terms of service

MOMOS TERMS OF USE

Effective Date: January 10, 2023

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Please read these Terms of Use (“Terms”) carefully. These Terms are a binding electronic contract between you and Momos USA, Inc. (“Momos”, “we”, “us” or “our”). These Terms govern your access to and use of the Momos website (“Site”).

BY ACCESSING OR USING THE SITE, YOU (“YOU”) AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SITE.

THESE TERMS CONTAIN A PROVISION REQUIRING YOU TO RESOLVE DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MOMOS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. THIS ARBITRATION PROVISION LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

1. Modifications.  We may, at our sole discretion, revise these Terms from time to time. The most current version of these Terms will be made available to you within the Site. If we make material changes to these Terms, we will notify you via email or on the Site by posting a conspicuous notice prior to the effective date of the changes. By continuing to access or use the Site after those changes become effective, you agree to be bound by the revised Terms.  If you do not agree to the revised Terms, you must cease use of the Site.
2. Privacy Policy. We may collect certain information about you and your use of the Site as described in our Privacy Policy. You acknowledge and agree that Momos may collect, use, share and process data collected from the Site, including but not limited to personal information, as set forth in the Privacy Policy.  
3. Content. The Site, including text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the “Content”) is exclusively the property of Momos or, as applicable, Momos affiliates, vendors or licensors. Except for the rights expressly granted to you in these Terms, Momos reserves all rights in and to the Site and Content, including all intellectual property rights.  Momos may change the Content on the Site at any time. Momos makes no assurance or warranty that the Content is accurate at any point.  
4. Children. The Site is not directed towards children under the age of eighteen (18) years old. If you are under eighteen years old, you must immediately stop using the Site.
5. Momos Account. You may be required to provide information to gain access to a Momos account (“Account”), which facilitates your access the services Momos provides to its customers. Your Momos Account will be governed by a separate agreement between Momos and you, or if you are accessing the Account on behalf of a corporation or other legal entity, than between Momos and such entity. You are solely responsible for ensuring any data or information you provide to Momos is accurate and that you have the legal right to provide the information to Momos. Any Personal Information you provide will be treated in the manner set forth in our Privacy Policy.
6. Use Restrictions. In addition to the other restrictions outlined in these Terms, you agree that you will not (and you will not permit, assist, encourage, or enable anyone to) use the Site in order to:

• Use the Site for any purpose that is illegal, unauthorized, beyond the scope of its intended use, or engage in, encourage, promote, advocate, or assist any third party in any activity that violates these Terms or is otherwise prohibited in these Terms;

• Interfere with or disrupt servers or networks used by Momos to provide the Site or used by other users to access the Site, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Site;

• Intercept, examine, monitor, or otherwise observe any communications protocol used by a device, a client or a server communicating with the Site, whether through the use of a network analyzer, packet sniffer or other device or software;

• Use any robot, bot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Site;

• Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site or circumvent measures employed to prevent or limit access to any area, Content, or source code of the Site;

• Attempt to compromise any security measures or circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Site that you are not authorized to access;

• Introduce any software, data, or equipment that has an adverse impact on the Site;

• Reproduce, duplicate, copy, buy, sell, trade, resell or exploit for any commercial purpose any portion of the Site; and
• Develop any third-party applications that interact with the Site without prior written consent from Momos.

7. Third-party Content. The Site may contain Content from third parties or links to third-party websites or resources.  Links to third-party websites or resources are provided for your information only and do not constitute approval of those third-party websites or resources by Momos. Momos does not control or endorse and is not responsible or liable for any such third-party content, websites, communications, or resources, or any related content, products, or services. You are solely responsible for your use of any such third-party content, websites, communications, or resources. Please note that third-party apps and sites may have their own legal terms and conditions and you may be giving others permission to use your information by using or interacting with them.  You are responsible for deciding whether you will access or use any third-party links or content that may be available in or through the Site.
8. Feedback. By sending us any ideas, suggestions, documents, or proposals ("Feedback"), whether related to our Sites or otherwise, you agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback and may use, publish, distribute, and sublicense the Feedback without any obligation of attribution or compensation to you or any third party.
9. Updates and Upgrades. From time to time, we may need to deploy or provide patches, updates, upgrades, additional Content, or other modifications to the Site. All such releases are in our discretion. If you find any error, issue, or bug in the Site you may submit Feedback to notify us of the error, issue, or bug.  If we elect to install any such updates or upgrades, the Site may be temporarily unavailable as we take our systems offline. In certain circumstances, we may need to suspend, withdraw, or disable the Site for longer periods while we deploy updates and upgrades. If we anticipate the Site being impacted, we will use commercially reasonable efforts to notify you of the same.  Otherwise, we do not provide any other support for the Site.
10. Site Unavailability. The Site or Content may be unavailable or limited for various reasons, and we will not be liable to you for any such unavailability, including without limitation (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, etc., (c) regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.
11. Termination.  Without limiting the generality of the foregoing, Momos may suspend or terminate the Site, in whole or in part, at any time in its sole discretion for any reason. If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Site or Content, and we may restrict your access to the Site or Content.  Momos shall not be liable to you or anyone else for any damages arising from or related to Momo’s suspension or termination of your access to the Site, or in the event Momo’s modifies, discontinues, or restricts the availability of the Site.
12. WARRANTY DISCLAIMER. THE SITE AND CONTENT ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. MOMOS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBSIDIARIES AND EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, AND PARTNERS, DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SITE AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM STATUTE, INCLUDING COURSE OF DEALING OR USAGE IN TRADE.

MOMOS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBSIDIARIES AND EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, AND PARTNERS MAKE NO WARRANTY THAT (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) ANY ERRORS IN THE SITE OR CONTENT WILL BE CORRECTED OR CORRECTABLE; (D) THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS; OR (E) THE CONTENT IS ACCURATE.

13. LIMITATION OF LIABILITY. TO THE GREATEST EXTENT ALLOWED BY LAW, YOU AGREE THAT IN NO EVENT WILL MOMOS, ITS SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS, REPRESENTATIVES, AND PARTNERS (THE “MOMOS PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, PROFITS OR BUSINESS INTERRUPTION)  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A MOMOS PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE OR CONTENT.

USE OF THE SITE IS AT YOUR RISK.  YOUR SOLE REMEDY AGAINST MOMOS FOR USE OF THE SITE IS TO STOP USING THE SAME.  NOTWITHSTANDING THE FOREGOING, IF MOMOS IS FOUND TO BE LIABLE TO YOU FOR ANY DIRECT DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THIS SITES, MOMOS’ LIABILITY SHALL NOT EXCEED ONE HUNDRED ($100.00) UNITED STATES DOLLARS (USD). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY AVAILABLE REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  

14. INDEMNIFICATION. BY AGREEING TO THESE TERMS, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MOMOS AND MOMOS PARTIES FROM AND AGAINST ANY AND ALL CHARGES, CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCURRED AS A RESULT OF OR ARISING FROM A CLAIM, COMPLAINT, ALLEGATION, LAWSUIT, OR DEMAND ARISING OUT OF OR RELATING IN ANY WAY TO (A) YOUR ACCESS OR USE OF THE SITE; (B) YOUR VIOLATION OF THESE TERMS; (C) YOUR INFRINGEMENT OR MISAPPROPRIATION OF MOMOS’ OR ANY THIRD PARTY’S INTELLECTUAL PROPRETY RIGHT OR OTHER PROPRIETARY RIGHT; OR (D) YOUR VIOLATION OF ANY APPLICABLE LAW.

WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU (SUBJECT TO YOUR CONTINUING INDEMNIFICATION)

15. Governing Law. Unless otherwise required by applicable law, these Terms, and your access to and use of the Site, are governed by the laws of the State of Arizona without regards to its conflict of laws principles. Unless otherwise required by applicable law, and except as provided in the following section, venue is exclusively in the state or federal courts, as applicable, located in Maricopa County, Arizona.  You expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim brought by you with respect to the Site must be commenced within one (1) year after the cause of action or claim arises.
16. BINDING ARBITRATION.  YOU AGREE TO RESOLVE ANY DISPUTES ARISING UNDER THESE TERMS OR RELATING TO THIS SITE THROUGH BINDING ARBITRATION, ON AN INDIVIDUAL BASIS, AS SET FORTH BELOW.

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a. WAIVER.  YOU UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS, (I) YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY AND (II) YOU MAY NOT BRING A CLAIM AGAINST COMPANY IN A CLASS ACTION LAWSUIT, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ONE OR MORE PARTY’S CLAIMS IN A CLASS OR PROCEEDING.  In the event a court determines that the foregoing is unenforceable, then such claim must be severed from the arbitration and brought in court, subject to Momos’ right to appeal.

b. Good Faith Discussions.  You and Momos must first attempt to resolve any dispute by good faith discussions or email.  If the parties cannot resolve a dispute with good faith discussions, then either party may submit the dispute to binding arbitration as set forth in these Terms.

c. Rules.  You and Momos agree that arbitration will be conducted by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules, then in effect and as amended herein (the “Rules”).  The Rules can be found at:  https://www.adr.org/Rules.  You and Momos agree that this agreement to arbitrate involves a transaction of interstate commerce and therefore the Federal Arbitration Act will govern the interpretation and enforceability of this agreement to arbitrate.

d. Arbitrator.  Arbitration shall be before one (1) arbitrator who shall have exclusive authority to resolve any disputes arising under these Terms or regarding the Site, including as to the enforceability and/or formation of this agreement to arbitrate made between you and Momos.

e. Location.  You agree that arbitration shall take place exclusively in the state of Arizona. However, where the disclosed claims or counterclaims do not exceed $25,000, the dispute may be resolved by the submission of documents only/desk arbitration (see the Rules for more details).  Either party may, however, ask for a hearing, or the arbitrator may decide a hearing is necessary.

f. Time Limit.  Any claim by you arising in connection with the Site must be commenced by you within one (1) year of the dispute giving rise to the claim.

g. Confidentiality.  The arbitration and information disclosed during arbitration may not be disclosed to any third-party except as required by law.  The parties will not make any comments or announcements to the public about the subject matter or outcome of any arbitration.

h. Changes to this Agreement to Arbitrate.  If Momos modifies this arbitration provision, you may reject that change by sending Momos written notice within thirty (30) days of our posting of the change, in which case you may no longer access or use the Site or its Content.

i. The Arbitrator’s Decision.  The arbitrator’s decisions and judgement will be final and binding on the parties but will have no precedential effect.  The arbitrator shall not have the authority to award damages outside of those set forth in these Terms.

j. Costs and Expenses.  Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse us for certain fees and expenses in accordance with the Rules.

k. Exceptions.  Notwithstanding anything to the contrary in this section, you and Momos each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.

17. Assignment. You may not assign your rights or delegate your duties under these Terms without our prior written consent. These Terms inure to the benefit of Momos’ successors and assigns.
18. Entire Agreement. These Terms and any additional terms posted throughout the Site is the entire agreement between you and Momos with respect to your access to and use of the Site.
19. Severability. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.
20. Contact Us.  You may contact Momos by emailing: support@momos.com

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