Terms & Conditions
The Services are being made available by Full Moon Sports Solutions, Inc. (“FM”) to You (“Customer” or “You,” and together with FM, the “parties”) on the condition that You agree to these terms of service (the “Agreement” or “Terms”).
BY USING THE SERVICES, AND/OR AGREEING TO ANY ORDER PROVIDED BY FM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THAT ORGANIZATION.
FM may, in its sole and absolute discretion, modify or revise these Terms and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.
1 DEFINITIONS
“Customer Data” means any and all information provided by Customer to FM and stored by or on behalf of FM in connection with Customer’s authorized use of the Customer Data.
“FM Data” means any and all data provided by or on behalf of FM to Customer in connection with providing the Services under this Agreement, and any modifications, improvements to, or derivative works of, any of the foregoing.
“Order” means a fully executed FM purchase order that references or incorporates these Terms.
“Services” means the services to be provided by FM to Customer, as set out in more detail in an applicable Order.
“Taxes” are defined in Section 3.2.
“Term” is defined in Section 5.1.
2 SERVICES
2.1 Services. FM will provide the Services as described in and pursuant to an applicable Order, and subject to these Terms. In the event of a conflict between these Terms and an Order, the terms of the Order govern.
2.2 Ownership. The Customer agrees that (i) all proprietary rights in the FM Data any documentation, are the sole and exclusive property of FM and its third party licensors; and (ii) the Services and FM Data and all copies thereof were compiled, prepared, selected and arranged by FM and its licensors through the expenditure of substantial time, effort and money and they constitute valuable property of FM and its licensors. FM retains the sole and exclusive right to use the foregoing for any purpose in FM’s sole discretion.
FM agrees that the Customer shall own all rights, title and interest in and to the Customer Data. Customer hereby grants to FM, during the Term, a non-exclusive and non-transferable, non-sublicensable, revocable, limited right to access and use the Customer Data solely in connection with performance of the Services or as otherwise directed by Customer from time to time.
2.3 Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to FM by mail, email, telephone, or otherwise, suggesting or recommending changes to the FM Services, including any comments, questions, suggestions, or the like (“Feedback”), FM is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to FM on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in and to, and FM is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although FM is not required to use any Feedback.
2.4 Publicity Rights. Both FM and Customer agree that prior express written permission of the other is required prior to the use of name, trademark, trade name, or logo of the other Party, its Affiliates, or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter.
3 FEES
3.1 General. In consideration for the Services, Customer will pay FM the fees agreed upon in the Order.
3.2 Taxes. Customer shall be solely responsible for payment of any sales, use and other taxes or duties, however designated (collectively “Taxes”), except for those Taxes based on the income of FM.
3.3 Late Payment. If Customer fails to make any payment when due, without limiting FM’s other rights and remedies: (i) FM may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse FM for all reasonable costs incurred by FM in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) such failure shall constitute a breach of this Agreement subject to termination as set forth in Section 4.2 below.
4 TERM; TERMINATION
4.1 Term. This Agreement commences upon your acceptance of these Terms, and shall continue in full force and effect for the duration of any applicable Order.
4.2 Termination for Breach. Either party may terminate this Agreement for material breach, provided however, that either party desiring to so terminate must send to the other a notice of termination via email, upon receipt of which, the breaching party shall have ten (10) days to cure any such breach. Should the breaching party fail to cure such breach on or before the 10th day, the Agreement shall terminate immediately and automatically on the 11th day following receipt of such notice of termination. Notwithstanding any such termination, any and all fees due prior to the termination of the Agreement shall remain due and payable.
4.3 Survival. The following Sections survive any expiration or termination of this Agreement: 2.2, 2.3, 2.4, 3, 4, 5, 6, 7, and 8.
4.4 At the conclusion of the Term, all rights, responsibilities and obligations of the parties set forth in this Agreement shall immediately cease and the parties shall have no further rights, obligations or responsibilities under this Agreement whatsoever, unless expressly set forth herein
5 REPRESENTATIONS AND WARRANTIES; EXCLUSIONS
5.1 Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required operational power and authority to enter into this Agreement and perform its obligations hereunder, (b) such Party shall comply with all applicable laws and regulations with respect to its activities under this Agreement (c) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (d) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
5.2 Exclusions. EXCEPT AS EXPRESSLY SET FORTH HEREIN, FM PROVIDES THE SERVICES ON AN “AS-IS” BASIS AND DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6 LIMITATION OF LIABILITY
EXCEPT FOR CUSTOMER’S BREACH OF SECTIONS 2.2, 2.3 OR 2.4 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FM SHALL NOT BE LIABLE TO CUSTOMER IN EXCESS OF THE AMOUNTS PAYABLE BY CUSTOMER TO FM IN THE 6 MONTHS PRECEDING THE CLAIM OR, IF NO FEES APPLY, THEN $100 USD. THE PROVISIONS OF THIS SECTION FAIRLY ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY AND REGARDLESS OF THE FORM OF ACTION.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTIONS APPLY, FM’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
7 Indemnification. In the event that FM is included as a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, arising from or concerning any work performed by FM, other than an action by Customer against FM related to services rendered to Customer by FM, the Customer shall defend, indemnify and hold FM, it affiliates, officers, agents and employees, harmless from all expenses (including reasonable attorney’s fees), costs, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by FM in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof). The Customer shall timely notify FM of any action, suit or proceeding initiated against it and shall furnish FM, at the Customer’s request and the Customer’s expense, all assistance and pertinent information available to the Customer. This indemnification shall be effective to the fullest extent permitted by applicable law in effect on the date of the agreement between the FM and the Customer or as such laws may from time to time be amended or superseded thereafter.
This indemnification shall survive termination of this Agreement for any reason and completion of the work.
8 Independent Contractor.
8.1 FM is an independent contractor; FM and its personnel are not employees of Customer employees. FM will have the right to establish the days and hours for FM’s work. FM will generally work remotely, furnishing the necessary tools and equipment, materials and the like that are generally required to fulfill FM’s assignments under this Agreement.
8.2 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
9 CONFIDENTIALITY.
9.1 During the Term and for 3 years thereafter, each party will use reasonable care to prevent the unauthorized use or dissemination of the other party’s confidential information. Reasonable care means the same degree of care as such party uses to protect its own confidential information from unauthorized disclosure. “Confidential Information” includes financial and business information, pricing information, intellectual property, Customer Data (but not Customer Service Info), Customer information, trade secrets, research, know-how, processes, methodology and other technical information, whether tangible or intangible, which information may be identified as confidential or proprietary or should reasonably be understood to be confidential or proprietary in nature. Confidential Information does not include information that is (i) in the public domain other than by the receiving party’s fault, (ii) already rightfully known to the receiving party without restriction, (iii) developed independently by the receiving party and without reference to any Confidential Information, or (iv) received from a third party without similar confidentiality obligations and without breach of this Agreement or a similar agreement. If either party is required to disclose Confidential Information by law, order, regulation of a governmental agency or a court of competent jurisdiction, such party may make such disclosures to the minimum extent necessary to comply with such legal requirement.
10 GENERAL
10.1 Neither Party may assign this Agreement, or sublicense any of the rights granted therein, in whole or in part, without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld by the non-assigning Party. Notwithstanding the foregoing, either Party may assign this Agreement without such consent to any person or entity controlling, controlled by, or controlled in conjunction with such Party or that acquires all or substantially all of the assets and business to which this Agreement relates of the assigning Party by merger or purchase. Any attempt by either Party to assign or transfer any of the rights, duties or obligations of the Agreement in violation of the foregoing shall be void.
10.2 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws. The parties agree that any claim or dispute arising out of or relating in any way to this Agreement, the FM Platform or any service provided by FM, including, but not limited to, the Services, will be resolved solely and exclusively by binding arbitration, rather than in court, except that the parties may assert claims in small claims court if their claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall be used in any arbitration proceeding.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
Notwithstanding the foregoing, either party may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitration does not apply, the parties agree that any dispute arising out of or relating to this Agreement, the FM Platform or any service provided by FM, including, but not limited to, the Services may only be brought by in a state or federal court located in New York, New York. THE PARTIES HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.
Class Action Waiver. The PARTIES agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
If for any reason a claim proceeds in court rather than in arbitration, the parties agree that they have each waived any right to a jury trial and any rights to assert any claims against the other party as a representative or member in any class or representative action.
10.3 All notices under or related to this Agreement must be in writing and reference the Agreement. Notices will be deemed given when: (a) delivered personally; (b) sent by confirmed fax or by email to legal@FM.ai (for FM) or to the Customer’s Email For Legal Notices set forth on the applicable Order (for Customer); (c) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth in the Order or such other addresses designated pursuant to this Section.
10.4 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with sales acknowledgments or quotations. This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of each Party. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
10.5 Nothing in this Agreement shall be construed to place the Parties hereto in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. If any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the Parties as of the Effective Date. Neither Party is liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood or unanticipated degradation or failure of third party networks or communications infrastructure. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, FM does not guarantee the FM Platform will be operable at all times or during any downtime caused by outages to any public Internet backbones, networks or servers, any failures of equipment, systems or local access services, or for previously scheduled maintenance. This Agreement is made and entered into for the sole benefit of the Parties and shall not (nor do the Parties intend to) convey any rights or benefits to any other third party nor will this Agreement be interpreted, in any way, to convey any rights or benefits to any person or entity.
11 Force Majeure. Neither party shall be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. Each such party shall resume its performance as promptly as practicable under the circumstances.
Last updated: __October 31, 2025__