Terms of Use and Sale

TERMS OF USE AND SALE

You agree to be bound by these Terms upon the earlier of your visiting this website, clicking any “Agree” or similar selector accompanying these Terms, or ordering or receiving any information, programs, products, or other offerings that we provide. All Momday programs and resources are intended for general, informational purposes only, not for medical or healthcare advice or treatment. THESE TERMS INCLUDE A WAIVER OF THE RIGHT TO A JURY TRIAL AND A MANDATORY ARBITRATION PROVISION.

These Terms of Use and Sale (“Terms”) constitute an agreement between you and MomDay, LLC, a Delaware limited liability company (“Momday,” “our,” “us,” or “we”). We proudly support women with their pregnancy and postpartum journey by providing relevant content and products through: (a) our websites, including the website that displays these Terms, (b) our mobile applications, including our iOS and Android applications (collectively, our “Apps”), (c) our social media channels, such as Facebook™, Instagram™, TikTok™, Pinterest™, and YouTube™, and (d) any ecommerce forums that we may use to sell our products, such as Amazon™. For ease of reading, we may collectively refer to our websites, Apps, social media channels, and ecommerce forums as our “Platform.” By registering to access our Platform, or ordering, paying for or receiving any content, product, or service that we offer, sell or distribute in any way, you accept and agree to be bound by these Terms, which form a binding agreement between you and Momday.

Age Eligibility Requirements. Every user of our Platform must be the age of majority in the user’s jurisdiction and no younger than eighteen (18) years of age. If any user is under the age of majority, the user’s parent or legal guardian must review and agree to these Terms before using our Platform.

Programs, Merchandise, Third Party Products, and Point-of-Sale Terms. Through our Platform, we may offer access to a variety of programs related to fitness, exercise, or nutrition, each of which may contain one or more videos, images, audio pieces, writings, or a combination of these items (collectively, our “Programs”). Furthermore, our Platform may enable you to purchase merchandise and other products that we make directly or through our affiliates (“Momday Merchandise”). In addition, our Platform may provide you with hyperlinks to websites or app screens of third parties, where you may buy their merchandise or products (“Third Party Products”). Our Platform may provide terms and information regarding the Programs and Momday Merchandise, including pricing terms, fees, access period limitations, restrictions of use, shipping, delivery or taxes terms, disclaimers, notices, and other legal provisions (collectively, the “Point-of-Sale Terms”). These Terms incorporate the Point-of-Sale Terms, which may change from time to time.

Programs. To access any Program, you must create a user account by registering with our Platform. You may then purchase the right to access the Program by paying the applicable fee specified by our Point-of-Sale Terms through the shopping cart, ecommerce webpage, order screen, or other purchase interface of our Platform (“Program Access Fee”). By paying the Program Access Fee for any Program, we will provide you with the right to stream or otherwise view the Program for a designated period of time. Unless the applicable Point-of-Sale Terms expressly provide otherwise, the designated period of time will be twelve (12) months.

Access Right. Subject to your full compliance with these Terms, you will have a revocable, non-assignable, non-sublicensable, personal, non-exclusive right to use the Platform to view and listen to the Programs for which you have paid the applicable Program Access Fee solely during the period of access specified in the applicable Point-of-Sale Terms and solely for your personal, non-commercial use. Such right will automatically terminate upon the expiration of such period of access or your breach of these Terms, whichever occurs first.

Restrictions on Use. You will not directly or indirectly (by causing or permitting others to): (a) modify, edit, create derivatives of, copy, broadcast, retransmit, or redistribute any Programs; (b) share your user account with others, or allow others to access any Program for which you have paid the applicable Program Access Fee, whether by sharing your user account credentials or other means; (c) publish or otherwise display any Program outside of our Platform; (d) license, sublicense, sell, rent, lease, sublease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use of, or otherwise commercially exploit the Platform or any Program; (e) copy, reproduce, modify, create derivative works of, or disassemble any Program; (f) remove or modify any trademarks, program markings or any legal or proprietary notices of Momday or our affiliates that are displayed on or by any part of our Platform or Programs; or (g) remove, disable, modify or alter the functionality of any internal deactivation clock or time-based deactivator within the Platform or any Program.

Standard of Conduct. You will not, directly or indirectly, perform (or allow anyone to perform) any act or omission relating to the Platform or these Terms that involves or causes any infringement or violation of another person’s rights, gross negligence, fraud, intentional wrongdoing, libel, slander, unethical conduct, misrepresentation, falsity, deception, harassment, racism, sexism, bigotry, violence, assault, battery, crime, violation of law, or other inappropriate conduct.

Momday Merchandise. The Momday Merchandise may include a variety of products, such as exercise equipment, apparel, and accessories. You must fully pay for Momday Merchandise at the time of purchase. We will ship Momday Merchandise that you purchase to the shipping address you provide, subject to any shipping limitations in the Point-of-Sale Terms. We may cancel any order placed by you at any time and for any lawful reason before we deliver the Momday Merchandise to you, provided that we will refund any amount that you have paid for the Momday Merchandise. We may provide you with a purchase receipt or purchase summary through a message within your Platform user account, by sending an email to the email address you provide, or by placing a sheet within the package of the Momday Merchandise.

Paid Promotion of Third Party Products. On our Platform, we may post or list Third Party Products that may be of interest to you. Our Platform may provide information (including testimonials, endorsements, and reviews) related to the Third Party Products. We may receive referral fees from manufacturers, distributors, or retailers associated with the Third Party Products. If we do have a referral fee arrangement related to any Third Party Product, we will disclose that fact at the webpage or screen that contains our testimonial, endorsement, or review regarding the Third Party Product.

Refund and Return Policy

Programs. ALL PROGRAM ACCESS FEES ARE NONREFUNDABLE WITHOUT EXCEPTION. All sales of access to Programs are final. For purposes of clarity, you will not have the right to any refund regarding any Program in the event that: (a) you mistakenly purchase access to the Program; (b) you have regrets about purchasing access to the Program; or (c) you are dissatisfied with the Program or discover errors or bugs in the Program or in the Platform.

Momday Merchandise. ALL MOMDAY MERCHANDISE IS NONRETURNABLE AND NONREFUNDABLE EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS SECTION. Except to the extent that the applicable Point-of-Sale Terms expressly provide otherwise, no Momday Merchandise will be returnable or refundable unless, within thirty (30) days after the date of purchase, we receive your written return request that includes the following: (a) your name; (b) the product name and serial number of the Momday Merchandise related to your request; (c) the date of purchase and the last four digits of any payment card used for the purchase; (d) the place of purchase; (e) the shipping address that you provided when ordering the Momday Merchandise; and (d) a description of the reason for the return request, which must include photos of any defects that you claim. You may provide your return request via email or via any contact page or messaging center within the Platform. If your request does not demonstrate any defects, we may decline your request in our sole discretion. If your request demonstrates any defects, you may return the defective Momday Merchandise, provided that: (i) you pay for the cost of properly packaging and shipping the Momday Merchandise to the destination that we specify; and (ii) you include a copy of your written return request in your package. Subject to Section 6.3, if we are able to confirm the presence of a manufacturing defect in any Momday Merchandise that you have returned to us in accordance with this Section, we will, at your option, ship a replacement Momday Merchandise to you at no charge, or pay you a full refund of the price you paid for the defective Momday Merchandise.

Additional Limitations. Except to the extent that the applicable Point-of-Sale Terms expressly provide otherwise, you will have no return right or refund right for any Momday Merchandise that: (a) is an edible item whose original package has been opened; (b) is an item of clothing, headwear, or footwear that has been washed, worn, used or had its tags removed; (c) has evidence of being misused or abused after our shipment to you; or (d) is defective only with minor imperfections or minor cosmetic damage that do not materially alter functionality.

Theft. Notwithstanding anything in these Terms to the contrary, you will have no right to receive a refund for your purchase of any Momday Merchandise arising from any theft of the Momday Merchandise that occurs after we have delivered the Momday Merchandise to the shipping addressed specified in your order.

Submitted Materials. Our Platform may enable you to share or provide materials that are published on our Platform or otherwise received by us, including writings, testimonials, suggestions, feedback, posts, pictures, images, music, audio, videos, works of authorship of any kind, content, information, and other materials (collectively, “Submitted Materials”). You will have sole responsibility for the use, accuracy, quality, integrity, legality, reliability, and appropriateness of all Submitted Materials. You hereby grant us a worldwide, perpetual, irrevocable, sublicensable, assignable, transferable, royalty-free, non-exclusive license, under any and all of your rights in and to the Submitted Materials (including copyrights and other intellectual property rights, rights of privacy and publicity, rights in image, name and likeness, rights of paternity and integrity, and other rights commonly referred to as “moral rights”) to use, copy, reproduce, repost, transmit, distribute, perform and display (publicly or otherwise), edit, alter, modify, translate, and create derivative works of all Submitted Materials for any purpose whatsoever, commercial or otherwise, without compensation to you and through all mediums and media now known or later created. You hereby waive any right to receive credit or attribution related to our use of any Submitted Materials.

Intended Use and Responsibilities

Intended Use of Momday Resources. You may receive access to our Platform, the contents therein, our Programs, and the information that we provide related to the Momday Merchandise and Third Party Products (collectively, our “Momday Resources”). THE MOMDAY RESOURCES ARE INTENDED FOR GENERAL, INFORMATIONAL PURPOSES ONLY, NOT FOR ANY MEDICAL OR HEALTHCARE ADVICE. Therefore, it is your sole responsibility to use your own discretion and judgment to select and use Momday Resources with the full knowledge and understanding that:

every pregnancy and birth is unique, and individual health conditions may require dietary, fitness, or health considerations that are specific to you;

the Momday Resources are not intended to provide or serve as a substitute for any professional medical advice, diagnosis, or treatment;

although some of the Momday Resources may be prepared or reviewed by individuals with healthcare experience, our provision of such Momday Resources does not create a medical professional-patient relationship between you and Momday; and

the Momday Resources do not constitute any opinion, medical advice, diagnosis, or treatment.

Your Responsibility for Your Healthcare. Before using or implementing any of the Momday Resources (or continuing to do so), you should, and it is your sole responsibility to:

consult your physician or qualified healthcare provider with full knowledge and understanding that the Momday Resources are based on general knowledge and are not tailored to the specific circumstances of any individual;

consult with your healthcare provider before making any changes to your lifestyle or diet (including taking any supplements);

consult your healthcare provider for personalized advice;

immediately obtain medical or healthcare advice from your healthcare provider without any disregard, avoidance, or delay on the account of anything you read or see in the Momday Resources;

seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding any medical condition;

immediately consult your physician or qualified healthcare provider for medical attention in connection with any pain, injury, or health concerns that you experience during or after using or relying upon any of the Momday Resources; and

manage your own healthcare.

Third Party Products. Our Momday Resources may provide information (including testimonials, endorsements, and reviews) related to Third Party Products. Such information is intended for use as preliminary source of information. Such information is not intended to be the sole basis for your decision to purchase or use the Third Party Products. Your decision to purchase or use any Third Party Product, including nutritional and health supplements, is entirely at your own discretion and judgment. It is therefore your responsibility to: (a) conduct your own research regarding Third Party Products beyond the information provided in our Momday Resources; and (b) appropriately consult with a qualified healthcare professional to make informed decisions, based on your individual needs and circumstances, regarding your use of any Third Party Products.

Limitation of Liability

Your Assumption of Risk. WE WILL NOT BE LIABLE IN ANY WAY WHATSOEVER FOR ANY OF THE FOLLOWING EVENTS: (A) ANY USE OF ANY MOMDAY RESOURCES OUTSIDE OF THE SCOPE OF THE INTENDED USE DESCRIBED IN SECTION 8; (B) ANY DECISION, ACT, OMISSION, ACTIVITY, OR MATTER FOR WHICH YOU ARE RESPONSIBLE AS DESCRIBED IN SECTION 8; (C) YOUR FAILURE TO FOLLOW OR OBSERVE THE SAFETY OR CAUTIONARY INFORMATION PROVIDED IN SECTION 8; OR (D) ANY ADVERSE EFFECTS, CONSEQUENCES, PAIN, INJURY, SUFFERING, HARM, OR DEATH CAUSED BY OR ARISING FROM YOUR USE OF ANY MOMDAY RESOURCES. YOU HEREBY ASSUME ALL RISK AND WAIVE AND FORFEIT ALL CLAIMS AND LEGAL ACTIONS AGAINST US OR OUR AFFILIATES (INCLUDING ALL DAMAGES AND REMEDIES RELATING TO SUCH CLAIMS AND ACTIONS) ARISING FROM OR RELATING TO SUCH EVENTS.

No Special Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF PROFITS OR REVENUE, PROPERTY DAMAGE, INJURY, HARM OR DEATH) INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR USE OF ANY MOMDAY RESOURCES, ANY MONDAY MERCHANDISE, ANY MOMDAY PRODUCTS OR SERVICES, OR ANY THIRD PARTY PRODUCTS.

Maximum Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATED TO ANY MOMDAY RESOURCES, ANY MOMDAY MERCHANDISE, ANY MOMDAY PRODUCTS OR SERVICES, OR ANY THIRD PARTY PRODUCTS, REGARDLESS OF THE FORM OF LEGAL ACTION THAT IMPOSES LIABILITY (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE) WILL BE LIMITED TO THE TOTAL PRICE THAT YOU PAID FOR THE PARTICULAR MOMDAY RESOURCE, MOMDAY MERCHANDISE, PRODUCT, SERVICE, OR THIRD PARTY PRODUCT THAT IS THE BASIS FOR SUCH DAMAGES OR LOSSES. IF YOU HAVE PAID NO SUCH PRICE, SUCH DAMAGES AND LOSSES WILL BE LIMITED TO TEN US DOLLARS ($10.00).

No Warranties

“As Is” and “As Available.” ALL MOMDAY RESOURCES, MOMDAY MERCHANDISE, AND MOMDAY PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND THE MOMDAY RESOURCES ARE ALSO PROVIDED ON AN “AS-AVAILABLE” BASIS.

No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, RELATED TO ANY MOMDAY RESOURCES, MOMDAY MERCHANDISE, MOMDAY PRODUCTS OR SERVICES, ANY THIRD PARTY PRODUCTS, OR ANY OTHER MATTERS RELATED TO YOUR RELATIONSHIP OR INTERACTION WITH US.

Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM THE FOLLOWING:

ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND PERFORMANCE;

ALL WARRANTIES AND GUARANTEES THAT ANY MOMDAY RESOURCES, MOMDAY MERCHANDISE, MOMDAY PRODUCTS OR SERVICES, OR THIRD PARTY PRODUCTS WILL BE DEFECT-FREE, ERROR-FREE, EFFECTIVE FOR YOU, SATISFACTORY TO YOU, OR USABLE TO PROVIDE THE OUTCOMES YOU DESIRE; AND

ALL WARRANTIES AND GUARANTEES THAT YOU WILL ACHIEVE RESULTS SIMILAR TO THE RESULTS DESCRIBED IN ANY TESTIMONIALS, ENDORSEMENTS OR REVIEWS PUBLISHED IN THE MOMDAY RESOURCES.

Indemnification. You agree to indemnify, defend, and hold harmless, us, our parents, subsidiaries, affiliates, licensors, licensees (other than you), suppliers, retailers, distributors, contractors, equity holders, officers, directors, employees, and agents (collectively, the “Momday Affiliates”), from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs (collectively, the “Claims”), relating to or arising out of: (a) any use of any Submitted Materials by us or any Momday Affiliate; (b) any decision, act, omission, action, or matter for which you are responsible as described in these Terms; (c) any risk that you have assumed as described in these Terms; (d) your violation or breach of these Terms; (e) your violation or infringement of any third party rights, including intellectual property rights, privacy rights, and rights of publicity; (f) your violation of applicable law; or (g) your negligence, recklessness, or intentional wrongdoing. Upon our request, you will promptly reimburse us for our damages, losses, costs, and expenses relating to or arising out of such Claims. You will cooperate as fully as requested in our defense of any such Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claim subject to indemnification by you, and you will not, in any event, settle any such Claim without our prior written consent.

Miscellaneous

Assignment. You will not assign these Terms, in whole or in part, to any third party without our prior written consent. Without limiting our assignment rights, we may assign these Terms, in whole or in part, to any of our affiliates or to any third party in connection with any asset sale, merger, corporate reorganization, contractual assignment or other transaction. Any purported assignment in violation of this Section will be null and void. These Terms will be binding on the Parties (defined in Section 12.4) and their respective successors and permitted assigns.

Waiver. Our delay or failure to exercise or enforce any rights or provisions in these Terms will not prejudice or operate to waive any such right or provision.

Severability. If any part or provision of these Terms is found to be unenforceable under applicable law, such part or provision will be modified to make these Terms, as modified, legal, and enforceable. The balance of these Terms will not be affected.

Notice. All notices under these Terms will be in writing and may be given by personal delivery, nationally recognized courier service, mail, email, or any other commercially reasonable method. You may send your notices to Momday via our contact page at our website, or as otherwise specified in writing by us. We may send our notices to you to your email address, street address, or mobile phone number provided in your user account within the Platform, via any messaging module connected to your user account, or to the most recent shipping address that you have provided to us. You will keep your email address up to date in your user account. Either Momday or you (each, a “Party,” and collectively, the “Parties”) may change its notice address by sending a written notice to the other Party using one of the foregoing notice methods. Notices will be deemed to have been received upon the earlier of the following: (a) actual receipt; (b) delivery, if delivered personally or by a nationally or internationally recognized courier service; (c) one (1) business day after being deposited with a nationally or internationally recognized courier service for delivery within twenty-four (24) hours; (d) three (3) business days after being deposited in U.S. mail, by registered or certified mail, return receipt requested and postage prepaid; or (e) one (1) business day after the date of any manual, non-automated email reply by the recipient of an emailed notice. Any notice relating to any dispute, controversy, claim, or breach of these Terms will be delivered at least via the method described in the foregoing subsection (b), (c), or (d).

Dispute Resolution

Definitions. For the purposes of this Section 12.5: (a) the term “Dispute” will mean any dispute, controversy, claim, or cause of action arising out of or relating to: (i) these Terms, any Point-of-Sales Terms, or the interpretation, enforceability, breach, termination, applicability, or validity of these Terms or any Point-of-Sale Terms; (ii) any Momday Resources, Momday Merchandise, Momday products or services, or Third Party Products; or (iii) any other dispute arising out of or relating to the relationship between you and us; (b) the term “Our Group” will mean us and our parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, suppliers, beneficiaries, assignees, and successors in interest; and (c) the term “Your Group” will mean you and those in privity with you, such as your beneficiaries.

Mediation. If either Party seeks to initiate any legal action against the other Party arising from any Dispute, the Party seeking such legal action will provide the other Party with written notice of such Dispute, specifying and describing the Dispute in detail. If the Parties fail to resolve such Dispute in writing within thirty (30) days of negotiations after the date of such notice, either Party may initiate an arbitration proceeding in accordance with Section 12.5.3.

Arbitration. If, after the mediation under Section 12.5.2, either Party decides to take any legal action with respect to the Dispute that is the subject of the mediation, the terms of this Section 12.5.3 will apply.

No Lawsuit. No member of Our Group or Your Group will submit the Dispute to any court of law. Our Group and Your Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to the Dispute. You understand that, in the absence of this Section 12.5.3, you would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of your jurisdiction, to litigate claims on a class-wide or class-action basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THOSE RIGHTS AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH THE DISPUTE. EACH SUCH MEMBER WILL RESOLVE SUCH DISPUTE SOLELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 12.5.3. NO PART OF THE ARBITRATION WILL BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR CONDUCTED ON A CLASS-WIDE OR CLASS ACTION BASIS. YOU AGREE AND ACKNOWLEDGE THAT SUCH WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY YOU AND US AS CONSIDERATION FOR ENTERING INTO THESE TERMS. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

American Arbitration Association. The Party who initiates the arbitration proceeding will submit the Dispute to the American Arbitration Association (“AAA”) for binding resolution in accordance with the AAA’s Consumer Arbitration Rules, subject to these Terms. The Dispute will be resolved exclusively and finally by the AAA. The Parties will agree upon another arbitration forum if AAA ceases all of its operations.

Election of Arbitrator. The arbitration will be conducted by and before three (3) arbitrators. The Parties will confer to mutually select the arbitrators. If the Parties are unable to agree upon the arbitrators within thirty (30) days after the Dispute is submitted to the AAA, the AAA will independently assign the three (3) arbitrators. Any decision or award rendered in such arbitration proceeding will be final and binding on Our Group and Your Group, and judgment may be entered thereon only in the State or Federal courts in New York County of New York.

Substantive Law; Limitations on Award; Place; Language. In the arbitration, the arbitrators will apply the laws of the State of New York, excluding its conflict of law principles. The arbitrators will not have the right to award treble damages, punitive damages, or attorneys’ fees to the prevailing Party, provided that if Momday prevails and the arbitrators determine that your claim was frivolous, the arbitrators will award attorneys’ fees and costs to Momday at our request. The location of the arbitration will be in New York County of New York or any other location that the Parties agree upon. The arbitration will be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the applicable Dispute.

AAA Contact Information. Information may be obtained from the AAA online at www.adr.org or by calling the phone number or writing to the address specified at such website.

Injunctive Relief. Notwithstanding Section 12.5 or anything else in these Terms to the contrary, in the event that you infringe upon or violate the intellectual property rights, privacy rights, rights of publicity, or similar rights of us or any third party in connection with the purpose or subject matter of these Terms, we will be entitled, in addition to any other remedies available, to seek a temporary restraining order and other injunctive relief in a court of law without any requirement to prove actual damages or to post a bond, and we will be entitled to any other appropriate equitable relief that the court deems proper.

Judicial Modification. If any court deems any provision of these Terms unenforceable because of its scope with respect to disclaimer, limitation, waiver, area, time, business activities, ownership or other matters, such court will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases. In its reduced form, such provision will then be enforceable and will be enforced under applicable law.

Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws principles.

English Language. This Agreement will be interpreted and construed exclusively in the English language. All notices and correspondence related to this Agreement will be written exclusively in the English language.

Construction; Interpretation. You and Momday acknowledge and agree that: (a) any reference to applicable law will be deemed to refer to all national, federal, state, local, municipal and foreign statutes and laws, including all rules and regulations promulgated thereunder; (b) all terms defined in the singular form will have the same meaning in the plural form, and all terms defined in the plural form will have the same meaning in the singular form; (c) the word “will” has the same legal effect and force as the world “shall;” and (d) the word “including” means “including without limitation,” the word “includes” and the phrase “such as” each means “includes, without limitation,” and the word “or” will not be exclusive.

Entire Agreement. These Terms, including the Point-of-Sale Terms, forms the complete agreement between the Parties, and these Terms supersede all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter of these Terms.

Controlling Terms; Conflicts. These Terms supersede the terms of any purchase order or other document not provided by us, and no terms included in any such order or document will apply to any Momday Resources or Momday Merchandise. If any of these Terms conflict with any Point-of-Sale Terms, these Terms will control and prevail.

Updates. We reserve the right to change these Terms from time to time without notice. It is your responsibility to review these Terms periodically to familiarize yourself with any changes. Your continued use of Momday Resources after such changes will constitute your agreement to the changed Terms.

End of Terms of Use and Sale