Last Updated: January 2, 2025
Welcome and thank you for your interest in Moonshotnx HQ Inc. (“Moonshotnx”, “we” or “us”). This Terms of Use Agreement (“Terms of Use”), together with any applicable Supplemental Terms (as defined in Section 1.3) (collectively, with the Terms of Use, the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at Moonshotnx and any of Moonshotnx’s other websites on which a link to these Terms of Use appears (collectively, the “Website”), (ii) Moonshotnx’s applications for desktop, web and mobile devices, or any other application that we offer subject to these Terms of Use (each, an “Application”), and (iii) the services or other resources available on or enabled via our Website or any Application, including Moonshotnx’s proprietary virtual workspace (collectively, with our Applications and Website, the “Services”). If you use the Services in connection with a Workplace as made available to an Employer pursuant to a separate enterprise services agreement between such Employer and Moonshotnx (an “Enterprise Agreement”), then in the event of a conflict between the terms of this Agreement (including the Privacy Policy) and the terms of the Enterprise Agreement, the terms of the Enterprise Agreement shall prevail to the extent of such conflict. For clarity, to the extent an Enterprise Agreement has been duly executed by your Employer, Moonshotnx’s collection, use, and processing of data obtained in connection with your use of the Services are governed by such Enterprise Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS TERMS OF USE GOVERNS THE USE OF THE WEBSITE AND APPS AND APPLIES TO ALL INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, VISITING ANY WORKPLACE (AS DEFINED BELOW), BROWSING THE WEBSITE AND/OR DOWNLOADING ANY APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MOONSHOTNX, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE THIS AGREEMENT, AND IN WHICH CASE, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 1.5 (COMMUNICATIONS WITH MOONSHOTNX) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION.
You should print a copy of these terms or save them to your computer for future reference.
PLEASE NOTE THAT The Agreement IS subject to change by MOONSHOTNX in its sole discretion at any time. When changes are made, Moonshotnx will make a new copy of the Terms of Use and/or Supplemental Terms, as applicable, available on the Website and within any affected Application. We will also provide notice by you of such changes, such as by updating the “Last Updated” date at the top of the Agreement and/or sending an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Unless otherwise stated in such update, any changes to the Agreement will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users, provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 (Registering Your Account) below). Moonshotnx may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES.
The Services and the information and content available on the Services are protected by copyright laws throughout the world. Unless otherwise specified by Moonshotnx in a separate license, your right to access and use any and all of the Services is subject to the Agreement.
1.1. Description of Services.
Description of Services Moonshotnx operates as a virtual capital stack accelerator, providing access to grants, credit, and equity solutions for startups through its proprietary founder platform and educational resources. Maxnx provides investor relations, fundraising advisory, deal syndication, and capital readiness services for startups and investors.
1.2. Application License.
Subject to your compliance with the Agreement, Moonshotnx grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a reasonable number of mobile devices or computers that you own or control, and to run such copy or copies of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
1.3. Supplemental Terms.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
1.4. Updates.
You understand that the Services are evolving. As a result, Moonshotnx may require you to accept updates to the Software or Applications that you have installed on your computer or mobile device. You acknowledge and agree that Moonshotnx may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
1.5. Communications with Moonshotnx.
Communications By using the Services, you consent to receive communications from us, including emails and platform notifications. These may include account updates, grant opportunities, investor matchmaking announcements, service promotions, and general news about Moonshotnx, Maxnx, and affiliated services.
1.6. Recordings.
Recordings If you participate in virtual meetings, events, or workshops hosted by Moonshotnx or Maxnx, you may be notified if recordings are being made. You are responsible for obtaining all necessary consents from participants before recording any interactions. By attending recorded sessions, you consent to potential use of such recordings for internal training, auditing, or promotion (subject to anonymization or explicit permission).
1.7. Beta Services.
Beta Services Moonshotnx and Maxnx may offer experimental services or tools on a limited basis. These beta features may change or be discontinued at any time without notice and are offered "as is" without warranties of any kind.
2. REGISTRATION.
2.1. Registering Your Account.
Registration Requirements To access certain services (e.g., grant applications, founder dashboards, investor deal rooms), you may be required to register for an account. Registration requires accurate, complete information and agreement to these Terms.
2.2. Registration Data.
You agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form or otherwise in connection with your use of the Services (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or any access code with anyone, and you agree to notify Moonshotnx immediately of any unauthorized use of your Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Moonshotnx has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Moonshotnx has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Moonshotnx reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Moonshotnx, or if you have been previously banned from any of the Services. You acknowledge and agree that Moonshotnx will use your Registration Data in accordance with its Privacy Policy.
2.3. Your Account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Moonshotnx. Moonshotnx reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days, and, in such event, you shall not be entitled to any refund.
2.4. Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3. RESPONSIBILITY FOR CONTENT.
3.1. Types of Content.
You acknowledge that all Content (as defined in Section 4.1), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Moonshotnx, are entirely responsible for all Content that you upload, post, e-mail, transmit record or capture, or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Moonshotnx, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”).
3.2. Storage.
Unless and solely to the extent expressly agreed to by Moonshotnx in writing elsewhere, Moonshotnx has no obligation to store any of Your Content that you Make Available on the Services. Moonshotnx has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting, which may vary depending on your Workplace permissions and/or the Presentation, Meeting Room, or Office in which you Make Available Your Content. You agree that Moonshotnx retains the right to create reasonable limits on Moonshotnx’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Moonshotnx in its sole discretion. We encourage you to make back-up copies of or otherwise store any of Your Content or other data.
4. OWNERSHIP.
4.1. The Services.
Except with respect to Your Content and User Content, you agree that Moonshotnx and its suppliers own all rights, title and interest in the Services, including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software (collectively, “Content”) made available thereby or therethrough. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Services.
4.2. Trademarks.
Moonshotnx owns the MOONSHOTNX mark and all related variations, stylizations, graphics, logos, trade dress, and trade names (the “MOONSHOTNX Marks”) used on or in connection with the Services. Without the prior express written permission of Moonshotnx, you may not use the MOONSHOTNX Marks in connection with any products or services offered by you or third parties. All other trademarks displayed on or in connection with the Services are the property of their respective owners.
4.3. Your Content.
Moonshotnx does not claim ownership of Your Content. However, when you as a Registered User post, publish or transmit Your Content on, in, or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform, and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.4. License to Your Content.
Subject to any applicable account settings that you select, you grant Moonshotnx a fully paid, royalty-free, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services as contemplated herein. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services, or any area of the Services in which you have granted permissions for Your Content to be displayed (including without limitation any Auditorium or Meeting Room), and that the applicable Employer may have additional rights to view Your Content whether or not Your Content has been made public. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Moonshotnx, are responsible for all of Your Content that you Make Available on or in the Services. You represent and warrant that you have complied with all laws applicable to Your Content, including without limitation any laws that require you to obtain the consent of one or more third parties in order to upload such Content to or make such Content available through Moonshotnx, and that Your Content and use thereof in connection with the Services will not violate the rights of any third parties. Any Content posted by you may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Moonshotnx in its sole discretion. You may not post a photograph or transmit any video of another person without that person’s permission.
4.5. Username.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Moonshotnx to identify you by any name and/or email address provided in your Registration Information as the contributor of Your Content in connection with your use of the Services.
4.6. Feedback.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Moonshotnx through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Moonshotnx has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Moonshotnx a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Moonshotnx’s business.
4.7. Generative AI Services.
Generative AI Services We may offer features that use generative AI tools (e.g., OpenAI, Anthropic) to summarize applications, enhance communication, or automate analysis. By using these features, you agree that anonymized or structured inputs may be processed externally. No personally identifiable information will be used without consent. AI-generated content is provided for informational purposes only and should not be relied upon as factual or advisory.
5. USER CONDUCT AND CERTAIN RESTRICTIONS.
As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Moonshotnx; (c) use any metatags or other “hidden text” using Moonshotnx’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; or (g) take any action or Make Available any Content on or through the Services that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Moonshotnx’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Moonshotnx; or (v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way that violates applicable law or that otherwise is not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this Section. Any future release, update or other addition to the Services shall be subject to the Agreement. Moonshotnx, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services terminates the licenses granted by Moonshotnx to you pursuant to the Agreement.
6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.
Moonshotnx may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and User Content, at any time. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.
7. INTERACTIONS WITH OTHER USERS.
7.1. User Responsibility.
You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact through the Services; provided, however, that Moonshotnx reserves the right, but has no obligation, to intercede in such disputes. You agree that Moonshotnx will not be responsible for any liability incurred as the result of such interactions.
7.2. Content Provided by Other Users.
The Services may contain User Content provided by other Registered Users. Moonshotnx is not responsible for and does not control User Content. Moonshotnx does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
8. FEES AND PURCHASE TERMS.
8.1. Payment.
Moonshotnx does not currently charge a fee for Registered User-level access to the Services. However, it reserves the right to charge such fees in the future. You agree to pay all fees or charges incurred by you in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, in which case you must provide Moonshotnx with a valid credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal account, or other account with a payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for any paid Services. Your Payment Provider agreement governs your use of the designated credit card, PayPal account, or other payment account and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Moonshotnx with your Payment Provider account and associated payment information, you agree that Moonshotnx is authorized to immediately invoice you for all fees and charges due and payable to Moonshotnx hereunder and that no additional notice or consent is required. You agree to immediately notify Moonshotnx of any change in your billing address or the Payment Provider account used for payment hereunder. Moonshotnx reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
8.2. Taxes.
If Moonshotnx determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Moonshotnx shall collect such Sales Tax in addition to the payments required under this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Moonshotnx, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Moonshotnx for any liability or expense Moonshotnx may incur in connection with such Sales Taxes. Upon Moonshotnx’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8.3. Withholding Taxes.
You agree to make all payments of fees to Moonshotnx free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Moonshotnx will be your sole responsibility, and you will provide Moonshotnx with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
8.4. Free Trials and Promotions Founders may be offered free access to our Capital Stack Bootcamp, or trial access to Maxnx advisory tools. Promotional offers are subject to change and must be used within the stated timeframe. Acceptance of a promotional trial does not guarantee access to funding or grant awards.
9. Indemnification.
To the maximum extent permitted by applicable law, you agree to indemnify and hold Moonshotnx, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Moonshotnx Party”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users or Guests including without limitation your failure to provide a required notice and/or secure such party’s consent in connection with any feature of the Service, including the Magic Minutes and Magic Minutes Desktop Recording features; or (e) your violation of any applicable laws, rules or regulations. Moonshotnx reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Moonshotnx in asserting any available defenses. This provision does not require you to indemnify any of the Moonshotnx Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1. As Is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOONSHOTNX PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE AND/OR SERVICES.
a. MOONSHOTNX PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
b. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
c. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MOONSHOTNX MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MOONSHOTNX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
e. From time to time, MOONSHOTNX may offer BETA SERVICES. Such BETA SERVICES are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at MOONSHOTNX’S sole discretion. The provisions of this section apply with full force to BETA SERVICES.
10.2. No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT MOONSHOTNX PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MOONSHOTNX PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD-PARTY SERVICES, YOUR EMPLOYER OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
10.3. No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION GUESTS AND OTHER REGISTERED USERS. YOU UNDERSTAND THAT MOONSHOTNX DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. MOONSHOTNX MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
10.4. Third-Party Materials.
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Moonshotnx to monitor such materials and that you access these materials at your own risk.
11. LIMITATION OF LIABILITY.
11.1. Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL MOONSHOTNX PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MOONSHOTNX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A MOONSHOTNX PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MOONSHOTNX PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MOONSHOTNX PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE EXTENT REQUIRED BY APPLICABLE LAW, MOONSHOTNX DOES NOT SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY MOONSHOTNX’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
11.2. Cap on Liability.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, MOONSHOTNX PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO MOONSHOTNX By you during the one-month period prior to the act, omission or occurrence giving rise to such liability; (b) $100; or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MOONSHOTNX PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MOONSHOTNX PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MOONSHOTNX PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3. User Content.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOONSHOTNX ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
11.4. Exclusion of Damages.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET OUT IN THIS SECTION 11. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.5. Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MOONSHOTNX AND YOU.
12. 12. COPYRIGHT CLAIMS If you believe any content on the Moonshotnx or Maxnx platform infringes your copyright, please notify us with the following:
A description of the copyrighted work
A description of where the material is located
Your contact information (name, address, email, phone)
A statement that you have a good faith belief the use is unauthorized
A statement under penalty of perjury that the information is accurate and that you are the copyright owner or authorized to act on behalf
Send notices to: onboarding@moonshotnx.com
13. TERM AND TERMINATION.
13.1. Term.
The Agreement commences on the earlier of: (a) the date you first used the Services or (b) the date when you otherwise accept this Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
13.2. Termination of Services by Moonshotnx.
Moonshotnx has the right to, immediately and without notice, suspend or terminate any Services provided to you, at any time, in the event that (a) the agreement between Moonshotnx and your Employer is terminated; (b) you breach any provision of this Agreement; (c) Moonshotnx determines that your use of the Services (including without limitation any of Your Content) violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Moonshotnx; or (d) Moonshotnx otherwise determines in its sole discretion not to provide the Services. You agree that all terminations shall be made in Moonshotnx’s sole discretion and that Moonshotnx shall not be liable to you or any third party for any termination of your Account.
13.3. Termination of Services by You.
If you want to terminate the Services provided by Moonshotnx, you may do so by (a) notifying Moonshotnx at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Moonshotnx’s address set forth below.
13.4. Effect of Termination.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your Account and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Moonshotnx will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13.5. No Subsequent Registration.
If your registration(s) with, or ability to access, the Services is discontinued by Moonshotnx due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Moonshotnx reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. INTERNATIONAL USERS.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Moonshotnx intends to announce such Services or Content in your country. The Services are controlled and offered by Moonshotnx from its facilities in the United States of America. Moonshotnx makes no representations that the Services are appropriate or available for use in other locations. To the maximum extent permitted by applicable law, those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
15. THIRD-PARTY SERVICES.
The Services may contain links to, or otherwise allow for integration or communication with, third-party websites, applications, and/or advertisements (“Third-Party Services”). When you click on a link to a Third-Party Service or otherwise allow the Services to interact with or obtain information from a Third-Party Service, we may not warn you that you have left the Services, and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Moonshotnx. Moonshotnx is not responsible for any Third-Party Services. Moonshotnx provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You are solely responsible for any use of the Services in connection with Third-Party Services, including without limitation for ensuring such use complies with the terms and conditions of such Third-Party Services.
15.1. Accessing and Downloading the Application from the Apple App Store.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
a. You acknowledge and agree that (i) the Agreement is concluded between you and Moonshotnx only, and not Apple, and (ii) Moonshotnx, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the Apple App Store Terms of Service.
b. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
c. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Moonshotnx and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Moonshotnx.
d. You and Moonshotnx acknowledge that, as between Moonshotnx and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
e. You and Moonshotnx acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Moonshotnx and Apple, Moonshotnx, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
f. You and Moonshotnx acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
g. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
16. GENERAL PROVISIONS.
16.1. Electronic Communications.
The communications between you and Moonshotnx may take place via electronic means, whether you visit the Services or send Moonshotnx e-mails, or whether Moonshotnx posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Moonshotnx in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Moonshotnx provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
16.2. Assignment.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Moonshotnx’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3. Force Majeure.
Moonshotnx shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a force majeure event occurs that affects Moonshotnx’s performance of its obligations under the Agreement: (a) Moonshotnx will contact you as soon as reasonably possible to notify you; and (b) Moonshotnx’s obligations under the Agreement will be suspended and the time for Moonshotnx’s performance of its obligations will be extended for the duration of the force majeure event.
16.4. Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to the Services, please contact us at: support@Moonshotnx. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5. Exclusive Venue.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Moonshotnx agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, NY.
16.6. Governing Law and Jurisdiction.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
16.7. Choice of Language.
It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
16.8. Notice.
Where Moonshotnx requires that you provide an e-mail address, you are responsible for providing Moonshotnx with your most current e-mail address, and for keeping such e-mail address current by updating your Account. In the event that the last e-mail address you provided to Moonshotnx is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Moonshotnx’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Moonshotnx at the following address: 40 Monroe Pl, Brooklyn, NY 11201. Such notice shall be deemed given when received by Moonshotnx by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.9. Waiver.
Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.10. Severability.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.11. Export Control.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Moonshotnx are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Moonshotnx products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.12. Consumer Complaints.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
16.13. Entire Agreement.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
17. INTERNATIONAL PROVISIONS.
The following provisions shall apply only if you are located in the countries listed below.
17.1. United Kingdom.
A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
17.2. Germany.
Notwithstanding anything to the contrary in Section 11 (Limitation of Liability), Moonshotnx is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).