Our Terms of Service
First published on 2024-11-26
Thank you for choosing Moonshot OS!
Our broadest goal is to help you transform your own life and the lives of people around you by helping you develop a trusted brand and deliver industry-leading digital-first products and services to your customers. In the process, we want your customers to be amazed by your offerings and not even notice the technology they’re using.
To make that possible, we deliver industry-leading products, services, and experiences through a fully managed subscription model that prioritizes customer value, scalability, and peace of mind. With Moonshot OS, you gain access to a fully managed digital platform where all technical aspects – from hosting to plugin updates and maintenance – are handled for you, allowing you to focus on growing your brand and business.
Rather than relying on long-term binding contracts, we believe in providing such an exceptional level of service that our customers choose to stay because of the benefits they receive. Our solutions are designed to be scalable and extendible, with seamless upgrades available through our managed services whenever your needs evolve.
At Moonshot OS, we value transparency, mutual respect, and flexibility, and we are committed to helping you succeed by providing a worry-free digital presence supported by our expert team.
These Terms of Service outline the commitments we make to you, what you can expect from us, what we ask of you in return, and how your intellectual property is protected. We also explain how to resolve conflicts if they arise, and how to transition to a different provider if it ever makes sense for you to do so.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
By clicking the acceptance checkbox during signup, you agree to these Terms of Service. If you do not agree to these Terms, we ask that you do not register for an account or use Moonshot OS Services.
1. Definitions and Interpretation
For the purposes of this Agreement, the following capitalized terms shall have the meanings set out below:
a. “Agreement” This document, including the Terms of Service, any Service Level Agreements (SLAs), and any Order Forms, collectively represents the binding legal agreement between Moonshot OS and the Customer, along with any schedules or written amendments signed by both Parties.
b. “Moonshot OS” Moonshot Business Systems, Inc., referred to as “Moonshot OS,” “we,” “us,” or “our” throughout this Agreement, is the entity offering the Services described herein.
c. “Customer” The individual or organization that purchases, accesses, or uses the Services, including website creation, hosting, and related services.
d. “Company Owner” The Company Owner is the person who originally creates the Hosting and Maintenance Plan or to whom ownership has been transferred. This individual has the exclusive authority to terminate the Hosting and Maintenance Plan or transfer ownership to another user. Note that multiple individuals may be Customers, but only one is the Company Owner, with administrative authority over the hosting plan.
e. “Parties” Refers collectively to both Moonshot OS and the Customer. “Party” refers to either one of them.
f. “Order Form” Any written proposal, quote, or form issued by Moonshot OS and signed by both Parties, detailing specific Services and pricing. In case of a conflict between documents, the Order Form shall take precedence as per Section 2.b.
g. “Services” Website development, hosting, and maintenance, as well as coaching services provided by Moonshot OS through its platforms, including moonshot-os.com. Services include tools, content, support, and software to help Customers create and manage their digital presence.
h. “Hosting and Maintenance Plan” The subscription-based plan required for accessing Moonshot OS’s Services, which includes server resources such as bandwidth, CDN, and storage.
i. “Fees” Charges and payments required for the Services as defined in Section 4 of this Agreement. Fees are payable as indicated on Moonshot OS’s website or as otherwise agreed upon in writing. For how unpaid Fees may result in Termination, see Section 11.d.
j. “Customer Content” Any text, data, information, code, software, domain names, materials, designs, photos, images, media files, or logos created, transmitted, or managed by the Customer using the Services. This includes content created by Moonshot OS as part of its personal CTO or CMO services.
k. “Customer Solutions” The digital products or services developed, maintained, or managed by the Customer using Moonshot OS’s Services. This includes websites, applications, or other digital assets. “Customer Solutions” refers to complete products, while “Customer Content” refers to the materials used within them.
l. “Intellectual Property” All intellectual property created or developed by either Moonshot OS or the Customer as part of the performance of work. This includes discoveries, inventions, processes, software, systems, methods, devices, and designs, regardless of whether they are registered or protected under applicable laws.
m. “IP Rights” All legal protections and rights available, including copyrights, trademarks, patents, trade secrets, and other intellectual property rights as recognized by law. IP Rights are further defined in Section 7. Refer to Section 15 (Indemnity) for details on IP-related claims and indemnification procedures.
n. “Confidential Information” Any non-public, sensitive, or proprietary information disclosed by one Party to the other that must be treated confidentially. Confidential Information is further detailed in Section 17. For obligations regarding confidentiality after termination, refer to Section 17 and Section 18.
o. “Force Majeure” Events beyond a Party’s reasonable control that make it impossible or impractical to fulfill obligations under this Agreement, such as natural disasters, war, pandemics, or government actions. See Section 11 for details on how Force Majeure events may impact termination rights.
p. “Business Day” Any weekday that is not a statutory holiday in Alberta, Canada, or in the jurisdiction of the Customer’s primary business location. If an action is required on a non-Business Day, it may be taken on the next Business Day without penalty.
2. Overview
Moonshot OS is dedicated to empowering customers through its services, acting as a digital partner and providing coaching tailored to the customer’s goals during the Accelerator program.
a. Overview of Services. Moonshot OS offers services aimed at empowering individuals and small teams with digital capabilities. These services include:
- Digital Accelerator and Maintenance Programs: Including offerings such as the “Moonshot Digital Accelerator” for helping Customers design and build fully managed websites and digital tools, and the “Sleep Tight Plan” for managed hosting and ongoing maintenance. Moonshot OS provides a fully managed service, which means that all technical aspects, including plugin updates, integrations, and server maintenance, are handled exclusively by Moonshot OS. Customers do not have direct access to these technical elements but may request updates or changes through Moonshot OS.
- Coaching and Transformation Services: Personalized coaching services, including our “personal Chief Transformation Officer (personal CTO)” and “personal Chief Marketing Officer (personal CMO)” services, which provide strategic guidance for transitioning into or enhancing a digital-first venture. These services may be offered on a project or ongoing basis. They are optional and not included in standard subscription Fees unless expressly agreed upon in an Order Form.
Moonshot OS services are delivered through various platforms and channels, including our website (moonshot-os.com), related websites, forums, courses, communities, applications, and interactions with our personnel (collectively, the “Services”).
Moonshot OS solutions are designed to be scalable and extendible. Any work required to extend or modify solutions beyond the initial deliverables of the Digital Accelerator will require engaging Moonshot OS’s personal CTO service or other managed service agreements. These services are optional and not included in the Accelerator Fees or monthly Hosting and Maintenance Plans unless specifically agreed upon in a new Order Form.
b. Agreement and Scope. These Terms of Service (“Terms”), along with the Service Level Agreement (“SLA”), Moonshot OS Documentation, and any proposal, quote, or order form mutually executed by the parties (“Order Form”), form a binding legal agreement between Moonshot OS and you. Collectively, these documents represent the “Agreement.”
If there is any conflict among the documents comprising the Agreement, the following order of precedence shall apply:
- Order Form
- Terms
- SLA
- Moonshot OS Documentation
c. Customer Roles and Responsibilities. You confirm that you have the authority to enter and perform under this Agreement, whether for yourself or your organization. Your specific responsibilities include, but are not limited to:
- Accurate Information: Providing accurate and current information to Moonshot OS at all times.
- Compliance with Policies: Ensuring compliance with all applicable privacy and data protection laws, as well as Moonshot OS acceptable use policies.
- Account Management: Maintaining the security of your account credentials and notifying Moonshot OS of any unauthorized access or breach.
d. Moonshot OS Rights and Changes to Terms. We may make changes to these Terms at any time at our discretion. We will provide email notice of any material changes to these Terms to the Company Owner (defined below). We will post the updated Terms on this page along with an archive of previous versions. Your continued use of our Services for more than 30 days following the email will constitute your acceptance of our changes to these Terms. If you do not agree to any changes to these Terms, you may terminate your Account and the Agreement pursuant to Section 11 of these Terms.
3. Account Eligibility
a. Hosting and Maintenance Plan and Users. To access the Services, Customers must subscribe to one or more Hosting and Maintenance Plans (“Hosting and Maintenance Plan”). All users of a Hosting and Maintenance Plan, regardless of their level of access, must register a User Account and agree to these Terms. A User Account and a Hosting and Maintenance Plan together form an “Account.”
b. Company Owners. The Company Owner is responsible for managing user permissions, modifying account settings, and (i) terminating or (ii) transferring ownership of the Hosting and Maintenance Plan to another user. If there is a dispute about who is the legitimate Company Owner, Moonshot OS reserves the right to investigate and determine ownership based on reasonable factors like email ownership, payment records, and applicable laws.
c. Account Notifications. Your designated email address (“Designated Email Address”) will be used for official notifications about your Account and Services. You must ensure that this email address is active and that messages from Moonshot OS are not missed. If you fail to read our emails or take necessary action, the quality or continuity of the Services may be affected, and such impact will not be covered by the SLA.
d. Age Restrictions. To use the Services, you must be at least 13 years old (or the minimum age in your jurisdiction). If you are between 13 and the age of majority in your jurisdiction, a parent or guardian must review and accept these Terms. They will be responsible for all actions under your Account.
e. Trade Sanctions. You cannot use our Services or register for an Account if you are located in, under the control of, or a national of a country subject to embargoes or sanctions by Canada, the US, the EU, the UK, the UN, or any other relevant authority.
f. Your Account Obligations. By registering for an Account or using the Services, you agree to:
- Provide Accurate Information: Ensure that all information provided is truthful, current, and complete.
- Update Account Details: Promptly update your Account information if anything changes.
- Maintain Security: Keep your password secure and restrict access to your Account.
- Report Unauthorized Access: Notify Moonshot OS if you suspect unauthorized access or security breaches.
- Accept Responsibility: You are responsible for all activities under your Account.
- Avoid Multiple Accounts: Do not open multiple Accounts to bypass restrictions or take advantage of new client offers.
4. Fees, Renewal, and Payment
a. Your Obligation to Pay Fees. You must pay all required fees on time, as determined by Moonshot OS (“Fees”) using a valid payment method. Fees are non-refundable unless explicitly stated in this Agreement. Moonshot OS may suspend or terminate your Account if you fail to pay Fees, have disputed charges, or experience chargebacks. If you use our Services for third-party customers, you are fully responsible for all payments, even if your customers fail to pay you. All Fees are in U.S. Dollars and do not include applicable taxes. You are responsible for all taxes and international transaction fees. If these are unpaid, you agree to cover any costs incurred by Moonshot OS.
b. Fee Disputes. You should review your invoices within 10 days of receipt. If you notice a discrepancy, you must raise it with Moonshot OS within 30 days after receiving the invoice or making the payment. Disputes should be submitted in writing to billing@moonshot-os.com. Any dispute not raised within this timeframe is waived.
c. Types of Fees and Auto Renewal.
- Prepaid Services: All Services are prepaid unless otherwise agreed in writing. Fees are paid at the beginning of the subscription period, and Services will automatically renew.
- Discounts for Commitment Terms: Moonshot OS may offer discounted Fees for Customers who commit to a fixed subscription term, such as six (6) months or longer. The discounted rate will be specified in the applicable Order Form or when paying for your subscription and applies only to Customers who agree to prepay or maintain service for the full term.
- Automatic Renewal: Fees are automatically charged to your payment method at renewal. To avoid auto-renewal, you must terminate your Services at least five days before the renewal date.
d. Fees May Change. Moonshot OS may increase its Fees, but we will notify you at least 30 days in advance via email to the Company Owner (as defined in Section 1.d). If you do not wish to continue at the new rate, you can terminate your Services before the fee increase takes effect. Promotional rates will automatically renew at the standard fee after the promotion period ends.
5. Customer Content and Ownership
a. You Own Customer Content. You retain all rights to and ownership of your Customer Content. If Moonshot OS creates or contributes content on your behalf (e.g., as part of personal CTO or CMO services), ownership of such content will be transferred to you only upon full payment of all associated Fees, unless otherwise agreed in writing.
For the Moonshot Digital Accelerator, ownership of and access to final deliverables – including, but not limited to, Customer Content and Customer Solutions – are contingent upon full payment of all Fees associated with the Accelerator. As outlined in Section 11, no transfer, migration, or handover of Customer Content or Customer Solutions will occur until all payments are completed.
b. Responsibility for Customer Content. You are solely responsible for Customer Content, such as:
- Design and Compliance: You are responsible for the design and development of Customer Content, including ensuring compliance with privacy and data protection laws (e.g., obtaining necessary consents from individuals whose data is collected).
- Privacy Policies: You must create and maintain your own privacy policies, end-user agreements, and other policies governing interactions with your end-users. Moonshot OS is not liable for creating or maintaining these policies.
- Content Changes: You are responsible for all necessary changes to Customer Content, including updating the appearance of Customer Solutions.
- Data Management: You are fully responsible for managing, securing, and ensuring compliance for data collected from your end-users. Moonshot OS is not responsible for managing this data or addressing any claims related to data privacy or misuse.
c. No Liability for Customer’s Use of Data. Moonshot OS is not liable for any claims, losses, or damages resulting from your use, processing, or disclosure of data obtained through Customer Solutions. It is your responsibility to ensure that Customer Solutions comply with applicable laws, including GDPR, CCPA, and other similar data protection regulations.
d. Moonshot OS Rights and Restrictions. Moonshot OS is not obligated to monitor or validate Customer Content. However, we may, at our discretion, alter, remove, or refuse to display any Customer Content that violates these Terms (e.g., illegal content, offensive material, IP violations). This does not imply ongoing monitoring or content management responsibilities.
e. Our Limited Rights. To provide the Services, Moonshot OS must access and use Customer Content. You grant Moonshot OS a non-exclusive, transferable, sublicensable, worldwide, royalty-free right to access, use, modify, publicly display, reproduce, translate, create derivative works from, and distribute your content as necessary for providing the Services.
f. Customer Responsibilities for Policies and Data Management. In addition to the responsibilities outlined above:
- Maintain Policies: You must maintain appropriate privacy policies, end-user agreements, and cookie policies, ensuring compliance with data protection laws.
- Handle Data Requests: You are responsible for handling all data requests from your end-users, such as access, correction, deletion, or portability. Moonshot OS may provide tools to assist, but we are not responsible for fulfilling these requests.
6. Acceptable Use Policy
a. Prohibited Customer Content. You represent, warrant, and agree that Customer Content shall not (i) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (ii) be defamatory, fraudulent, false, misleading, or deceptive; (iii) constitute, consist of, or enable spam, phishing attempts, “chain letters”, “pyramid schemes”, or other Malicious Activity (defined below); (iv) be pornographic, sexually obscene, sexually exploitative of children, or otherwise sexually explicit; or (v) promote terrorism, violence, discrimination, bigotry, racism, hatred, harassment, prostitution, human trafficking, or harm against any individual or group. Whether Customer Content is in violation of these Terms shall be determined in Moonshot OS’s reasonable discretion. It is our policy in appropriate circumstances to terminate the Accounts of repeat infringers in accordance with the U.S. Digital Millennium Copyright Act and the Canadian Copyright Modernization Act.
b. Be Decent. Treat Moonshot OS and its personnel with decency, professionalism, and respect. We will do the same for you.
c. Compliance with Laws. You agree to use our Services in compliance with applicable local, state, national, and international laws and regulations, including, but not limited to, laws regarding fraud, anti-corruption, trade sanctions and export-control, intellectual property, and data privacy. You agree to cooperate with Moonshot OS, including the provision of information reasonably requested by Moonshot OS, to ensure Moonshot OS’s compliance with applicable laws in connection with your use of the Services.
d. Malicious Activity. You agree not to engage in, attempt to engage in, or encourage or assist others to engage in any Malicious Activity while accessing or using the Services. “Malicious Activity” means any of the following alone or in combination: (i) use, display, mirror, or frame the Services or any individual element within the Services; (ii) access or tamper with non-public areas of the Services; (iii) test the vulnerability of any Moonshot OS system or breach any security or authentication measures; (iv) circumvent any measure implemented by Moonshot OS or any third party to secure the Services; (v) copy, modify, decompile, disassemble, reverse engineer, tamper with, or attempt to derive the source code of any part of the Services; (vi) interrupt, damage, destroy, or limit the functionality of the Services; or (vii) host, upload, or in any way transmit malware, viruses, or any other malicious code or activity.
- Customers shall cooperate with Moonshot OS to promptly isolate, mitigate, and eliminate any Malicious Activity and take appropriate corrective action.
- If Malicious Activity is determined by Moonshot OS to have occurred unintentionally as part of actions performed by the Customer, the Customer shall be afforded the opportunity to promptly eliminate the Malicious Activity. If the Customer fails to promptly eliminate the Malicious Activity as directed by Moonshot OS, then Moonshot OS will eliminate the Malicious Activity for a fee.
e. Resource Usage, Limitations, and Scalability. Customers are allocated standard levels of server resources as part of their Hosting and Maintenance Plan. These resources include visits, disk space, CDN, bandwidth, and other server-related resources. If a Customer’s website experiences unexpected increases in traffic or requires additional server resources beyond standard allocations, Moonshot OS reserves the right to charge additional fees for the increased usage. If Moonshot OS incurs additional fees from its hosting provider due to unexpected increases in Customer traffic or resource usage, those fees will be passed on to you, the Customer. Under no circumstances shall Moonshot OS be responsible for any fees incurred above the amount paid by the Customer to Moonshot OS in a given month. Customers must provide notice to Moonshot OS at least seven (7) days in advance if they anticipate significant changes in resource needs. Any changes that could impact server stability – including but not limited to increased storage, bandwidth, or CPU usage – must be approved by Moonshot OS in advance. Moonshot OS will not be obligated to support any activities that exceed agreed resource limits unless prior authorization has been given. Additional fees may apply if resource limits are exceeded. You shall not overburden the Services or any CPUs, servers, or other resources used in connection with the Services. Any activity that exceeds normal or reasonable usage levels, as determined by Moonshot OS, may require upgrading your plan or paying additional charges. Moonshot OS reserves the right to suspend or terminate Services if excessive usage is not promptly addressed.
f. Protection of the Services. Without limiting our rights in Section 11:
Moonshot OS may suspend or take action to protect the Services if:
- You fail to correct a violation within 24 hours of notification.
- Your use harms our infrastructure, systems, or other customers.
- We detect unauthorized third-party access.
- Your use causes us to violate applicable laws.
We will notify you of any suspension and make efforts to end it once the issue is resolved. If your Services are suspended, contact us for guidance on possible reinstatement.
7. Intellectual Property Rights
a. No IP Is Transferred from the Customer. Moonshot OS acknowledges that this Agreement does not constitute a transfer of content-related IP rights from the Customer and that the Customer will own the content-related IP created as part of the work of providing services.
b. The Customer Owns What It Creates. All IP rights created by the Customer while performing work under this Agreement shall be solely owned by the Customer and their assigns. Moonshot OS has no rights, title, or interest in these IP rights, regardless of any contributions made by Moonshot OS.
c. Moonshot OS Owns the Services. All rights, title, and interest in the Services are solely and exclusively owned by or licensed to Moonshot OS, including any and all software, servers, artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the look, feel, and arrangement of the Services, methods, products, algorithms, data, logs, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof.
For example, Moonshot OS owns the website templates and hosting infrastructure, whereas the text, branding, and images you create as part of your website remain your property.
d. Limitations on Customer’s Rights. Subject to compliance with this Agreement, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Services solely for managing and operating your Customer Solutions. You are not permitted to rent, lease, license, sell, distribute, or transfer the Services to third parties, except as explicitly authorized by Moonshot OS. Moonshot OS may revoke these rights if any terms are violated.
e. Customer Recommendations. We welcome any questions, suggestions, or ideas you have about Moonshot OS and our Services (“Recommendations”). By providing a Recommendation, you agree that it is non-confidential and becomes the property of Moonshot OS. We own all rights to use, modify, and improve our Services based on your Recommendations without obligation to acknowledge or compensate you.
f. IP Rights. All information referenced in 7.a. through 7.e. inclusive shall be defined as the “IP Rights”.
8. Third-Party Services
The Services may allow access to, use of, or integration with third-party content, promotions, websites, apps, software, and resources (“Third-Party Services”) that are not under Moonshot OS’s control. You acknowledge that Third-Party Services are independent of Moonshot OS, and you assume all responsibility and risk related to their use. You are solely responsible for reading, understanding, and complying with the applicable license terms, conditions, and privacy policies of any Third-Party Services you use.
For example, Third-Party Services may include plugins integrated with your website, or additional apps used alongside Moonshot OS tools.
9. Beta Services
We may make certain features and tools available as beta or pre-release versions (“Beta Services”) for testing purposes. BETA SERVICES ARE PROVIDED “AS IS” AND MOONSHOT OS IS NOT LIABLE FOR ANY DAMAGES ARISING FROM THEIR USE. The SLA does not apply to Beta Services. All information about Beta Services is considered Moonshot OS’s Confidential Information. By using Beta Services, you agree to provide feedback, such as usability and performance reports, to help us improve them. Moonshot OS may terminate Beta Services without notice at any time, especially in situations involving security or stability issues.
10. Modification or End of Services
Moonshot OS may, at its discretion, modify or discontinue all or part of the Services, temporarily or permanently. We will make commercially reasonable efforts to provide at least 15 days’ notice for major changes or discontinuation affecting your Account. If Services are discontinued, we will refund any prepaid Fees for the unused period of the discontinued Services.
Examples of modifications include feature enhancements, changes to the user interface, or adjustments to available support options.
11. Termination
Moonshot OS aims to provide as much flexibility to Customers as possible.
a. For Convenience by Company Owner. The Company Owner may terminate the Account and Agreement at the end of the current subscription period by canceling the subscription through the Moonshot OS website.
b. Mutual Termination: The Agreement may be terminated by mutual written consent at any time if both parties agree that the work is complete or should be discontinued.
c. For Convenience by Moonshot OS. Moonshot OS may terminate the Account and Agreement for convenience with ninety (90) days’ prior written notice. We will make commercially reasonable efforts to assist the Customer in transitioning their content to an alternative provider. This termination right will be exercised only in limited situations where continued provision of the Services would pose undue risk, cost, or operational difficulty. In cases where Moonshot OS terminates the Agreement for convenience, the Customer may receive a prorated refund for any unused subscription periods.
d. Termination for Non-Payment: Moonshot OS reserves the right to terminate Services if payments are not made within a ten (10) day grace period. To reinstate an Account, all outstanding payments must be settled, and a reactivation fee may apply.
e. Breach and Cure Period: Either party may terminate this Agreement for cause if the other breaches any material term and fails to remedy it within ten (10) business days after receiving written notice via email or other agreed contact methods.
If the Customer terminates the Agreement without providing notice and / or without paying outstanding Fees, such actions shall constitute a material breach of this Agreement. Moonshot OS reserves the right to pursue collection of unpaid Fees through all available legal and equitable means, including withholding access to deliverables or migration assistance until such Fees are paid in full.
f. Your Breach. If you are in breach of the Agreement, Moonshot OS may, depending on the nature of the breach, immediately terminate or suspend the Agreement and your Account. Upon any such termination or suspension, you are not permitted to register for another Account or access the Services without our prior written permission.
g. Insolvency or Bankruptcy. Either party may immediately terminate this Agreement if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or undergoes receivership proceedings.
h. Effect of Termination. Upon termination:
- Moonshot OS will provide a version of your website that includes all Customer Content but excludes premium plugins provided during the subscription. These plugins are licensed and managed exclusively by Moonshot OS and cannot be transferred.
- A complete list of plugins will be provided so you can license them independently if desired.
- The final content package will be delivered within thirty (30) days of termination, provided all outstanding payments to Moonshot OS have been settled, unless both parties agree otherwise in writing.
i. Discounted Plans. If a Customer terminates a discounted subscription plan before the end of the agreed commitment term, Moonshot OS reserves the right to retroactively apply the standard monthly Fees for the period the services were used. Customers will also forfeit any discounts or promotional rates applied for the commitment term. No refunds will be issued for remaining balances on the discounted term unless otherwise agreed in writing.
j. Content Migration and Outstanding Payments. No content migration or transfer of Customer Content will occur until all outstanding payments to Moonshot OS are settled in full. Outstanding payments include any final invoices, prepaid fees, or termination-related charges. Moonshot OS reserves the right to suspend all Services, retain Customer Content, and withhold deliverables until payment obligations are fully met.
k. Content Migration Responsibilities. You are fully responsible for the migration of Customer Content upon termination. Moonshot OS can assist upon request, but ensuring the complete transfer of all data and files is your responsibility. Moonshot OS is not liable for any failure to complete migration or for incompatibilities that may arise during migration to another hosting provider.
l. Default and Collections. If the Customer fails to pay any outstanding Fees within the specified time frame or terminates this Agreement without fulfilling payment obligations, Moonshot OS may take the following actions, subject to applicable dispute resolution procedures outlined in Section 16:
- Reporting the unpaid Fees to a collections agency;
- Charging late fees or interest on overdue amounts, not exceeding the maximum permitted by law;
- Retaining any Customer Content or deliverables created under this Agreement until the full balance is paid.
Actions taken under this section will not preclude either party from seeking additional remedies through arbitration or other dispute resolution methods described in Section 16.
12. Representations and Third-party Limitations
a. Independent Representation. Neither Party shall represent, warrant, or act as an agent for the other Party with any third party, unless agreed in advance by both Parties and with express written consent.
b. Attribution Notice. Customer acknowledges that Moonshot OS may include in the footers of the Website an attribution notice, such as “Built with love by Moonshot OS [including link].” Customer may revoke this by submitting a written request to support@moonshot-os.com.
c. Client Showcase Permission. Customer agrees that Moonshot OS can use Customer’s name and/or logo on Moonshot OS’s website(s) for the purposes of identifying clients it has worked with recently, and that Moonshot OS can feature the work being done under this Agreement in its blog, on social media, or in case study articles on those websites.
13. Disclaimers
a. Security. Moonshot OS implements commercially reasonable security measures to protect the Services from threats, including those implemented by its hosting service providers. However, Moonshot OS cannot guarantee that security measures will be error-free, nor that Customer Solutions will always be secure. Unauthorized third parties may still defeat our security measures or those of our providers. Customers are responsible for maintaining secure credentials and following best practices for data protection.
b. Legal Disclaimer. Except as otherwise set forth in these terms, all Services are provided “as is” and “as available.” Moonshot OS disclaims all warranties, including but not limited to: Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and Warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, Moonshot OS makes no warranty that the services, or any products or results of the use thereof, will (i) meet customer’s or any other person’s requirements; (ii) operate without interruption; (iii) achieve any intended result; (iv) be compatible or work with any software, system, or other services; or (v) be secure, accurate, complete, free of malicious activity or harmful code, or error free.
14. Limitation of Liability
a. No Indirect Damages. Except for liability arising from willful or criminal misconduct, neither Party – nor its owners, employees, officers, directors, agents, contractors, affiliates, suppliers, or licensors – will be liable for:
- Indirect, incidental, special, exemplary, punitive, or consequential damages.
- Losses including lost profits, revenue, savings, or goodwill.
- Damages arising from the use of, or inability to use, the Services.
This exclusion applies to claims based on warranty, contract, tort (including negligence), or any other legal theory, whether or not the party was informed of the possibility of such damages, and even if a limited remedy outlined in the Agreement is found to have failed in its purpose.
Exception: This exclusion does not apply to damages arising from willful or criminal misconduct.
Example: Moonshot OS is not liable for indirect losses, such as loss of potential revenue caused by a temporary service outage.
b. Moonshot OS’s Liability Cap. Moonshot OS’s total liability arising out of or in connection with this Agreement, or the use or inability to use the Services, will not exceed:
- The aggregate amount of fees paid or owed by you to Moonshot OS during the three (3) months immediately preceding the claim, or
- One hundred dollars ($100),
whichever is greater. This cap ensures equitable risk distribution based on recent engagement levels.
c. Fundamental Basis of the Agreement. The exclusions and limitations of liability set forth in this Section 14 are fundamental elements of the Agreement between Moonshot OS and you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for indirect damages. Therefore, the limitations described in Sections 13 and 14 will apply unless restricted by local laws in your jurisdiction.
15. Indemnity
a. Customer Indemnification. You agree to defend, indemnify, and hold harmless Moonshot OS and its representatives (including owners, officers, employees, agents, contractors, licensors, and affiliates) (collectively, the “Moonshot OS Indemnitees”) from any losses, costs, expenses, damages, injuries, or liabilities of any kind, including attorney’s fees, that a Moonshot OS Indemnitee may incur due to third-party claims, suits, proceedings, or investigations related to:
- Your use of our Services.
- Customer Content or Customer Solutions.
- Your breach or alleged breach of the Agreement.
- Your violation of any law or third-party rights.
For example, if a third party claims damages due to content you uploaded or due to unauthorized use of the Services, you are required to indemnify Moonshot OS.
We reserve the right, in our sole discretion, to control any action or proceeding, including the selection of counsel and whether to settle the matter, and if so, on what terms. We will keep you informed of significant actions taken in the proceeding, and you agree to cooperate with us in asserting any defenses.
b. Moonshot OS IP Infringement Indemnification. Moonshot OS will defend and indemnify you against any third-party claims arising from allegations that your use of the Services infringes on a third party’s intellectual property rights. This indemnification does not apply if:
- You used the Services in violation of this Agreement.
- The alleged infringement results from a combination of the Services with other technology or materials not provided by Moonshot OS (unless such combination is required for the Services).
- The Services were provided free of charge (including Beta Services).
If Moonshot OS reasonably believes the Services might infringe on third-party rights, we may, at our discretion and expense:
- Procure the Right: Obtain the right for you to continue using the Services.
- Modify the Services: Modify the Services to make them non-infringing without materially reducing their functionality.
- Replace the Services: Replace the Services with a non-infringing, functionally equivalent alternative.
If none of these remedies are commercially reasonable, Moonshot OS may suspend or terminate your use of the impacted Services, with at least 15 days’ notice, and provide a pro rata refund for any prepaid Fees for the terminated Services.
16. Dispute Resolution
Please read this section carefully because it requires you to arbitrate certain disputes with Moonshot OS and it limits the manner in which you can seek relief.
a. Informal Resolution. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against Moonshot OS, please contact us at support@moonshot-os.com. We’ll try to resolve the dispute and address your concerns. If a dispute is not resolved within 15 days after submission, you or Moonshot OS may bring a formal proceeding as set forth in this Section 16.
If the dispute involves non-payment, Moonshot OS may take temporary actions, such as suspending services, retaining deliverables, or reporting overdue Fees to collections, while attempting to resolve the matter informally.
b. Mandatory Arbitration. Except for disputes involving Intellectual Property Rights, which may require immediate equitable or injunctive relief, any dispute, controversy, or claim arising out of or relating to the Services or this Agreement shall be exclusively settled by arbitration administered by the ADR Institute of Alberta, following their Arbitration Rules. Arbitration must commence within 30 days after the dispute has not been resolved informally. The arbitration shall occur exclusively in the City of Calgary, Province of Alberta, unless both parties agree otherwise in writing. The arbitrator’s decision may be enforced in any court in Calgary, Alberta. Each party shall bear its own arbitration costs, including legal fees, unless the arbitrator decides otherwise.
c. Intellectual Property Disputes. Intellectual property disputes, including claims for unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or other Confidential Information, are excluded from arbitration. All IP-related disputes shall be handled by the courts located exclusively in Calgary, Alberta, as described in Section 16.d.
d. Exclusive Jurisdiction and Venue. As previously stated in Section 16.b, arbitration will occur exclusively in the City of Calgary, Province of Alberta, Canada, and will be conducted confidentially by a single arbitrator. If for any reason this agreement to arbitrate does not apply to the dispute, you and Moonshot OS agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in courts located in the City of Calgary, Province of Alberta, Canada. Both you and Moonshot OS consent to venue and personal jurisdiction in Calgary, Alberta.
e. Choice of Law. The Agreement and the resolution of any disputes shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its conflict of laws principles.
f. Waivers.
- No Jury Trial: You waive the right to a jury trial.
- No Class Action: You waive the right to participate in a class action (a legal proceeding involving multiple parties with similar claims).
- No Class Arbitration: You waive the right to class arbitration or any other representative action or proceeding.
17. Confidentiality
a. Disclosure of Confidential Information. Each Party (as the “Discloser”) may disclose or make available to the other Party (as the “Recipient”) information that is confidential, sensitive, or proprietary (“Confidential Information”).
b. Types of Confidential Information. Confidential Information includes, without limitation:
- Trade Secrets: All trade secrets of either Party.
- Business and Financial Information: Business methods, practices, and financial data.
- Marketing Strategies: Marketing and promotional strategies, campaigns, and plans.
- Technical Information: Any information about Moonshot OS’s proprietary tools, configurations, processes, or other technical details, including any proprietary website configurations or technology used in hosting, maintenance, or digital services.
- Plans, Discussions, and Other Information: All plans, discussions, and other materials shared as part of the delivery of the Services.
c. Exclusions from Confidential Information. Confidential Information does not include information which:
- Was known to the Recipient prior to receipt, as evidenced by its written records.
- Was disclosed to the Recipient by a third party not bound by a confidentiality agreement with the Discloser and who has a legal right to disclose such information.
- Became public through no fault or breach by the Recipient.
- Was independently developed by the Recipient, as evidenced by its written records, without using the Discloser’s Confidential Information.
- Is explicitly labeled by the Discloser as not confidential.
d. Obligations of the Recipient. The Recipient shall:
- Protect Confidential Information: Use at least the same degree of care as it protects its own Confidential Information, but no less than a commercially reasonable standard.
- Use for Intended Purposes: Use the Discloser’s Confidential Information solely to exercise rights or fulfill obligations under this Agreement.
- Limit Disclosure: Not disclose Confidential Information to any third party except to Representatives who need to know in order to fulfill this Agreement. Representatives include affiliates, employees, contractors, and other authorized individuals such as project managers and IT specialists.
The Recipient is responsible for any breach of confidentiality by its Representatives. Representatives must be bound by confidentiality obligations at least as protective as those provided here.
Upon the Discloser’s request, the Recipient shall take reasonable steps, within 30 days, to securely destroy or erase any Confidential Information it holds, except for copies that:
- Are securely stored in archival or computer backup systems.
- Are necessary to meet legal or regulatory obligations.
- Are retained in line with bona fide record retention policies.
e. Data Processing and Proprietary Information.
The Discloser acknowledges that Moonshot OS may process and share limited personal data (e.g., contact information for account management) as necessary to fulfill obligations under this Agreement, in accordance with the Privacy Policy. Information about proprietary tools, configurations, or other technical solutions utilized by Moonshot OS, including growth technologies and platform configurations, must be treated as Confidential Information.
f. Confidential Information. All information referenced in Sections 17.a through 17.e shall be collectively defined as “Confidential Information.”
18. Survival
Any provision of these Terms that requires performance or compliance beyond the termination or expiration of the Agreement or your Account (including, but not limited to, provisions related to confidentiality, limitation of liability, indemnification, and dispute resolution) will continue to apply in full force and effect. This means that these obligations remain enforceable even after the Agreement ends, ensuring continued protection for both parties.
19. Miscellaneous
a. Entire Agreement. This Agreement represents the complete understanding between the Customer and Moonshot OS, superseding all prior and contemporaneous understandings and agreements, whether verbal or written, about its subject matter.
b. Conflicting Terms. These terms override any conflicting, additional, or different terms included in any purchase order, communication, or other document issued by the Customer.
c. No Waiver. A delay or failure to exercise any right, power, or privilege under the Agreement does not waive that right, which may still be exercised at a later date. For example, if Moonshot OS does not immediately enforce a payment deadline, it does not mean the right to collect that payment is forfeited.
d. Severability. If any part of this Agreement is found to be invalid or unenforceable, all other provisions will remain in full force and effect, ensuring the overall Agreement remains functional and enforceable.
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.
These Terms of Service are designed to give you peace of mind and ensure the Parties are on the same page.
For any questions, concerns, or feedback, please contact us at support@moonshot-os.com.
Previous Versions of This Document
None.