Effective Date: April 14th, 2025.

Welcome to MoodPlans, a platform owned and operated by MoodPlans Inc. (“MoodPlans”, “we”, “our”, or “us”). These Terms and Conditions (“Terms”) govern your access to and use of the MoodPlans platform, including its website and mobile application (collectively, the “Platform”). By accessing or using the Platform, you agree to comply with and be bound by these Terms.

If you do not agree to these Terms, you may not use the Platform.

1. Definitions

1. Account: As described in Section 3.
2. Affiliate: An "Affiliate" of any entity means any person or entity that controls, is controlled by, or is under common control with such entity, whether as of the date of your agreement to these Terms or after. For purposes of this definition, "control" means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.
3. Guests: Guests use the Platform for any reason, including browsing Plans, purchasing access, and attending Plans.
4. Host: A Host is a Plan creator using the Platform to create, post, and manage private events, as well as to sell access to Guests.
5. MoodPlans Features: MoodPlans’ features and offerings that are available: A. Online through various MoodPlans properties including MoodPlans.com ("Site(s)"); B. Off-platform, including Plan recommendations and private Plan ticketing services; and C. Through mobile applications, webpages, application programming interfaces, and subdomains ("Applications").
6. Material: Material includes information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds, and other content and materials available through the Platform.
7. Plans: A Plan is a social gathering where the people attending are more important than the specific activity being carried out. Participation in a Plan is subject to a reserved right of admission, meaning that the Host may decide who can attend. Additionally, certain areas within the Plan may be restricted to a smaller group of attendees. If the Plan takes place in a private residence, the host has the right to refuse entry or attendance to any individual at their discretion.
8. Services: Services include the MoodPlans Features and all related tools that enable Hosts to create Plans, Guests to attend them, and all associated functionalities provided by the Platform.
9. Site Content: Site Content refers to Material contained in or delivered via the Platform or otherwise made available by MoodPlans in connection with the Services.
10. Your Content: Your Content is any Material that you contribute, provide, post, or make available using the Platform, or that you otherwise contribute, provide, post, or make available to us, or that you authorize us to use.
11. Your Trademarks: Your Trademarks are the trademarks, trade names, service marks, and logos that you contribute, provide, post, or make available using the Platform, or that you otherwise contribute, provide, post, or make available to us, or that you authorize us to use.
12. Users: Hosts, Guests, and third parties accessing or using the Platform are collectively referred to in these Terms as "Users," "you," or "your."
13. MoodPlans: When these Terms use "MoodPlans," "we," "us," or "our," that refers to MoodPlans Inc. and its Affiliates, and subsidiaries, and each of their respective officers, directors, agents, partners, and employees.

2. Eligibility

You must be at least 18 years old, or the age of majority in your state or country, to create an account and use the Platform. By using the Platform, you represent and warrant that you meet this requirement. Using our Services on behalf of an entity will bind that entity to these Terms.

There may be other terms that apply to you:

• By agreeing to these Terms, you acknowledge you have read and agree to the Privacy Policy applicable to all Users, which are incorporated by reference into, and are part of, these Terms.
• If you participate in referral programs offered by MoodPlans, specific referral terms will apply to you.
• Please be on the lookout for additional terms and conditions displayed with certain Services that you may use from time to time, as those will also apply to you.
• We may sometimes provide you with services that are not described in these Terms, and unless we have entered into a separate, signed agreement that expressly supersedes these Terms, these Terms will apply to those services as well.

3. Account Registration

To use certain features of the Platform, including creating or attending Plans, you must register and create an account as a Host or as a Guest.

Creating a MoodPlans Account

To use the Services as a User, you must create a MoodPlans account (“Account”). You must be at least eighteen (18) years old, or the age of majority in your applicable state, to register an Account. You represent and warrant that the information in your Account, as well as any other information you provide to us, is accurate, current, and complete. You agree to promptly update your information to ensure it remains accurate, current, and complete.

We reserve the right to suspend or terminate your Account or access to the Services if any information you provide proves to be untrue, inaccurate, outdated, or incomplete. It is a violation of these Terms to:

1. Submit inauthentic or falsified information for Account registration or maintenance.
2. Create or control more than one Account without express written authorization from MoodPlans, including but not limited to using a name that is not yours, a temporary or secondary email address, or any other false information.
3. Allow any other person to use your Account to participate in or access the Services.

Account Registration Process

The Account Registration process consists of three stages:

1. Basic Registration (Browsing Access): Users who wish to navigate the Platform without hosting or attending a Plan must provide a valid phone number.
2. Identity Verification for Plan Hosts and Guests: If a User intends to host or attend a Plan, they must provide a valid social media account. MoodPlans will use this information to verify the User’s identity as a Host or Guest.
3. Real-Time Photo Verification: To complete the registration process for hosting or attending a Plan, Users must take a live picture to confirm their identity. This real-time photo will serve as an additional photo to their profile picture. Providing a real-time picture is a mandatory requirement for Users who wish to participate in Plans as either Hosts or Guests.

Account Activities

When creating an Account, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer or mobile device. You agree to accept responsibility for all activities, charges (if applicable), and damages that occur under your Account. If you discover unauthorized use of your Account or experience any other security breach, you must notify us immediately.

You agree that you are responsible for anything that happens through your Account until you close it or demonstrate that your Account security was compromised due to no fault of your own. MoodPlans will not be liable for any loss or damage arising from your failure to comply with this section. You are solely responsible for all activities that occur under your Account.

4. Platform Features and Use

MoodPlans provides a platform where:

• Host can create, promote, host, post, and manage private events, as well as sell access through the Platform.
• Guest can browse and purchase access to private events based on their interests.

Hosts’ Responsibilities and Rights

1. A Host must obtain all applicable licenses, permits, and authorizations (“Authorizations”) required to host and promote their Plans before offering, selling, or distributing access through the Platform. The Host must provide evidence of such Authorizations upon MoodPlans’ reasonable request.
2. Hosts are responsible for ensuring their Plans comply with all applicable laws, rules, and regulations, including enforcing venue rules and verifying Guests’ identities if required.
3. Plan listings must be accurate, complete, and not misleading. Access sold through the Platform cannot require separate purchases or delivery through external channels.
4. The Hosts are solely responsible for their Plans, the access they distribute, and any associated terms and conditions. They are also responsible for any fees or taxes incurred in connection with their use of the Platform.
5. Hosts can control the audience that can view and access their Plans, allowing them to determine the level of privacy and exclusivity for each event. The visibility of a Plan is structured on a gradual basis, with the following options:
   • Private (Followers Only): The Plan is only visible to the Host’s direct followers.
   • Extended (Followers of Followers): The Plan is visible to the Host’s followers as well as the followers of those followers.
   • Public (All MoodPlans Users): The Plan is visible to any registered MoodPlans user.
6. Hosts have the exclusive right to refuse admittance to any individual, even if the individual falls within the selected audience level. This applies to both private and public Plans. Hosts may deny participation for any reason that aligns with their personal preferences, event requirements, or security concerns, provided such denial does not violate applicable laws or MoodPlans' policies.

Guests’ Responsibilities and Rights

Guests who purchase access through the Platform agree to the following:

1. MoodPlans does not create, sell, or control the Plans listed on the Platform and is not responsible for Plan content or access offered by Hosts.
2. Plans may be subject to specific terms and conditions provided by the Hosts, and Guests are responsible for reviewing and complying with these terms.
3. Guests are responsible for payment of all fees, including taxes and applicable processing fees. Guest must ensure their payment information is accurate and up to date.
4. Consent to Audience Visibility and Admittance Rights. By using the Platform to attend a Plan, Guests acknowledge and agree that Hosts have full discretion over the visibility and accessibility of their Plans. Guests understand that:
   • Hosts determine who can view and request access to their Plans based on the audience settings they select (e.g., followers only, followers of followers, or public).
   • Hosts have the right to refuse admittance to any individual at their discretion, regardless of whether the Guest meets the visibility criteria for the Plan.
   • MoodPlans is not responsible for or involved in a Host’s decision to allow or deny access to a Plan, and MoodPlans' facilitation of the Platform does not constitute a violation of any law regarding access rights.
   • If a Guest is denied entry after purchasing access, any potential refund shall be governed by the cancellation and refund policies applicable to the specific Plan.

Marketplace Acknowledgment

MoodPlans acts as a marketplace platform and is not responsible for the quality, safety, legality, or pricing of Plans or access listed on the Platform.

User Interactions

All interactions between Users, including access purchases, payments, and Plan attendance, are solely between the respective Users. MoodPlans is not responsible for disputes or issues arising from these interactions. Users are advised to exercise caution and good judgment in their dealings. MoodPlans will not mediate disputes unless otherwise explicitly stated.

In the event of a dispute between you and another User, you release MoodPlans from all claims, demands, and damages arising out of or related to such disputes.

5. License to MoodPlans Services

License to Use Services

MoodPlans grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform and Services solely for the following purposes:

1. Browsing the Platform, discovering Plans, and purchasing access or registrations for private Plans listed by Hosts.
2. Creating and managing Plans listings, Hosts profiles, and other related webpages to promote, market, manage, and collect proceeds for Plans.

Your use of the Platform must comply with these Terms and all applicable local, state, and national laws, regulations, and rules.

License Restrictions

You agree not to:

1. Copy, modify, reproduce, or create derivative works of any part of the Platform or Services.
2. Reverse engineer, decompile, disassemble, or attempt to extract the source code of any software related to the Services.
3. Rent, lease, resell, distribute, or exploit the Services for commercial purposes not expressly permitted by these Terms.
4. Remove or alter any proprietary notices or branding on the Platform.
5. Engage in activities that disrupt or interfere with the functionality or performance of the Platform.

Ownership and Trademarks

All content available on the Platform, including but not limited to text, graphics, images, logos, and software, is owned by MoodPlans or its licensors and is protected by intellectual property laws. The trademarks, service marks, and logos displayed on the Platform are the property of MoodPlans or third parties. You are not granted any rights to use these trademarks without prior written consent.

All rights not expressly granted in these Terms are reserved by MoodPlans.

6. User-Generated Content License

License Grant

By submitting, posting, or displaying any content (“Your Content”) on or through the Platform, you hereby grant MoodPlans a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, reproduce, adapt, modify, perform, display, distribute, translate, and create derivative works from Your Content in any media for the following purposes:

1. Operating, marketing, and promoting the Platform and the services offered, including showcasing events and enhancing user experiences.
2. Using Your Content in internal communications, reports, or case studies.
3. Displaying Your Content, including logos or other trademarks, in advertising or promotional materials, subject to your prior consent for specific promotional use.

Representations and Warranties

You represent and warrant that:

1. You own or have the necessary rights, licenses, and authority to grant the above license for Your Content.
2. Your Content does not infringe or violate the rights of any third party, including copyrights, trademarks, or privacy rights.
3. Your Content complies with all applicable laws and these Terms.

Content Rules

1. Your Content must be truthful, accurate, and compliant with our Community Guidelines.
2. MoodPlans reserves the right to remove or modify Your Content if it violates these Terms or applicable laws.
3. We may retain Your Content for legal compliance, claims resolution, or platform improvements.

Ownership

Except for the licenses granted herein, MoodPlans does not claim ownership of Your Content. You retain all ownership rights to Your Content and may use it in any manner outside the scope of these Terms.

7. Fees, Payments, and Refunds

Fees

• Hosts are responsible for any fees associated with posting and selling access on the Platform.
• Guests are responsible for the access purchase price and any applicable processing fees. Guests acknowledge that this is the sole payment and no additional charges will apply.

Payments

• All payments for Plan access are securely processed through Stripe, the payment platform used by MoodPlans.
• MoodPlans does not store or process payment information directly; all transactions are subject to Stripe’s terms and conditions.
• Stripe retains Guest payments and only reimburses them in cases where a fraudulent situation is determined to have occurred, requiring the Host to issue a refund.

Refunds and Guest Refund Eligibility

• Non-Attendance Policy: If a Guest does not attend a Plan for any reason, they are not eligible for a refund, unless the Plan was affected by a fraudulent situation as defined below.
• Non-Transferability: Access are personal and non-transferable; they cannot be resold or assigned to third parties.

Guest Refund Eligibility for Fraudulent Situations

A Guest may claim a refund only if the Host has engaged in fraudulent activity. Fraud is defined as any intentional act of deception by the Host that misleads the Guest for financial or personal gain, including but not limited to:

• Misrepresentation of a Plan: The Host provides false or misleading details about the nature, location, timing, or conditions of the Plan.
• Failure to Hold the Plan: The Host cancels or does not host the Plan without notice or a valid reason.
• Unauthorized Charges: The Host requests additional payments outside of the Platform that were not disclosed in the Plan listing.
• Fake Listings: The Host creates a fraudulent Plan with no intention of holding it, solely to collect payments from Guests.

If a Guest believes they have been a victim of fraud, they must submit a refund request to MoodPlans within 3 (three) days of the scheduled Plan date, providing supporting evidence (e.g., screenshots, payment confirmation, communications with the Host).

• Refunds will only be granted if MoodPlans and/or Stripe determine at their sole discretion that fraud has occurred.
• If fraud is confirmed, Stripe will process the refund using the Guest’s original payment method.
• MoodPlans is not responsible for issuing refunds but may take actions, including suspending or banning fraudulent Hosts from the Platform.

By purchasing a access on MoodPlans, Guests agree to these fees, payment, and refund policies and acknowledge that refunds are strictly limited to fraudulent cases as outlined above.

8. Community Guidelines

All users are required to adhere to the following community guidelines:

For Hosts:

• Plans must comply with all applicable laws and regulations.
• Plan details must be truthful and not misleading.
• No prohibited or harmful activities may be promoted or conducted.

For Guests:

• Respect the Hosts’ rules for attendance.
• Use access solely for personal and non-commercial purposes.
• Do not engage in disruptive or harmful behavior at events.

Failure to comply with these guidelines may result in account suspension or termination.

9. User Conduct

By using the Platform, you agree not to engage in any of the following prohibited conduct:

1. Use the Platform for illegal, fraudulent, or unauthorized purposes, including violating intellectual property, privacy, or other proprietary rights.
2. Use the Platform for competitive analysis, creating a competing product, or any purpose harmful to MoodPlans.
3. Submit false, misleading, or unauthorized information, including impersonating another person or entity.
4. Post or distribute content that:
   • Is false, inaccurate, misleading, or deceptive;
   • Contains threats of violence to others;
   • Promotes illegal activities;
   • Is harassing, hateful, defamatory, abusive, or constitutes spam;
   • Is pornographic, predatory, sexually graphic, racist, offensive, or harmful to minors;
   • Violates the rights of any third party or gives rise to civil or criminal liability.
5. Attempt to gain unauthorized access to the Platform, disrupt its functionality, or compromise its security features.
6. Engage in activities such as reverse engineering, decompiling, or creating derivative works of the Platform.
7. Collect or harvest data about other users without their consent.
8. Use automated tools, bots, or scripts to interact with the Platform in any unauthorized manner.
9. Overload the Platform’s infrastructure or interfere with its proper functioning.
10. Upload or share malicious software, spam, or any harmful content that disrupts the Platform.

MoodPlans reserves the right to investigate and take legal action against violations of these Terms.

10. Privacy

MoodPlans collects and processes personal data as described in our Privacy Policy. By using the Platform, you consent to such data collection and processing.

11. Third-Party Websites

MoodPlans may provide links to third-party websites for convenience, but it does not own, control, or endorse their content, policies, or services. Your access to third-party sites is at your own risk, and MoodPlans bears no liability for any issues arising from their use. Review their terms and privacy policies before engaging. MoodPlans may remove links at its discretion without notice.

12. Plan Recommendations

MoodPlans provides Plan recommendations based on user interests. These recommendations are automated and are not endorsements or guarantees of any Plan’s quality or suitability.

13. Term and Termination

Term

This Agreement begins when you access the Services by any means and continues until terminated by either you or MoodPlans. You may terminate this Agreement by canceling your Account through your account settings or by contacting us at contact@moodplans.com

Termination by MoodPlans

MoodPlans may suspend or terminate your Account without prior notice if you violate these Terms or for any other reason at its sole discretion. Upon termination, MoodPlans reserves the right to delete your account information and settings from its servers without liability or notice to you. Once deleted, this data cannot be recovered, and you will lose access to your Account and User Content.

Effect of Termination

Upon termination:

1. Your license to use the Platform and Services ends, and you must stop all use of the Platform immediately.
2. Certain provisions of this Agreement will survive termination, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution terms.
3. MoodPlans retains the right to keep backups, archives, or other copies of User Content in accordance with its data retention policies and for legal compliance.

Termination does not limit MoodPlans’ rights or remedies at law or equity.

14. Disclaimers and Limitation of Liability

1. MoodPlans is not responsible for the quality, safety, legality, or conduct of events or attendees.
2. The Platform is provided “as is” without warranties of any kind.
3. To the maximum extent permitted by law, MoodPlans’ liability is limited to the amount you have paid to use the Platform.

15. Dispute Resolution and Arbitration

Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, the use of the Platform, or interactions between Users (“Disputes”) shall be resolved exclusively through final and binding arbitration under the laws of the State of New York. Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a single arbitrator in New York, New York, unless both parties agree otherwise.

No Class Actions & Court Jurisdiction

• Disputes shall be arbitrated individually, with no class, collective, or representative actions permitted.
• If a dispute is deemed non-arbitrable, it shall be litigated exclusively in the state or federal courts in New York, New York, with both parties waiving objections to jurisdiction or venue.

Exceptions & Costs

• Either party may seek injunctive relief in court for urgent matters, such as unauthorized Platform use or intellectual property infringement.
• Arbitration costs will be shared equally, unless AAA rules or the arbitrator decide otherwise. Each party bears its own legal fees.
• The arbitrator’s decision is final and binding and may be enforced in any court of competent jurisdiction.

By using MoodPlans, you agree to this arbitration provision and waive the right to a jury trial or class action.

16. Amendments

MoodPlans reserves the right to modify these Terms at any time. Changes will be effective upon posting. Continued use of the Platform constitutes acceptance of the updated Terms.

17. Contact Us

If you have questions about these Terms, please contact us at:

MoodPlans Inc. contact@moodplans.com