TERMS AND CONDITIONS

MOOMBIX

Last updated: [•] 2024

1. Introduction
   1. Moombix ehf. is a private limited company established in Iceland, with registration number 430921-0100, having its registered office at Bjargargata 1, Reykjavík (“Moombix”, “we”, “us” or “our”).
   2. Moombix operates a comprehensive marketplace and learning platform designed for live, online music lessons. It facilitates one-on-one or group music lessons and serves as a turnkey solution, encompassing a dynamic marketplace, booking and payment system, communication timeline, calendar, lesson planner, and a learning platform tailored for online music lessons (collectively, the “Moombix Platform”).
   3. By signing up for, or otherwise using, the Moombix Platform, whether as a teacher or a student, you agree to these Terms and Conditions (“Terms”) which govern your use of the Moombix Platform and any material that is made available through the Moombix Platform.
2. Age and eligibility requirements
   1. To use the Moombix Platform you need to be at least 186 years old. If you are under 186 years old, your parent or guardian will also need to enter into these Terms and be present during any lessons you take on the Moombix Platform.
   2. You also promise that any registration information that you submit to Moombix is true, accurate, and complete and you will update your registration data if it changes during your use of Moombix.
3. Use of the Moombix Platform
   1. As a user of the Moombix Platform, you agree:
      1. You are solely responsible for all costs and expenses you may incur in relation to your use of the Moombix Platform.
      2. You will keep your password and other account details confidential and not share them with anyone.
      3. not to reproduce, duplicate, copy or re-sell any part of the Moombix Platform;
      4. not to access without authority, interfere with, damage or disrupt:

         1) any part of the Moombix Platform;

         2) any equipment or network on which the Moombix Platform is stored;

         3) any software used in the provision of the Moombix Platform; or

         4) any equipment or network or software owned or used by any third party.

   2. You may not use the Moombix Platform:
      1. in any way that breaches any applicable law or regulations;
      2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      3. for the purpose of harming or attempting to harm minors in any way;
      4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
4. User Content
   1. Moombix Platform users may post, upload, send to other users through direct messages or otherwise contribute content to the Moombix Platform (“User Content”). For the avoidance of doubt, “User Content” includes all information, materials and other content that is added, created, uploaded, submitted, distributed, sent directly to other user or users, or posted to the Moombix Platform by users.
   2. You are solely responsible for all User Content that you post. You promise that, with respect to any User Content you post on the Moombix Platform, you own or have the right to post such User Content. You are also solely responsible for securing and backing up your User Content.
   3. The following content standards apply to all users of the Moombix Platform. All User Content:
      1. must comply with all applicable laws and regulations;
      2. must not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      3. must not infringe any copyright, patent, trade secret, trademark or other intellectual property of Moombix or any third party;
      4. must not promote any illegal activity;
      5. must not be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
      6. must not impersonate any person, or misrepresent your identity or affiliation with any person;
      7. must not contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
   4. We are under no obligation to oversee, monitor or moderate any uploading or interactive service we provide on the Moombix Platform, and we expressly exclude our liability for any loss or damage arising from the use of any uploading or interactive service by a user in contravention of our content standards, whether the service is moderated or not.
5. Intellectual Property Rights
   1. We own the Moombix Platform and all intellectual property rights in it, including copyrights, trademarks, know-how, and trade secrets. We reserve all our and their rights in any intellectual property in connection with these Terms.
   2. Nothing in these Terms grants you any legal rights in the Moombix Platform other than a right to access and use the Moombix Platform, in accordance with these terms.
   3. Any User Content you upload to the Moombix Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you hereby grant us and other users of the Moombix Platform a license to use, store and copy that User Content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to the Moombix Platform constitutes a violation of their intellectual property rights or of their right to privacy. By submitting, posting, sending, or displaying User Content on the Moombix Platform, you give Moombix a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any User Content, which you submit, post, send or display on or through, the Moombix Platform.
6. Warranty disclaimers
   1. The services on the Moombix Platform are provided “as is” and “as available”, without any warranties of any kind, whether express, implied, or statutory.
   2. We make no representation regarding, nor warrant or assume any responsibility for, any User Content, devices or any product or service advertised, promoted or offered by a third party on or through the Moombix Platform, and we are not responsible for any transactions between you and any third party providers of the foregoing.
   3. We may update and change the Moombix Platform from time to time and we do not guarantee that the Moombix Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Moombix Platform for business and operational reasons.
7. Limitation of our liability
   1. As permitted by all applicable law, you agree that your sole and exclusive remedy to any problems or dissatisfaction with the Moombix Platform is to stop using the Moombix Platform. You agree that Moombix has no obligation or liability arising from or related to the content made available through or in connection with the Moombix Platform.
   2. The total liability of Moombix arising out of or in connection with these terms shall not exceed the amount paid to Moombix in the twelve (12) months preceding the event giving rise to such liability and in no event will Moombix, its shareholders, employees or directors be liable for
      1. any indirect, special, incidental, punitive, exemplary, or consequential damages;
      2. any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Moombix Platform.
      3. Any failure or delay in performance under these terms due to any cause beyond its reasonable control, including but not exclusively war, terrorism, natural disasters, strikes, civil unrest, governmental actions, cyber-attacks, data leaks, or loss of third-party services.
8. Indemnification
   1. You agree to indemnify and hold Moombix harmless from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable attorney fees and costs) suffered or incurred by Moombix arising out of or related to:
      1. Your breach of any of these Terms.
      2. Any User Content you post or otherwise contribute.
      3. Your violation of any law or the rights, including intellectual property rights, of a third party.
9. Severability and Waiver
   1. Unless otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
   2. Any failure by Moombix to enforce these Terms or any provision thereof shall not waive Moombix’s right to do so.
10. Changes to the Terms
    1. We reserve the right to make changes to these Terms. Our updated Terms will be displayed on the Moombix website. Your use of the Moombix Platform following any changes to these Terms will constitute your acceptance of such changes.
11. Entire agreement
    1. Other than as stated in this section or as explicitly agreed upon in writing between you and Moombix, these Terms constitute all the terms and conditions agreed upon between you and Moombix and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
12. Termination and suspension
    1. We may prevent, terminate or suspend your access to the Moombix Platform with immediate effect if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law. If we exercise our rights under this clause then we will have no further liability to you, including liability to refund fees.
    2. Failure to comply with our content standards constitutes a material breach of these Terms and may result in our taking all or any of the following actions:
       1. immediate, temporary, or permanent withdrawal of your right to use the Moombix Platform;
       2. immediate, temporary or permanent removal of any content uploaded by you to the Moombix Platform;
       3. legal proceedings against you for reimbursement of all costs on an indemnity basis (including reasonable administrative and legal costs) resulting from the breach;
       4. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
13. Disputes and governing law
    1. If you are unhappy with us, please contact us as soon as possible. We will try to resolve any disputes with you quickly and efficiently at info@moombix.com.
    2. All disputes arising out of or in connection with these terms are governed by the laws of Iceland and the district Court of Reykjavík shall have exclusive jurisdiction over all disputes arising out of or in connection with these terms.