> ## Documentation Index
> Fetch the complete documentation index at: https://docs.moonbase.ai/llms.txt
> Use this file to discover all available pages before exploring further.
# Terms of Service
**Last Updated: February 5, 2025**
These Terms of Service (“**Terms**”) are a legally binding contract between you (“**you**” or “**your**”) and **Moonbase Inc.** (“**Moonbase**,” “**we**,” “**us**,” or “**our**”). By accessing or using our unified customer platform (collectively, the “**Services**”), you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree, please do not access or use the Services.
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## **1. Overview and Definitions**
1. **Parties.** “You” means the individual or entity entering into these Terms. “Moonbase” is Moonbase Inc., including its Affiliates.
2. **Order Form.** Any ordering document (online or otherwise) indicating your subscription plan, fees, duration, and other details. The Order Form and these Terms form the entire agreement between you and Moonbase regarding the Services.
3. **Customer Data.** Any data, content, or information you (or your Users) upload or generate via the Services.
4. **Subscription Term.** The period specified in the Order Form (or online plan) during which you have the right to use the Services.
5. **Users.** Individuals you authorize to access or use the Services under your account (e.g., employees, contractors).
6. **Acceptable Use Policy (“AUP”).** Our policy regarding appropriate and prohibited uses of the Services. You can find it at [**https://moonbase.ai/aup**](https://moonbase.ai/aup).
7. **Privacy Policy and Data Processing Addendum (“DPA”).** Our policies regarding the collection, use, and processing of personal data, available at [**https://moonbase.ai/privacy**](https://moonbase.ai/privacy) (Privacy Policy) and by request (DPA).
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## **2. Eligibility and Account Responsibilities**
1. **Eligibility.** By using the Services, you represent and warrant that you are at least 18 (or the age of majority in your jurisdiction) and have the authority to enter into these Terms on behalf of yourself or an entity.
2. **Account Registration.** You must provide accurate information when creating an account and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for any activity that occurs under your account.
3. **Administrators.** If you designate an Admin user, that Admin may add or remove Users, manage billing, and make decisions on behalf of the account.
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## **3. License Grant and Acceptable Use**
1. **License.** Subject to your compliance with these Terms and any Order Form, Moonbase grants you a non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term for your internal business operations.
2. **Resell or Sublicense.** You agree not to resell, sublicense, or otherwise redistribute the Services without our prior written permission.
3. **Acceptable Use.** You agree to comply with our [**Acceptable Use Policy**](https://app.moonbase.ai/aup). Among other things, you must not:
* Use the Services to violate any law or regulation, including anti-spam and privacy laws.
* Infringe or misappropriate any third-party rights.
* Disrupt the integrity or performance of the Services.
4. **Compliance with Spam/Email Laws.** You (not Moonbase) are the sender under applicable email laws (e.g., CAN-SPAM, CASL, GDPR). You must obtain necessary consents before sending communications and must not engage in deceptive or unlawful practices.
5. **High-Risk Use.** The Services are not designed or intended for high-risk environments (e.g., life support or nuclear facilities). Moonbase disclaims all liability arising from any such unauthorized high-risk use.
6. **AI Features.** Certain features may use AI or machine learning. You acknowledge these features can be probabilistic and may produce inaccurate or incomplete results. You remain responsible for verifying any AI-generated outputs.
***
## **4. Fees, Payment, and Renewals**
1. **Fees and Payment.** You agree to pay the fees specified in the Order Form (or online checkout). Fees are generally billed in advance, are non-refundable, and exclude taxes.
2. **Billing Cycle and Auto-Renewal.** Subscriptions typically auto-renew for successive terms unless you cancel at least 30 days prior to the end of the current term. We may adjust fees upon renewal by providing notice before the renewal date.
3. **Late Payments.** Unpaid amounts may incur interest at 1.5% per month (or the maximum rate allowed by law). We may suspend or terminate your access if your payments are overdue.
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## **5. Data and Privacy**
1. **Customer Data.** You retain all rights to your Customer Data. You grant Moonbase a limited license to process your Customer Data solely to provide and improve the Services, in accordance with our [**Privacy Policy**](https://app.moonbase.ai/privacy) and DPA.
2. **Your Representations.** You represent that you have all necessary rights and consents to provide Customer Data to Moonbase, including any personal data. You will not upload or share data in violation of third-party rights or any law.
3. **Sub-Processors.** Moonbase may use third-party service providers (“Sub-Processors”) to host or process data in connection with the Services. A current list of Sub-Processors is available upon request. We ensure each Sub-Processor is bound by obligations of confidentiality and data protection no less restrictive than these Terms.
4. **Aggregated/Anonymized Data.** We may collect and use data about the use of our Services in aggregated or anonymized form, which does not identify you or any individual. We use such data to analyze and improve the Services.
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## **6. Confidentiality**
1. **Definition.** “Confidential Information” means nonpublic information disclosed by one party to the other, which is marked or identified as confidential—or which should reasonably be understood as confidential given its nature.
2. **Obligations.** Each party will protect the other’s Confidential Information with the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Confidential Information does not include information that is or becomes public without breach, was independently developed, or was rightfully obtained without confidentiality obligations.
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## **7. Intellectual Property**
1. **Moonbase IP.** We (and our licensors) own all right, title, and interest in and to the Services, including any related software, documentation, and trademarks. No implied rights are granted except as expressly stated in these Terms.
2. **Customer IP.** You retain ownership of your Customer Data. Moonbase does not claim any ownership over Customer Data.
3. **Feedback.** If you choose to provide feedback or suggestions, you grant Moonbase a perpetual, worldwide, irrevocable, royalty-free license to use and incorporate such feedback.
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## **8. Warranties and Disclaimers**
1. **Limited Warranty.** Moonbase warrants that it will provide the Services in a professional and workmanlike manner. If the Services fail to meet the specifications in our documentation in a material way, your sole remedy is for us to either remedy the deficiency or, if we cannot, terminate the relevant subscription and issue a pro rata refund.
2. **No Legal Advice.** Moonbase does not provide legal advice. You are responsible for understanding and complying with all applicable laws and regulations relating to your use of the Services.
3. **Disclaimer.** EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MOONBASE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
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## **9. Indemnification**
1. **Moonbase’s Indemnity.** We will defend and indemnify you from any third-party claim alleging the Services infringe a valid intellectual property right, provided you promptly notify us in writing, allow us control of the defense and settlement, and cooperate with our efforts. If we believe the Services may infringe, we may (a) modify them, (b) procure rights for your continued use, or (c) terminate the affected Services with a prorated refund.
2. **Your Indemnity.** You will defend and indemnify Moonbase from any third-party claim arising out of (a) your misuse of the Services, (b) your Customer Data (including claims that it infringes third-party rights), or (c) your violation of these Terms, the AUP, or applicable law.
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## **10. Limitation of Liability**
1. **Exclusion of Certain Damages.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, OR GOODWILL.
2. **Liability Cap.** EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID (OR PAYABLE) BY YOU TO MOONBASE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
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## **11. Term and Termination**
1. **Term.** These Terms are effective as long as you have an active Subscription Term or until otherwise terminated in accordance with this Section.
2. **Termination for Cause.** Either party may terminate upon written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days, or (b) becomes insolvent or enters bankruptcy.
3. **Suspension or Termination by Moonbase.** We may suspend or terminate your account (in whole or in part) if you violate the AUP or fail to pay fees. We will make reasonable efforts to provide notice unless immediate suspension is required for legal or security reasons.
4. **Effects of Termination.** Upon termination, your right to use the Services ceases. We will handle your Customer Data in accordance with our data-retention policies and applicable law. Sections relating to confidentiality, limitations of liability, and indemnification will survive termination.
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## **12. Modifications to These Terms**
Moonbase may update these Terms from time to time. Material changes will be communicated (e.g., via email or by posting a notice in the Services). Continued use of the Services after the effective date of any revised Terms constitutes your acceptance. If you object, your sole remedy is to stop using the Services.
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## **13. Governing Law and Dispute Resolution**
1. **Governing Law.** These Terms are governed by the laws of the **State of Delaware**, USA, without regard to conflict-of-laws principles.
2. **Venue.** Any disputes will be resolved in the state or federal courts located in **New Castle County, Delaware**, and both parties consent to personal jurisdiction in those courts.
3. **Waiver of Jury Trial.** EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR DISPUTES ARISING FROM THESE TERMS.
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## **14. Export Compliance**
1. **Export Laws.** You will comply with all applicable export control and trade sanction laws, including U.S. export regulations. You represent that you are not located in or acting on behalf of a prohibited country or restricted party.
2. **Prohibited End Users and Destinations.** You will not access or use the Services if you are (a) located in a U.S.-embargoed country or region, or (b) on any U.S. restricted party list.
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## **15. General Provisions**
1. **Entire Agreement.** These Terms (including any Order Form, AUP, Privacy Policy, and DPA) constitute the entire agreement and supersede all prior or contemporaneous understandings.
2. **Assignment.** Neither party may assign these Terms without the other’s prior written consent, except to an Affiliate or in connection with a merger or acquisition.
3. **No Waiver.** No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
4. **Severability.** If any part of these Terms is held invalid or unenforceable, the remaining parts remain in full effect.
5. **Independent Contractors.** The parties are independent contractors. Nothing in these Terms creates a partnership or joint venture.
6. **Notices.** Notices must be in writing and addressed to the parties’ designated email or mailing address. Notices are deemed given upon receipt.
7. **Publicity.** You grant us the right to use your name and logo for marketing and promotional purposes. You may opt out by notifying us at [**legal@moonbase.ai**](mailto:legal@moonbase.ai).
8. **Force Majeure.** Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, internet failures).
9. **DMCA / Copyright Complaints.** If you believe content on our platform infringes your copyright, please send a notice to [**legal@moonbase.ai**](mailto:legal@moonbase.ai) with all information required by the DMCA. We may remove or disable access to allegedly infringing content in accordance with applicable law.
10. **Safe Harbor.** Moonbase may be protected by laws such as Section 230 of the Communications Act and the DMCA’s safe harbor provisions for hosting user-generated content. Nothing in these Terms waives or limits those protections.
11. **Third-Party Beneficiaries.** These Terms are intended solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in these Terms, whether express or implied, shall confer any rights or remedies upon any person or entity that is not a party hereto or a permitted successor or assign.
12. **Explicit Survival Clause.** Notwithstanding any other provision of these Terms, the provisions relating to Confidentiality, Intellectual Property, Warranties and Disclaimers, Indemnification, Limitation of Liability, Termination, and any other provisions that by their nature should survive termination, shall survive the termination or expiration of these Terms.
13. **No Third-Party Agency.** Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or employment relationship between the parties. Neither party shall have any authority to bind or otherwise obligate the other in any respect.
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## **16. Contact Us**
If you have any questions or concerns about these Terms, please contact us:
**Moonbase Inc.**\
548 Market St\
PMB 58465\
San Francisco, California 94104 USA\
Email: [**legal@moonbase.ai**](mailto:legal@moonbase.ai)
By creating an account, clicking “I agree,” or otherwise using the Services, you confirm that you have read and agree to these Terms of Service.