Last Updated: October 10, 2026
1.1 Agreement. These Terms of Service, together with any Regional Addendum that applies under its stated scope (collectively, "Terms"), are a legally binding agreement between you ("you" or "your") and Moodio Inc., a Delaware corporation ("Moodio," "we," "us" or "our"), governing your use of the Moodio website, applications and related platform services (the "Service"). By accepting these Terms when registering for or otherwise using the Service, you agree to these Terms and the following policies, as made available to you and expressly applicable to your use: the Acceptable Use Policy, Billing & Credits Terms (which replace the Subscription & Credit Terms and Refund Policy), Community Guidelines and Copyright and DMCA Policy. These policies are incorporated by reference. Our Privacy Policy and Cookie Policy describe our personal information practices and the rights and choices available to you under applicable law; they do not independently grant content-use rights.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. SECTION 14 OF THESE TERMS APPLIES TO USERS WORLDWIDE AND CONTAINS BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION AND JURY TRIAL WAIVERS, SUBJECT TO MANDATORY LOCAL LAW, WITH EXCEPTIONS AND A 30-DAY OPT-OUT RIGHT.
1.2 Scope and Availability. These Terms apply where Moodio makes the Service available under them. The Service is currently offered primarily to U.S. users and may be available in other countries where Moodio permits. This does not mean that the Service or every feature is offered or available in every country. We may limit access or features by country or region. Country-specific availability, including in mainland China, remains subject to applicable local requirements and the Service's access restrictions. Enterprise services covered by a separate agreement are governed by that agreement as described in Section 1.5. A separately identified local service offered under a separate local agreement is governed by that agreement for that service.
1.3 Regional Addenda. Additional terms may apply to users in certain countries or regions and will form part of these Terms when made available to you in accordance with Section 1.6. Each Regional Addendum applies only within its stated scope. The U.S. Addendum is included with these Terms; other Regional Addenda may be introduced in the future. If an applicable Regional Addendum conflicts with these Terms, it controls for the matters it covers, subject to any signed agreement and applicable mandatory law. Section 14 provides the dispute-resolution procedures for users worldwide, subject to applicable mandatory law.
1.4 Eligibility. You must be at least 13 years old. If you are below the legal age of majority in your jurisdiction, you may use the Service only with your parent or legal guardian's permission; they must review these Terms with you and accept them on your behalf where required by applicable law. You must otherwise have legal capacity or legally effective authorization to enter into these Terms. If you use the Service for an organization, you represent that you may bind it, and "you" means that organization for such use. Each person accessing the Service must satisfy these requirements and any higher age requirement applicable to the feature or model they use.
1.5 Enterprise Precedence. If you and Moodio have a separate signed enterprise or other services agreement, that agreement, its applicable order forms and any data processing addendum control over these Terms, including Regional Addenda to the extent of a conflict for the services they cover. Their agreed order of precedence applies. These Terms do not reduce negotiated confidentiality, data-use, security, service-level or indemnification commitments, or override mandatory law.
1.6 Modifications. We may update these Terms from time to time. We will specify the effective date and provide notice of material changes by email to your account address and through an in-product notice requiring your affirmative acceptance before further use. We may suspend access unless and until you accept the materially updated Terms. For other changes, continued use after the notified effective date constitutes acceptance to the extent permitted by law. Updates only to numeric credit-consumption rates published under Section 4.1 implement the disclosed pricing mechanism and do not, by themselves, amend these Terms or require the email and in-product acceptance procedure in this Section. Changes to contractual rights or conditions, including expiration, forfeiture or content-use licenses, remain subject to this Section. Subscription price increases remain subject to the applicable billing notices and consent requirements. We will provide any additional notice and obtain any consent required by applicable law; changes do not retroactively alter accrued rights or completed charges. For existing users, a material change applies only after applicable notice periods and required acceptance or consent have been completed. Changes to dispute resolution remain subject to Section 14.10.
2.1 Moodio Agent and Creative Workflows. Moodio is a multimodal creative production platform that provides AI-assisted creative planning, generation, editing, asset and project management, collaboration and related workflows. Feature availability, supported formats and providers may vary by deployment, region and plan. A feature described here is not a promise that it is available to every account. We may add, modify, substitute, deprecate, retire or remove any model, model version or feature, provided that the Service continues to provide substantially similar overall functionality. A change or retirement of a particular model or feature does not, by itself, constitute discontinuation of a paid Service under Section 3.3 if substantially similar overall functionality remains available; this does not limit any refund or other remedy required by law or a signed agreement.
2.2 Search Library. The Service may include search and browsing features that provide access to reference materials and related metadata (the “Search Library”). Materials made available through the Search Library (“Library Content”) are provided for educational and reference purposes, inspiration and creative planning and are subject to Section 6. Access to Library Content does not, by itself, grant underlying intellectual property or other rights. Reference use in generation is permitted only as stated in Section 6.3.
2.3 Third-Party AI Services. Certain features of the Service may use third-party artificial intelligence models or services (“Third-Party AI Services”). Your Input may be processed by such providers as necessary to provide the relevant features and generate Output. When you use a feature or model powered by a third party, you must comply with that provider's applicable acceptable-use and prohibited-use policies, age and consent requirements and other usage restrictions, as updated from time to time, in addition to these Terms. Where those rules are more restrictive, the more restrictive rules govern use of that feature or model. The Privacy Policy describes, in general terms, how Third-Party AI Services may process content, including under their own terms.
2.4 Agent Actions and Connected Tools. The Agent acts on your instructions and may recommend references or prompts, consume credits and carry out creative or export workflows. Every generation requires your confirmation. You must review and approve the proposed generation and any other action requiring your authorization, including the use of credits under the applicable rates or billing method described in Section 4.1 and exports to editing software or connected third-party tools. For variable-charge models, your confirmation authorizes the charge calculated under that disclosed billing method; the actual charge is shown in your usage records. You are responsible for the instructions and actions you authorize and their downstream consequences, subject to applicable law. Third-party tools and services you connect are independently provided under their own terms and privacy practices. To the maximum extent permitted by law, Moodio provides no warranty concerning their security, availability, data handling, actions, suitability or safety. You are responsible for choosing and enabling them, reviewing their permissions and any purchases or commitments they make at your direction. These limits do not exclude Moodio's own obligations or nonwaivable rights.
2.5 Beta Features. Features identified as beta, preview or experimental are offered for evaluation and experimental purposes. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED. Do not rely on them for critical uses, and maintain independent copies of content you need. This provision does not override express commitments in a signed agreement or rights that cannot lawfully be excluded.
3.1 Account Creation and Workspaces. You must provide accurate, current and complete registration information and keep it updated. You may not transfer or share credentials or allow unauthorized access; use authorized member accounts and collaboration features instead. A Workspace owner is responsible for payment of fees for the Workspace and its members, unless a signed agreement or billing arrangement states otherwise. Organization and Workspace administrators may manage members, access and permissions and may access, monitor, manage, share, remove or reassign members' content, activity and settings within the Workspace. Members should not expect content or activity within a Workspace to be private from its administrators. Administrators must exercise these powers lawfully and consistently with applicable permissions and organizational obligations.
3.2 Account Security. You must safeguard your credentials and API keys and promptly notify support@moodio.art of unauthorized use. To the extent permitted by law, you are responsible for all activities that occur under your account or API keys, including activities by persons using your credentials. This does not excuse Moodio's own breach or legal duties or limit rights that cannot be waived.
3.3 Suspension and Termination. To the extent permitted by law, we may suspend or terminate access at any time for any or no reason, including breach, nonpayment, unlawful activity, security risk, repeated infringement or a legal requirement. We may explain the reason and allow you to remedy a remediable breach where appropriate, and will provide any notice or opportunity to remedy required by law. We may act immediately where necessary to prevent harm or comply with law. If we discontinue a paid Service or terminate your account without cause, we will refund prepaid subscription fees for the unused period and unused purchased prepaid credits, excluding promotional credits. If we terminate for your breach, fees are non-refundable and unused subscription, purchased and promotional credits may be forfeited, to the extent permitted by law and any applicable signed agreement. You may stop using the Service and request account deletion at any time; cancel any subscription under Section 4 to stop renewals. On termination, access ends. Content licenses survive as expressly provided in Sections 5.3 through 5.5, and personal information is handled under the Privacy Policy. Provisions intended by their nature to survive, including accrued payment obligations, applicable content restrictions, Sections 9 through 15 and dispute provisions, survive.
3.4 Storage and Inactive Accounts. You should maintain independent copies of content you need. If an account has had no login or generation activity for more than 30 consecutive days and has no active subscription, we may move its content to cold storage, where available, after notice through the Service or to the account email. Restoration may take additional time, and any applicable restoration charge will be disclosed before you agree to it. Storage limits and retention remain subject to the Privacy Policy, applicable law and any signed agreement.
4.1 Credit System. Certain features may require credits. The number of credits required may vary depending on the feature, model, resolution, duration, other usage parameters or upstream provider pricing. Applicable credit-consumption rates and billing methods are described on our pricing or credit information pages. We may update published numeric credit-consumption rates prospectively, including as upstream prices change. Such numeric rate updates do not, by themselves, amend these Terms or trigger the email and in-product acceptance procedure in Section 1.6, but remain subject to any notice, consent or other requirements of applicable law. Changes to contractual credit rights or conditions remain subject to Section 1.6. For models with variable charges, those pages describe the billing method, the principal factors affecting the charge and the possibility of variation. The billing method and variation information are available on those pages before use, and each generation's actual charge is available in your usage records. The charge is calculated using the rates and billing method disclosed when you authorize the generation. Purchased prepaid credits currently have no expiration. Any expiration for future credit purchases or renewal allocations must be disclosed before the purchase or renewal, and a newly introduced expiration does not apply to credits already acquired without one. Expiration, rollover and failed-generation treatment are further addressed in the Billing & Credits Terms. We will not retroactively change a completed charge or impose an undisclosed charge. Credits have no cash value and are non-transferable except as expressly permitted by Moodio or required by law.
4.2 Subscription Plans. The checkout page identifies your price, billing period, credit allocation and included features. Price changes apply to future purchases or renewals after any notice and consent required by law. We will not retroactively change the price of a completed purchase.
4.3 Auto-Renewal and Cancellation. Unless canceled before the end of the applicable billing period, your subscription will automatically renew for the applicable renewal period at the price then applicable to your plan, subject to any notice or consent required by applicable law. By affirmatively consenting to the auto-renewal terms at checkout, you authorize us to charge your payment method for each renewal. You may cancel through your online subscription or billing settings. Cancellation stops future renewal charges and takes effect at the end of your current paid period, unless otherwise disclosed or required by law. Except as required by applicable law or otherwise stated in these Terms or at the time of purchase, fees already paid are non-refundable.
4.4 Enterprise Plans. Custom pricing, credits, support, billing and refund terms may be agreed in a separate enterprise agreement, which controls as described in Section 1.5.
4.5 Taxes. Displayed prices exclude applicable taxes unless expressly stated otherwise or required by law. Where applicable taxes are not included in the displayed price, they will be calculated and clearly displayed at checkout before you confirm payment. You are responsible for applicable taxes associated with your purchase, other than taxes imposed on Moodio's net income.
5.1 Definitions. "Input" means materials you or your authorized users submit, upload, record, import or otherwise provide to the Service, including prompts, conversations, instructions, scripts, documents, URLs and imported content, images, video, audio, voice samples, character references and related data. "Output" or "AI-Generated Output" means content generated or transformed by the Service at your direction, including text, scripts, images, video, audio, 3D scenes and related metadata. "User Content" or "Your Content" means Input, Output and your project files, edits, comments, annotations and collaboration materials. These definitions do not transfer ownership of embedded third-party materials. Library Content and Moodio's software or tools do not become your property merely because they appear in a project or Output.
5.2 Ownership. As between you and Moodio, you retain your rights in Input and other materials you provide, and Moodio does not claim ownership of your Input or Output. Subject to your compliance with these Terms, applicable law, third-party rights and the provider restrictions under Section 2.3, Moodio does not restrict your commercial use of Output. This allocation does not create copyright where law provides none, grant exclusive rights in similar outputs generated for others, or clear third-party intellectual property, privacy or publicity rights. Moodio technology and pre-existing materials remain subject to their own rights. Commercial use remains subject to Sections 5.6, 6 and 7.
5.3 License to Moodio for the Service. You grant Moodio a non-exclusive, worldwide, fully paid, royalty-free, perpetual and irrevocable license, transferable only with a permitted assignment under Section 15.4 and sublicensable to service providers under appropriate restrictions, to host, store, use, reproduce, process, transmit, format, modify, adapt, perform and display User Content only for the purposes of: (a) operating and providing the Service and generating Output at your direction; (b) enabling collaboration, exports, sharing and public-content functionality you authorize; (c) maintaining, securing, troubleshooting and debugging the Service and addressing support requests; (d) investigating abuse, protecting rights and complying with law; and (e) improving Service operation, reliability and usability, subject to Section 5.4. These rights remain limited to those purposes and any restrictions in a signed enterprise or other agreement. Training, research and marketing uses are governed separately by Sections 5.4 and 5.5. This license survives account termination, but does not override applicable privacy law, mandatory deletion or other nonwaivable rights, or the retention limits described in the Privacy Policy.
5.4 Training, Improvement and Research. Except where a signed enterprise or other agreement restricts such use, Moodio may use non-enterprise User Content, whether public or private, to train, fine-tune, evaluate and improve AI or machine-learning models, algorithms and related technology, products and services, including labeling, classification and content moderation. For those purposes, you grant Moodio a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty-free license to use, reproduce, process, modify and adapt that User Content, transferable only under Section 15.4 and sublicensable to service providers under appropriate restrictions. Moodio may also conduct research, benchmarking and public evaluations and publish findings, reports and papers using non-enterprise User Content you choose to make public or information derived from non-enterprise User Content that has been anonymized or aggregated so that it does not identify, or reasonably permit identification of, an individual and does not disclose private User Content or confidential information. Solely for these research and publication purposes, the license also includes rights to distribute, perform and publicly display the permitted material and research results, subject to applicable law, third-party rights and signed confidentiality or data-use restrictions. Removing an account name or another direct identifier alone does not make content anonymous. These research and publication rights apply only after the applicable Terms become effective for you and any legally required separate consent has been obtained; previously collected private material may be used for a newly introduced research purpose only where separately authorized or otherwise lawfully permitted consistently with the commitments made when it was collected. Enterprise User Content is excluded from these training, research and publication uses unless the applicable signed agreement expressly permits them. No general contractual opt-out is offered unless separately agreed, but these licenses and all related processing remain subject to applicable privacy law, mandatory consent, deletion, objection and other nonwaivable rights. Enterprise commitments and other signed data-use restrictions control under Section 1.5. Third-Party AI Services may separately process relevant content under their own terms and data-use practices, as described generally in the Privacy Policy.
5.5 Private Content, Public Content, Collaboration and Promotion. Your default sharing settings are private unless you choose to share User Content, make it public or otherwise direct us to make it available to others, subject to Moodio's separate permission to display and promote eligible free-plan Output below. Content you share may be accessed, copied, downloaded or further shared by recipients where the relevant feature permits. Revoking access or a sharing link does not affect copies already obtained by others. If you choose to make User Content public, you grant other Service users a non-exclusive license to access it and use, fork, remix and otherwise exercise rights in it only as permitted by the Service's functionality and these Terms. You also grant Moodio a non-exclusive, worldwide, fully paid, royalty-free, perpetual and irrevocable license to use, reproduce, adapt, distribute, perform and display that public content in any media for promoting the Service, including after account termination, and to identify you by your public username in connection with that use, subject to applicable law and third-party rights. For promotion under this Section only, eligible free-plan Output means Output generated on a free plan, excluding Output generated under a paid plan or under a signed enterprise agreement. You grant Moodio the same limited promotional license to eligible free-plan Output, including Output you have not chosen to make public, transferable only under Section 15.4 and sublicensable to service providers under appropriate restrictions. This free-output permission covers only Output generated after these promotional terms become effective for you through the required acceptance process and any legally required separate consent has been obtained. Previously generated private Output is excluded unless you separately authorize its use. Plan status is determined when the Output is generated: a later downgrade does not expose paid-plan private Output, and a later upgrade does not automatically revoke a license validly granted for eligible free-plan Output. This permission does not extend to your private Input, source project files or other private materials, or authorize disclosure of your username or account information with previously private Output without separate authorization. Moodio's display of eligible free-plan Output does not make its source project public or grant other users rights to fork or remix it. Public-content permissions do not apply to Library Content, and limited review links or Workspace sharing do not by themselves make content public. Other private content, including paid-plan private Output, is not used for marketing without separate authorization. No general contractual marketing opt-out is offered for content covered by these promotional licenses, but all uses remain subject to applicable privacy law, required consent and withdrawal, deletion and other nonwaivable rights, third-party rights and controlling signed agreements.
5.6 Tiered Rights by Plan. (a) Free-plan Output may be used commercially, subject to these Terms, and carries a Moodio watermark. You may not remove that watermark unless the Service expressly permits it. Moodio may display and use eligible free-plan Output for showcasing and promoting the Service, including otherwise private Output, only within the definition, effective-date and other limits in Section 5.5. (b) Paid-plan Output may be used commercially, subject to applicable law, cleared Input rights and provider restrictions; Moodio branding watermarks do not apply, but required provenance or AI labels may remain. Paid-plan private Output is not used for marketing without separate authorization. (c) Enterprise rights are governed by the signed agreement. No plan grants commercial rights in Library Content, guarantees copyright protection or supplies a license to third-party rights. Moodio's service, training, research and promotional licenses in Sections 5.3 through 5.5 apply only within their stated purposes and limits.
5.7 Rights and Permissions. You represent and warrant that you have all rights, licenses, releases and permissions necessary to provide Input and to use and share User Content as intended. You will not upload, supply or use as a reference input any third-party content, including any frame, still, clip, character or other element from a film, television program, video game, advertisement or other production, unless you own it or have a valid license or other lawful right to use it for that purpose. To the extent User Content contains any person's name, image, likeness, voice or other identifiable attributes, including your own, you have obtained all rights, releases and consents required from that person for the intended use in connection with the Service, including generation of Output and any intended sharing or publication. You are responsible for ensuring that your Input and use of User Content comply with these requirements; we may request evidence of rights or consent.
5.8 Content Decisions. We may refuse, remove or restrict content when reasonably necessary to enforce these Terms, respond to rights complaints, protect security or comply with law. We may request evidence of rights or consent. Section 9 and any applicable Regional Addendum govern copyright complaints. You should maintain independent copies of content you need, subject to applicable restrictions.
5.9 Responsibility for Use. The Service is a general-purpose creative tool. The Agent acts on your instructions, and every generation requires your confirmation under Section 2.4. You are responsible for the Input you provide, for reviewing and approving proposed generations, and for determining the suitability of Output and conducting necessary rights clearances before using, distributing, publishing or commercializing it. Moodio does not authorize or encourage infringing use. AI-generated Output may be inaccurate, incomplete, potentially harmful or infringe third-party rights, and may resemble existing works or individuals. Moodio does not guarantee the accuracy, uniqueness, legality or non-infringement of Output, subject to applicable law.
6.1 Third-Party Content. The Search Library may make available visual and other reference materials and related metadata (“Library Content”) for educational and reference purposes, inspiration and creative planning. Except where expressly stated through the Service, access to or availability of Library Content does not grant you underlying copyright, publicity, trademark or other exploitation rights. Reference use in generation is permitted only under Section 6.3. You are responsible for obtaining any permissions required for your intended use of Library Content. Moodio does not warrant that Library Content is cleared for any particular use.
6.2 Limited Reference Access. Subject to these Terms, you may access and view Library Content through the Service for personal or business reference, inspiration and creative planning, including mood boards, lookbooks and proposals using the provided reference tools. You may share those reference materials with collaborators and clients through the Service's permitted sharing functionality solely for review, evaluation, reference or inspiration in creating your own original work. This permission grants no underlying copyright, publicity, trademark or other exploitation license. Library Content may not be publicly posted, separately distributed, included in final productions or otherwise commercially exploited. Reference use in planning a commercial project does not itself license the material for that project.
6.3 Restrictions and Rights Clearance. You may not download, extract, scrape, redistribute or publicly share Library Content except as expressly permitted through the Service, or use it in violation of applicable law or third-party rights. You may use Library Content as a reference input to generation features only to the extent permitted by the applicable model provider's terms and applicable law, and only through the functionality provided by the Service. You are responsible for ensuring that you have all rights required for that use. Moodio may restrict or block particular Library Content from being used as an input, including in response to rights-holder requests. Any reproduction, adaptation or exploitation beyond a lawful permitted reference use may require separate authorization from the relevant rights holder; access through the Service does not itself grant that authorization.
6.4 Rights Complaints and Removal. Rights holders may report concerns regarding Library Content under Section 9. We may remove or disable access to affected Library Content where appropriate, block its use in generation and modify or discontinue the availability of Library Content at any time.
7.1 How AI Generation Works. AI features process your Input and context to generate or transform content. Their behavior depends on the selected provider, model and settings. Output may contain errors, reflect bias, reproduce existing material or be unsuitable for your purpose. Processing requested Input, including any training or improvement use, is subject to Section 5.4 and the Privacy Policy.
7.2 Copyright Status. AI-generated material may lack copyright protection, and the availability and scope of protection depend on applicable law. Human-authored contributions may qualify for protection to the extent recognized by that law. Moodio does not guarantee the copyrightability, registrability, ownership scope or non-infringement of Output.
7.3 Content Labeling. Output may carry visible or invisible provenance markers, metadata or AI labels. Do not remove or circumvent labels required by law, applicable provider restrictions or the Service. Plan-based removal of Moodio branding does not authorize removal of required provenance information. Comply with applicable disclosure rules when publishing or distributing synthetic content.
7.4 No Guarantee of Uniqueness. Similar or identical Output may be generated for other users. Your rights do not extend to their independently generated content.
7.5 Human Likeness and Synthetic Voices. You must not use Output to deceptively impersonate another person or falsely suggest that a person spoke, acted, endorsed a product or otherwise participated in content when they did not. Where required by applicable law, or where necessary to avoid materially misleading others about the authenticity of the content, you must provide appropriate disclosure that the content is synthetic or materially altered.
7.6 Content Safeguards. Moodio and its service providers reserve the right, but do not undertake a general obligation, to review or monitor Input and Output using automated and manual tools. We may use filters, blocking and other safeguards to detect or prevent misuse and enforce these Terms. You may not circumvent applicable safety, identity, consent, age or access controls. We may restrict or disable content, features or access where reasonably necessary to protect the Service, users or third-party rights or to comply with applicable law. Nothing in this Section limits any monitoring, response or removal duty imposed by law.
7.7 Provider Restrictions. You must comply with the applicable provider rules under Section 2.3, as updated from time to time; where those rules are more restrictive, they govern use of the relevant feature or model. No provider indemnity or other protection is passed through to you unless expressly stated in a signed agreement.
You may not use the Service to:
Exploit or harm minors, including creating, seeking, possessing or distributing child sexual abuse material, sexualized depictions of minors, grooming content or other content that exploits or endangers minors.
Create non-consensual sexual or intimate content, including non-consensual intimate imagery, sexual deepfakes or other sexually explicit depictions of an identifiable person without required consent.
Deceptively impersonate, deceive or defraud others, including identity theft, scams, phishing, deceptive endorsements, fraudulent representations or misleading use of another person’s identity, image, likeness or voice.
Harass, threaten or harm others, or create content that promotes violence, self-harm, terrorism, violent extremism, hatred or unlawful discrimination.
Violate privacy or personal rights, including unauthorized surveillance, disclosure of private or confidential information, or use of another person’s image, likeness, voice or personal information without required rights or consent.
Infringe intellectual property or other rights, including copyright, trademark, publicity, trade secret or contractual rights.
Create or distribute unlawful or materially deceptive content, including content intended to unlawfully interfere with elections or other civic processes.
Compromise systems or security, including distributing malware, attempting unauthorized access, scraping or bulk extraction, or using unauthorized automation.
Circumvent the Service, including bypassing credits, payment systems, rate limits, safety measures, identity or consent checks, content filters, blocklists, likeness protections, output-similarity screens, technical restrictions or access controls, or re-uploading AI-generated Output to avoid generation credit costs.
Use multiple accounts to circumvent restrictions, bans or credit limits, or share account credentials or API keys outside authorized account functionality.
Use the Service, Output or data derived from the Service to train, fine-tune, distill or otherwise transfer knowledge to any machine-learning model, neural network or AI system, whether or not it competes with the Service, except as expressly authorized in writing by Moodio.
Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or architecture of the Service or any AI model used by it, except to the extent applicable law expressly permits such activity despite this restriction.
Use the Service for any other unlawful purpose or in violation of restrictions expressly applicable to a feature you use.
We may restrict or remove content, suspend or terminate access, or take other appropriate action where we reasonably believe these requirements have been violated. Suspected abuse or rights violations may be reported to support@moodio.art.
Non-Consensual Intimate Imagery Reports. An identifiable person depicted in non-consensual intimate imagery, including a digital forgery, or their authorized representative may request removal through our reporting process or at support@moodio.art. Include the requester's physical or electronic signature and contact information; sufficient information to locate the material; and a brief statement of a good-faith belief that it was published without the depicted person's consent, with any relevant supporting information. Upon a valid request, we will remove the material as soon as possible and within 48 hours, and make reasonable efforts to identify and remove known identical copies from the Service within that same 48-hour period. This process does not require a DMCA notice.
9.1 Reporting Copyright Concerns. Copyright owners and authorized representatives, wherever located, may report material on the Service to support@moodio.art or write to Moodio Inc. at the address in Section 16. Identify the work or right concerned, the allegedly infringing material and its location, your contact details and the basis of your concern.
9.2 Review and Action. We review complaints and may remove or disable access to material, seek further information and notify affected users, as appropriate and as required by applicable law. If we notify you of removal following a valid copyright notice, you must promptly stop using and distributing the affected infringing content, delete copies within your control except as reasonably needed to preserve evidence or exercise legal rights, and refrain from re-generating substantially the same infringing Output, unless the removal is reversed or you establish lawful authorization. You may contact us to challenge a removal or identify a mistake. U.S. DMCA notice and counter-notice procedures are set out in Part A of the U.S. Addendum.
9.3 Repeat Infringers. We maintain and reasonably implement a policy for terminating, in appropriate circumstances, users who are repeat infringers.
10.1 Moodio's IP. The Service's software, interfaces, designs, trademarks and other Moodio technology are owned by Moodio or its licensors. Except for rights expressly granted under these Terms, no rights are transferred. Subject to compliance with these Terms, you may access and use the Service for its permitted purposes. User Content, Library Content and other third-party materials retain the ownership treatment stated above.
10.2 Feedback. If you voluntarily provide suggestions about the Service, you grant Moodio a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate those suggestions without compensation. This feedback license does not cover User Content, confidential project materials or personal information merely included in a support request; any use of those materials remains governed by Sections 5.3 through 5.5, the Privacy Policy and any applicable signed agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, SEARCH LIBRARY AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. MOODIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT OUTPUT WILL BE ACCURATE, UNIQUE, COPYRIGHTABLE OR FIT FOR YOUR PURPOSE; THAT INPUT, OUTPUT OR YOUR USE OF LIBRARY CONTENT WILL NOT INFRINGE THIRD-PARTY RIGHTS; OR THAT LIBRARY CONTENT OR PARTICULAR PROVIDERS WILL REMAIN AVAILABLE. THESE DISCLAIMERS DO NOT OVERRIDE OUR EXPRESS COMMITMENTS IN THESE TERMS OR A SIGNED AGREEMENT, OR EXCLUDE WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOODIO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF MOODIO AND THE PARTIES IDENTIFIED IN SECTION 12.1 ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO MOODIO IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US$100. THE CAP IS AGGREGATE, NOT PER CLAIM. IT DOES NOT LIMIT YOUR ACCRUED PAYMENT OBLIGATIONS OR YOUR OBLIGATIONS UNDER SECTION 13, SUBJECT TO ITS LIMITS AND APPLICABLE LAW.
12.3 Exceptions and Basis of the Bargain. SECTIONS 11 AND 12 DO NOT EXCLUDE OR LIMIT LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR OTHER LIABILITY THAT CANNOT LAWFULLY BE LIMITED, INCLUDING NONWAIVABLE CONSUMER RIGHTS. APPLICABLE SIGNED ENTERPRISE TERMS CONTROL. THE PERMITTED LIMITATIONS APPLY IN CONTRACT, TORT OR OTHERWISE AND ARE PART OF THE BASIS ON WHICH THE SERVICE IS OFFERED.
12.4 Time Limit for Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED IN ARBITRATION OR, WHERE PERMITTED, IN COURT WITHIN ONE YEAR AFTER THE CLAIM ACCRUES, OR IT WILL BE BARRED. THIS LIMIT DOES NOT APPLY WHERE APPLICABLE LAW PROHIBITS IT OR REQUIRES A LONGER PERIOD, AND DOES NOT LIMIT NONWAIVABLE RIGHTS, STATUTORY TOLLING OR THE TOLLING PROVIDED IN SECTION 14.2(d).
13.1 Your Indemnification. To the extent permitted by law, you will defend, indemnify and hold harmless Moodio and its affiliates, officers, directors, employees and agents against third-party claims arising out of or relating to: (a) your User Content, including required rights, releases or consent; (b) your use, publication or distribution of Output; (c) your use of Library Content; or (d) your breach of these Terms or violation of law or third-party rights, and resulting damages, approved settlements and reasonable legal costs. This obligation does not apply to the extent a claim is caused by Moodio's own breach, negligence, misconduct, unconscionable commercial practice, fraud, deception, misrepresentation or concealment. Any negotiated enterprise indemnity or exclusion for unmodified Output applies only as expressly stated in the relevant signed agreement. This provision does not require a consumer to waive nonwaivable rights or pay merely because a claim was asserted.
13.2 Procedure. Moodio will promptly notify you of a covered claim; delay reduces your obligation only to the extent it materially prejudices your defense. You must use reasonably acceptable counsel and reasonably cooperate. Moodio may, at its own expense, assume exclusive control of the defense of a matter otherwise subject to indemnification by you with counsel of its choosing, and you will reasonably cooperate in asserting available defenses. Neither party may settle in a way that imposes an admission, nonmonetary obligation or unreleased liability on the other without its prior written consent, not unreasonably withheld. Moodio's assumption of the defense does not expand your indemnification obligation.
13.3 No General Moodio Indemnity. These Terms provide no general intellectual property or other indemnity from Moodio. Any indemnity expressly provided in a signed enterprise agreement remains effective. This clause does not exclude liability or remedies that cannot be excluded by law.
This Section 14 applies to individuals and organizations worldwide. The arbitration agreement and the waivers in this Section 14 do not apply to the extent prohibited by applicable mandatory law. Nothing in this Section 14 limits nonwaivable rights or remedies, including any right to bring or participate in proceedings before courts having jurisdiction under applicable law. A separate signed agreement controls as stated in Section 1.5.
14.1 Governing Law. Except as otherwise provided in an applicable Regional Addendum or signed agreement, these Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The U.S. Federal Arbitration Act governs the arbitration agreement in this Section 14 where applicable. If you are a consumer, this choice of law does not deprive you of any mandatory protections available under the laws that apply to you.
14.2 Informal Resolution and Binding Arbitration. Except as otherwise provided in an applicable Regional Addendum or signed agreement, before commencing formal proceedings, you and Moodio will try in good faith to resolve any dispute through the notice, 60-day informal resolution and settlement conference process below. Nothing in this Section limits the exceptions in Section 14.8 or prevents either party from seeking urgent relief or taking action necessary to preserve a legal right or filing deadline.
(a) Notice. Before starting arbitration, either party must send the other an individual written notice describing the dispute and the relief sought. Include the claimant's name, contact details and relevant account information, if available. Send notices to Moodio at support@moodio.art; Moodio will use your account email or other contact address you provided. The claimant or an authorized representative must sign the notice, including electronically; counsel may send it on the claimant's behalf.
(b) Informal resolution. The parties will try in good faith to resolve the dispute for 60 days after receipt of a notice reasonably identifying the claimant and dispute. Materially missing information may be requested and reasonably corrected; minor errors do not restart that period.
(c) Settlement conference. During that period, the parties will make reasonable efforts to attend an individual telephone or video settlement conference, unless they agree otherwise. You must participate personally; Moodio and organizational users must participate through a representative authorized to discuss resolution. Counsel may also attend. Reasonable accessibility accommodations will be available as required by law.
(d) Completion and deadlines. Substantial compliance with paragraphs (a) through (c) is required before arbitration, but the other party's noncooperation does not prevent a party from proceeding after 60 days. Curable defects do not permanently forfeit a claim. To the extent legally permitted, limitation periods are tolled from receipt of the notice until 30 days after the informal process ends. This process does not delay proceedings permitted by Section 14.8 or filings needed to preserve a deadline that cannot be tolled.
(e) Arbitration. Except under Section 14.8, a timely opt-out or applicable mandatory law, you and Moodio agree to resolve disputes arising out of these Terms or the Service by binding individual arbitration administered by the American Arbitration Association ("AAA"). The applicable AAA Consumer Arbitration Rules and Mediation Procedures or Commercial Arbitration Rules govern, including the Mass Arbitration Supplementary Rules where applicable. Rules, fee schedules and filing instructions are available at https://www.adr.org. The applicable rules determine which version governs and how to file and serve a demand. Nonwaivable remedies remain available.
(f) Hearings and authority. Arbitration will be in English, with remote or document proceedings where the rules allow and accessibility accommodations as required by law or the rules. An in-person consumer hearing will be in your county of residence (or equivalent local area outside the United States) unless you agree otherwise or the rules require a more accessible location. Business hearings will be in Wilmington, Delaware unless otherwise agreed or directed under the rules. The arbitrator may award individual relief available under applicable law and will give a reasoned decision. A court with jurisdiction may enforce the award. Courts decide the formation, existence and enforceability of this arbitration agreement and its waivers. Subject to that reservation, AAA and the appropriate arbitrator decide procedural matters, including compliance with this Section, under the applicable rules; the merits arbitrator decides arbitrable claims.
14.3 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, YOU AND MOODIO WAIVE A JURY TRIAL FOR DISPUTES SUBJECT TO THIS ARBITRATION AGREEMENT. This waiver does not extend to claims that law requires to remain in court or to a user who timely opts out.
14.4 Class Action and Class Arbitration Waiver. TO THE EXTENT PERMITTED BY LAW, YOU AND MOODIO WILL BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITIES, NOT AS A CLASS MEMBER OR REPRESENTATIVE IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. No arbitrator may conduct a class, collective or representative arbitration. Separate claims may be consolidated on their merits only with all affected parties' written agreement after the disputes arise. Coordinated administration under Section 14.5 does not change this rule. Section 14.8 preserves nonwaivable claims and remedies, including public injunctive relief where applicable.
14.5 Mass Arbitrations. Where AAA determines that its Mass Arbitration Supplementary Rules apply, those rules and the applicable fee schedule govern individual filings, procedural review, appointment of a Process Arbitrator and case coordination. Section 14.2's individual notice requirement still applies. Each claim's merits and relief remain individually determined unless the affected parties agree otherwise as permitted by Section 14.4.
14.6 Arbitration Opt-Out. You may opt out of the arbitration agreement and the jury and class waivers in Sections 14.2 through 14.5 by emailing support@moodio.art within 30 days after you first accept this arbitration agreement. Include your name, account email and clear intent to opt out. No special form or reason is required. Opting out will not affect your access, price or the other Terms. A prior valid opt-out remains effective.
14.7 Fees. Arbitration fees are allocated under the applicable AAA rules and fee schedule. Moodio will pay amounts required of the business under those rules and applicable law. Consumers retain applicable fee waivers and cost protections. Each party pays its own lawyers unless applicable law or a valid award provides otherwise. Section 13 does not shift consumer arbitration costs or override statutory fee rights.
14.8 Exceptions. Either party may bring its own eligible individual claim directly in small claims court without first completing informal resolution or filing with AAA. Once arbitration is filed, requests to proceed in small claims court are governed by the applicable AAA rules.
Either party may seek temporary court relief to preserve the status quo against threatened intellectual property infringement or misappropriation, without removing otherwise arbitrable claims from arbitration. Claims, cases and remedies that cannot lawfully be arbitrated or waived remain in court, including cases subject to a valid election under the U.S. Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act where applicable. Nonwaivable requests for public injunctive relief may proceed in court. Nothing prevents complaints to government agencies or their exercise of authority.
14.9 Court Proceedings and Severability. For disputes properly proceeding in court, the state or federal courts located in Delaware will have exclusive jurisdiction and venue, and you and Moodio consent to that jurisdiction and venue, except for small claims, mandatory local consumer venue rights, and proceedings or relief that applicable law requires to be brought elsewhere. If AAA declines or ceases administration, either party may proceed in court where its rules or applicable law permit. An unenforceable provision is severed to the extent lawful. If the class waiver is unenforceable for a particular claim or remedy, that claim or remedy proceeds in court, not class arbitration; other enforceable individual claims remain subject to arbitration where lawful.
14.10 Changes. We will notify you of material changes to this Section 14 and obtain any consent required by law. Changes will not apply to disputes already accrued or known to either party before the change. A user accepting a material change has a new 30-day opt-out period under Section 14.6. Prior valid opt-outs remain effective.
15.1 Entire Agreement and Priority. These Terms, including applicable Regional Addenda, and the policies expressly incorporated into them form the agreement for the Service. Mandatory law remains controlling. Signed enterprise documents take precedence as stated in Section 1.5; an applicable Regional Addendum then controls over conflicting provisions in the main body of these Terms for its subject matter; the main body of these Terms controls over conflicting incorporated policies. The Privacy Policy and Cookie Policy describe data practices and legal rights and do not independently grant content-use rights. Nothing in this order of priority overrides a legally required notice or separate consent.
15.2 Severability. If any provision of these Terms is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in effect, subject to Section 14.9 and any specific severability rules in an applicable Regional Addendum.
15.3 Waiver. A failure or delay to enforce a provision is not a waiver of the right to enforce it later.
15.4 Assignment. You may not transfer these Terms without our written consent, except as mandatory law permits. Moodio may assign them in a merger, reorganization or transfer of the relevant business, provided the successor assumes our obligations. Assignment does not expand rights to use User Content or reduce applicable privacy protections.
15.5 Force Majeure. Neither party is responsible for a failure caused by events beyond its reasonable control, including natural disasters, war, government action or widespread network outages, if it uses reasonable efforts to mitigate the effects. This does not excuse accrued payment obligations, required refunds, data protection duties or liability that law does not permit to be excused.
15.6 Notices. Notices to Moodio may be sent to support@moodio.art, except where a specific process is stated above. We may send notices to your account email or through the Service, subject to legally required delivery methods. Keep your contact information current.
15.7 No Third-Party Beneficiaries. These Terms do not create rights for third parties except the parties expressly protected by Sections 12 and 13, to the extent stated there. A provider's separate contract does not reduce Moodio's commitments under these Terms.
15.8 Export Controls and Sanctions. You must comply with applicable export-control and sanctions laws, including those of the United States where applicable. You may not access, use, export, re-export or transfer the Service, related software, technology or data to a prohibited destination, person or end use, or otherwise in violation of applicable law. You represent that you are not prohibited by applicable sanctions or export restrictions from using the Service, and will not enable prohibited use by others. We may restrict access where necessary to comply with these requirements.
15.9 Language. These Terms may be made available in translation. To the extent permitted by applicable law, the English version controls if a translation conflicts with it. This does not limit mandatory requirements concerning local-language disclosures or consumers' rights.
Moodio Inc.
8 The Green, Ste R, Dover, DE 19901
Account, legal, privacy and abuse inquiries: support@moodio.art
Copyright notices and counter-notices:
Copyright Agent, Moodio Inc.
8 The Green, Ste R, Dover, DE 19901
support@moodio.art
+1 (607) 379-9260
Website: https://moodio.art
This U.S. Addendum supplements the Moodio Terms of Service. Capitalized terms retain their meanings in the main body of the Terms. Part A addresses U.S. copyright procedures and is available to rights holders and affected uploaders wherever located. The priority rules in Sections 1.5 and 15.1 of the main body of the Terms apply.
The following process addresses notices and counter-notices under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. You do not need to be located in the United States to submit one. These procedures do not replace separate obligations under other applicable laws.
A.1 DMCA Copyright Contact. Copyright owners and authorized representatives may send infringement notices to: Copyright Agent, Moodio Inc., 8 The Green, Ste R, Dover, DE 19901; email: support@moodio.art; telephone: +1 (607) 379-9260.
A.2 Notice of Infringement. A notice should include: (a) your physical or electronic signature; (b) identification of the copyrighted work, or a representative list for multiple works at one site; (c) identification and reasonably sufficient location information, such as URLs, for the allegedly infringing material; (d) your address, telephone number and, if available, email; (e) a statement of good-faith belief that the use is not authorized by the owner, its agent or law; and (f) a statement that the notice is accurate and, under penalty of perjury, that you are authorized to act for the owner of the exclusive right allegedly infringed. We will respond expeditiously to qualifying notices and, where applicable, remove or disable access and notify the affected user. Knowingly making material misrepresentations in a notice or counter-notice may result in liability under law.
A.3 Counter-Notification. If your material was removed or disabled because of mistake or misidentification, you may submit a counter-notice containing: (a) your physical or electronic signature; (b) identification of the removed material and its former location; (c) a statement under penalty of perjury that you have a good-faith belief removal resulted from mistake or misidentification; and (d) your name, address and telephone number, a statement consenting to jurisdiction of the federal district court for your address (or, if outside the United States, any judicial district where Moodio may be found), and agreement to accept service of process from the original notifier or its agent. Where the statutory counter-notice process applies, we promptly forward a valid counter-notice to the notifier, inform them that restoration will occur in 10 business days, and restore access no earlier than 10 and no later than 14 business days after receipt unless our agent first receives notice of a filed court action seeking to restrain the allegedly infringing activity. Separate lawful grounds for restricting material may still apply.