MoonshotNX Terms of Service

These Terms of Service (the “Agreement”) govern access to and use of the services provided by MoonshotNX, Inc., a Delaware corporation (“MoonshotNX”, “Moonshot”, “Company”, “we”, “us”, or “our”).

By (a) purchasing a subscription through an online ordering flow referencing this Agreement, (b) creating an account through a screen referencing this Agreement, or (c) clicking a box indicating acceptance, you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have authority to bind that entity. If you are entering into this Agreement as an individual founder, you are personally bound by these Terms.

If you do not agree to these Terms, you may not access or use the Services.

Important Regulatory Disclosure

MoonshotNX provides software infrastructure and operational workflows designed to assist founders in organising materials used during fundraising preparation.

MoonshotNX is not a registered broker-dealer, placement agent, or investment adviser. MoonshotNX does not solicit securities transactions, negotiate securities transactions, execute securities transactions, receive transaction-based compensation, or provide legal, tax, accounting, or investment advice.

MoonshotNX does not guarantee funding outcomes, investor interest, valuation levels, ratings outcomes, investor participation, fundraising timelines, or the formation or completion of any SPV or investment vehicle.

You remain solely responsible for compliance with all applicable securities laws and regulations.

Definitions

“Services” means MoonshotNX’s subscription-based software platform including tools, workflows, templates, analytical tools, content, and related functionality.

“User” means any individual authorised to access the Services.

“User Submissions” means any information, documents, financial models, cap tables, pitch decks, governance documents, data room files, communications, or other materials uploaded or submitted through the platform.

“Third-Party Services” means services provided by independent third parties including ratings providers, SPV administrators, legal counsel, custodians, administrators, or payment processors.

The Services

Platform Nature
The Services provide operational tools designed to help founders organise information and prepare fundraising materials. The Services are software infrastructure and do not include the provision of source code.

Plans and Feature Access
Access to specific features may depend on subscription level and completion of required platform steps. MoonshotNX may approve, decline, limit, pause, or discontinue access to platform features at its discretion.

No Agency Relationship
MoonshotNX is not your agent, broker, representative, fiduciary, or intermediary and does not act on your behalf in any capital raise.

No Fundraising Guarantee
MoonshotNX does not guarantee that any company will receive investment, introductions, investor meetings, term sheets, ratings outcomes, or participation in investment vehicles.

Platform Changes
MoonshotNX may modify, update, suspend, or discontinue any aspect of the Services at any time, including features, workflows, and pricing structures.

Third-Party Ratings and SPV Services

Independent Ratings
If you elect or are required to obtain a rating, that rating is issued solely by an independent third-party provider. MoonshotNX does not issue ratings and does not control rating methodologies or outcomes.

SPV or Vehicle Formation
If you elect to establish an SPV or similar structure, such structure is formed and administered by independent third parties. MoonshotNX does not provide legal services or entity formation services.

No Responsibility for Third Parties
MoonshotNX has no responsibility or liability for the acts, omissions, or decisions of Third-Party Services providers. Any engagement between you and such providers is solely between you and the provider.

User Responsibilities

Accuracy of Submissions
You represent and warrant that all User Submissions are accurate, complete, and not misleading and that you possess all necessary rights to submit such materials.

Regulatory Compliance
You are solely responsible for compliance with securities laws, marketing regulations, disclosure obligations, and all other regulatory requirements.

Prohibited Conduct
You may not upload unlawful or infringing content, misrepresent financial data or ownership, use the Services to violate securities laws, reverse engineer the platform, or introduce malicious code.

Platform Conduct and Disruption
MoonshotNX reserves the right to suspend or terminate any account, without notice and without refund, if a User engages in abusive, threatening, defamatory, or disruptive behaviour, harasses MoonshotNX personnel or partners, interferes with platform operations, submits knowingly false information, or attempts to damage the reputation of MoonshotNX.

False Statements and Reputation Harm
You agree not to publish knowingly false statements about MoonshotNX or its personnel. MoonshotNX reserves the right to pursue legal remedies for reputational harm.

Intellectual Property

MoonshotNX retains all right, title, and interest in the platform technology and Services. Users receive a limited, non-exclusive, non-transferable licence to access and use the Services during the subscription term.

Confidentiality and Information Sharing

MoonshotNX will handle User Submissions in accordance with its Privacy Policy and reasonable confidentiality practices.

If you enable sharing with investors or other third parties, you instruct MoonshotNX to transmit such materials. MoonshotNX is not responsible for how third parties use shared information once transmitted.

MoonshotNX does not control the conduct of investors or other participants and does not verify investor identity, accreditation status, financial capacity, or investment intentions.

Fees and Billing

Fees and Refund Policy
All fees paid to MoonshotNX are final and non-refundable except where required by law. MoonshotNX does not provide refunds, credits, partial refunds, or pro-rata adjustments for unused time or dissatisfaction with outcomes.

No Use-Then-Refund Claims
Access to the platform constitutes receipt of value. You waive any claim that the Services were not provided based on dissatisfaction with fundraising outcomes, investor responses, or ratings results.

Auto-Renewal
Subscriptions renew automatically unless cancelled prior to the renewal date.

Taxes
Fees exclude applicable taxes, which are your responsibility.

Payment Disputes and Chargebacks
You agree not to initiate chargebacks for fees validly charged under this Agreement. Initiating a chargeback after accessing the Services may constitute a fraudulent payment dispute. MoonshotNX reserves the right to recover all associated costs including administrative expenses, payment processor penalties, and legal fees.

Term and Termination

This Agreement begins upon acceptance and continues until terminated. You may cancel through account settings, but cancellation does not refund the current billing period.

MoonshotNX may terminate accounts immediately for fraud, unlawful conduct, regulatory risk, or security threats.

MoonshotNX may delete User Submissions and account data after termination following a reasonable retention period.

Disclaimers

The Services are provided “as is” and “as available”. MoonshotNX disclaims all warranties including merchantability and fitness for a particular purpose.

You acknowledge that you have not relied on marketing statements, testimonials, projections, or representations when deciding to use the Services.

Platform materials do not constitute legal, tax, financial, or investment advice.

Analytical outputs may rely on third-party data and assumptions and are not guaranteed to be accurate.

MoonshotNX has no responsibility for investor decisions.

Limitation of Liability

To the maximum extent permitted by law, MoonshotNX will not be liable for indirect, incidental, or consequential damages including lost profits, lost revenue, or lost business opportunities.

MoonshotNX’s total aggregate liability arising from this Agreement will not exceed the fees paid by you during the twelve months preceding the event giving rise to the claim.

Indemnification

You agree to defend, indemnify, and hold harmless MoonshotNX and its directors, officers, employees, contractors, and agents from claims arising from your User Submissions, fundraising activities, regulatory compliance failures, or disputes with investors or third parties.

Release of Claims

You release MoonshotNX and its personnel from any claims arising out of fundraising activities, investor interactions, ratings outcomes, SPV formation, third-party services, or business outcomes associated with fundraising.

Acknowledgment of Fundraising Risk

You acknowledge that startup fundraising involves significant uncertainty and risk. MoonshotNX does not control investor decisions or market conditions. You assume full responsibility for fundraising outcomes.

Binding Arbitration and Class Action Waiver

Any dispute arising out of this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association.

Arbitration shall take place in New Castle County, Delaware.

You agree to resolve disputes solely on an individual basis and waive any right to participate in class actions or class-wide arbitration. You also waive the right to a jury trial.

Sophisticated User Acknowledgement

You represent that you are a founder, executive, or representative of a startup seeking capital and possess sufficient business experience to evaluate the Services. The Services are intended for professional business use and not consumer financial advice.

Update of Terms

MoonshotNX may update or modify these Terms of Service from time to time to reflect changes in the Services, legal requirements, business practices, or platform functionality.

When MoonshotNX updates these Terms, the revised version will be posted on the MoonshotNX website and the “Effective Date” at the top of the Terms will be updated to reflect the date of the revision.

MoonshotNX may also provide notice of material changes through email, account notifications, or other reasonable means.

The updated Terms will become effective on the Effective Date indicated in the revised version unless otherwise specified.

By continuing to access or use the Services after the Effective Date of the revised Terms, you agree to be bound by the updated Terms.

If you do not agree to the revised Terms, you must discontinue use of the Services and cancel your subscription before the next billing cycle.

The Terms in effect at the time of a dispute or claim will govern that dispute unless otherwise required by applicable law.

MoonshotNX reserves the right to modify or discontinue the Services at any time in connection with updates to these Terms.

Governing Law

This Agreement is governed by the laws of the State of Delaware. Exclusive jurisdiction for arbitration-related matters shall lie in New Castle County, Delaware.

General

MoonshotNX may assign this Agreement in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the remaining provisions remain in effect.

MoonshotNX may update these Terms by posting a revised version and providing notice. Continued use of the Services constitutes acceptance of the revised Terms.

Contact

MoonshotNX, Inc.
169 Madison Avenue
New York, NY 10016
United States

Support: onboarding@moonshotnx.com