Terms of Service

MOONBASE LABS SUBSCRIPTION SERVICES TERMS OF SERVICE

Terms effective as of September 3, 2026

Version 8 — September 21, 2026

These Subscription Services Terms of Service (these “Terms”) are a binding agreement between Moonbase Labs, LLC, a Kansas limited liability company with offices at 334 N. St. Francis Ave. #374, Wichita, Kansas 67202 (“Moonbase”), and the business subscribing to the services described below (“Client”). Moonbase and Client may be referred to collectively as the “Parties” or individually as a “Party.” These Terms govern (a) Moonbase’s subscription for AI automation, custom software, and data and dashboard development, addressed in Part One (the “Subscription”); and (b) Moonbase’s standalone maintenance plan, addressed in Part Two (the “Maintenance Plan”). Part Three applies to both.

1. Acceptance of These Terms; Eligibility

1.1 Acceptance. Client accepts these Terms by checking the box presented at checkout and completing enrollment for a Subscription or a Maintenance Plan. That acceptance is effective as of the date it occurs (the “Effective Date”), and Moonbase maintains a record of the acceptance together with the associated enrollment and payment records. If Client and Moonbase have signed a separate written agreement covering the same services, the signed agreement controls to the extent of any conflict.

1.2 Authority. The individual accepting these Terms represents and warrants that such individual is at least 18 years of age and has full authority to bind the business on whose behalf the individual is enrolling. “Client” includes that business and each individual the business permits to use the Services on its behalf.

1.3 The Agreement. These Terms, each Request Scope Memo confirmed under Section 3.3, the pricing and plan selections presented at Client’s enrollment, and any Maintenance Plan quote accepted under Section 10.1 together form the agreement between the Parties (the “Agreement”).

2. Definitions

Capitalized terms have the meanings set forth in this Section 2 or where otherwise defined in these Terms.

2.1 “Active Development” means the state of a Request that Moonbase is actively performing, up to the number of concurrent Requests included in Client’s Subscription Plan.

2.2 “Client Accounts” means the accounts, subscriptions, environments, and services maintained in Client’s name with third-party providers (including cloud hosting, AI model providers, and software services) in or on which Work Product is developed, deployed, or operated.

2.3 “Client Materials” means all materials and information, including documents, data, credentials, specifications, software, content, and technology, provided to Moonbase by or on behalf of Client in connection with the Agreement.

2.4 “Developer Technology” means all software, frameworks, libraries, modules, tools, utilities, algorithms, templates, architectures, components, and other technical materials that (a) were conceived, reduced to practice, or owned by Moonbase prior to the Effective Date; (b) are created or acquired by Moonbase independently of the Agreement; or (c) are of a general-purpose, non-Client-specific nature and are developed by Moonbase in the course of performing the Services, including any modifications, improvements, or extensions of the foregoing.

2.5 “Documentation” means the manuals, instructions, README files, runbooks, and other documents and materials that Moonbase provides or makes available to Client describing the use, operation, or configuration of Work Product.

2.6 “Fees” means the Subscription Fees, Maintenance Fees, and any other amounts payable by Client to Moonbase under the Agreement.

2.7 “Human Checkpoint” means a point designated in a Scope Memo at which Client personnel review, approve, or decide before an automation proceeds.

2.8 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2.9 “Maintenance Services” means the services described in Section 11, whether provided as part of an active Subscription under Section 8 or under a standalone Maintenance Plan under Part Two.

2.10 “Plan Session” means the monthly planning session described in Section 3.3.

2.11 “Request” means a discrete unit of work consisting of one outcome capable of demonstration, as shaped in a Plan Session and described in a confirmed Request Scope Memo.

2.12 “Request List” means the single prioritized list of candidate Requests maintained by Client, from the top of which Requests enter Active Development.

2.13 “Request Scope Memo” or “Scope Memo” means the written memorandum prepared following a Plan Session that describes a Request, including its intended outcome, the principal systems and categories of data it will touch, the measure of success selected by the Parties, and the access, approvals, and decisions required from Client, and that is confirmed by email reply by both Parties.

2.14 “Services” means the Subscription Services and the Maintenance Services, as applicable.

2.15 “Subscription Fees” and “Maintenance Fees” mean the recurring monthly fees for Client’s Subscription Plan and Maintenance Plan, respectively, as presented at enrollment or in an accepted Maintenance Plan quote.

2.16 “Subscription Plan” means the Subscription plan selected by Client at enrollment, including the number of concurrent Requests it includes.

2.17 “Subscription Services” means the AI automation, custom software, and data and dashboard development services described in Part One.

2.18 “Third-Party Materials” means materials, information, and services, in any form or medium, that are not proprietary to Moonbase, including open-source software, third-party software and platforms, AI models and model-hosting services, and the products and services provided through Client Accounts.

2.19 “Work Product” means the Client-specific software, code, configurations, prompts, workflows, integrations, dashboards, data pipelines, Documentation, and other deliverables and materials that Moonbase creates for Client and delivers to Client in connection with the Services. Work Product does not include Developer Technology or Third-Party Materials.

PART ONE — THE SUBSCRIPTION

3. Subscription Services; Request Model

3.1 Engagement. While Client’s Subscription is active, Moonbase will provide AI automation, custom software, and data and dashboard development services to Client, in any combination, in accordance with these Terms and the confirmed Scope Memos then in effect.

3.2 The Request Model. The unit of work under the Subscription is the Request. Client maintains the Request List and may add to it and reprioritize it at any time; changes to the Request List do not affect any Request already in Active Development. Requests enter Active Development from the top of the Request List, up to the concurrent number included in Client’s Subscription Plan. The Request List is a planning tool, and its contents are not commitments by either Party until shaped into a confirmed Scope Memo. Moonbase may, in its sole discretion, decline to shape or accept a proposed Request that is outside Moonbase’s expertise, that would involve data or work described in Section 14.3, or that would, in Moonbase’s reasonable judgment, violate applicable law or the enforceable terms of a third-party provider; declined items remain on the Request List or are removed at Client’s election.

3.3 Plan Sessions; Scope Memos. The Parties will hold a Plan Session approximately monthly. Following each Plan Session, Moonbase will prepare a Scope Memo for each Request shaped in that session and deliver it to Client by email. When both Parties have confirmed a Scope Memo by email reply, that Scope Memo is incorporated into and made part of the Agreement. If a confirmed Scope Memo expressly conflicts with these Terms, these Terms control, except that the description of the applicable Request’s scope, purpose, data, success measure, and Client dependencies in the Scope Memo controls for that Request.

3.4 Build Cadence; Demonstrations. For each Request in Active Development, Moonbase will use commercially reasonable efforts to deliver demonstrable progress each week, subject to Section 9.2. Larger Requests may be divided into phases, shaped one Plan Session at a time, with work continuing to ship weekly. When a Request is completed, Moonbase will demonstrate the result to Client and review it against the success measure identified in the applicable Scope Memo.

3.5 Estimates Are Not Commitments. Scope Memos are planning documents. Any delivery dates, timelines, or level-of-effort figures in a Scope Memo or otherwise communicated by Moonbase are good-faith estimates only. Moonbase does not represent or warrant that any Request, phase, or milestone will be completed by any particular date, and Client acknowledges that it is subscribing to Moonbase’s ongoing development capacity as described in Client’s Subscription Plan, not purchasing a fixed deliverable for a fixed price.

3.6 Subcontractors. Moonbase may engage third parties to perform portions of the Services.

3.7 Non-Exclusivity. The Agreement does not create an exclusive relationship. Each Party is free to enter into similar relationships with third parties, subject to the confidentiality and intellectual property obligations of the Agreement.

4. Fees; Payment

4.1 Flat Fees. Subscription Fees are flat monthly amounts, as presented to Client at enrollment. Moonbase does not track or bill hours, and no minimum or maximum quantity of hours is promised or implied.

4.2 Rate Lock. The Subscription Fee for Client’s Subscription Plan is fixed as of the date Client’s Subscription begins and will not increase for as long as Client’s Subscription remains active, including through pauses permitted under Section 6.3. If Client changes Subscription Plans, the new plan is provided at Moonbase’s then-current rate for that plan, which is then fixed for Client in the same manner.

4.3 Billing; Payment by ACH. Subscription Fees are due monthly in advance. Client authorizes Moonbase and its payment processor to initiate recurring ACH debits from Client’s designated account: the first upon enrollment, and one on each monthly renewal date thereafter until the Subscription is paused or canceled in accordance with Section 6. Client will keep its payment information current.

4.4 Failed Payments. If a payment fails, Moonbase will notify Client, and if the failure is not resolved within seven (7) days after that notice, the Subscription pauses automatically until the failure is resolved. A pause under this Section 4.4 is otherwise treated as a pause under Section 6.3, including for purposes of the three-month limit in Section 6.4.

4.5 Third-Party Costs. AI usage, servers, hosting, and other third-party services used by or with the Work Product are procured through Client Accounts and are billed by the applicable vendors directly to Client at the vendors’ own rates, with no markup by Moonbase. Moonbase will provide a good-faith estimate of the expected third-party costs of a Request in or with the applicable Scope Memo before building but makes no guarantees, promises or warranties related to that estimate. Client is responsible for maintaining the Client Accounts, for the fees charged by those vendors, and for complying with the terms of service governing the Third-Party Materials used with the Work Product. If Moonbase cannot access the third-party services described in this Section 4.5 because of Client’s failure to pay the applicable vendor, the Subscription pauses automatically until the failure is resolved. A pause under this Section 4.5 is otherwise treated as a pause under Section 6.3, including for purposes of the three-month limit in Section 6.4.

4.6 Taxes. Fees are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on amounts payable by Client under the Agreement, other than taxes imposed on Moonbase’s income.

5. First-Month Guarantee

5.1 The Guarantee. If Client is not satisfied with the Subscription Services for any reason and notifies Moonbase in writing within thirty (30) days after the start of Client’s first Subscription month, Moonbase will refund that first month’s Subscription Fee in full.

5.2 Scope of the Guarantee. The guarantee applies once per Client, to the first month of Client’s first Subscription only. It does not apply to any renewal month, to a Subscription restarted after cancellation, to a change of Subscription Plan, to the Maintenance Plan, or to third-party costs under Section 4.5, which are charged by Client’s own vendors.

5.3 Client Keeps the Work. A refund under this Section 5 does not affect Client’s rights in Work Product delivered during the refunded month. For purposes of Section 7, Work Product delivered during a month refunded under this Section 5 is treated as if the Subscription Fee for that month had been paid in full, and Moonbase will not reclaim, disable, or interfere with that Work Product.

5.4 Exclusive Remedy. THE REFUND DESCRIBED IN THIS SECTION 5 IS CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND MOONBASE’S SOLE LIABILITY AND OBLIGATION, FOR ANY DISSATISFACTION WITH THE SUBSCRIPTION SERVICES ARISING DURING OR RELATING TO CLIENT’S FIRST SUBSCRIPTION MONTH, OTHER THAN LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

6. Term; Automatic Renewal; Pause; Cancellation

6.1 Month-to-Month Term; Automatic Renewal. The Subscription is month to month. IT RENEWS AUTOMATICALLY EACH MONTH, AND CLIENT’S DESIGNATED ACCOUNT WILL BE DEBITED THE SUBSCRIPTION FEE MONTHLY IN ADVANCE, UNTIL CLIENT PAUSES OR CANCELS AS DESCRIBED IN THIS SECTION 6.

6.2 Cancellation. Client may cancel at any time, for any reason, by email to [email protected] from an authorized contact on Client’s account, or through any self-service subscription controls Moonbase makes available to Client. Cancellation is effective at the end of the then-current paid month. Client will not be charged after the effective date of cancellation. Amounts already paid are not prorated or refunded (except under Section 5), and the Subscription Services, including included maintenance under Section 8, continue through the end of the paid month.

6.3 Pause. Client may pause the Subscription at any time by the same method, effective at the end of the then-current paid month. A pause may last up to three (3) consecutive months. While the Subscription is paused: (a) no Subscription Fees accrue or are charged; (b) Moonbase has no obligation to perform Subscription Services, and included maintenance is suspended as described in Section 8.2; and (c) Client’s rate lock under Section 4.2 and the Agreement otherwise remain in effect. Client may resume the Subscription by the same method, and billing and a new monthly period begin on the date of resumption.

6.4 Pause Limit. A pause that extends beyond three consecutive months is treated as a cancellation effective at the end of the third month of the pause. Client’s rights in delivered Work Product under Section 7 are not affected, and Client may subscribe again at any time at Moonbase’s then-current rates, which then lock under Section 4.2 from the date the new Subscription begins.

6.5 Effect of Cancellation. Upon cancellation: (a) Client’s rights in Work Product delivered and paid for are unaffected, and the Work Product continues to operate in the Client Accounts; (b) Moonbase will deliver to Client any Documentation for delivered Work Product not already provided; (c) included maintenance ends, and the standalone Maintenance Plan described in Part Two is available; and (d) any accrued but unpaid amounts remain due.

7. Ownership; Intellectual Property

7.1 Assignment of Work Product. Upon Moonbase’s receipt of full payment of the Subscription Fees for the monthly period in which particular Work Product is delivered (or, for Work Product delivered under a Maintenance Plan, the Maintenance Fees for the applicable month), Moonbase hereby assigns to Client all right, title, and interest in and to that Work Product, including all Intellectual Property Rights therein. For the avoidance of doubt, this assignment does not include Developer Technology or Third-Party Materials.

7.2 Developer Technology License. Moonbase retains all right, title, and interest in and to the Developer Technology. Effective upon the payment described in Section 7.1, Moonbase grants Client a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, and create derivative works of the Developer Technology, in each case solely as embedded in or reasonably necessary to use, operate, maintain, and modify the delivered Work Product, with the right to sublicense to Client’s service providers for those purposes and to assign the license in connection with a transfer of the Work Product. This license is sufficient for the delivered Work Product to be used and to run indefinitely without any continuing relationship with Moonbase.

7.3 General Knowledge. Moonbase retains the skills, know-how, techniques, patterns, and experience of general application acquired or refined in performing the Services, and nothing in the Agreement prevents Moonbase from using them, provided Moonbase does not use or disclose Client’s Confidential Information or infringe Client’s Intellectual Property Rights in the Work Product.

7.4 Client Materials. As between the Parties, Client owns and retains all right, title, and interest in and to the Client Materials. Client grants Moonbase a fully paid-up, royalty-free, non-exclusive license to use, reproduce, modify, and create derivative works of the Client Materials during the term of the Agreement solely as necessary to perform the Services for Client’s benefit.

7.5 Feedback. If Client provides Moonbase suggestions or feedback about Moonbase’s own services, tools, or processes, Moonbase may use that feedback on a non-exclusive basis without restriction or obligation, provided that this Section 7.5 does not grant Moonbase any rights in Client’s Confidential Information or in the Work Product.

7.6 Publicity. Moonbase may identify Client by name and logo as a Moonbase client and describe in general, non-confidential terms the nature of the work performed, unless Client opts out by written notice. Any case study, testimonial, or detailed description requires Client’s prior written consent.

8. Included Maintenance While Subscribed

8.1 Included Maintenance. While Client’s Subscription is active, Moonbase will provide the Maintenance Services described in Section 11 for every automation Moonbase has delivered to Client under the Agreement, at no additional charge, except that the monthly corrective-work allocation in Section 11(e) does not apply while the Subscription is active and corrective work on delivered automations is instead handled within the Subscription.

8.2 Suspension of Included Maintenance. Included maintenance is suspended while the Subscription is paused (including under Section 4.4) and ends upon cancellation, and resumes if and when the Subscription resumes. Suspension of maintenance does not disable or degrade any Work Product: delivered automations remain Client’s and continue to operate in the Client Accounts, subject to changes in the third-party services and environments on which they depend. Moonbase is not responsible for issues arising in or from periods during which maintenance was suspended.

8.3 After Cancellation. Following cancellation of the Subscription, the standalone Maintenance Plan described in Part Two is available.

9. Client Responsibilities

9.1 Cooperation. Client will provide, in a timely manner, the access, credentials, information, approvals, decisions, and subject-matter-expert availability identified in each confirmed Scope Memo or otherwise reasonably requested by Moonbase in connection with the Services.

9.2 Client Delay. Where progress on a Request depends on an item listed in the applicable Scope Memo that is waiting on Client, the related timelines shift correspondingly, and Moonbase will flag the dependency to Client in writing as soon as practicable after it arises. Subscription Fees are not reduced, extended, or refunded on account of Client-caused delay.

9.3 Human Checkpoints. Automations may include Human Checkpoints. Client is responsible for the decisions and actions of its personnel at Human Checkpoints, and for reviewing automation outputs as described in Section 15.2.

9.4 Client Accounts. Client will establish and maintain the Client Accounts in good standing, keep them in Client’s name with Client holding owner-level and billing access, and maintain the access for Moonbase reasonably necessary for Moonbase to perform the Services during any period in which Moonbase is providing them.

9.5 Lawful Use. Client will use the Work Product and operate its business in compliance with applicable law, including laws governing automated communications and marketing, data protection and privacy, and employment. As between the Parties, Client is responsible for the manner in which it uses the Work Product in its business.

PART TWO — THE MAINTENANCE PLAN

10. Maintenance Plan; Fees

10.1 Enrollment. A Maintenance Plan begins when Client accepts Moonbase’s written quote by email or through the enrollment mechanism Moonbase provides. The accepted quote is incorporated into the Agreement, and the Maintenance Plan is governed by these Terms.

10.2 Payment. Maintenance Fees are due monthly in advance by ACH on the same mechanics described in Section 4.3. If a payment fails and is not resolved within seven (7) days after Moonbase’s notice, the Maintenance Plan suspends automatically until the failure is resolved. Section 4.6 (Taxes) applies to Maintenance Fees.

10.3 Access. The Work Product runs in the Client Accounts, so while Moonbase is providing Maintenance Services, Client will keep the Client Accounts and associated subscriptions in good standing and will keep in place the access Moonbase reasonably requires. Client at all times holds owner-level and billing access to everything. Client’s failure to keep the Client Accounts in good standing, or to maintain Moonbase’s access, does not pause or reduce the Maintenance Fees, which remain due for as long as the Maintenance Plan is in effect, and Moonbase is not responsible for Maintenance Services it is unable to perform as a result.

11. Maintenance Services — What Is Covered

The “Maintenance Services” are:

(a) Monitoring and alerting on the automations Moonbase built for Client, so that failures are detected and Moonbase is alerted when something breaks;

(b) Corrective fixes for external change: when a third-party system, service, or interface that Client’s automation connects to changes, updates, or retires functionality, Moonbase will repair or adapt the automation;

(c) AI model upkeep: when a provider replaces, deprecates, or materially changes an AI model behind an automation, Moonbase will migrate the automation, re-test it, and confirm that it performs as it did before the change;

(d) Security updates to the automations, applied as they are released; and

(e) Small corrective fixes, up to four (4) hours of corrective work per calendar month. Unused hours do not roll over. Corrective work expected to exceed the monthly allocation will be quoted in writing in advance, and Moonbase will not perform, or bill for, the excess work without Client’s written approval.

Moonbase will use commercially reasonable efforts to acknowledge maintenance issues in writing by the next business day.

12. Maintenance Services — What Is Not Covered

Maintenance Services do not include: (a) new automations or new features; (b) changes needed because Client’s business processes or requirements changed, all of which are Subscription work under Part One; (c) data migration; (d) training; or (e) diagnosing or fixing issues caused by changes to the Work Product or to the Client Accounts made by anyone other than Moonbase, including issues arising from lapsed third-party subscriptions, revoked or changed access, or modifications by Client or its vendors. Moonbase may offer to perform excluded work under a separate quote or under a Subscription.

13. Maintenance Plan Term; Cancellation

13.1 Term; Renewal; Cancellation. The Maintenance Plan is month to month and RENEWS AUTOMATICALLY EACH MONTH, WITH THE MAINTENANCE FEE DEBITED MONTHLY IN ADVANCE, UNTIL CLIENT CANCELS. Client may cancel at any time by email to [email protected], or through any self-service subscription controls Moonbase makes available to Client, effective at the end of the then-current paid month, with no proration of amounts already paid.

13.2 Effect. Section 7 applies to Work Product delivered under the Maintenance Plan. Cancellation, suspension, or termination of the Maintenance Plan does not disable or degrade any Work Product, which remains Client’s and continues to operate in the Client Accounts, subject to changes in the third-party services and environments on which it depends. Moonbase is not responsible for issues arising in or from periods during which the Maintenance Plan was suspended or after it has ended.

PART THREE — TERMS FOR BOTH PLANS

14. Client Data; Confidentiality

14.1 No AI Training on Client Data. Moonbase will not use Client’s data to train AI models, and will use reasonable efforts to prevent third parties from doing so through configurations Moonbase controls. Where a third-party AI service used with the Work Product offers settings controlling the use of customer data for model training, Moonbase will use reasonable efforts to configure the service, within the Client Accounts, so that Client’s data is not used for training.

14.2 Data Identification. Before building an automation, Moonbase will identify in writing, in or with the applicable Scope Memo, the categories of Client data the automation will touch and where that data will live.

14.3 Regulated Data. The Services do not include work requiring the handling of protected health information governed by HIPAA, and Moonbase is not Client’s business associate and will not sign a business associate agreement. If proposed work would touch protected health information or other data whose handling requires certifications or regulatory undertakings Moonbase has not agreed to in writing, Moonbase will say so and will scope around the data or decline the work, and Client will not introduce such data into an automation without Moonbase’s prior written agreement. Client will disclose to Moonbase, before a Request is shaped, any categories of data in Client’s systems or in the proposed work that are subject to HIPAA or to other certification or regulatory-undertaking requirements, and Moonbase may decline, suspend, or de-scope any work that would touch such data until the Parties have agreed in writing on its handling.

14.4 Confidential Information. From time to time, either Party may disclose to the other information about its business affairs, products, systems, data, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether oral, written, or electronic, and whether or not marked as confidential (“Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain through no breach of the Agreement; (b) is known to the receiving Party without restriction; (c) is rightfully obtained from a third party on a non-confidential basis; or (d) is independently developed by the receiving Party. Each Party will hold the other’s Confidential Information in confidence; will not disclose it except to its employees, contractors, and service providers who need to know it to perform under the Agreement and who are bound by confidentiality obligations no less protective than this Section 14.4; and will use it only to exercise its rights and perform its obligations under the Agreement. Either Party may disclose Confidential Information to the limited extent required by law or court order, provided (where lawful) it gives the other Party prompt written notice and reasonable cooperation to seek protective treatment, or to establish its rights under the Agreement. Upon written request following expiration or termination, each Party will return or destroy the other’s Confidential Information, except that Client retains the Work Product and Documentation, and neither Party is required to delete archival backup copies maintained in the ordinary course, which remain subject to this Section 14.4. These obligations continue for five (5) years after disclosure, and for as long as the information remains a trade secret under applicable law for Confidential Information that is a trade secret.

14.5 Security. Moonbase will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client’s Confidential Information and credentials in Moonbase’s possession, and will notify Client without undue delay after becoming aware of a security incident affecting them.

15. AI-Specific Acknowledgments

15.1 Nature of AI Systems. Client acknowledges that automations built under the Agreement may incorporate artificial intelligence systems that are probabilistic by design: their outputs are generated from patterns rather than fixed rules and can be inaccurate, incomplete, or unexpected, notwithstanding professional design and testing.

15.2 Client Review of Outputs. Client is responsible for reviewing automation outputs before relying on them or using them in Client’s business, in the manner contemplated by the applicable Scope Memo (including at Human Checkpoints). Automations are tools that support Client’s business processes; they are not professional advice, and Moonbase is not providing legal, medical, accounting, or other professional advice through them.

15.3 Third-Party AI Providers. Automations use third-party AI models and services procured through the Client Accounts, which are governed by the applicable providers’ own terms, acceptable-use policies, and pricing. Client is responsible for complying with those terms. Model behavior, availability, deprecation, and pricing are controlled by the providers, not Moonbase; adaptation of automations to provider changes is addressed by the Maintenance Services described in Section 11.

15.4 No Guarantee of Business Outcomes. Success measures identified in Scope Memos, including any north-star metric, are shared goals used to plan and evaluate work. They are not warranties, and Moonbase does not guarantee any particular business outcome, cost saving, or performance level, which depend on factors outside Moonbase’s control.

16. Warranties; Disclaimers

16.1 Moonbase Warranty. Moonbase represents and warrants that it will perform the Services in a professional and workmanlike manner, using personnel of suitable skill, experience, and qualifications, in accordance with generally recognized industry standards for similar services.

16.2 Remedy. For any breach of Section 16.1 that Client reports to Moonbase in writing within thirty (30) days after delivery of the affected Work Product, Moonbase will re-perform the affected Services. If Moonbase is unable to re-perform within a reasonable time, Moonbase will refund the portion of the Fees fairly allocable to the affected Services. THIS SECTION 16.2 STATES CLIENT’S EXCLUSIVE REMEDY, AND MOONBASE’S ENTIRE LIABILITY, FOR BREACH OF THE WARRANTY IN SECTION 16.1, WITHOUT LIMITING SECTION 5.

16.3 Client Warranties. Client represents and warrants that: (a) the individual accepting these Terms has authority to bind Client; (b) Client owns or has the rights and consents necessary in and to the Client Materials such that, as received by Moonbase and used in accordance with the Agreement, the Client Materials do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party or violate applicable law; and (c) Client will use the Work Product in compliance with applicable law as described in Section 9.5.

16.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 16.1 AND THE GUARANTEE IN SECTION 5, THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS,” AND MOONBASE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MOONBASE MAKES NO WARRANTY THAT THE WORK PRODUCT OR THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE SECURE, OR PRODUCE ACCURATE, COMPLETE, OR RELIABLE OUTPUTS, OR THAT ANY AUTOMATION WILL ACHIEVE ANY PARTICULAR RESULT. MOONBASE STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY MATERIALS, INCLUDING THIRD-PARTY AI MODELS AND SERVICES, WHICH ARE PROVIDED UNDER THEIR PROVIDERS’ OWN TERMS. IF APPLICABLE LAW LIMITS THE EFFECT OF ANY PART OF THIS SECTION, THAT PART APPLIES TO THE MAXIMUM EXTENT PERMITTED.

17. Indemnification

17.1 By Moonbase. Moonbase will defend, indemnify, and hold harmless Client from and against any losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) arising from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that Work Product as delivered by Moonbase infringes or misappropriates the third party’s United States Intellectual Property Rights. If such a claim is made or in Moonbase’s judgment is likely, Moonbase may, at its option and expense: (a) modify or replace the affected Work Product so that it is non-infringing while remaining materially equivalent; (b) obtain for Client the right to continue using it; or (c) if neither is reasonably available, terminate the affected portion of the Services and refund the Fees paid for the affected Work Product in the three (3) months preceding the claim. Moonbase’s obligations under this Section 17.1 do not apply to the extent a claim arises from: (i) Client Materials; (ii) Third-Party Materials; (iii) modifications to Work Product made by anyone other than Moonbase; (iv) use of Work Product in combination with data, software, hardware, or services not provided or authorized by Moonbase, where the claim would not have arisen but for the combination; or (v) Client’s continued use of affected Work Product after Moonbase has provided a non-infringing replacement at no additional charge.

17.2 By Client. Client will defend, indemnify, and hold harmless Moonbase from and against any Losses arising from any Third-Party Claim arising out of: (a) the Client Materials, including any allegation that they infringe, misappropriate, or violate a third party’s rights or applicable law; (b) Client’s use of the Work Product in violation of applicable law or the Agreement; (c) modifications to the Work Product made by anyone other than Moonbase; (d) the decisions and actions of Client and its personnel in Client’s business, including at Human Checkpoints; or (e) Client’s breach of Section 14.3 (Regulated Data).

17.3 Procedure. The indemnified Party must promptly notify the indemnifying Party in writing of any Third-Party Claim (except that late notice relieves the indemnifying Party only to the extent it is prejudiced), permit the indemnifying Party to control the defense and settlement of the claim with counsel of its choosing, and reasonably cooperate at the indemnifying Party’s expense. The indemnified Party may participate in the defense with its own counsel at its own expense. The indemnifying Party may not settle a Third-Party Claim in a manner that imposes any obligation or admission on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld. Each Party’s obligations under this Section 17.3 are subject to the rights of that Party’s insurers under any applicable insurance policy, including an insurer’s right to control or participate in the defense of a Third-Party Claim and to consent to any settlement of it.

17.4 Sole Remedy. SECTION 17.1 STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND MOONBASE’S ENTIRE LIABILITY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS BY THE WORK PRODUCT OR THE SERVICES.

18. Limitation of Liability

18.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) LOST PROFITS, REVENUES, OR BUSINESS, OR DIMINUTION IN VALUE; (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS, INTERRUPTION, DELAY, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THEIR POSSIBILITY.

18.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOONBASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING MOONBASE’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.1) WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO MOONBASE UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

19. Termination for Cause; Effect

19.1 Termination by Moonbase. Moonbase may terminate the Agreement and stop performance of the Services, on written notice and after a reasonable opportunity to cure where practicable, if: (a) Client materially breaches the Agreement (including Section 9.5); or (b) continued performance would, in Moonbase’s reasonable judgment, create a material risk of harm to Moonbase, Client, or any third party or violate applicable law or the enforceable terms of a third-party provider.

19.2 Termination by Either Party. Either Party may terminate the Agreement, effective on written notice: (a) if the other Party materially breaches the Agreement and the breach is incapable of cure, or remains uncured thirty (30) days after written notice of the breach; or (b) immediately, if the other Party becomes insolvent, generally fails to pay its debts as they become due, files or has filed against it a petition in bankruptcy or any similar proceeding, makes a general assignment for the benefit of creditors, or has a receiver, trustee, or similar agent appointed over a material portion of its property.

19.3 Effect of Termination. Upon expiration or termination of the Agreement for any reason: (a) amounts accrued but unpaid remain due, and, except as provided in Section 5, no Fees are refunded; (b) the assignment in Section 7.1 takes effect only for Work Product for which the applicable monthly Fees have been received; (c) Sections 8.2 and 13.2 govern delivered Work Product, which is not disabled or degraded; and (d) each Party will comply with Section 14.4 with respect to the other’s Confidential Information.

19.4 Survival. Sections 2, 5.4, 6.5, 7, 13.2, 14, 15, 16.2 through 16.4, 17, 18, 19.3, 19.4, and 20, and any other provision that by its nature should survive, survive expiration or termination of the Agreement.

20. General Provisions

20.1 Governing Law; Venue. The Agreement is governed by the laws of the State of Kansas, without regard to its conflict-of-laws rules. Any dispute or claim arising out of or relating to the Agreement or the Services will be brought exclusively in the state or federal courts located in Sedgwick County, Kansas, and each Party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection to them, including any objection based on inconvenient forum.

20.2 Independent Contractors. The Parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between them, and neither Party has authority to bind the other.

20.3 Assignment. Neither Party may assign the Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of the business or assets to which the Agreement relates, and Moonbase may assign the Agreement without consent to an affiliate under common control with Moonbase, with written notice to the other Party. Any assignment in violation of this Section is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.

20.4 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, and failures or outages of third-party services or AI model providers, provided the affected Party uses reasonable efforts to mitigate and resumes performance as soon as reasonably practicable.

20.5 Entire Agreement. The Agreement (as defined in Section 1.3) is the entire agreement between the Parties with respect to the Services and supersedes all prior and contemporaneous understandings, proposals, and representations, written and oral, with respect to its subject matter. In the event of a conflict, a separately signed written agreement between the Parties controls over these Terms as described in Section 1.1.

20.6 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

20.7 No Waiver. No failure or delay by either Party in exercising any right under the Agreement operates as a waiver of it, and no waiver is effective unless in a writing signed (including by email from an authorized representative) by the waiving Party. A waiver on one occasion is not a waiver on any other occasion.

20.8 Equitable Relief. Each Party acknowledges that a breach of Section 14.4, or a violation of the other Party’s Intellectual Property Rights, may cause irreparable harm for which money damages are inadequate, and that the affected Party is entitled to seek injunctive or other equitable relief, without posting bond, in addition to all other remedies.

20.9 No Third-Party Beneficiaries. The Agreement is for the benefit of the Parties and their permitted successors and assigns, and does not confer any rights on any other person.

20.10 Electronic Contracting. The Parties consent to conducting this relationship electronically. Acceptance of these Terms by checkbox, confirmations of Scope Memos and quotes by email, and notices by email each constitute writings, and electronic signatures and records satisfy any requirement for a signature or writing.

20.11 Interpretation. Section headings are for convenience only. “Including” means “including without limitation.” No rule of construction applies against the drafting Party. References to an “automation” include any Work Product delivered under the Agreement, whether or not it incorporates artificial intelligence.