the Order Form. Moment shall be responsible for the operation, security, and maintenance of the hosted environment in accordance with commercially reasonable industry standards.
2.3. Authorized Users
Client is responsible for Authorized Users’ compliance and for maintaining credential confidentiality, except that Client shall not be responsible for any unauthorized access, use, or disclosure caused by Moment or its agents, contractors, Subprocessors, or failure to implement reasonable and appropriate security measures.
3. Intellectual Property and Data Ownership
3.1. Ownership
Client owns Client Data. Client owns End User Data, subject to the licenses granted in this Agreement and Schedule B. No ownership or implied license to Client Data or End User Data is granted to Moment except as expressly set forth in this Agreement.
Moment owns the Services, software, Documentation, all Moment intellectual property, Service Data, and Aggregated Data. For clarity, Service Data and Aggregated Data shall not include Client Data or End User Data and shall be de-identified and aggregated in a manner that does not reasonably permit re-identification of Client, End Users, or any individual. Moment shall not use Client Data or End User Data in identifiable form to develop or improve products or services outside the scope of providing the Services to Client without Client’s prior written consent. For clarity, Moment may use Aggregated Data and Service Data in accordance with this Agreement to operate, secure, maintain, benchmark, and improve the Services.
3.2. Identity Data and Exports
To the extent Moment provides Client with an export of End User Data, including email identity data where enabled, such export is provided to Client as Client’s End User Data. Moment does not transfer ownership of the Services, Service Data, or Aggregated Data through any export and shall not restrict Client’s use of such exported End User Data. Moment shall provide standard exports of End User Data in commercially reasonable, commonly used, machine-readable formats upon Client’s request during the Term and for thirty (30) days following expiration or termination. Standard exports included in the Services will be provided at no additional charge. Any non-standard, customized, or materially burdensome export requests shall be subject to mutual written agreement, including any associated fees.
3.3. Feedback
Client grants Moment a perpetual, royalty-free right to use feedback and suggestions to improve the Services, without identifying Client. Any feedback or suggestions provided by Client or its Authorized Users are provided "as is," without warranty of any kind, and Client shall have no liability arising from Moment’s use of such feedback, including any implementation decisions or resulting outcomes.
4. Services, Changes, and Support
4.1. Scope
The Services are described in the Order Form. Moment shall provide the Services in substantial conformity with the Order Form and any applicable Documentation.
4.2. Changes
Moment may make improvements and non-material changes to the Services. If Moment materially reduces core functionality used by Client, Moment will provide at least thirty (30) days’ notice and Client may terminate the affected Services before the change takes effect and receive a pro rata refund of any prepaid unused fees for the affected Services. Moment shall not make changes that materially and disproportionately increase Client’s compliance obligations solely in connection with the affected Services without prior notice and good-faith discussion.
For purposes of this Section, "core functionality" means the primary capabilities described in the Order Form relating to calendar delivery, subscription management, and reporting.
4.3. Support
Support is provided in accordance with Schedule C and any plan-specific support commitments in the Order Form. In the event of a conflict, the Order Form controls for plan-specific support commitments. Support obligations shall survive any transition or wind-down period following termination to facilitate orderly data export and service continuity. A repeated and material failure to provide support in accordance with this Agreement, following written notice and a reasonable opportunity to cure, shall constitute a material breach. Following expiration or termination, Moment will provide reasonable cooperation for standard data export and transition activities for a commercially reasonable period, subject to the terms of this Agreement and the Order Form.
5. Client Responsibilities and Use Restrictions
5.1. Client Responsibilities
Client will provide, to the Client’s knowledge, accurate Client Data, approve content and placements under Client’s control, and reasonably cooperate with Moment to implement and operate the Services. Client shall not be responsible for delays, failures, or issues caused by Moment, third-party providers, inaccurate information supplied by End Users, or circumstances outside Client’s reasonable control.
5.2. Restrictions
Client will not knowingly and will not permit others to:
- reverse engineer, decompile, or attempt to derive source code
- use the Services to build or support a competing product
- resell, sublicense, or make the Services available to third parties except End Users receiving Events and Schedules
- introduce malware or interfere with Service integrity
- use the Services in violation of applicable law
Moment shall not enforce this Section in a manner that restricts Client’s lawful internal benchmarking, evaluation, interoperability activities, or compliance obligations.
6. Fees and Payment
6.1. Fees
Fees and payment terms are set forth in the Order Form. Fees are fixed for the applicable term unless expressly stated otherwise in the Order Form.
6.2. Calendar Syncs Measurement Protections
Calendar Syncs counts calendar sync and update events as defined in Section 1. Events generated by bots or automated abuse are excluded to the extent reasonably detectable. Duplicate, bot, and non-genuine sync events are excluded from Calendar Syncs. Moment may apply reasonable fraud and abuse detection techniques to maintain metric integrity. Moment shall apply such techniques in a consistent, transparent, and non-discriminatory manner and, upon Client’s reasonable request, provide sufficient detail to allow Client to validate Calendar Syncs calculations, provided that Moment shall not be required to disclose proprietary fraud detection, abuse prevention, or internal measurement methodologies. Any disputed Calendar Syncs counts shall be adjusted in good faith prior to invoicing or promptly credited if already paid.
6.3. Taxes
Fees exclude applicable taxes. Client will pay sales and similar transaction taxes assessed on the Services, if applicable. Client shall not be responsible for taxes based on Moment’s income, operations, employees, or property.
6.4. Late Payment
Overdue amounts may accrue interest at the rate of 1.0% per month or the maximum permitted by law, whichever is lower. Interest shall accrue only on undisputed amounts after written notice and a reasonable cure period of at least thirty (30) days. Moment shall not suspend Services for nonpayment of amounts under good-faith dispute.
7. Data, Privacy, Security, and Compliance
7.1. Roles
Client is the business and controller of End User Data. Moment is a service provider and processor and processes End User Data solely on Client’s instructions as described in this Agreement and Schedule B.
7.2. Permitted Processing
Client grants Moment a limited license to process Client Data and End User Data only to the extent necessary and proportionate to:
- provide, secure, maintain, and support the Services
- deliver Events and Schedules to End Users
- generate analytics and reporting solely for Client
- prevent fraud, abuse, and security incidents
- comply with applicable law
Moment shall not process Client Data or End User Data for its own marketing, advertising, or product-development purposes except as expressly permitted under this Agreement.
7.3. Data Sharing and Exports
Moment will provide Client the reporting and exports described in the Order Form during the Term. If Client requests additional exports beyond the Order Form, the parties will agree in writing on format, cadence, and any associated fees. Any such additional export does not change ownership: Client remains owner of End User Data, and Moment remains owner of Aggregated Data and Service Data. Moment will provide exports in commonly used machine-readable formats reasonably available within the Services. Moment shall not unreasonably withhold or delay standard exports and shall continue to make standard exports available during any notice period preceding termination.
7.4. Email Identity Data Export
During the Term, Client may request export of End User email identity data via API or secure file delivery, subject to: End User consent and Client instructions, applicable privacy laws, the scope and limits stated in the Order Form, and any security measures reasonably required by Moment.
7.5. Aggregated Data and Service Data
Moment may create and use Aggregated Data and Service Data to operate, secure, and improve the Services and for benchmarking and reporting that does not identify Client or any individual. Aggregated Data and Service Data remain owned by Moment and may be retained after termination. Moment represents that Aggregated Data and Service Data will be created using commercially reasonable de-identification techniques and maintained in a form that does not reasonably identify Client or any individual. Moment will not attempt, and will not permit any third party to attempt, to re-identify Client or any individual from Aggregated Data or Service Data.
7.6. Subprocessors
Moment may use Subprocessors to provide the Services and will require them to protect End User Data consistent with Schedule B.
8. Security Program, Incident Response, and Addressability
8.1. Security Program
Moment will maintain appropriate administrative, technical, and physical safeguards to protect End User Data, including access controls, encryption in transit, and vulnerability management consistent with Schedule B.
8.2. Addressability and Bot Mitigation
Moment may implement measures to detect and mitigate bots and automated abuse. Bots and fraudulent activity are excluded from Calendar Syncs and reporting to the extent reasonably detectable. Moment may implement reasonable rate limiting, token health monitoring, and other controls to maintain service reliability, provided such measures do not materially degrade legitimate End User experience or Client reporting accuracy.
8.3. Security Incident
Moment will notify Client without undue delay, but in any event within forty-eight (48) hours, after becoming aware of a confirmed Security Incident, as defined in Schedule B. Moment will comply with the requirements of Schedule B in the event of a Security Incident.
8.4. Compliance
Each party will comply with applicable laws related to its performance under this Agreement. Client is responsible for End User notices, consents, and placement compliance on Client-controlled properties. Moment will provide reasonable assistance with standard vendor security and compliance questionnaires. Such assistance shall include providing up-to-date security documentation upon request and cooperation in regulatory or third-party audits limited to the Services, subject to confidentiality. Moment will reasonably cooperate with regulatory inquiries relating specifically to the Services, and with third-party audits only to the extent expressly required under Schedule B.
9. Accessibility
Moment will use commercially reasonable efforts to ensure that the fan-facing experience provided by Moment materially supports WCAG 2.1 AA principles. Client is responsible for accessibility of Client-controlled placements that embed or link to the fan-facing experience. Moment will prioritize remediation of confirmed accessibility issues that materially impact End Users. Confirmed failures to materially support WCAG 2.1 AA attributable to Moment shall be remediated without additional charge and in accordance with a mutually agreed remediation timeline.
10. Confidentiality
10.1. Confidential Information
Confidential Information includes non-public business, technical, product, security, and pricing information, and the terms of this Agreement, whether disclosed orally, in writing, electronically, or by any other means. Confidential Information does not include information that (a) becomes publicly available through no breach of this Agreement, (b) is lawfully received from a third party without restriction, or (c) is independently developed without reference to the disclosing party’s Confidential Information.
10.2. Obligations
The receiving party will use Confidential Information solely for purposes of performing its obligations under this Agreement, and will not disclose such information to any third party except as expressly permitted herein. The receiving party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
10.3. Term
Confidentiality obligations last five (5) years after disclosure, except trade secrets which remain protected so long as they remain trade secrets under applicable law.
10.4. Compelled Disclosure
If disclosure is required by law, the receiving party will provide prompt written notice to the disclosing party, where legally permitted, to allow the disclosing party to seek a protective order or other appropriate remedy. The receiving party will disclose only that portion of Confidential Information which is legally required and will use reasonable efforts to obtain confidential treatment for any information so disclosed.
11. Representations, Warranties and Disclaimer
11.1. Mutual Representations and Warranties
Each party represents and warrants that:
- it has full corporate power and authority to enter into and perform its obligations under this Agreement; this Agreement has been duly authorized, executed, and delivered by it, and constitutes a valid, binding, and enforceable obligation of such Party, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights and general principles of equity;
- it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has taken all necessary corporate or organizational action to authorize its entry into this Agreement; and
- the execution, delivery, and performance of this Agreement by it do not conflict with or violate any other agreement to which it is a party.
11.2. Performance Warranty
Moment warrants the Services will materially perform in accordance with the Documentation. Client’s exclusive remedy for breach of this warranty is that Moment will use commercially reasonable efforts to correct the non-conforming Services within a reasonable period.
11.3. Additional Moment Representations and Warranties
Moment further represents and warrants that:
- Moment will provide the Services in compliance with applicable laws;
- Moment will use commercially reasonable measures designed to prevent the introduction of viruses, trojans, ransomware, or other malicious code into the Services;
- Moment will perform the Services in a professional and workmanlike manner consistent with commercially reasonable industry standards; and
- Moment has implemented and will maintain the security and data protection controls described in this Agreement and Schedule B.
11.4. Disclaimer
Except as expressly stated, the Services are provided as is and Moment disclaims all implied warranties to the maximum extent permitted by law.
12. Indemnification
12.1. By Moment
Moment shall indemnify, defend, and hold harmless Client and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, suit, or proceeding to the extent arising out of: (a) alleging that the Services, as provided by Moment and used in accordance with this Agreement, infringe or misappropriate any patent, copyright, trade secret, or other intellectual property right of a third party; or (b) a third-party claim arising from Moment’s breach of its confidentiality or data protection obligations under this Agreement.
12.2. By Client
Client shall indemnify, defend, and hold harmless Moment and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, suit, or proceeding to the extent arising out of: (a) Client Data; or (b) Client’s use of the Services in breach of this Agreement or applicable law.
12.3. Indemnification Procedure
The indemnified party shall promptly notify the indemnifying party of any claim and provide reasonable cooperation. The indemnifying party shall have sole control of the defense and settlement of the claim, provided that any settlement requiring admission of liability or payment by the indemnified party requires the indemnified party’s prior written consent.
13. Limitation of Liability
13.1. Exclusion of Certain Damages
Neither party is liable for indirect, incidental, special, punitive, or consequential damages or lost profits, except to the extent such damages are the direct result of a Party’s willful misconduct, gross negligence, or breach of confidentiality or data security obligations.
13.2. Liability Cap
Subject to Section 13.4 (Exceptions), each party’s total liability arising out of or related to this Agreement will not exceed two (2) times the fees paid by Client to Moment in the twelve months preceding the event giving rise to the claim. All claims arising from the same or substantially similar facts, circumstances, or series of events shall be aggregated for purposes of this limitation.
13.3. Order Form Cap
Subject to Section 13.4 (Exceptions), for claims arising solely from the Services described in the Order Form, liability is capped at the fees paid under the Order Form. This cap is in lieu of, and not in addition to, the cap set forth in Section 13.2.
13.4. Exceptions
The limitations of liability in this Section shall not apply to a party’s fraud or willful misconduct. The limitations of liability in this Section do not apply to (i) a party’s breach of its confidentiality obligations under Section 10, (ii) a party’s indemnification obligations under Section 12, (iii) a party’s breach of its data privacy or data security obligations in Sections 7 and 8, (iv) a party’s gross negligence, willful misconduct or fraud, or (v) Client’s payment obligations. Notwithstanding the foregoing, a party’s liability arising from (iv) or (v) above shall be uncapped. For liability arising under (i), (ii), and (iii) above, each party’s aggregate liability shall not exceed two (2) times the fees paid or payable by Client under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Client’s payment obligations are not subject to the liability cap.
14. Term, Termination, and Data Return
14.1. Term Structure
This Agreement begins on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue for the Initial Subscription Term set forth in the Key Terms and applicable Order Form. Thereafter, this Agreement will automatically renew for successive Renewal Terms as set forth in Section 14.2 unless either Party provides notice of non-renewal in accordance with that Section.
14.2. Renewal
Unless earlier terminated in accordance with this Agreement, this Agreement and each applicable Order Form will automatically renew for successive Renewal Terms of twelve (12) months each, unless either Party provides the other with written notice of non-renewal at least ninety (90) days before the end of the then-current Initial Subscription Term or Renewal Term. Any renewal is subject to the fees and terms set forth in the applicable Order Form or as otherwise mutually agreed in writing.
14.3. Termination for Cause
Either Party may terminate this Agreement or any applicable Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Either Party may also terminate this Agreement immediately upon written notice if the other Party: (a) becomes insolvent; (b) ceases to do business in the ordinary course; (c) makes an assignment for the benefit of creditors; or (d) becomes the subject of any bankruptcy, receivership, liquidation, dissolution, or similar proceeding that is not dismissed within sixty (60) days. Client may terminate immediately for a confirmed material breach by Moment of its data protection or security obligations that poses a material ongoing risk to End User Data and is not capable of cure or, if curable, is not promptly cured.
14.4. Termination for Convenience
Either party may terminate the applicable Services for convenience with fourteen days written notice only if the Order Form expressly permits termination for convenience. Any termination for convenience by Client shall relieve Client of future payment obligations for the terminated Services.
14.5. Effect of Termination
Upon termination, Client will cease using the Services. Upon Client’s written request made within seven days after expiration or termination not for Client breach, Moment will provide the exports described in the Order Form within ten business days. Thereafter, Moment may delete Client Data and End User Data from active systems within thirty days, except retention required by law, backups deleted per retention cycles, and excluding Aggregated Data and Service Data. Backups containing Client Data or End User Data will be deleted in accordance with Moment’s standard backup retention cycles.
15. Publicity and Testimonials
15.1. Mutual Consent for Publicity
Client participation in promotional activities described in the Order Form will be subject to Client’s prior written approval. Neither Party shall issue any press release or make any public announcement relating to this Agreement or the Parties’ relationship without the prior written consent of the other Party, except as required by law.
15.2. Permitted Logo Use
Client may, on a case-by-case basis and subject to Client’s prior written approval in each instance, grant Moment a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to display Client’s name and logo on Moment’s sales materials solely to identify Client as a customer of Moment, provided that:
- Moment uses Client’s provided brand guidelines, and obtains Client approval before each use of Client’s name and logo;
- Client may revoke this permission upon written notice for reasonable brand or legal reasons, and Moment will remove the logo within thirty (30) days of receipt of such notice;
- All goodwill arising from use of Client’s name and logo shall inure solely to the benefit of Client.
15.3. Testimonial
If the Services meet Client’s internal evaluation objectives, Client will consider providing a brief testimonial quote and, if applicable, participation in a case study, subject to Client’s review and approval of the final materials. Nothing in this section requires Client to disclose confidential or competitively sensitive information. Any testimonial will be subject to Client’s prior written approval as to content, format, and method of publication.
16. Force Majeure
Neither party is liable for delay or failure in performance (other than payment obligations) caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental action, or interruption or failure of utility services. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than thirty (30) consecutive days and materially prevents either party from performing its obligations under this Agreement, either party may terminate this Agreement or the affected Order Form upon written notice to the other party, without further liability (except for payment obligations accrued prior to the effective date of termination). In the event of such termination, Moment shall refund to Client, on a pro rata basis, any prepaid fees for Services not provided as of the effective date of termination.
17. Notices
All notices under this Agreement shall be in writing and delivered to the address specified in the Order Form or such other address as either party may designate by notice. Notices will be deemed given: (a) when delivered personally; (b) when sent by confirmed electronic transmission, provided that such electronic transmission includes a confirmed read receipt and that written notice is sent concurrently by certified or registered mail, personal delivery, or another method expressly permitted under this Agreement; (c) one (1) business day after being sent by reputable overnight courier; or (d) three (3) business days after being mailed by certified or registered mail, postage prepaid.
18. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties will substitute a valid provision that most nearly reflects the parties’ intent.
19. Waiver
No waiver of any breach of this Agreement will be effective unless in writing and signed by an authorized representative of the waiving party. No waiver of any breach will be deemed a waiver of any other or subsequent breach.
20. Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
21. No Third Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22. Amendment
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No oral waiver, amendment, or modification shall be valid.
23. Governing Law and Venue
The state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules.
24. Assignment
Neither Party may assign, transfer, or delegate this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
25. Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures shall be deemed to have the same legal effect as originals.
26. Entire Agreement
This Agreement and its Schedules are the entire agreement and supersede prior discussions. Amendments must be in a signed writing. In the event of a conflict among this Agreement and its Schedules, the order of precedence set forth in the Key Terms shall control.
Schedules
Schedule A — Order Form, setting out the Services, plan, fees, and payment terms applicable to Client.
Schedule B — Data Processing Addendum (DPA).
Questions about this Agreement?
Contact us at legal@momentco.ai.