# TMGO.TO END USER LICENSE AGREEMENT **Version:** 1.3 **Effective Date:** July 3, 2026 **Last Updated:** July 3, 2026 This End User License Agreement (this **"Agreement"**) is a binding legal contract between **Team Moore LLC**, an **Indiana** limited liability company (**"Team Moore," "Company," "we," "us,"** or **"our"**), and the individual or entity that accesses or uses the Service (**"User," "Customer," "you,"** or **"your"**). **PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE" (OR A SIMILAR AFFIRMATION), COMPLETING CHECKOUT, CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.** > **IMPORTANT — READ THESE PROVISIONS.** This Agreement contains provisions that materially limit your rights, including a **NO-REFUND POLICY (Section 8)**, a **DISCLAIMER OF ALL WARRANTIES (Section 9)**, a **LIMITATION OF LIABILITY CAPPED AT FEES PAID IN THE PRIOR 12 MONTHS (Section 10)**, an **INDEMNIFICATION OBLIGATION RUNNING TO TEAM MOORE (Section 11)**, a **BINDING ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER (Section 12)**, and **BROAD RIGHTS FOR THE COMPANY TO SUSPEND OR TERMINATE YOUR ACCESS (Sections 4 and 7)**. If you accept this Agreement on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity. --- ## 1. Definitions Capitalized terms have the meanings set forth below. 1.1. **"Account"** means the account registered with the Service through which you access and use the Service. 1.2. **"Authorized User"** means an individual (such as an employee, contractor, or agent of Customer) whom Customer permits to access and use the Service under Customer's Account and subscription, and for whom Customer is responsible. 1.3. **"Client Workspace"** means a workspace, sub-account, or "client" entity created within the Service to organize Links, QR Codes, and analytics for a particular end client or project. 1.4. **"Content"** means all data, text, URLs, destination links, slugs, QR code configurations, images, logos, files, and other materials that you or your Authorized Users submit to, generate through, store in, or transmit via the Service, including all destination URLs to which Links and QR Codes resolve. 1.5. **"Documentation"** means any user guides, help materials, or usage policies that the Company makes available for the Service, as updated from time to time. 1.6. **"Fees"** means all subscription charges, usage charges, and other amounts payable by you for access to the Service, as described at the point of purchase or in an Order. 1.7. **"Link"** means a shortened uniform resource locator generated through the Service (including links using the `tmgo.to` domain) that redirects to a destination URL. 1.8. **"Order"** means the online checkout, subscription selection, or ordering process through which you purchase a Subscription to the Service. 1.9. **"QR Code"** means a static or dynamic quick-response code generated through the Service, including dynamic QR Codes that resolve through a Link. 1.10. **"Service"** means the TMGO.TO software-as-a-service platform operated by the Company, including the `tmgo.to` domain and related domains, the branded short-link service, dynamic and static QR code generation, link and scan analytics, team collaboration features, multi-client workspaces, associated APIs, and all related software, features, and Documentation. 1.11. **"Subscription"** means a paid, recurring right to access and use the Service for a specified Subscription Term at a specified tier or plan level. 1.12. **"Subscription Term"** means the period for which you have purchased a Subscription (e.g., monthly or annual), as set forth in your Order. 1.13. **"TMGO.TO"** means the Service and the associated brand, marks, and domains operated by the Company. 1.14. **"User Content"** has the meaning given in Section 5. --- ## 2. License Grant 2.1. **Grant.** Subject to your continuous compliance with this Agreement and your payment of all applicable Fees, the Company grants you a **limited, revocable, non-exclusive, non-transferable, non-sublicensable** right to access and use the Service during the Subscription Term, solely for your internal business purposes and in accordance with this Agreement and the Documentation. 2.2. **Authorized Users.** You may permit Authorized Users to access the Service under your Account, subject to any seat, client, or usage limits associated with your Subscription tier. You are responsible for (a) all acts and omissions of your Authorized Users, (b) ensuring each Authorized User complies with this Agreement, and (c) all activity occurring under your Account, whether or not authorized by you. 2.3. **Reservation of Rights.** The Service is licensed, not sold. Except for the limited rights expressly granted in this Section 2, the Company and its licensors reserve all right, title, and interest in and to the Service. No rights are granted to you by implication, estoppel, or otherwise. 2.4. **Suspension for Cause.** The Company may suspend or restrict the license granted in this Section 2 at any time as described in Sections 4 and 7, including on an immediate basis where the Company reasonably believes suspension is necessary to protect the Service, other users, third parties, or the Company. --- ## 3. Restrictions You shall not, and shall not permit any Authorized User or third party to: 3.1. copy, modify, translate, or create derivative works of the Service or Documentation; 3.2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the extent this restriction is prohibited by applicable law; 3.3. rent, lease, lend, sell, sublicense, assign, distribute, time-share, or provide the Service as a service bureau to any third party, or otherwise make the Service available to anyone other than your Authorized Users, except as expressly permitted for Client Workspaces used to deliver services to your own end clients; 3.4. remove, obscure, or alter any proprietary notices, marks, or attributions on or in the Service; 3.5. access or use the Service to build, train, or benchmark a competing product or service, or copy any features, functions, or graphics of the Service; 3.6. circumvent, disable, or interfere with any usage limits, rate limits, security, authentication, or access-control features of the Service; 3.7. use any automated means (bots, scrapers, crawlers) to access the Service except through APIs expressly made available by the Company and in accordance with their terms; 3.8. introduce or transmit any viruses, malware, or other harmful code through or to the Service; or 3.9. use the Service in any manner not expressly authorized by this Agreement or in violation of any applicable law or the rights of any third party. --- ## 4. User Responsibilities & Prohibited Uses > **This Section is material to the Agreement. Violation may result in immediate suspension or termination of your Account without refund and without further notice.** 4.1. **General Responsibility.** You are solely responsible for all Content, Links, QR Codes, and activity created, transmitted, or accessed through your Account, and for all destination URLs to which your Links and QR Codes resolve, including any changes to destination URLs made after creation. You represent and warrant that your use of the Service and all such Content and destinations comply with this Agreement and all applicable laws, rules, and regulations. 4.2. **Account Security.** You are responsible for maintaining the confidentiality of your Account credentials and for all activity conducted under your Account. You will promptly notify the Company of any unauthorized access or suspected security breach. 4.3. **Prohibited Uses.** You shall not, and shall not permit any Authorized User or any person accessing Content through your Links or QR Codes to, use the Service to create, host, distribute, redirect to, or otherwise facilitate any of the following: - **(a) Spam and unsolicited messaging.** Bulk, unsolicited, or unlawful commercial messaging (email, SMS, messaging apps, or otherwise); sending Links or QR Codes in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), CASL, or any comparable anti-spam or telemarketing law; or any messaging that does not comply with required consent, disclosure, and opt-out requirements. - **(b) Phishing and deception.** Phishing, credential harvesting, spoofing, impersonation of any person or entity, "brand-jacking," or any Link or QR Code designed to deceive users as to its true destination, source, sponsorship, or affiliation, including cloaking, redirect chains intended to evade detection, or destinations that mimic legitimate websites to obtain sensitive information. - **(c) Malware and harmful code.** Distribution of, linking to, or redirection toward viruses, worms, trojans, ransomware, spyware, cryptominers, exploit kits, drive-by downloads, or any other malicious or harmful code or software. - **(d) Illegal activity.** Any activity that violates applicable local, state, national, or international law, including the sale or distribution of illegal goods or services, controlled substances, unlawful weapons, stolen or counterfeit goods, unlawful gambling, human trafficking, child sexual abuse material (CSAM), terrorism or violent-extremist content, unlawful financial schemes, or the facilitation of money laundering, fraud, or sanctions evasion. - **(e) Misleading, harmful, or dangerous Links and QR Codes.** Links or QR Codes that redirect to malicious, fraudulent, defamatory, or intentionally misleading destinations; that facilitate scams, "quishing" (QR-code phishing), fake payment pages, or fraudulent charitable or investment solicitations; or that expose scanning users to harm. - **(f) Infringement.** Content or destinations that infringe or misappropriate any third party's intellectual property, publicity, or privacy rights, or that violate any confidentiality or contractual obligation. - **(g) Harmful, abusive, or objectionable content.** Content or destinations that are unlawfully harassing, threatening, hateful, defamatory, libelous, obscene, or that promote violence or discrimination against any individual or group; and adult or sexually explicit content except where fully compliant with applicable law and age-verification requirements. - **(h) Harm to minors.** Any use that exploits, endangers, or is directed at exploiting minors. - **(i) Privacy and data violations.** Collection, use, or exposure of personal, financial, health, or other sensitive information in violation of applicable privacy laws or without required consent. - **(j) Infrastructure abuse.** Any activity that imposes an unreasonable or disproportionately large load on, disrupts, degrades, or interferes with the Service or its infrastructure, including denial-of-service or distributed-denial-of-service activity, excessive automated requests, rate-limit evasion, or attempts to probe, scan, or test the vulnerability of the Service or to breach security or authentication measures. - **(k) Reputational harm.** Any use that the Company reasonably determines is likely to damage, disparage, or bring into disrepute the Service, the `tmgo.to` domain, the TMGO.TO brand, the Company, or its users — including use that causes the `tmgo.to` domain to be blacklisted, flagged, filtered, or otherwise penalized by browsers, email providers, security vendors, search engines, or domain-reputation services. 4.4. **Compliance and Cooperation.** You will comply with all Company usage policies and Documentation, and with all reasonable Company requests to investigate suspected violations. You will not use the Service in any way that would cause the Company to violate any law or third-party policy (including the policies of the Company's hosting, payment, email, or infrastructure providers). 4.5. **Broad Suspension and Termination Rights (No Refund).** The Company may, in its **sole discretion and without liability**, and **with or without notice**, investigate any suspected violation and **suspend, disable, throttle, restrict, remove, or terminate** any Content, Link, QR Code, Client Workspace, Authorized User, or Account, or the Service in whole or in part, if the Company **reasonably believes** that (a) a violation of this Agreement (including this Section 4) has occurred or is threatened; (b) such action is necessary to protect the Service, its infrastructure, its reputation, other users, or third parties; (c) required by law, legal process, or a governmental or infrastructure-provider request; or (d) your Account presents a security, legal, or reputational risk. **Any suspension, restriction, disabling, or termination under this Section 4 — for any reason, including for your breach — does NOT entitle you to any refund, credit, proration, or offset of any Fees, and does not relieve you of any obligation to pay Fees accrued or committed for the Subscription Term (see Section 8.5).** The Company may, but is not obligated to, provide you an opportunity to cure. 4.6. **No Monitoring Obligation.** The Company has no obligation to monitor Content, Links, QR Codes, or destinations, but may do so, and may remove or disable any of the foregoing that it reasonably determines violates this Agreement or applicable law. The Company's exercise or non-exercise of these rights does not create any duty or liability to you or any third party. --- ## 5. User Content 5.1. **Ownership.** As between the parties, **you retain all right, title, and interest in and to your Content** (**"User Content"**). This Agreement does not transfer ownership of your User Content to the Company. 5.2. **License to the Company.** You grant the Company a **worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license** to host, store, reproduce, cache, index, display, transmit, redirect, process, adapt (solely for formatting, technical, and delivery purposes), and otherwise use your User Content **as necessary to operate, provide, secure, maintain, and improve the Service, to generate and deliver Links, QR Codes, redirects, and analytics, to enforce this Agreement, and to comply with applicable law.** This license continues for so long as your User Content remains on the Service and for a commercially reasonable period thereafter to complete backup, deletion, and log-retention cycles. You further grant the Company the right to generate and retain aggregated, de-identified, and statistical data derived from your use of the Service and to use such data for any lawful business purpose, provided it does not identify you or any individual. 5.3. **Your Representations.** You represent and warrant that (a) you own or have all rights, licenses, consents, and permissions necessary to submit your User Content and destination URLs and to grant the license in Section 5.2; (b) your User Content and destinations do not and will not violate this Agreement, applicable law, or any third-party rights; and (c) you are solely responsible for the accuracy, quality, legality, and appropriateness of your User Content and destinations. 5.4. **Sole Responsibility; No Company Liability.** **You are solely responsible for your User Content, your Links, your QR Codes, and their destinations.** The Company does not create, control, endorse, verify, or assume responsibility for any User Content, Link, QR Code, or destination, or for any act or omission of any user, Authorized User, or third party. **To the fullest extent permitted by law, the Company shall have no liability whatsoever arising out of or relating to User Content, Links, QR Codes, destination URLs, or any use of or reliance on the foregoing by any person.** Because dynamic Links and QR Codes may resolve to destinations that you or third parties control and may change over time, you acknowledge that the Company cannot and does not guarantee the safety, legality, or availability of any destination. 5.5. **Backup.** You are responsible for maintaining your own backups of your User Content. The Company is not a data-backup service and, subject to Section 7.4, is not obligated to store or return your User Content following termination. --- ## 6. Intellectual Property 6.1. **Company IP.** The Service, the Documentation, the `tmgo.to` domain, the TMGO.TO name and logo, and all software, technology, designs, text, graphics, user interfaces, and all intellectual property rights therein are and remain the exclusive property of the Company and its licensors. All goodwill arising from use of the Company's marks inures solely to the Company. 6.2. **Feedback.** If you provide the Company with any suggestions, ideas, or feedback regarding the Service (**"Feedback"**), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, and fully sublicensable license to use and exploit the Feedback for any purpose without restriction or compensation to you. 6.3. **Third-Party Materials.** The Service may incorporate third-party software or materials subject to their own terms. Your use of such materials is subject to those terms, and the Company disclaims all liability arising from them. 6.4. **DMCA / Infringement Notices.** The Company respects intellectual property rights and will respond to properly submitted notices of alleged infringement. Send notices to **support@tmgo.to**. The Company may remove allegedly infringing Content and terminate repeat infringers in its sole discretion. --- ## 7. Term and Termination 7.1. **Term.** This Agreement begins on the date you first accept it or first access the Service, and continues until all Subscriptions have expired or this Agreement is terminated as provided herein. 7.2. **Termination by You.** You may terminate your Subscription by canceling through the Service or by providing notice as described in Section 8, effective at the end of the then-current Subscription Term. Cancellation stops future renewals but, except as required by law, does **not** entitle you to a refund of Fees already paid or committed (see Section 8). 7.3. **Termination or Suspension by the Company.** The Company may, in its sole discretion: - **(a)** terminate this Agreement or any Subscription, or suspend or restrict your access to the Service, **for any reason or no reason**, upon reasonable notice (which, for convenience terminations, means notice effective at or before the end of the then-current Subscription Term); and - **(b)** terminate this Agreement or any Subscription, or suspend, restrict, or disable your access, Content, Links, QR Codes, Client Workspaces, or Account **immediately and without notice** if (i) you breach this Agreement (including Sections 3, 4, or 8); (ii) any Fees are overdue; (iii) the Company reasonably believes suspension or termination is necessary to protect the Service, its infrastructure, its reputation, other users, or third parties, or to comply with law or legal process; or (iv) you become insolvent or subject to bankruptcy or similar proceedings. 7.4. **Effect of Termination.** Upon any termination or expiration: (a) all licenses and rights granted to you immediately terminate and you must cease all use of the Service; (b) all Links and QR Codes associated with your Account may cease to function and may stop redirecting; (c) the Company may deactivate or delete your Account and User Content following a commercially reasonable period, and has no obligation to retain, export, or return User Content except as required by law; and (d) any amounts owed to the Company become immediately due. 7.5. **No Refund on Termination.** Except where a refund is required by non-waivable applicable law, **no termination, suspension, or restriction of the Service or your Account — whether by you or by the Company, for any reason or no reason, and whether for convenience or for cause — entitles you to any refund, credit, proration, or offset of any Fees.** For clarity, if the Company terminates, suspends, or restricts your Account for your breach, no refund or pro-rata credit is owed; and if you terminate or cancel early, no refund or pro-rata credit is owed for the unused portion of the Subscription Term (see Section 8.5). 7.6. **Survival.** Sections 1, 3, 5.2 (as limited therein), 5.3, 5.4, 6, 7.4, 7.5, 8, 9, 10, 11, 12, 13, and 14, and any accrued payment obligations, survive termination or expiration of this Agreement. --- ## 8. Fees, Payment, and Refund Policy > **The Service is a paid subscription service with no free tier. All Fees are non-refundable except as expressly stated below.** 8.1. **Fees.** You agree to pay all Fees for the Subscription tier you select, as presented at checkout or in your Order. Fees are stated in **U.S. Dollars (USD)** and are exclusive of taxes. 8.2. **Billing and Payment Processor.** Fees are billed in advance on a recurring basis according to your billing cycle (e.g., monthly or annually). Payments are processed by a third-party payment processor (**Stripe**). You authorize the Company and its processor to charge your designated payment method for all Fees when due. You represent that you are authorized to use the payment method provided and will keep your payment and billing information current. 8.3. **Automatic Renewal.** > **AUTO-RENEWAL NOTICE: YOUR PAID SUBSCRIPTION AUTOMATICALLY RENEWS, AND YOUR PAYMENT METHOD WILL BE CHARGED ON A RECURRING BASIS, UNTIL YOU CANCEL. YOU MUST CANCEL BEFORE THE END OF THE CURRENT SUBSCRIPTION TERM TO AVOID BEING CHARGED FOR THE NEXT TERM.** **Your Subscription automatically renews.** Unless you cancel before the end of the then-current Subscription Term, your Subscription will **automatically renew** for successive renewal periods equal in length to the then-current Subscription Term. You **expressly authorize the Company (through its payment processor) to automatically charge your designated payment method the then-current Fees for each renewal period, on or around the start of that renewal period, without further notice or authorization from you.** These recurring charges will continue until the Subscription is cancelled. **To avoid being charged for the next term, you must cancel before the end of the current Subscription Term**, using the account/billing settings in the Service or by contacting **support@tmgo.to**. Cancellation takes effect at the end of the then-current Subscription Term; you retain access until then, and **no partial-term or pro-rata refund is provided for any period following cancellation** (see Section 8.5). The Company will provide any renewal reminders, advance pricing-change notices, and cancellation instructions required by applicable automatic-renewal or "negative option" laws. 8.4. **Price Changes.** The Company may change Fees for future Subscription Terms. The Company will provide reasonable advance notice of any Fee increase, which will take effect on your next renewal. Continued use after the effective date constitutes acceptance of the new Fees. 8.5. **No Refunds.** > **ALL FEES ARE NON-REFUNDABLE. ALL SALES ARE FINAL.** **You will not receive a refund, credit, or proration of any Fees under any circumstances, except where a refund is expressly required by non-waivable applicable law.** All Fees are **earned by the Company when paid** and are **fully non-refundable**. This no-refund policy applies regardless of the reason, and expressly includes, without limitation: **(a)** **cancellation or non-renewal** by you at any time; **(b)** **early termination** of your Subscription by you before the end of a Subscription Term; **(c)** **suspension, disabling, restriction, or termination of your Account by the Company, including for your breach** of this Agreement (Sections 4 and 7); **(d)** **partial use, non-use, or under-use** of the Service during any period for which Fees were paid; **(e)** **dissatisfaction** with the Service or any of its features, results, or performance; and **(f)** any downtime, error, interruption, or unavailability, except as expressly provided in a separate written service-level agreement signed by the Company (if any). **No unused portion of any Subscription Term is refundable.** The Company may, in its **sole and absolute discretion**, elect to issue a refund or credit in a particular case; **any such refund or credit is a one-time accommodation granted at the Company's option, is not an admission of any obligation, and does not constitute a waiver, create a course of dealing or precedent, or give rise to any ongoing or future obligation** to grant refunds or credits in any other case or to any other User. 8.6. **Taxes.** You are responsible for all sales, use, VAT, GST, and other taxes and duties associated with your purchase, excluding taxes on the Company's net income. If the Company is required to collect such taxes, they will be added to your invoice. 8.7. **Late Payment; Failed Charges.** If any charge fails or any amount is overdue, the Company may (a) suspend or terminate your access until amounts are paid, (b) retry the charge, and (c) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs (including attorneys' fees). 8.8. **Chargebacks.** You agree to contact the Company to resolve billing disputes before initiating a chargeback. Fraudulent or unwarranted chargebacks are a breach of this Agreement and may result in immediate suspension or termination without refund, plus recovery of associated fees and costs. --- ## 9. Disclaimers of Warranties > **THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."** 9.1. **As-Is.** TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE DOCUMENTATION, AND ALL RELATED FEATURES, LINKS, QR CODES, ANALYTICS, AND CONTENT ARE PROVIDED **"AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS,"** WITHOUT WARRANTY OF ANY KIND. 9.2. **Disclaimer.** THE COMPANY AND ITS SUPPLIERS AND LICENSORS **EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,** INCLUDING ANY IMPLIED WARRANTIES OF **MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT,** AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 9.3. **No Guarantee of Results or Availability.** THE COMPANY DOES NOT WARRANT THAT (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) LINKS OR QR CODES WILL ALWAYS RESOLVE, FUNCTION, OR REMAIN AVAILABLE; (c) ANALYTICS OR SCAN/CLICK DATA WILL BE ACCURATE OR COMPLETE; (d) THE `TMGO.TO` DOMAIN WILL NOT BE BLOCKED, FILTERED, OR FLAGGED BY THIRD PARTIES; OR (e) DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE. 9.4. **Third-Party Destinations.** THE COMPANY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY WEBSITE, DESTINATION, OR CONTENT TO WHICH A LINK OR QR CODE RESOLVES, AND DISCLAIMS ALL LIABILITY RELATED THERETO. 9.5. **Jurisdictional Limits.** Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the above exclusions apply to the maximum extent permitted by law. --- ## 10. Limitation of Liability > **READ THIS SECTION CAREFULLY — IT LIMITS THE COMPANY'S LIABILITY TO YOU.** 10.1. **Exclusion of Damages.** TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY **INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,** OR FOR ANY **LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR USE, OR BUSINESS INTERRUPTION,** ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND **WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.** 10.2. **Liability Cap.** TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL **NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.** 10.3. **Essential Purpose.** THE LIMITATIONS IN THIS SECTION 10 APPLY **EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE,** AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE A MATERIAL BASIS OF THE BARGAIN. THE FEES WOULD BE SUBSTANTIALLY HIGHER ABSENT THESE LIMITATIONS. 10.4. **Exclusions from Cap.** Some jurisdictions do not allow certain limitations or exclusions of liability (for example, for gross negligence, willful misconduct, fraud, death or personal injury caused by negligence, or other non-waivable liabilities). Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law, and in such jurisdictions the Company's liability is limited to the maximum extent permitted. 10.5. **Time to Bring Claims.** To the extent permitted by law, any claim arising out of or relating to this Agreement or the Service must be brought within **one (1) year** after the claim arises, or it is permanently barred. --- ## 11. Indemnification 11.1. **Your Indemnity.** You will **defend, indemnify, and hold harmless** the Company and its affiliates and their respective officers, directors, members, managers, employees, agents, suppliers, and licensors (the **"Company Indemnitees"**) from and against any and all third-party claims, demands, suits, actions, and proceedings, and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) (collectively, **"Claims"**), arising out of or relating to: - **(a)** your or your Authorized Users' Content, Links, QR Codes, or destination URLs; - **(b)** your or your Authorized Users' use of the Service or breach or alleged breach of this Agreement (including Sections 3, 4, and 5); - **(c)** your violation of any applicable law or of any third party's rights (including intellectual property, privacy, publicity, or data-protection rights); - **(d)** any dispute between you and any of your Authorized Users, end clients, or the recipients of your Links or QR Codes; and - **(e)** any misrepresentation made by you under this Agreement. 11.2. **Procedure.** The Company will provide you with reasonably prompt notice of the Claim (provided that failure to do so will not relieve you of your obligations except to the extent materially prejudiced). The Company may participate in the defense with counsel of its choosing at its own expense, and you will not settle any Claim in a manner that imposes any obligation, liability, or admission on any Company Indemnitee, or that fails to fully release the Company Indemnitees, without the Company's prior written consent. The Company may assume sole control of the defense and settlement of any Claim at your expense if you fail to promptly and diligently defend. --- ## 12. Governing Law, Venue, and Dispute Resolution > **This Section requires most disputes to be resolved by binding individual arbitration and waives your right to a jury trial and to participate in class actions. Please read it carefully. An opt-out is available under Section 12.7.** 12.1. **Governing Law.** This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the **State of Indiana**, U.S.A., without regard to its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. 12.2. **Informal Resolution.** Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally by written notice to the other party (to the Company at **support@tmgo.to**) for at least **thirty (30) days**. 12.3. **Binding Arbitration.** Except as provided in Sections 12.5 and 12.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service that is not resolved informally will be resolved by **final and binding arbitration** administered by the **American Arbitration Association (AAA)** under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules), before a single arbitrator. The arbitration will be conducted in **the State of Indiana**, or by videoconference where available, and judgment on the award may be entered in any court of competent jurisdiction. 12.4. **Class Action Waiver.** **ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING.** If this class-action waiver is found unenforceable as to any claim, that claim will be severed and litigated in court under Section 12.6, but the remainder of the arbitration agreement will remain in effect. 12.5. **Small Claims.** Either party may bring an individual action in small-claims court for disputes within that court's jurisdiction, in lieu of arbitration. 12.6. **Injunctive Relief / IP.** Notwithstanding the foregoing, either party may seek **injunctive or other equitable relief** in a court of competent jurisdiction located in **the State of Indiana** to protect its intellectual property or confidential information, or to address unauthorized access, security threats, or infringement, and the parties consent to the personal jurisdiction and exclusive venue of the state and federal courts located there for such matters and for any dispute not subject to arbitration. 12.7. **Right to Opt Out of Arbitration.** You may opt out of the arbitration and class-waiver provisions of this Section 12 by sending written notice to **support@tmgo.to** within **thirty (30) days** of first accepting this Agreement, stating your name, Account, and intent to opt out. Opting out does not affect any other provision of this Agreement. 12.8. **Jury Waiver.** To the extent any dispute proceeds in court, **each party knowingly and voluntarily waives any right to a trial by jury** to the fullest extent permitted by law. --- ## 13. Miscellaneous 13.1. **Entire Agreement.** This Agreement, together with any Order, Documentation, and any additional terms expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. Any conflicting or additional terms in your purchase order or similar document are void. 13.2. **Severability.** If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will remain in full force and effect. 13.3. **No Waiver.** No failure or delay by the Company in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the Company. 13.4. **Assignment.** You may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the Company's prior written consent; any attempted assignment in violation is void. The Company may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns. 13.5. **Notices.** The Company may provide notices to you via the Service, the email associated with your Account, or by posting. You are responsible for keeping your contact information current. Legal notices to the Company must be sent to **support@tmgo.to**. Team Moore LLC is an Indiana limited liability company; a current mailing address for formal service is available on request. 13.6. **Force Majeure.** The Company is not liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, cyberattacks, or third-party service or infrastructure failures. 13.7. **Relationship of the Parties.** The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship. 13.8. **No Third-Party Beneficiaries.** Except for the Company Indemnitees (Section 11) and the Company's suppliers and licensors (Sections 9 and 10), there are no third-party beneficiaries to this Agreement. 13.9. **Export and Sanctions Compliance.** You represent that you are not located in, and will not use the Service in violation of, any applicable export-control or economic-sanctions laws, and that you are not on any restricted-party or sanctioned-party list. 13.10. **U.S. Government End Users.** The Service is a "commercial product" and its use is governed solely by this Agreement, consistent with FAR 12.212 and DFARS 227.7202, as applicable. 13.11. **Headings; Interpretation.** Headings are for convenience only. "Including" means "including without limitation." The Company's exercise of discretion under this Agreement is in its "sole discretion" unless otherwise stated. 13.12. **Electronic Communications and Signatures.** You consent to receive communications from the Company electronically, and you agree that electronic acceptances, agreements, and records satisfy any legal requirement that such communications be in writing. --- ## 14. Acceptance, Audit Trail, and Updates > **This Section governs how you accept this Agreement, how the Company records that acceptance, and how the Company may update this Agreement.** 14.1. **Clickwrap Acceptance.** You accept this Agreement by taking an affirmative action clearly presented at the point of purchase or account creation, including **checking an "I have read and agree to the End User License Agreement" checkbox and/or clicking "I Agree," "Subscribe," "Complete Purchase," or a similar button during checkout.** The Company presents this Agreement (or a conspicuous, clickable link to it) adjacent to the acceptance control before payment is collected. Your affirmative action constitutes your electronic signature and your agreement to be bound. **If you do not agree, do not check the box, complete checkout, or use the Service.** 14.2. **Acceptance by Use.** Independently, your access to or use of the Service constitutes acceptance of this Agreement and any then-current updates, whether or not you complete the clickwrap flow. 14.3. **Authorization to Log and Retain Acceptance Records (Evidence of Acceptance).** **You expressly acknowledge, consent to, and authorize the Company to create, log, store, and retain a record of your acceptance of this Agreement (and of each version you accept), and you agree that these records are created and maintained specifically to serve as evidence of your acceptance of, and agreement to be bound by, this Agreement in any dispute, arbitration, litigation, regulatory inquiry, or other proceeding.** These acceptance records are kept for legal, evidentiary, compliance, and audit purposes, and may include, without limitation: - **(a)** the **date and time (timestamp)** of acceptance; - **(b)** the **IP address** from which acceptance was made; - **(c)** a **user identifier** (such as your Account ID, authentication subject identifier, and/or email address) and, where applicable, the accepting entity and Authorized User; - **(d)** the **version and effective date of the EULA** accepted, and/or a content hash of the accepted version; - **(e)** the **method of acceptance** (e.g., checkbox + "I Agree" click during checkout, account creation, or continued use); and - **(f)** related metadata such as user-agent/browser string, the acceptance URL/context, and the associated Order or transaction identifier. You agree that these acceptance records **are intended to be, and may be used and relied upon as, conclusive evidence** of your acceptance of, and agreement to be bound by, the applicable version of this Agreement; that they **satisfy any requirement that an agreement be "in writing" or "signed"**; and that they may be **submitted as evidence in any dispute, arbitration, litigation, regulatory inquiry, or other proceeding**. You **irrevocably waive any objection to the admissibility, authenticity, or evidentiary weight** of such records on the basis that they are electronic records or were generated or maintained by the Company or its systems. The Company will retain acceptance records for as long as reasonably necessary for the purposes above and as required by applicable law, notwithstanding termination of your Account. The Company will handle any personal data within acceptance records in accordance with its Privacy Policy and applicable law. 14.4. **Updates to this Agreement.** The Company may update or modify this Agreement from time to time. When the Company makes material changes, it will provide reasonable notice by posting the updated Agreement with a new "Last Updated" date and/or version number and, where appropriate, by email or in-Service notice. Non-material changes may take effect upon posting. 14.5. **Acceptance of Updates by Continued Use.** **Your continued access to or use of the Service after the effective date of an updated Agreement constitutes your acceptance of the updated Agreement.** The Company may also require renewed clickwrap acceptance of a new version (for example, at your next login or renewal), and may condition continued use on such acceptance. If you do not agree to an updated version, your sole remedy is to stop using the Service and cancel your Subscription in accordance with Section 8 (no refund is owed for unused time except as required by law). Each version of this Agreement applies to your use of the Service during the period it is in effect. 14.6. **Version Records.** The Company maintains dated, versioned copies of each iteration of this Agreement and, upon reasonable request, will make available the version in effect at the time of a given acceptance. --- **BY CLICKING "I AGREE," COMPLETING CHECKOUT, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY IT.** **Team Moore LLC** · an Indiana limited liability company support@tmgo.to · https://tmgo.to · https://moore.team