Terms of Use

Last Updated:
01.08.2023

Welcome to Moonnox

These Terms of Use (“Terms”) apply when you use our services, which include our AI SaaS application, software, tools, developer services, data, documentation, and websites (“Services”). By using our Services, you agree to these Terms. Please read them carefully.

1. Registration and Access

You must be at least 18 years old to use the Services. By using the Services, you confirm that you are over 18 or have obtained the necessary consent from your parent or legal guardian. If you are using the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. You are responsible for providing accurate and complete information when registering for an account. You must not share your access credentials or account with anyone outside your organization, and you are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services: You may access and use the Services in accordance with these Terms. You must comply with these Terms and all applicable laws when using the Services. Moonnox, Inc. and its affiliates retain all rights, title, and interest in and to the Services.

(b) Feedback: We welcome your feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any feedback, we may choose to use it at our sole discretion without any restrictions or compensation to you.

(c) Restrictions: When using the Services, you may not:

  • Infringe, misappropriate, or violate anyone’s rights.
  • Attempt to reverse engineer, decompile, or discover the source code or underlying components of the Services, except to the extent permitted by applicable law.
  • Use the Services to develop models that compete with Moonnox, Inc.
  • Extract data or output from the Services using any automated or programmatic method, except as permitted through the API.
  • Misrepresent that the output from the Services was human-generated when it was not, or violate our Usage Policies.
  • Buy, sell, or transfer API keys without our prior consent.
  • Provide us with any personal information of children under 13 years of age or the applicable age of digital consent.
  • Violate any rate limits or other requirements specified in our documentation.
  • Use the Services in geographies not currently supported by Moonnox, Inc.
 

(d) Third-Party Services: Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and Moonnox, Inc. is not responsible for such third-party products.

3. Content

(a) Your Content: You may provide input to the Services (“Input”) and receive output generated by the Services based on the Input (“Output”). Input and Output together are referred to as “Content.” By and between Moonnox, Inc. and you, you retain ownership of all Input. Subject to your compliance with these Terms, Moonnox, Inc. hereby assigns to you all its rights, title, and interest in and to Output. Moonnox, Inc. may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for the Content, including ensuring that it does not violate any applicable law or these Terms.

(b) Similarity of Content: Due to the nature of machine learning, Output may not be unique across users, and the Services may generate the same or similar output for Moonnox, Inc. or another user. Responses that are requested by and generated for other users are not considered your Content.

(c) Use of Content to Improve Services: To facilitate the provision of our services, we will store customer Content, including customer questions and the AI responses generated for those questions, in our databases. While Moonnox will not directly use this data to influence other customers’ models, we reserve the right to utilize it in an anonymized manner to enhance the performance of our platform for all customers.

(d) Accuracy: Artificial intelligence and machine learning are evolving fields. While we strive to improve the accuracy, reliability, safety, and benefit of our Services, there may be situations where the Output does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.

4. Fees and Payments

(a) Fees and Billing: You are responsible for paying all fees (“Fees”) associated with your use of the Services, as specified in the pricing page or as agreed between us in writing. We reserve the right to correct pricing errors or mistakes even if an invoice has been issued or payment received. You must provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on the agreed-upon periodic basis, but we may change the posting date of the charge. By using our Services, you authorize Moonnox, Inc., its affiliates, and our third-party payment processor(s) to charge your payment method for the Fees. If a payment cannot be completed, we will notify you in writing and may suspend your access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable unless otherwise provided in this Agreement.

(b) Taxes: Unless stated otherwise, Fees do not include federal, state, local, and foreign taxes, duties, or similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income. We may invoice you for such Taxes. You agree to pay Taxes promptly and provide us with documentation showing the payment, or additional evidence as reasonably required. For tax purposes, please ensure that your account registration information, including your name and address, is accurate and up-to-date.

(c) Price Changes: We may change our prices by posting notice on your account and/or on our website. Price increases will take effect 14 days after being posted, except for increases made for legal reasons or Beta Services, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments: If you wish to dispute any Fees or Taxes, please contact us at support@moonnox.com within 30 days of the disputed invoice. Past-due amounts that are not disputed may be subject to a finance charge of the lesser of 1.5% per month or the maximum extent permitted by applicable law. If any portion of your Fees is past due, we may suspend your access to the Services after providing you with written notice of late payment.

5. Confidentiality, Security, and Data Protection

(a) Confidentiality: You may have access to Confidential Information of Moonnox, Inc., its affiliates, or third parties. You may only use Confidential Information as necessary to use the Services under these Terms. You must not disclose Confidential Information to any third party and must protect Confidential Information with the same level of care as your own confidential information. “Confidential Information” means nonpublic information of Moonnox, whether or not designated as confidential by Moonnox, Inc. or its affiliates and that information which should reasonably be considered confidential under the circumstances, including but not limited to software, code, scripts, algorithms, features and modes of operations, techniques, processes, schemanics, software design and architecture, design and function specifications, analysis and performance information, user documentation, and other nonpublic business information. Confidential Information does not include information that: (i) is generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when received under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or a valid court or governmental order, provided you give reasonable prior written notice to Moonnox, Inc. and make reasonable efforts to limit the scope of disclosure.

(b) Security: You must implement reasonable and appropriate measures to secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly notify Moonnox, Inc. and provide details of the vulnerability or breach.

(c) Processing of Personal Data: If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for such processing. You represent to us that you are processing such data in accordance with applicable law. If you will be processing “personal data” as defined in the GDPR or “Personal Information” as defined in CCPA using the Moonnox, Inc. API, please fill out our Data Processing Addendum request form.

6. Term and Termination

(a) Termination; Suspension: These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you with at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security, and Data Protection), 8 (Dispute Resolution), or 9 (General Terms), if there are changes in relationships with third-party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect fraudulent use or liability.

(b) Effect on Termination: Upon termination, you must cease using the Services and promptly return or, as instructed by us, destroy any Confidential Information. Sections of these Terms that should reasonably survive termination or expiration will continue in effect, including but not limited to Sections 3 and 5-9.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity: You agree to defend, indemnify, and hold harmless Moonnox, Inc., its affiliates, and personnel from and against any claims, losses, and expenses (including attorneys’ fees) arising from or related to your use of the Services, including your Content, products, or services developed or offered in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer: THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOONNOX, INC. AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) REGARDING THE SERVICES AND DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE, NOT LOST, OR ALTERED.

(c) Limitations of Liability: NEITHER MOONNOX, INC. NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution

BY USING THE SERVICES, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) Mandatory Arbitration: Any claims relating to these Terms or our Services will be resolved through final and binding arbitration, except that you have the right to opt out of these arbitration terms, including future changes, within 30 days of agreeing to these terms or the relevant changes by filling out our opt-out form.

(b) Informal Dispute Resolution: Before filing a claim against Moonnox, Inc., you agree to try to resolve the dispute informally by sending us notice at legal@moonnox.com with your name, a description of the dispute, and the relief you seek. If we cannot resolve the dispute within 60 days, you may initiate a formal proceeding. The 60-day resolution process tolls any statute of limitations.

(c) Arbitration Forum: Either party may commence binding arbitration through ADR Services or another alternative dispute resolution provider. The parties will share the arbitration fees equally. Moonnox, Inc. will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures: The arbitration may be conducted by telephone, based on written submissions, video conference, or in-person in Chicago, IL. The arbitration will be conducted by a sole arbitrator under the prevailing rules of ADR Services. The arbitrator will decide all issues, except an Illinois court will determine (i) the scope, enforceability, and arbitrability of this Section 8, including mass filing procedures, and (ii) whether you have complied with the pre-arbitration requirements in this section. Settlement offers will not be disclosed to the arbitrator until the final award, if any, is determined.

(e) Exceptions: This arbitration section does not require arbitration of (i) individual claims brought in small claims court or (ii) claims for injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) No Class Actions: Disputes must be brought on an individual basis, and you may not bring claims as a plaintiff or class member in any class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If a dispute proceeds in court rather than arbitration, each party waives the right to a trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Mass Filings: If 30 or more similar demands for arbitration are asserted against Moonnox, Inc. or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will assign sequential numbers to each Mass Filing. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved or the parties agree to an extension. The parties will have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If outstanding claims are not resolved during this time, the parties may choose to opt out of arbitration by providing written notice within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is selected.

(h) Severability: If any part of this Section 8 is illegal or unenforceable, the remainder will remain in effect, except if partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section waives or limits the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

9. General Terms

(a) Relationship of the Parties: These Terms do not create a partnership, joint venture, or agency relationship between you and Moonnox, Inc. or any affiliates. Moonnox, Inc. and you are independent contractors, and neither party has the power to bind the other or incur obligations on the other’s behalf without prior written consent.

(b) Use of Brands: You may not use Moonnox, Inc.’s or its affiliates’ names, logos, or trademarks without prior written consent.

(c) U.S. Federal Agency Entities: The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements.

(d) Copyright Complaints: If you believe your intellectual property rights have been infringed, please send notice to the email address below or fill out our copyright complaint form. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Moonnox, Inc.
Email: legal@moonnox.com

Attn: General Counsel

Written claims concerning copyright infringement must include:

  • A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
  • A description of the copyrighted work claimed to be infringed;
  • The location of the allegedly infringing material on the site;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
 

(e) Assignment and Delegation: You may not assign or delegate any rights or obligations under these Terms without Moonnox, Inc.’s prior written consent. Any purported assignment or delegation will be null and void. Moonnox, Inc. may assign these Terms in connection with a merger, acquisition, sale of assets, or corporate reorganization.

(f) Modifications: Moonnox, Inc. may amend these Terms by posting a revised version on the website or providing notice via email or in-product notification if the update materially affects your rights or obligations. Changes will be effective no sooner than 30 days after we notify you. Your continued use of the Services after any change means you agree to the revised terms.

(g) Notices: All notices will be in writing. Moonnox, Inc. may notify you using the registration information you provided or the email address associated with your use of the Services. Notice will be considered given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Moonnox, Inc. accepts service of process at the address provided above.

(h) Waiver and Severability: Failure to enforce these Terms immediately does not constitute a waiver of any rights. If any part of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted and will not affect the enforceability of the remaining provisions.

(i) Export Controls: The Services may not be used in or for the benefit of, exported, or re-exported (a) to any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists identified by the Office of Foreign Asset Control or the U.S. Department of Commerce Denied Persons List or Entity List. You represent and warrant that you are not located in any embargoed countries and not on any restricted party lists. You must comply with all applicable laws related to embargoed countries or restricted party lists.

(j) Equitable Remedies: You acknowledge that a breach of these Terms may cause irreparable harm to Moonnox, Inc. and its affiliates. In addition to any other legal remedies, Moonnox, Inc. shall have the right to seek injunctive relief.

(k) Entire Agreement: These Terms, together with any incorporated policies, constitute the entire agreement between you and Moonnox, Inc. regarding the use of the Services and supersede any prior agreements or understandings on that subject, except for any Service-specific terms of use or applicable enterprise agreements.

(l) Jurisdiction, Venue, and Choice of Law: These Terms will be governed by the laws of the State of Illinois, excluding its conflicts of law rules or principles. All claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Cook County, Illinois.