Terms and Conditions

Welcome to Shmoody!

These Terms of Use ("Terms") govern your access to and use of the services offered by Moodworks Inc. ("we," "us," or "Shmoody") via our websites and mobile applications ("Shmoody" or the "Service"). Please read these Terms carefully, and contact us if you have any questions. By accessing or using Shmoody, you agree to be bound by these Terms, our Privacy Policy, and any other supplemental terms for the Service offerings that you access (collectively, the "Agreement").

Section 7 below sets out the terms governing any subscription you purchase. IF YOU PURCHASE A SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED AT THE END OF THE DISCLOSED BILLING PERIOD AT OUR THEN-CURRENT FEE FOR SUCH SERVICE UNLESS YOU DECIDE TO CANCEL YOUR SUBSCRIPTION OR THE AGREEMENT IS TERMINATED. Additionally, if you are a California resident and decide within three business days following your purchase that you want to cancel your contract with us and receive a refund, you can mail a notice of cancellation to Moodworks Inc., Attn: Legal Department, 1023 Springdale Rd, STE 12F, Austin, TX 78721.

PLEASE NOTE: Shmoody provides tools to help improve mood and mental well-being, but we are not a healthcare or mental health services provider. If you are experiencing a medical or mental health emergency, you should contact emergency services immediately.

SECTION 12 (DISPUTE RESOLUTION) contains provisions that govern how to resolve disputes between you and Shmoody. Unless you opt out of the arbitration agreement (as defined in Section 12) within thirty (30) days of accepting these terms, you will only be permitted to pursue disputes or claims on an individual basis, waiving your right to participate in a class-action lawsuit. Arbitration also waives your right to a trial by jury.

By continuing to use Shmoody, you agree to the current Terms and any future revisions. We reserve the right to update these Terms, and the most current version will always be posted on our website. If any material changes are made, we will notify you and may require your consent to the updated Terms before further use of the Service is permitted. If you do not agree to the updated Terms, you should stop using the Service and cancel your subscription as outlined in Section 6.

Table of Contents

1. Eligibility
2. The Application
3. Scope of License
4. Technical Requirements
5. Maintenance and Support
6. Use of Data
7. Fees, Subscriptions, Trials, and Billing
8. User Generated Contributions
9. Contribution License
10. Liability
11. Warranty
12. Dispute Resolution
13. Product Claims
14. Legal Compliance
15. Contact Information
16. Termination
17. Third-Party Terms and Beneficiary
18. Intellectual Property Rights
19. Applicable Law
20. Miscellaneous

1. Eligibility

You may use the Application only if you are 13 years or older, and are not barred from using the Application under applicable law. To make a purchase, you must be 18 years or older and capable of entering into a binding contract.

You represent and warrant that you will comply with all applicable local, state, national, and international laws and regulations when using the Application. The Application may not be available in all locations, and it is your responsibility to ensure that your use of the Application complies with the laws and regulations of your jurisdiction.

You understand and agree that the Application and any information you learn from it are not intended to diagnose, prevent, or treat any condition or disease, or to be a substitute for professional medical advice. Always consult with a qualified healthcare provider for medical concerns.

Additionally, you may not use the Application if doing so would violate any applicable sanctions or embargo laws.

2. The Application

2.1 License and Ownership

Shmoody ("Application") is licensed to you by Moodworks Inc., located at 1023 Springdale Rd, STE 12F, Austin, TX 78721, United States ("Licensor"), for use under the terms of this License Agreement. This license does not transfer any ownership rights in the Application or any intellectual property therein. All rights, titles, and interests in and to the Application, including but not limited to software, designs, content, and proprietary information, remain with Moodworks Inc. and its licensors.

2.2 Purpose of the Application

The Application provides tools designed to improve mood, mental well-being, and overall wellness. These tools are intended for personal development and informational purposes only. They are not designed, nor should they be relied upon, as a substitute for professional medical advice, diagnosis, or treatment. If you require medical advice or are experiencing a medical emergency, please contact a qualified healthcare provider or emergency services.

2.3 Industry Regulations

The Application is not designed to comply with industry-specific regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), or any other regulations that govern medical or sensitive personal data. If your interactions or business require compliance with such regulations, you are not permitted to use the Application.

2.4 Application Modifications and Updates

Moodworks Inc. reserves the right to modify, update, or discontinue the Application at any time, with or without prior notice. These updates may include, but are not limited to, enhancements, bug fixes, or new features. Continued use of the Application after such updates constitutes acceptance of any changes to the Application and its terms.

2.5 User Responsibilities

As a user of the Application, you agree to use the Application responsibly and in compliance with all applicable laws and regulations. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree not to engage in any unlawful, harmful, or abusive use of the Application, including attempts to reverse-engineer, modify, or exploit the Application for unauthorized purposes.

2.6 No Warranty for Outcomes

While the Application is intended to promote mental well-being, Moodworks Inc. makes no guarantees or warranties regarding the effectiveness of the Application in improving mental health outcomes. Results may vary from user to user, and the Application should not be used as a replacement for professional mental health services.

3. Scope of License

3.1 License Grant

You are granted a non-transferable, non-exclusive, non-sublicensable, and revocable license to install and use the Application on devices you own or control, as permitted by the Usage Rules set forth in the App Store or Google Play Store Terms of Service. This license is solely for your personal, non-commercial use unless otherwise authorized in writing by Licensor.

3.2 Updates

This license also governs any updates, upgrades, or additional features provided by Licensor that replace or supplement the original Application, unless a separate license accompanies the update. Failure to install updates promptly may result in limited functionality or security risks, and Licensor is not responsible for any such issues.

3.3 Restrictions

You may not share, rent, lease, sell, redistribute, or sublicense the Application. You may not copy, modify, adapt, reverse engineer, decompile, disassemble, or create derivative works of the Application, except as expressly allowed by applicable law or authorized in writing by Licensor.

3.4 Violations

Violations of these terms, including any unauthorized use of the Application, may result in immediate termination of your license and may subject you to prosecution, damages, and other legal remedies.

3.5 Reservation of Rights

Licensor reserves all rights not expressly granted to you in these Terms. No implied licenses are granted under this Agreement, and Licensor retains ownership of all intellectual property rights associated with the Application.

4. Technical Requirements

4.1 Compatibility

The Application requires a firmware version 3.0.0 or higher. It is recommended to use the latest version available for optimal performance. Failure to update your device or firmware may result in limited functionality or an inability to use certain features of the Application.

4.2 User Responsibility

You are responsible for ensuring your device meets the technical specifications required to use the Application. This includes maintaining a compatible operating system, internet connectivity, and sufficient storage capacity. Moodworks Inc. is not responsible for any performance issues caused by outdated or incompatible devices, operating systems, or software.

4.3 Internet Access

The Application may require a stable internet connection for certain features to function properly. You are responsible for obtaining and maintaining access to a reliable network connection, and any associated costs (e.g., data charges).

4.4 Modifications to Requirements

Moodworks Inc. reserves the right to modify the technical requirements for the Application at any time. It is your responsibility to ensure that your device continues to meet the updated specifications. Failure to meet these specifications may result in limited functionality or loss of access to certain features.

5. Maintenance and Support

5.1 Licensor's Responsibility

Moodworks Inc. is solely responsible for providing maintenance and support for the Application. Support may include software updates, bug fixes, and other improvements as deemed necessary by Moodworks Inc. However, Moodworks Inc. is not obligated to provide support for outdated or unsupported versions of the Application. You can reach Moodworks Inc. for support inquiries at support@shmoodyapp.com.

5.2 Third-Party Support

Apple and Google have no obligation to furnish any maintenance or support services for the Application. Any issues related to third-party platforms (such as payment processing through the App Store or Google Play) must be addressed with the third-party provider.

5.3 End of Support

Moodworks Inc. reserves the right to discontinue support for older versions of the Application at its sole discretion. Continued use of older versions may result in limited functionality, and users are encouraged to update to the latest version for full support and performance.

5.4 User Responsibility for Updates

You are responsible for ensuring that your version of the Application is up to date. Failure to update the Application to the latest version may affect its performance, security, and features. Moodworks Inc. is not liable for any issues arising from the use of outdated versions of the Application.

6. Use of Data

6.1 Overview of Data Collection

You acknowledge that Licensor may access, use, and adjust your content and personal information in accordance with the Privacy Policy, which can be found at https://www.shmoodyapp.com/privacy-policy.

The data we collect includes information such as device details, usage information, location data, and, where applicable, data from integrated services like Apple HealthKit or Google Health Connect. We use this information to provide, maintain, and improve the services we offer, including personalized insights and mood predictions. We are committed to safeguarding your data, and we do not sell or share your personal information with third parties for marketing purposes without your explicit consent.

This limitation does not apply to anonymized or aggregated data that contains no personally identifiable information. We may use, disclose, or license anonymized, aggregated data derived from user inputs—such as mood entries, behavioral patterns, usage trends, or sentiment classifications—for research, academic, analytical, or commercial purposes. These datasets are stripped of personal identifiers and are not linked to any individual user.

6.2 Data Usage for Refund Requests

If we receive a refund request for an in-app purchase, we may provide Apple with information about your in-app purchase activity. This could include details such as time since app installation, total app usage time, an anonymous account identifier, whether the in-app purchase was fully consumed, whether it included a trial period, the total amount spent, and the total amount refunded. This information is shared to assist with processing your refund request in compliance with Apple's policies.

6.3 Managing Your Data

You may review, update, or delete your personal data by following the instructions outlined in our Privacy Policy, and you can manage your consent for data collection via your device's settings. We store your information only as long as necessary to provide our services or fulfill legal requirements. For further details on your rights, including how to opt out of certain data practices, please review the Privacy Policy.

7. Fees, Subscriptions, Trials, and Billing

7.1 Defined Terms

7.1.1 Billing Period: The interval between each recurring billing date, corresponding to your subscription term, which may be measured in days, weeks, or months. Your subscription term will be indicated at the time of sign-up.

7.1.2 Day or Date: Begins at 12:00 a.m. Eastern Time and ends at 11:59 p.m. Eastern Time of that same calendar day.

7.2 Service Tiers and Offerings

When purchasing a subscription, you may be presented with different plans or options ("Service Tiers"). Different Service Tiers or offerings may have variations in pricing, usage rules, eligibility, restrictions, features, and availability, as indicated at sign-up.

7.3 Free Trials and Promotions

7.3.1 Availability: Your subscription may begin with a free trial or promotional pricing. Availability is not guaranteed and is only available on specified terms.

7.3.2 Free Trials: If your subscription starts with a free trial, your first payment will be charged immediately after the trial ends, unless canceled before the end of the trial. We provide notice of the terms at registration, and you may not receive a separate notice when the trial ends.

7.3.3 Promotions: We may offer promotions subject to terms disclosed during sign-up. Billing will begin at the non-promotional price after the promotion ends unless canceled prior.

7.4 Automatic Renewal of Subscriptions

Your subscription includes enrollment into an ongoing payment plan. It will automatically renew at the end of each billing period unless canceled as per Section 7.6. Payment will be charged to your chosen method. Billing dates may vary due to free trials, promotions, or changes in subscription.

You are responsible for all third-party charges in connection with your use of the Services.

7.5 Price Changes

We reserve the right to change prices, refund policies, and billing methods at any time, subject to legal obligations. If you do not accept a price change, you may cancel your subscription as described in Section 7.6. Continuing the subscription indicates acceptance of new prices.

7.6 Canceling Auto-Renewal

You can cancel your subscription at any time before the end of the current billing period or free trial. Cancellation will take effect at the end of the current period unless otherwise disclosed. To avoid being charged for the next period, you must cancel prior to 11:59 p.m. Eastern Time on the day before your next billing date.

To cancel, log into your account and follow the instructions. If you subscribed via a third party (e.g., Apple App Store, Google Play), follow their cancellation instructions.

7.7 California Users: Rescinding Your Contract

If you are a California resident and have signed up within the last three (3) business days, you may rescind your agreement and seek a refund. To cancel, mail or deliver a signed and dated notice stating your cancellation to Moodworks Inc., Attn: Legal Department, 1023 Springdale Rd, STE 12F, Austin, TX 78721.

7.8 Payment Methods

Unless you sign up through an App Store, you must provide a valid payment method (e.g., credit card, PayPal). By providing payment information, you authorize us to charge all fees due under this Agreement. You agree to update your billing information promptly. In case of payment failures, we reserve the right to retry billing or suspend your subscription until payment is received.

You are responsible for any fees associated with failed payments, including overdraft fees and collection costs.

7.9 Subscriptions Obtained Through Third Parties

If you obtain a subscription via a third-party platform (e.g., Apple App Store, Google Play), that subscription is subject to the third party's terms and any additional billing or cancellation processes will be governed by the third party's terms.

Third-Party Terms and Billing: For subscriptions obtained through a third-party platform, your billing relationship will be directly with that third party. Any fees charged for your subscription will be billed by the third party using the payment method you have provided to them. To cancel a subscription, you must follow the third party's cancellation process.

Responsibility for Third-Party Services: Shmoody is not responsible for the actions or omissions of any third-party platform or provider. Any claims related to transactions or issues with third-party services must be resolved directly with the third-party platform.

7.10 Add-Ons

We may offer add-ons to subscriptions, such as specialized content or features. Add-ons may be subscriptions or one-time purchases, subject to terms disclosed at sign-up.

7.11 Tangible Products

We may offer tangible products for purchase. Orders for tangible products are subject to separate terms of sale.

7.12 Taxes

You are responsible for any taxes applicable to your use of the Services. Prices displayed exclude taxes unless otherwise specified. Tax rates may change, affecting the amount charged on your subscription renewal.

7.13 Refund Policy

Except where required by law or as expressly provided, all fees and charges are non-refundable.

7.14 Guarantees

If we specify a guarantee for any of our products, the remedy stated in such guarantee is your sole and exclusive remedy.

8. User Generated Contributions

8.1 Contributions

The Application may allow you to contribute content such as text, images, and other materials ("Contributions"). Contributions may be viewable by other users and may be treated as non-confidential and non-proprietary.

8.2 Representations and Warranties

By making Contributions, you represent and warrant that:

• You own or have the necessary licenses and permissions for your Contributions.
• Your Contributions do not infringe on any third-party rights.
• Your Contributions are not unlawful, offensive, or violate these Terms.

8.3 Rights and Obligations

We reserve the right to remove or modify Contributions for any reason. You are solely responsible for your Contributions.

9. Contribution License

By posting Contributions, you grant us a worldwide, perpetual, irrevocable, royalty-free, transferable license to use, reproduce, modify, publish, and distribute your Contributions in any media.

You retain ownership of your Contributions. We are not responsible for any statements or representations in your Contributions.

10. Liability

10.1 Limitation of Liability

To the fullest extent permitted by law, in no event shall Moodworks Inc., its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Application; (b) any conduct or content of any third party on the Application; or (c) unauthorized access, use, or alteration of your transmissions or content.

In no event shall Moodworks Inc.'s total liability to you for all claims arising out of or relating to this Agreement exceed the amount you have paid to Moodworks Inc. during the twelve (12) months preceding the event giving rise to liability.

Licensor's liability is limited to intent and gross negligence. In case of slight negligence, liability applies only to breaches of essential contractual duties.

10.2 No Liability for Misuse

Licensor is not liable for damages caused by misuse of the Application.

10.3 Medical Disclaimer

Licensor is not liable in cases of medical or mental health emergencies. The Application is not a substitute for professional medical advice. In emergencies, contact local emergency services.

11. Warranty

11.1 Warranty Disclaimer

The Application is provided "as is" without warranties of any kind, either express or implied. Licensor disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.

11.2 Limitation

No warranty is provided for issues caused by unauthorized modifications or misuse.

11.3 Defects and Remedies

You must notify us of any defects within thirty (30) days of discovery. In case of a confirmed defect, we may choose to remedy or replace the Application.

12. Dispute Resolution

12.1 Arbitration Agreement

You and Moodworks Inc. agree to resolve any disputes through binding arbitration administered by the American Arbitration Association ("AAA"), governed by the Federal Arbitration Act, and conducted in accordance with AAA's Consumer Arbitration Rules. This Arbitration Agreement applies to all claims brought under any legal theory. Arbitration shall take place in the state of your residence, or at a mutually agreed-upon location.

Jury Trial Waiver: You and Moodworks Inc. waive any rights to a trial by jury in arbitration proceedings or disputes related to arbitration enforcement. All disputes will be decided by the arbitrator without a jury trial.

12.2 Waiver of Class Action

You and Moodworks Inc. agree to resolve disputes on an individual basis and not as part of any class, collective, or consolidated action. If this waiver of class or consolidated actions is deemed unenforceable, neither you nor Moodworks Inc. are entitled to arbitration, and claims will be resolved in a court of law.

12.3 Informal Dispute Resolution

Before initiating formal arbitration, you agree to attempt to resolve the dispute informally by contacting us at support@shmoodyapp.com. If the dispute is not resolved within 30 days of submission, either party may initiate arbitration.

12.4 Mass Arbitration Procedures

In the event of Mass Arbitrations (defined as 25 or more similar claims filed), the following procedures will apply:

• Staged Filings: The claims will be divided into staged groups of no more than 25 claimants per batch. Each group will be resolved through arbitration or mediation before the next batch is initiated.
• Mediation: After the first batch, both parties will engage in a mediation session with a retired judge to attempt to resolve the remaining claims before continuing to arbitration.
• Fee Allocation: Fees for individual claims will follow AAA's rules. For Mass Arbitration, filing fees for the first batch of claims will be capped at 25% of total fees.

12.5 Opt-Out of Arbitration

You may opt-out of this arbitration agreement by notifying us within 30 days of accepting these terms. To opt out, send a written notice to hello@shmoodyapp.com or mail us at Moodworks Inc., Attn: Arbitration Opt-out, 1023 Springdale Rd, STE 12F, Austin, TX 78721.

12.6 Survival of Arbitration Agreement

This arbitration agreement survives the termination of your relationship with Moodworks Inc.

13. Product Claims

Moodworks Inc., not Apple or Google, is responsible for addressing any claims related to the Application, including but not limited to:

• Product liability claims.
• Claims that the Application fails to conform to legal requirements.
• Claims arising under consumer protection or similar legislation.
• Intellectual property claims, including copyright or trademark infringement.
• Claims related to data security or privacy breaches.

13.1 Limitation of Liability

Moodworks Inc. will not be liable for indirect, incidental, special, consequential, or punitive damages, or any loss of data, revenue, profits, or business interruption arising from the use of the Application, even if advised of the possibility of such damages.

13.2 Disclaimer of Warranties

The Application is provided "as is" without any express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Moodworks Inc. does not warrant that the Application will operate uninterrupted or error-free.

14. Legal Compliance

14.1 User Obligations

By using the Application, you agree to comply with all applicable local, state, national, and international laws and regulations. You represent and warrant that your use of the Application will not violate any laws, including but not limited to data privacy laws, intellectual property laws, or any other applicable regulations. It is your responsibility to ensure that your use of the Application is legal in your jurisdiction.

14.2 Export Controls

You acknowledge that the Application and any related technology or content are subject to U.S. export control laws and regulations. You agree not to export or re-export the Application, any part of it, or any underlying technology or information to any country, person, or entity prohibited by U.S. law, including those identified on the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List, or any other applicable government authority.

14.3 Restrictions on Use

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government embargo, sanctions, or export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine, or listed on any U.S. Government list of prohibited or restricted parties. You further warrant that you will not use the Application for any purposes prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

14.4 Governmental Requests

We reserve the right to cooperate with any legal process or governmental request seeking information about your use of the Application. This may include disclosing personal data or any other information about your account to comply with law enforcement, legal processes, or regulatory requests.

14.5 Consequences of Non-Compliance

If we discover that you have violated this section, we reserve the right to immediately terminate your account, restrict your access to the Application, and take legal action where necessary. You agree to indemnify and hold Moodworks Inc. harmless from any claims, losses, damages, or expenses (including legal fees) arising out of your violation of this section.

15. Contact Information

For inquiries or support, the best way to reach us is by using the chat directly on this webpage, in the bottom right corner. You can also email us at support@shmoodyapp.com or call our support phone number: 1 (866) 301-8191

Additionally, our mailing address is:

Shmoody
1023 Springdale Rd
STE 12F
Austin, TX 78721
United States

16. Termination

16.1 Termination by Licensor

We reserve the right to terminate or suspend your access to the Application, any associated accounts, or services provided under this Agreement at any time, with or without notice, for any reason, including but not limited to a violation of these Terms, non-payment of fees, misuse of the Application, or behavior that we deem harmful to other users, the Application, or our operations. In cases of termination due to breach of this Agreement, we reserve the right to pursue further legal action if necessary.

16.2 Termination by You

You may terminate this Agreement at any time by canceling any ongoing subscriptions and deleting your account through the Application settings or by contacting support. Termination will be effective at the end of the current billing cycle, and you will not be entitled to a refund for any remaining portion of the subscription period unless otherwise required by applicable law. Upon termination, you must discontinue all use of the Application and destroy any copies of the Application in your possession.

16.3 Refunds Upon Termination

In the event of termination, any fees paid prior to termination are non-refundable unless required by law or explicitly stated at the time of subscription. In the event of a material breach of these Terms by us, you may be entitled to a prorated refund based on the remaining portion of your subscription. All refund requests must be submitted in writing via our support channels.

16.4 Effect of Termination

Upon termination of this Agreement, your right to use the Application and all licenses granted under this Agreement will immediately cease. You agree to uninstall and delete the Application from all devices in your control and to destroy any copies of the Application, including backups, whether electronic or physical.

16.5 Data Retention and Access After Termination

Upon termination, access to your account and any stored data, including content, settings, or preferences, may be permanently deleted. We recommend that you back up any important information before terminating your account. We are not responsible for retaining any data following the termination of your account, unless legally required to do so. In certain cases, some data may be retained for legal or compliance purposes as outlined in our Privacy Policy.

16.6 Survival of Provisions

Provisions of this Agreement that by their nature should survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability, shall survive the termination of this Agreement.

17. Third-Party Terms and Beneficiary

17.1 Compliance with Third-Party Terms

When using the Application, you must comply with all applicable terms and conditions of third-party services, platforms, or app stores (such as the Apple App Store or Google Play Store) through which the Application is made available. Any fees, service disruptions, or legal disputes related to the third-party services will be your responsibility and must be resolved directly with the third party. Moodworks Inc. is not responsible for any issues arising from third-party services, including but not limited to, payment processing, app store functionality, or platform-specific features.

17.2 Responsibility for Third-Party Services

Moodworks Inc. integrates third-party services, such as payment processors or analytics tools, to enhance the functionality of the Application. While we strive to ensure continuous service, Moodworks Inc. is not liable for service interruptions, delays, or malfunctions caused by these third-party services. Any disputes or issues with third-party services, including refunds, service failures, or data handling, must be addressed directly with the third-party provider in accordance with their terms and conditions.

17.3 Third-Party Beneficiary

Apple, Google, and their respective subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of these terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third-party beneficiary.

18. Intellectual Property Rights

All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in and to the Application, its features, content, and design, are owned by or licensed to Moodworks Inc. The compilation, arrangement, and display of the Application, as well as all software and inventions related to it, are the exclusive property of Moodworks Inc.

Except as expressly provided in this Agreement, no license or other rights in or to the intellectual property of Moodworks Inc. are granted to you, and all such rights are expressly reserved by Moodworks Inc.

You may not use, reproduce, modify, distribute, or display any part of the Application or its content without the prior written consent of Moodworks Inc., except as otherwise provided under applicable law or this Agreement. Any unauthorized use of the Application or its content may violate intellectual property laws and other applicable regulations and may result in penalties, including but not limited to damages or legal actions.

Moodworks Inc. is responsible for addressing any third-party intellectual property claims related to the Application, your possession, or your use of it, including but not limited to claims of infringement of a third party's intellectual property rights.

19. Applicable Law and Jurisdiction

This Agreement, and any disputes arising out of or related to it, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

You agree that any legal action or proceeding arising out of or relating to this Agreement or the Application will be brought exclusively in the federal or state courts located in Delaware, and you expressly consent to the personal jurisdiction and venue of such courts. You waive any objections to the jurisdiction, venue, or convenience of such courts.

If you access the Application from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Nothing in this Agreement affects your rights under mandatory consumer protection laws in the country where you reside, where such laws provide greater protection than the laws of Delaware.

In the event that any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision will be replaced with valid terms that closely match the original intent, without affecting the enforceability of the remainder of this Agreement.

20. Miscellaneous

20.1 Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. In the event of such invalidity, the parties agree to substitute a provision that closely reflects the original intent, to the maximum extent permitted by law.

20.2 Amendments

We reserve the right to modify or amend this Agreement at any time. Amendments and changes must be in writing and will be posted on our website. Continuing to use the Application after any changes or amendments indicates acceptance of the revised terms. Any waiver of these terms must be explicitly provided in writing by us.

20.3 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without prior written consent from Moodworks Inc. We reserve the right to assign our rights and obligations without restriction.

20.4 Entire Agreement

This Agreement, including any referenced policies, constitutes the entire agreement between you and Moodworks Inc. with respect to the Application and supersedes all prior or contemporaneous agreements, written or oral, regarding the subject matter hereof.

20.5 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.