Our Intelligence Services Agreement

First published on 2026-08-18

Plain-language summary

You get your own working instance of a Company or Personal Brain, and you own what goes into it and comes out of it for your business. We keep ownership of the underlying architecture and methodology – which we also make available to our other customers – and you license the right to use your instance for as long as your subscription is active.

1. Scope and relationship to other terms

This Intelligence Services Agreement (the “IS Agreement”) applies whenever Moonshot OS – a division of Moonshot Business Systems, Inc. (“Moonshot”, “we”, “us”) – agrees to build, deploy, host, operate, or maintain an instance of its intelligence architecture for a customer (“you”, the “Customer”). The IS Agreement incorporates our Terms of Service and any applicable Service Level Agreement. Where a specific proposal, order, or invoice is accepted, that document, this IS Agreement, and the Terms of Service together form the agreement. If there is a direct conflict, the order of precedence is: (1) a signed statement of work or amendment, (2) this IS Agreement, (3) the Terms of Service .

2. Definitions

a. “Intelligence Architecture” means Moonshot’s proprietary system for capturing, structuring, compiling, and deploying expertise, including its frameworks, methods, data structures, prompt libraries, templates, orchestration logic, the “Twin” model, and any methodology hub (for example, code repositories) used to configure or update it.

b. “Brain” means the overall configured intelligence layer deployed for the Customer, composed of one or more Twins.

c. “Twin” means a domain-specific component of the Brain that holds and applies structured expertise for a defined function.

d. “Instance” means the specific, Customer-configured deployment of the Intelligence Architecture provisioned for the Customer.

e. “Methodology” means the evolving know-how, frameworks, and improvements Moonshot develops and applies across the Intelligence Architecture over time.

f. “Customer Data” means the content, records, documents, and information the Customer or its users supply to, or generate within, the Instance.

g. “Outputs” means the specific results, drafts, analyses, and materials the Instance produces for the Customer from Customer Data.

h. “Third-Party Platforms” means external tools and models used to operate the Instance (for example, workspace, storage, and AI-model providers).

3. Ownership

a. Moonshot retains ownership. Moonshot makes its Intelligence Architecture available to multiple customers and owns and retains all right, title, and interest in the Intelligence Architecture, the Brain and Twin models, the Methodology, and all underlying frameworks, methods, structures, software, and orchestration logic. Nothing in this IS Agreement transfers or assigns that ownership.

b. Customer owns its data and outputs. As between the parties, the Customer owns its Customer Data and, subject to full payment, the business-specific Outputs generated for it, consistent with the content-ownership provisions of the Terms of Service. Those Outputs include Customer-specific prompts, skills, agents, and templates developed for the Customer’s context.

c. No transfer of the architecture. The provision of an Instance is a licence of access and use, not a sale, assignment, or transfer of the Intelligence Architecture or Methodology. The Customer acquires no ownership of, or residual rights in, the underlying architecture, and the Customer’s use does not restrict Moonshot’s continuing use of the Intelligence Architecture with its other customers.

d. Feedback. If the Customer offers suggestions or feedback, Moonshot may use it to improve the Intelligence Architecture without restriction or obligation.

4. Licence grant

Subject to the Customer’s compliance with this IS Agreement and payment of all applicable fees, Moonshot grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the subscription term, to access and use its Instance of the Intelligence Architecture for the Customer’s own internal business purposes. The Customer shall not, and shall not permit any third party to:

• rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer the Instance, the Brain, the Twins, or any part of the Intelligence Architecture to any third party;
• copy, reverse-engineer, decompile, or attempt to derive or reconstruct the underlying architecture, methodology, prompts, or structures, except to the extent this restriction is prohibited by law;
• use the Instance to build, train, or configure a competing product or service; or
• remove, obscure, or alter any proprietary notices.

5. The Instance and configuration

Moonshot will provision and configure an Instance for the Customer and may host or operate it directly or via Third-Party Platforms. The Customer is responsible for maintaining its own accounts, licences, and subscriptions to any Third-Party Platforms required to run the Instance, unless the applicable order states otherwise. The Customer’s use of the Instance is also subject to the terms of the relevant Third-Party Platforms. Moonshot does not control, and is not responsible for, the availability, performance, security, or terms of Third-Party Platforms.

6. Evolving methodology

The Intelligence Architecture is a living system. Moonshot continuously develops and refines the Methodology and may update, improve, replace, or modify the frameworks, structures, prompts, and logic that power the Instance. During an active subscription, the Customer’s Instance may receive the benefit of applicable improvements to the Methodology. The Customer acknowledges that: (a) the value it receives is ongoing access to an evolving Methodology, not a fixed or frozen deliverable; (b) Moonshot may modify the Intelligence Architecture and Methodology at any time, provided it does not materially reduce the core functionality the Customer is paying for during the then-current term; and (c) improvements to the Methodology remain the sole property of Moonshot under Section 3.

7. Customer Data and training

a. Customer responsibility. The Customer is responsible for the accuracy, legality, and rights to use the Customer Data it supplies, and for having all necessary consents to input any personal or confidential information.

b. Use of Customer Data. Moonshot will use Customer Data only to provide, operate, and support the Instance, and as otherwise permitted in this IS Agreement.

c. No cross-customer training on identifiable data. Moonshot will not use a Customer’s identifiable Customer Data to train or configure Instances made available to other customers. Moonshot may use aggregated, de-identified learnings and general methodology improvements across its practice.

d. Customer’s own data. On termination, the Customer retains its Customer Data within its own accounts and workspaces, as set out in Section 11.

8. AI outputs and human oversight.

Important: The Instance is a decision-support tool. Its Outputs are generated by AI systems, may be incomplete or inaccurate, and must not be relied upon as professional, legal, financial, tax, lending, or investment advice.

a. The Customer is solely responsible for reviewing, verifying, and approving any Output before relying on or acting on it, and for all decisions it makes.

b. Where the Customer operates in a regulated field, the Customer is solely responsible for ensuring its use of the Instance and any Output complies with all laws, regulations, and professional obligations applicable to it.

c. Moonshot does not warrant that Outputs are accurate, complete, current, fit for a particular purpose, or free of errors, and gives no advice through the Instance.

d. A qualified human must remain in the loop for any material decision informed by an Output.

9. Confidentiality

Each party may receive confidential information of the other. Each party will use the other’s confidential information only to perform under this agreement, will protect it with reasonable care, and will not disclose it except to those who need to know and are bound by similar obligations. For clarity, the Intelligence Architecture and Methodology are Moonshot’s confidential information, and Customer Data is the Customer’s confidential information. These obligations continue after termination.

For matters not expressly addressed here, the confidentiality obligations in the Terms of Service apply and are incorporated by reference.

10. Fees, deferral and accrual

Fees for the Instance are set out in the applicable proposal, order, or invoice and are payable to Moonshot Business Systems, Inc. Unless stated otherwise, fees are stated exclusive of applicable taxes (including GST), which are added.

a. Full value stated. An order or invoice may state the full monthly value of the services alongside the amount currently invoiced and payable.

b. Deferral, not discount. Where the parties agree that part of the full value will not be invoiced for immediate payment, that portion may be recorded as deferred and treated as an amount owing that accrues and remains payable, rather than as a discount that is forgiven – if, and only if, the applicable order or invoice expressly says so.

c. Accrued balance. Any deferred, accrued balance is due to Moonshot Business Systems, Inc. and may, by separate written agreement between the relevant parties, be settled, assigned, or converted (including into a shareholder loan held by an affiliated entity of Moonshot). No such conversion occurs automatically under this IS Agreement.

d. Acceptance. By accepting an order or invoice that references these IS Agreement, the Customer agrees to these IS Agreement and to the Terms of Service in respect of the services covered.

11. Term, termination and exit

a. Term. The licence and access run for the subscription term stated in the order and continue until terminated in accordance with the Terms of Service or the order.

b. Effect of termination. On expiry or termination, Moonshot’s ongoing obligations under the order, including support, updates, and access to improvements in the underlying Methodology, cease immediately.

c. What the Customer keeps. The Customer retains its accounts, workspaces, and the configured content within them, including all Customer-specific prompts, skills, agents, and templates developed for the Customer’s context.

d. What the Customer does not keep. The Customer does not acquire any ownership of, or residual licence in, the Intelligence Architecture, the Methodology, the orchestration logic, or any underlying frameworks. Moonshot retains all right, title and interest in the Intelligence Architecture and may continue to use and improve it for other customers. The Customer does not acquire any licence to use the Intelligence Architecture, Methodology, or underlying frameworks to create new instances or to provide services to third parties.

e. Non-payment. If fees are unpaid, Moonshot may suspend or revoke access to any Moonshot-hosted or controlled components of the Instance until payment is current, without waiving the accrued amount owing.

f. Survival. Sections 3, 7(d), 8, 9, 10(c), 12, 13, 14, and 15 survive termination.

12. Warranties and disclaimers

Moonshot will perform its services with reasonable skill and care. Except as expressly stated, the Instance, the Intelligence Architecture, and all Outputs are provided “as is” and “as available”, and Moonshot disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation, to the fullest extent permitted by law.

13. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to this IS Agreement. Moonshot’s total aggregate liability arising out of or relating to this IS Agreement will not exceed the fees paid or owed by the Customer to Moonshot for the Instance and related Services in the three (3) months immediately preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

14. Indemnity

The Customer will indemnify and hold harmless Moonshot from third-party claims arising out of (a) the Customer Data, (b) the Customer’s use of the Instance or any Output in breach of this IS Agreement or applicable law, or (c) the Customer’s reliance on an Output without appropriate human review, except to the extent caused by Moonshot’s gross negligence or wilful misconduct.

15. General

a. Governing law. This IS Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable there.

b. Entire agreement. Together with the order, the Terms of Service, and any SLA, this IS Agreement is the entire agreement on its subject matter.

c. Amendment. Moonshot may update these standard IS Agreement terms from time to time; the version in effect when an order is accepted governs that order unless the parties agree otherwise in writing.

d. Severability and assignment. If any provision is unenforceable, the rest remains in effect. The Customer may not assign this IS Agreement without Moonshot’s written consent.

e. Dispute resolution. Disputes arising under this IS Agreement are subject to the dispute resolution provisions of the Terms of Service, which are incorporated by reference.

Final Notes

Thank you for trusting Moonshot OS to support your digital journey. Our mission is to enable your success by providing reliable, high-performance infrastructure and dedicated support so you can focus on what matters most – growing your brand and delighting your customers.

For any questions, concerns, or feedback, please contact us at support@moonshot-os.com.

Previous Versions of This Document

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