TERMS OF USE

Last Updated: October 30, 2023

These Terms of Use (referred to as “Terms” or “Agreement”) apply to the Embodied eCommerce web site www.moxierobot.com (the “eCommerce Site), the Global Robotics Laboratory web site www.globalroboticslab.com (the “GRL Site”); the robot or digital companion Moxie (“Moxie” or “Moxie Robot”); and the Embodied Moxie Robot App App (the “Moxie Robot App”). These Terms of Use also apply to Embodied’s social media accounts including or not limited to the following social media accounts: https://www.instagram.com/moxierobot/; https://www.instagram.com/themoxierobot/; https://www.tiktok.com/@moxierobot; https://www.facebook.com/embodiedinc; https://twitter.com/EmbodiedInc.  Collectively, the eCommerce Site, the GRL Site, Moxie, the Moxie Robot App and Embodied’s social media accounts are referred to as the “Embodied Services.”  


OVERVIEW

The eCommerce Site, the GRL Site the Moxie Robot App, and the Embodied social media accounts are created and operated by Embodied, Inc. (“Embodied”). Moxie is manufactured and sold by Embodied. Throughout the site, the terms “we”, “us” and “our” refer to Embodied. Embodied offers the eCommerce Site, the GRL Site and the Moxie Robot App, including all information, tools and services available from these sites and the app to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.  Throughout the Terms of Use, the term “you,” “your,” customer or consumer refers to purchasers and/or users of the Embodied Services.  Embodied and you are individually referred to as a “Party” and collectively referred to as “Parties.”   

By 1) visiting our eCommerce Site, or Amazon’s Embodied Site, or by purchasing Embodied products and/or services from us; 2) visiting our GRL Site; 3) utilizing the Moxie Robot App; 4) visiting our social media accounts; or 5) utilizing Moxie, you engage in the “Embodied Services” and agree to be bound by the following terms and conditions (“Terms of Use”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink.

Please read these Terms of Use carefully before accessing or using the Embodied Services. By accessing or using any part of the Embodied Services, you agree to be bound by these Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not and should not access the sites or use any of the Embodied Services. If these Terms of Use are considered an offer, acceptance is expressly limited to these Terms of Use

Any new features or tools which are added to any of the Embodied Services shall also be subject to this Terms of Use.

You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to any of the Embodied Services. It is your responsibility to check this page periodically for changes. Your continued use of or access to the sites following the posting of any changes constitutes acceptance of those changes in the Terms of Use.

Please note that your place of residence in the United States may control whether you have different rights than expressed herein. Nothing described herein may impact your rights under the law in your place of residence (which cannot be modified or changed by these Terms of Use). Should there by a conflict between the rights in your place or residence and these Terms of Use, then the law in your place of residence in the United States should prevail.

WARNING: IN ADDITION TO THE FOREGOING PROHIBITED USES, PLEASE BE ADVISED THAT THE MOXIE ROBOT IS AN ELECTRICAL APPLIANCE AND THEREFORE YOU MUST AT ALL TIMES TAKE BASIC PRECAUTIONS WHEN USING THE PRODUCT. PLEASE SEE IMPORTANT SAFETY INFORMATION IN YOUR USER GUIDE OR QUICK START GUIDE.

1) GENERAL CONDITIONS

You may not use our Embodied Services for any illegal or unauthorized purpose nor may you, in the use of the Embodied Services, violate any laws in your jurisdiction (including but not limited to copyright laws, privacy laws or intellectual property laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of the use of the Embodied Services.

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Embodied Services, use of the Embodied Services, or access to the Embodied Services or any contact on the website through which the service is provided, without express written permission by Embodied.  You may not resell, duplicate, copy, sell or exploit Moxie (the robot) without express written permission by Embodied.  

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms.

2) ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on the Embodied Services (including the eCommerce Site, the GRL Site, the Embodied social media accounts, and the Moxie Robot App) is not accurate, complete or current. The material on the Embodied Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Embodied Services is at your own risk.

The Embodied Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of these Embodied Services at any time, but we have no obligation to update any information on our sites. You agree that it is your responsibility to monitor changes to our Embodied Services.

3) EMBODIED SERVICES DESCRIPTION

The Embodied Services are for your personal, noncommercial use and are intended for information and entertainment purposes only. The Embodied Services does not constitute legal advice, professional advice, and/or medical or healthcare advice or diagnosis.

Intellectual Property Ownership - The Embodied Services are our Intellectual Property or the Intellectual Property of Embodied, our licensors or licensees. All copyrights, moral rights, trademarks, service marks, trade dress, and trade names and additional intellectual property rights are owned by Embodied, or Embodied’s licensors or licensees. You may own the physical media on which portions of the Embodied Services are delivered to you, but Embodied retains complete and full ownership of the Embodied Services Intellectual Property and/or the Embodied Services. There is no transfer of title or any rights to any portion of the Embodied Services to you. Different parts of the Embodied Services may not be used or exploited in any way other than as part of the Embodied Services that are offered to you. A list of some of Embodied’s Intellectual Property is provided at www.moxierobot.com/pages/IP-Notice.

Embodied Content & Software License – As part of these Terms of Use, Embodied grants you the use of software, content, virtual items or other materials owned or licensed by Embodied. Embodied grants you a limited, non-exclusive, non-sublicensable, non-transferrable license to access and use such software, content, virtual item or other material for your personal, noncommercial use only. This license is only good for as long as the Embodied Services are made available by Embodied. You have no right, to distribute, communicate to the public, make available to the public, reproduce or transform any Embodied Services in any media format known now or hereafter devised. The use of the Moxie Robot App is controlled by the End User License Agreement (“EULA”).

4) EMBODIED PRODUCTS OR SERVICES

The Moxie Robot is available for sale through the eCommerce web site. The Moxie Robot may have limited quantities and is subject to return or exchange only according to our Return Policy, available at www.moxierobot.com/pages/return-policy. Moxie is also available for sale at Amazon’s Embodied Commercial Site (https://www.amazon.com/dp/B0C1M76VR9?ref=myi_title_dp).  Moxie Robots that are purchased at Amazon’s Embodied Site are subject to return or exchange according to Amazon’s return policy.  

We have made every effort to display as accurately as possible the colors and images of the Moxie Pro Robot that appears on the eCommerce Site and Amazon’s Embodied Site. We cannot guarantee that your computing device’s display of any color will be accurate.

The Moxie Robot App is only available for download at Apple App Store or Google Play.

We reserve the right, but are not obligated, to limit the sales and/or shipping of the Embodied Products or Embodied Services to any person, geographic region or jurisdiction. Embodied’s Products or Embodied Services are only designed to work in the United States.  Embodied’s Products or Embodied’s Services are not guaranteed to work in any other countries.  We may exercise this right on a case-by-case basis.   Embodied reserves the right to not provide customer service to any units that are located outside of the United States.  

Embodied reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the eCommerce Site or Amazon’s Embodied website is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Embodied Products or Embodied Services will be corrected.

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, per organization, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at the eCommerce Site, Amazon’s Embodied website or via direct purchases with Embodied personnel. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, or other payment information, so that we can complete your transactions and contact you as needed.

Embodied offers a one-year limited warranty for the Moxie Robot. Details of the limited one-year warranty may be found at www.moxierobot.com/pages/warranty.  


5) EMBODIED SERVICES PROHIBITED USES

In addition to other prohibitions as set forth in this Terms of Use, by agreeing to this Terms of Use, you, are prohibited from using the Embodied Services or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Embodied Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, farm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose, including endangering any child who is using the Moxie Robot or the Embodied Services; or (k) to interfere with or circumvent the security features of the Embodied Services or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Embodied Services or any related website for violating any of the prohibited uses.

By agreeing to these Terms, you agree not to circumvent or disable any content protection system or digital rights management technology that is utilized within any Embodied Service. You may not use the Commercial Site, the GRL Site, the Moxie Robot App, the Embodied Social Media accounts or Moxie, for any commercial or political purpose (for purposes of advertising, soliciting funds, and/or selling products). You may not utilize products such as meta tags or any other “hidden text” utilizing any Embodied trademarks or trade names. You may not reverse engineer, reverse assembly, disassemble, decompile, modify or otherwise try to ascertain any Embodied Service from a computer-readable or computer-executable form. You may not engage in any activity that interferes with a user’s access to the Embodied Services, interferes with the proper operation of the Embodied Services, or causes harm to the Embodied Services. You may not remove or delete any notice including copyright, trade dress or trademark notices or any Intellectual Property notices. Further, you may not access or utilize any Embodied Service in an unlawful or unauthorized manner or in a manner that suggest an association or sponsorship with by Embodied’s Services, products, and/or brands. If you access or acquire services, content or software of the Embodied Services, you represent and warrant that you access to and use of the services, content or software will comply with those requirements. You also agree that you will not frame or utilize framing techniques to enclose any content of the Embodied Services (including, but not limited to, images, text or page layout). You also agree that you will not make modifications to the Embodied Services or content. You further agree that you will not change, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use or exploit the content or Embodied Services as specifically permitted by these Terms of Use or with prior written consent of an officer of Embodied. You will not insert any code or product to manipulate the Embodied Services or content in any way that adversely affects any user experience.  You also agree to not utilize reels or videos created by Embodied that are posted on Embodied’s social media accounts (whose copyrights are owned by Embodied) without express written permission from Embodied.  You also agree that you will not represent that you are affiliated with Embodied and/or are a reseller of Embodied Products or Embodied Services.  

Embodied may immediately suspend or terminate the availability of the Embodied Products, Embodied Services and Content (and any elements and features of them) for any reason, in Embodied’s sole discretion, and without advance notice or liability.

Reservation of All Rights Not Granted as to Content, Social Media Accounts and Website. This Terms of Use include only narrow, limited grants of rights to Content, Moxie, and/or to use and access the Embodied Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Embodied and its licensors and other authorized third parties. Any unauthorized use of any content or the Website or Embodied Social Media Accounts for any purpose is prohibited.


6) PRIVACY

The current Embodied Privacy Policy at moxierobot.com/pages/privacy-policy describes our collection and use of data. Some of the Embodied Services are subject to the Children’s Online Privacy Protection Act (COPPA).

7) OPENING ACCOUNTS / ACCESSING EMBODIED SERVICES.

eCommerce Site – You don’t have to establish an account to visit and view the eCommerce Web Site. In order to purchase the Moxie Robot, you have to establish an account at the eCommerce Site. You will provide your name, billing information and shipping address. The eCommerce Site is not designed to be used by children under 18. The Embodied Services’ (including the eCommerce Site’s) practices governing any collection and use of your personal information are disclosed in its Privacy Statement, which is available of moxierobot.com/pages/privacy-policy. Your decision to provide this information is purely voluntary and optional; however, if you do not consent to Embodied’s data collection policy or practices, you may not be able to interface with Moxie. 

Moxie Robot App And Moxie – In order to obtain the Moxie Robot App, you go to Apple App Store or Google Play store and download the Moxie Robot App to your computing device. The Moxie Robot App may be utilized on smart phones or tablet computing devices. You have to establish your account (including an e-mail address) in the Moxie Robot App in order to interface with the Moxie. You will be asked to enter your name, your email address, child developmental goal information and/or event information (e.g., dad’s birthdate or appointments) in the Moxie Robot App.


For the email address you agree that you will not use a username that is already in use, impersonates another person, violates the intellectual property or other right of any person or entity, or is offensive. Embodied reserves the right to reject any email address for any other reason in their sole discretion. You are responsible for all activities under your account and email address, whether or not you authorize the activity. You will provide accurate, current and complete information about yourself and update it regularly. You are solely responsible for maintaining the confidentiality of your account and for restricting access to your computing device you are using to access the Moxie Robot App so that others may not access your account using your information. If there has been a breach of security or if there is unauthorized use of your email address or account, you must notify Embodied immediately. You shall not sell, transfer or assign your account or any account rights.

GRL SITE – If a parent purchases Moxie, a parent or child (after Embodied receives parental consent) may be provided with access to the GRL Site. A persistent cookie may keep track who has logged into the GRL Site  and may allow a registered child to not have to go through the connection process repeatedly.

You may also visit the GRL Site without purchasing Moxie to learn about characters, to play a game and to engage in limited activities. If you do not own a Moxie and are just visiting the GRL Site, the persistent cookie is not utilized.

Embodied will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the  obligations identified in these Terms.

If any of the information, or if we believe there are grounds to reasonably suspect that any of the information you provide, if false, inaccurate, outdated or violates this Terms of Use, any terms, or any legal requirement or law, then Embodied may suspend or terminate your account.

We also reserve a more general right to terminate your account or suspend your account, all in our sole discretion and without advance notice or liability.

Handling of Moxie - Moxie is an electronic device designed to be utilized by children. As such, Moxie should be handled gently and with care. Please refer to the Section entitled “Caring for Your Moxie” in the Quick Start Guide and the User Manual for more detailed instructions on handling Moxie.


8) THIRD-PARTY LINKS

Certain content, products and services available via the Embodied Services may include materials from third-parties.

Third-party links on the eCommerce Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

The eCommerce Site is hosted on Shopify Inc. servers. They provide us with the online eCommerce platform that allows us to sell our Embodied Services (e.g., including Moxie) to you.

Amazon’s Embodied website is hosted on Amazon’s servers.  

By agreeing to these Terms of Use, you represent that you are at least the age of 18 in your state, or that you have given us your consent to allow any of your minor dependents to use this eCommerce site.  The eCommerce site is not directed to children under the age of 18.  


9) CUSTOMER SERVICE

If you have any customer service questions related to Embodied Services, then as a resource please contact Embodied at:

(855) 945-3411

moxierobot.com/pages/contact-us


10) PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

Embodied will respond to notices of copyright infringement that comply the U.S. Digital Millennium Copyright Act (“DMCA”). If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it in the Embodied Services, a written notice may be sent that includes the following information: 1) a subject line stating "DMCA Copyright Infringement Notice"; 2) a description or identification of the copyrighted work or works that you claim is allegedly infringed; 3) a description of where (e.g., URL or portion of Embodied Services) the material that you claim is allegedly infringed is located to allow us to locate and identify the material; 4) your full name and preferred contact information (address, email, telephone number); 5) a statement by you, made under penalty of perjury that the information in the above-described is accurate and that you own the copyright in the material (or that you are a representative of the copyright owner and authorized to act on the copyright owner’s behalf; and 6) your physical signature, or, if sent within an electronic communication (e.g., email) your typed name followed by //s//, which will serve as the electronic signature.

Embodied will only respond to DMCA Notices that it receives by mail or e-mail at the addresses below:

By Mail:

Embodied, Inc.

385 E. Colorado Blvd., Suite 110

Pasadena, CA 91101

Attention: General Counsel


By E-Mail:

DMCA@embodied.com

Embodied may elect or decide to not respond to DMCA Notices that do not comply with all of the foregoing requirements. In addition, sometimes it is difficult to determine if the copyrighted material has been infringed. Embodied may elect or decide to remove allegedly infringing material that comes to attention via notices even if the notices do not comply with the DMCA provisions.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Embodied may send the information that you provide in your DMCA Notice to the person who provided the allegedly infringing work. In response, that person may send Embodied a DMCA Counter Notification.

DMCA Counter-Notification. If a work that you provided to Embodied is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send Embodied a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information: (1) a subject line that says: "DMCA Counter-Notification"; (2) a description of the material that has been removed and the location at which the material appeared before it was removed (e.g., URL or other identifier); (3) a statement, under penalty of perjury, that you have a good faith belief that the material was removed or as a result of mistake or misidentification of the material and/or a verification of ownership of the material; (4) your full name and preferred contact information (address, telephone number, e-mail address); (5) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and (6) your physical signature, or, if sent within an electronic communication (e.g., email) your typed name followed by //s//, which will serve as the electronic signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 5 and not more than 7 business days following receipt of the DMCA Counter-Notification.

However, we will not do this if the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Embodied Services and Embodied receives notice of the lawsuit.

Embodied may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.


11) PROCEDURE TO ALLEGE INFRINGEMENT OF OTHER INTELLECTUAL PROPERTY

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it on the Embodied Services, then you may send us a written notice to one of the addresses set forth above that includes all of the following: (a) subject line that says: “Intellectual Property Infringement Notice”; (b) a description of the intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing or is the subject of infringing activity is located (e.g., URL); (d) your full name and preferred contact information; (e) a good faith statement by you, made under penalty of perjury, that the use of the material allegedly is not authorized by the owner and that you are the owner’s representative or agent or the owner and authorized to communicate on behalf of the owner; and (f) your physical signature and an electronic signature, as described in section 10 above.

Embodied will act on such notices in our sole discretion. Any user of the Embodied Services that fails to respond satisfactorily to us with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

12) DISCLAIMERS AND LIMITATIONS ON LIABILITY

EMBODIED DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE EMBODIED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

WE DO NOT WARRANT THAT THE RESULTS OR PERFORMANCE THAT MAY BE OBTAINED FROM THE USE OF THE EMBODIED SERVICES WILL BE ACCURATE OR RELIABLE.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE PARTS OR PORTIONS OF THE EMBODIED SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE EMBODIED SERVICES IS AT YOUR SOLE RISK. THE EMBODIED SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IF YOU NEED HELP, PLEASE REFER TO THE SUPPORT OR CUSTOMER SERVICE SECTION OF THE EMBODIED SERVICES FOR ASSISTANCE IF ANY PART OF THE EMBODIED SERVICES IS NOT WORKING PROPERLY. EMBODIED WILL NOT BE LIABLE FOR ANY DAMAGE(S) WHICH COULD HAVE BEEN AVOIDED BY FOLLOWING EMBODIED’S ADVICE. EMBODIED WILL NOT BE LIABLE FOR YOU NOT FOLLOWING INSTALLATION INSTRUCTIONS OR HAVING THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

EMBODIED SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE FOR CAUSES BEYOND EMBODIED’S CONTROL OR OTHER DAMAGE WHICH DOES NOT RESULT FROM A BREACH OF EMBODIED’S OBLIGATIONS.

EMBODIED WILL NOT BE RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO ANY LOSS OF CONTENT OR DATA THAT IS DUE TO YOUR EQUIPMENT, DEVICES, OPERATING SYSETM OR NETWORK CONNECTION (INCLUDING INTERNET CONNECTION), ANY FAILURE TO COMPLY WITH COMPATIBILITY REQUIREMENTS OR ANY CONSEQUENCES RELATED THERETO.

EMBODIED WILL NOT BE LIABLE FOR BUSINESS LOSSES BECAUSE EMBODIED’S PRODUCTS ARE SUPPLIED FOR DOMESTIC AND PRIVATE USE. THEREFORE, EMBODIED WILL NOT BE LIABLE FOR PRODUCTS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE. THEREFORE, EMBODIED WILL NOT HAVE ANY LIABILITY FOR ANY BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, AND/OR LOSS OF BUSINESS.

IN NO CASE SHALL EMBODIED, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE EMBODIED SERVICES OR THE MOXIE ROBOT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE EMBODIED SERVICES OR ANY MOXIE ROBOT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE EMBODIED SERVICES, THE MOXIEROBOT OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE EMBODIED SERVICES OR THE MOXIE ROBOT, EVEN IF ADVISED OF THEIR POSSIBILITY. 

EMBODIED SHALL NOT BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT, SHALL EMBODIED’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT YOU PAID FOR THE EMBODIED SERVICES (OR PRODUCTS) ON WHICH THE CLAIM IS BASED. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY PRODUCT WARRANTY THAT IS PROVIDED BY THE COMPANY AS THE SELER OF A PHYSICAL PRODUCT.

  1. Confidential Information – “Confidential Information” means any information that is treated as confidential by a Party, including without limitation, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing.  Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.  The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, employees, consultants and legal advisors who have a "need to know", who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this section; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and any deliverables; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.  If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide prompt written notice of such requirement, if lawfully permitted, so that the Disclosing Party may seek a protective order or other remedy. If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.  


14A) NO SUBSCRIPTION REQUIRED (CURRENT POLICY) 

As of April 12, 2023, Embodied does not require new purchasers of MOXIE® (which includes the parents (or guardians) of users of newly purchased MOXIE®), to purchase a subscription.  Thus, a Moxie purchaser receives access to unlimited activities, unlimited stories, unlimited missions, software updates and unlimited content from Embodied., Inc. (“Embodied”).  

The unlimited activities, unlimited stories, unlimited missions, software updates and unlimited content is available for the parent or guardian of the user of Moxie, members of their household, and the parent or guardian’s immediate family members (e.g., spouse, partner, wife, husband and/or children).  This is non-transferrable, non-assignable and non-licensable.  

If Moxie is resold or transferred to another person or individual outside the initial purchaser’s family, the new owner of Moxie will need to purchase a monthly subscription from Embodied.  The new owner of Moxie should contact Moxie at support@embodied.com or by calling 855 945-3411.  

The unlimited activities, unlimited stories, unlimited missions, software updates and unlimited content are not available for commercial users and is intended for home use.  Any business that purchases Moxie is not able to receive these benefits.

14B) SUBSCRIPTIONS

Prior to April 12, 2023, when you purchase Moxie, you may utilize the eCommerce Site to purchase your subscription and setup your subscription account. The subscription purchase is charged or paid separately (unless you purchased Moxie with a one year subscription included). The subscription purchase is a twelve (12) month commitment. If you purchase the subscription when you purchase your Moxie, you will be charged on a monthly basis starting from the date of purchase. If you choose to finance your purchase, the full 12 months of subscription will be added to your total financed amount. This purchase will be referred to as the initial subscription. You will enter your billing information during a checkout process.

After the initial 12 month subscription has expired, you can purchase a renewal subscription. You will be contacted approximately one to two months before expiration of the initial subscription to purchase the renewal subscription. The initial subscription and the renewal subscription may be referred to as “subscriptions”, ”a subscription,” "the subscriptions,” “all subscriptions” or “both subscriptions”. 

The initial subscription and the renewal subscription include access to our learning platform which provides unlimited cloud computing resources, regular updates of new content and features, key insights and tips for interacting with Moxie in the Parent App, Moxie Mission Packs (monthly mailings of printed activities and fun items for kids) and full access to the GRL site (including a gated portion of the GRL Site). The items that constitute our full learning platform are subject to change. 

If you do not purchase the initial subscription, you will not be able to utilize the online Embodied Services, such as automatic speech recognition.

All renewal subscriptions recur on a monthly basis until they are canceled in accordance with these Terms of Use. Billing occurs at the beginning of the subscription cycle and provides access for one month thereafter. By purchasing a subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription. You may be given the opportunity to prepay for a period of one year or longer (“Prepaid Period”). At the conclusion of this “Prepaid Period,” unless you cancel prior to renewal, and to the extent permitted by applicable law, the subscription will automatically continue on a month-to-month basis at the then-existing non-promotional price.

Account Registration. You may purchase a subscription on the eCommerce Site. You may utilize the same information that you provided when purchasing Moxie. All payment information that you provide must be accurate, including your name, address, credit, debit or charge card numbers and expiration dates, and any other payment information by your card issuer for Embodied to receive payment from the card issuer. You solely are responsible for keeping such payment and billing information up-to-date and must provide changes promptly to your account payment details. Our use of this information is governed by our Privacy Policy.

YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OF YOUR CREDIT INFORMATION.

Cancellation of Subscription. If you terminate your subscription, you may use your subscription until the end of the then-current period in your subscription and your subscription will not be renewed after that period expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Suspension/Termination. Embodied may immediately terminate or suspend your account, and all or a portion of your subscription, without notice if: (a) your payment is overdue or delinquent (and we have tried to contact you or made reasonable efforts to notify you of the overdue payment before we terminate or suspend the account); (b) you violate the Terms of Use, (c) you violate any laws or tariffs, including, but not limited to, intellectual property laws; (d) you provide misleading, fraudulent, false or inaccurate information; or (e) you engage in any abusive, harassing, threatening, or intimidating behavior to any other Embodied users, Embodied employees or agents.

If Embodied terminates or suspends your subscription, your license to use any software or content provided in connection with the subscription is also terminated or suspended. If the subscription has been terminated, Embodied reserves the right to immediately, or at its discretion, delete all data, files and other information stored in your account without further notice. After your subscription has been terminated or suspended, if you wish to resume your subscription, you may be charged a restoration fee. This fee is in addition to any subscription fee.

Amount to be Charged. Individual with subscriptions agree to pay the monthly fee specified when you purchased your subscription (plus any applicable taxes and other charges). If the amount to be charged varies from the amount you pre-authorized (other than due to the imposition of, or change in, applicable sales tax), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction.

Any agreement you have with your payment provider governs your use of your specified payment method. Your failure to terminate and/or continued use of your subscription reaffirms that we are authorized to charge you for that subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you if for some reason the card issuer does not make any payment.

Billing Authorization. You may be asked to provide a payment method (such as a credit, charge or debit card number) that we accept in order to activate your subscription, along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to us. Your authorizations in this section also apply to our payment processors and any other companies who act as billing agents for us. You hereby authorize us to charge your specified payment method on a monthly basis, in advance, for your subscription(s) and/or to place a hold on your payment method with respect to any unpaid charges for your subscription(s). You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt, and you agree that these Terms of Use shall be accepted as authorization to the issuer of the payment method to pay any amounts described herein, without requiring a signed receipt from you.

Third-Party Payment Processors. You agree to pay us, through our payment processors, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.

Bill Inquiries and Refunds. If you believe you have been billed in error for a subscription, please notify us within 60 days of the billing date by contacting customer support at (855) 945-3411 or emailing support@embodied.com. After 60 days, Embodied will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.

15) UNSOLICITED COMMENTS

If you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise, without a request from us (collectively, 'unsolicited comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. Embodied is and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content from the Embodied Services, that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

You agree that your unsolicited comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your unsolicited comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any unsolicited comments. You are solely responsible for any unsolicited comments you make and their accuracy. We take no responsibility and assume no liability for any unsolicited comments posted by you or any third-party.

  1. WILD WORKOUT EXERCISE MODULE

Embodied has started to offer an exercise module (named “Wild Workout”) where Moxie users are encouraged to engage in low-impact activities while participating in imaginary adventures with Moxie.  

These activities include but are not limited to: marching or running in place, standing on one leg, pretending you are flying by moving your arms, pretending you are running through an environment, hopping, pretending you are swimming by moving your arms, pretending to gallop like a zebra, crawling around on the floor, pretending to ski down a mountain, waddling around like a penguin, shaking various body parts, and performing various stretches. 

These imaginary adventures are named African Savanna, Antarctic Expedition, City Safari, Forest Walk and Underwater Scuba Dive. 

If your child cannot participate in such exercises, please do not let them engage with the Wild Workout exercise module.  

If your child is participating in the Wild Workout exercise module, Embodied wants adults, parents or guardians to be in the room to monitor the exercise.  There should also be ample space where the child can perform the exercise activities listed above.  

If your child does not feel well during any part of the Wild Workout exercise module, they should immediately stop exercising and quit participating in the specific Wild Workout. Your child may skip any exercise within the module by saying, “Moxie, let’s skip this exercise.” Your child may skip the Wild Workout entirely by saying, “Moxie, let’s do something else. 

The Wild Workout exercise module encourages users to participate in certain low-impact physical activities. By using the Wild Workout exercise module or participating in such activities, you are agreeing that you have carefully read and agreed to these Terms of Use. You further acknowledge and agree that you understand the safety hazards, risks, dangers, and potential for injury associated with any physical or recreational activity while your child is using Moxie. 

You further acknowledge and agree that your child is in good health and physically fit to participate in the activities made available through the Wild Workout exercise module, that you have not been advised of any adverse health conditions by a physician, medical practitioner, or other health care provider, that you will not participate in any of the activities made available through the Wild Workout exercise module if there is not a safe environment, and that you will only use the Wild Workout exercise module in accordance with recommended uses and heed any warnings. 

By your child participating in exercises in the Wild Workout exercise module, you agree to assume the risks associated with such activities. To the extent permitted by applicable law, you forever release, waive and discharge Embodied, our subsidiaries, owners, agents, representatives, and employees from any and all liability for loss or damage, and for every claim or cause of action of any kind including, but not limited to, bodily injury, death, or property damage, arising out of your participation in the physical activities recommended by Embodied’s Wild Workout exercise module.

You should consult your child’s physician, medical practitioner, or other health care provider before engaging in any of the physical activities in the Wild Workout exercise module to assess your child’s ability to safely engage in such activities. Your child should not engage in any of the activities recommended by the Wild Workout exercise module if you have any medical conditions where exercise could induce adverse effects. You certify that your child will start slowly and take care not to exceed your capabilities when exercising with the Wild Workout exercise module. You should immediately stop any activity that causes you to become dizzy, dehydrated, or otherwise affects your child’s body’s ability to function normally.

To reiterate your agreement above, you agree that we shall not be responsible for any injuries you sustain while participating in any activities recommended by the Embodied Wild Workout exercise module.

The content on the Wild Workout exercise module is provided for educational and informational purposes only and is not intended as medical or nutritional advice.  Use of the programs, advice, and information contained in the Wild Workout Exercise Module is at the sole choice and risk of the user.

17) ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Embodied Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Embodied Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Embodied Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Embodied Services or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

18) INDEMNIFICATION

You, as a Resource Provider or Multi-User Parent, agree to indemnify, defend and hold harmless Embodied and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest and expenses (including reasonable attorneys’ fees), made by any third-party that directly or indirectly, arise from or related to any claim, suit, action, demand or proceeding made or brought against Embodied, or on account of the defense, settlement or investigation, thereof on account of a) your breach or anticipatory breach of these Terms of Use or the documents they incorporate by reference; b) your violation or anticipatory breach of any law or the rights of a third-party; c) information or material transmitted through your computing device, even if not submitted by you, that infringes or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; or d) any misrepresentation made by you (collectively “Claims”). You agree to cooperate as fully required by Embodied in the defense of any Claims. Embodied retains the right to unilaterally make decisions on settlements, compromise and payment of Claims and related losses. Embodied reserves the right to assume the exclusive defense and control of any Claims. You will not settle any Claims without the prior written consent of Embodied, an officer thereof, and authorized Embodied legal counsel.

19) SEVERABILITY

If any provision of these Terms of Service shall be held by a court of competent jurisdiction to be illegal, invalid, void, unlawful unenforceable, the Parties hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the Parties’ intentions and the remaining provisions shall be in full force and effect.

20) DISPUTE RESOLUTION

ANY DISPUTE THAT MAY OCCUR BETWEEN YOU AND EMBODIED, EXCEPT FOR A SMALL CLAIMS DISPUTE, MAY BE SUBJECT TO A CLASS ACTION WAIVER. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND EMBODIED IS SUBJECT TO THE PROCEDURE DESCRIBED BELOW WHICH INCLUDES BINDING ARBITRATION. PLEASE REIVEW THE AGREEMENT IN ITS ENTIRETY TO UNDERSTAND THE DISPUTE RESOLUTION AND ARBITRATION PROVISION BELOW. YOU ALSO CONSENT TO THE DISPUTE RESOLUTION PROCEDURE DESCRIBED BELOW FOR YOUR MINOR CHILD.

Procedure for Resolving Disputes

1) Try to Resolve Between Parties – If any claim or allegation or disagreement arises out of the Embodied Services, the Content, Your Unsolicited Ideas, these Terms of Service or any additional terms (collective referred to as “Dispute” or “Disputes”), or to any of Embodied Services, then you and Embodied agree to send or transmit a written notice to the other party providing a description of the Dispute along with any proposed suggestions of how to resolve the dispute. If Embodied is sending such notice, Embodied will send the notice to the latest contact information that they have. If you have not provided Embodied with contact information or the contact information is not correct, Embodied has no obligation under this section. Any notice you send should be addressed to Embodied, Inc., 385 E. Colorado Blvd., Suite 110, Pasadena, CA 91101, Attention: General Counsel. After such notice is received, Embodied and you agree to negotiate and engage in dialogue to resolve the Dispute for a period of 60 days. There is requirement that either you or Embodied to resolve this dispute on terms with respect to which you and Embodied, in each party’s sole and reasonable discretion, are not comfortable.

2) Arbitration – If the Parties cannot resolve a dispute as set forth above with the 90 days of receipt of said notice, then either Party can submit the Dispute to formal arbitration as described in detail below.

When the applicable 60-day period has lapsed and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then Consumer Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of less than $ 200,000, then the arbitration will be heard and determined by a single arbitrator who is a lawyer with at least 20 years practicing as a member of the bar in the substantive practice area that is related to the Dispute or a retired judge. The arbitrator will administer the proceedings in accordance with the Consumer Arbitration Rules of the AAA. The arbitration costs will be split evenly between the Parties. If the Dispute is greater than $ 200,000, or if Embodied elects in its sole discretion to bear the costs of arbitration in excess of those arbitrators before a single neutral arbitrator, then the arbitration shall be heard by a three member party, with one member selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Customer Arbitration Rules. The cost will be split evenly between the Parties. In either case, the arbitrator or arbitration panel, as the case will apply applicable law and the provisions of the Terms of Use and an additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue an award based on the determination. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Embodied agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.

The arbitrator(s) shall follow California law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator(s) shall have no authority to award such damages in such arbitration proceeding. In arbitration, as with a court, the arbitrator must honor the terms of this User Agreement (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. The arbitrator(s) will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County, California.

AAA procedures, rules and fee information are available at http://www.adr.gov.

LIMITED TIME TO FILE CLAIMS - TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR EMBODIED WANTS TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH ABOVE) WITHIN 1 YEAR AFTER THE DISPUTE ARISES, OR THE DISPUTE WILL BE FOREVER BARRED.

Injunctive Relief. The provisions above do not apply to any legal action taken by Embodied to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Embodied Services, any Content, or Unsolicited Ideas and Materials, Embodied’s Confidential Information, and/or Embodied’s intellectual property rights (including such Embodied may claim that may be in dispute) and/or Embodied’s operations.

Small Claims. Notwithstanding anything described above, either party may bring a qualifying claim or Dispute in small claims court.

No Class Action – Disputes will only be handled individually and will not be consolidate with any other proceedings and/or disputes that involve any claim or controversy of any other party. If however, a court of competent jurisdiction or any arbitrator holds this restriction to be unenforceable or unconscionable, then our provision requiring arbitration does not apply and the Dispute must be brought exclusively in the court pursuant to the provision below.

Federal and State Courts in Los Angeles. Except to the extent that arbitration is required as described above, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, you and Embodied consent to the exclusive personal jurisdiction and venue of such courts for such matters.

21) TERMINATION

The obligations and liabilities of the Parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use our Embodied Services or Embodied Products, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Embodied Services and/or Embodied Products (or any part thereof). Any termination will not affect your obligations to Embodied under these Terms of Use. Upon termination of any of the Embodied Services, all rights granted to you under these Terms of Use will cease immediately, and you agree that you will immediately discontinue use of the Embodied Services and/or Embodied’s Products.

Embodied reserves the right to investigate any breaches or suggested breaches of its Embodied Services, or information technology or other systems or networks; investigate information obtained by Embodied in reviewing law enforcement database or complying with criminal law; involve law enforcement authorities in any investigations of these matters. The provisions of the Terms of Use, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Embodied in this User Terms of Use , as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, no class action, and dispute resolution.


22) LEGAL

Intellectual Property Notices, Embodied Product End User License Agreement, Open Source Legal Notices, and/or other legal documents are provided at www.moxierobot.com/pages/legal


23) EXPORT LAWS

You agree to abide by the export laws applicable in the U.S. as well as any other applicable export laws and You further agree not to transfer any of the software or code in the Embodied Services to any foreign national or national destination, which is prohibited by such laws.

You hereby certify that You are not a person with whom Embodied is prohibited from transacting business under applicable laws. Furthermore, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and that (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.


24) ASSIGNMENT

The Terms of Use may not be assigned by you. Embodied may assign these Terms of Use or Agreement, including by operation of law or change of control. Any attempted assignment in violation of this Section shall be void. These Terms of Use shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. Other than permitted assignees hereof or hereunder, this Terms of Use does not create any right or benefit enforceable by any person not a party to it.


25) ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Use and any policies or operating rules posted by us on this site or in respect to the Embodied Services constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).

Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.


26) GOVERNING LAW


These Terms of Use and any separate agreements whereby we provide you Embodied Services and/or Embodied Products shall be governed by and construed in accordance with the laws of the State of California.


27) NO WAIVER

Except as expressly set forth in this Terms of Use, 1) no failure or delay by Embodied or You in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and 2) no waiver or modification of any term of this Terms of Use will be effective unless in writing and signed by the Party against whom the waiver or modification is sought to be enforced.


28) SURVIVAL

Any provision of this Terms of Use which may reasonably and customarily be interpreted or construed as surviving the termination of the Terms of Use, shall survive such termination of this Terms of Use for any reason.


29) FORCE MAJEURE

If either Party is delayed or prevented in the performance of any of its obligations under this Agreement by a Force Majeure event, that Party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that Party, using all reasonable endeavors, to perform that obligation. “Force Majeure” means an act of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, or any pandemic, including without limitation the pandemic known as Covid-19.

30) CONTACT INFORMATION

Questions about the Terms of Use should be sent to us at support@embodied.com.