PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SERVICE.

These Terms of Use ("Terms") govern your access to and use of the asset management, maintenance scheduling, and warranty tracking services (the "Service") provided by Moat, Inc. ("Company," "we," "us," or "our"), a Delaware corporation with its principal place of business at [Your Address]. By accessing or using the Service, you ("User," "you," or "your") agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Service.

1. ACCEPTANCE OF TERMS

By creating an account, accessing, or using the Service, you represent that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are using the Service on behalf of an organization (such as a facility, business, vendor, service provider, contractor, manufacturer, warranty provider, or distributor), you represent and warrant that you have the authority to bind that organization to these Terms.

2. DESCRIPTION OF SERVICE

The Service provides a platform for managing assets, scheduling maintenance, and tracking warranties. The Service utilizes proprietary, patent-pending software and Large Language Models (LLMs) to provide features such as automated warranty claim generation, predictive maintenance scheduling, asset lifecycle reporting, budget planning, financial forecasts, and insights derived from processing warranty documents, user manuals, and receipts.

3. USER ACCOUNTS

• 3.1 Registration: To access the Service, you are required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• 3.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.
• 3.3 User Types: The Service is available to various user types, including but not limited to: Facilities Managers, Business Administrators, 3rd party vendors, service providers, contractors, manufacturers, warranty providers, and distributors. Each user type may have different access levels and permissions within the Service. Details of each plan are available on our pricing page: [Link to Pricing Page]"].

4. PAYMENT TERMS

• 4.1 Fees: Use of the Service is subject to subscription fees based on the total number of assets managed and the number of locations, as detailed on our pricing page: [Link to Pricing Page]. Fees are payable [monthly/annually] in advance. We may also offer optional one-time service fees for specific features or services.
• 4.2 Payment Method: You agree to provide us with valid payment information and authorize us to charge your designated payment method for all applicable fees.
• 4.3 Taxes: You are responsible for all applicable taxes (e.g., sales tax, VAT) related to your use of the Service.
• 4.4 Refunds: [You did not specify a refund policy beyond termination. I'm including a common option, but change this to your actual policy.] All fees are non-refundable, except as provided in Section 9.3 (Termination by Us).
• 4.5 Price Changes: We reserve the right to change our pricing at any time. We will provide you with [30] days' notice of any price changes via email and/or by posting a notice on the Service.

5. DATA OWNERSHIP AND USAGE

• 5.1 User Data: You retain ownership of all data you input into the Service ("User Data"), including data related to assets, maintenance schedules, warranties, and user manuals.
• 5.2 Data Usage: You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and display User Data for the following purposes:
  • To provide and operate the Service, including displaying data to authorized users within your organization and to any third-party services you explicitly authorize.
  • To train and improve our LLMs and other algorithms. User Data used for LLM training will be de-identified and aggregated to protect your privacy and the privacy of your organization. No personally identifiable information (PII) or confidential business information will be used in a way that could be linked back to you or your organization.
  • To create aggregated and anonymized data sets for research, development, and marketing purposes. We will not disclose any aggregated or anonymized data in a manner that could reasonably identify you or your organization.
  • To send data to 3rd-party integrations at the Users request.
• 5.3 Data Security: We implement industry-standard security measures to protect User Data from unauthorized access, use, or disclosure. However, no method of transmission over the internet or method of electronic storage is 100% secure. Therefore, we cannot guarantee absolute security.
• 5.4 Data Retention: We will retain User Data for as long as your account is active. Upon termination of your account, you may request deletion of your personally identifiable data, and we will comply with such requests, subject to our legal obligations. Non-personally identifiable, aggregated data may be retained indefinitely.
• 5.5 GDPR/CCPA Compliance: [If you collect data from EU or California residents, you must include specific clauses addressing GDPR and CCPA compliance. This placeholder reminds you to consult with legal counsel to ensure full compliance.] We are committed to complying with all applicable data privacy laws and regulations, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Users have the right to access, correct, and delete their personal data, subject to certain limitations. Please contact us at [Your Privacy Contact Email] for data privacy inquiries.

6. LLM DISCLAIMERS

• 6.1 Accuracy: The Service utilizes LLMs, which are powerful but imperfect tools. We do not guarantee the accuracy, completeness, or reliability of any output generated by the LLMs, including but not limited to insights, reports, schedules, or forecasts.
• 6.2 Bias: LLMs can reflect biases present in the data they were trained on. We strive to mitigate bias, but we cannot guarantee that LLM outputs will be free from bias. You should consider potential biases when interpreting LLM outputs.
• 6.3 Hallucinations: LLMs can sometimes generate outputs that are factually incorrect or nonsensical ("hallucinations"). You should always independently verify any information provided by the Service, particularly information related to maintenance schedules, warranty claims, or financial forecasts.
• 6.4 No Legal, Financial, or Technical Advice: The Service is not intended to provide legal, financial, technical, or other professional advice. The information and insights provided by the Service are for informational purposes only and should not be relied upon as a substitute for the advice of qualified professionals. You should consult with appropriate professionals (e.g., lawyers, accountants, engineers) for specific advice related to your situation.

7. INTELLECTUAL PROPERTY

• 7.1 Our Intellectual Property: The Service, including all software, algorithms, LLMs, designs, text, graphics, logos, and other content, is the exclusive property of Moat, Inc. and its licensors and is protected by copyright, trademark, patent (pending), and other intellectual property laws.
• 7.2 Limited License: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose, subject to these Terms, while your account is active and in good standing.
• 7.3 Restrictions: You may not:
  • Copy, modify, distribute, sell, lease, or create derivative works based on the Service or any part thereof.
  • Reverse engineer, decompile, or disassemble the Service or any part thereof.
  • Attempt to gain unauthorized access to the Service or any related systems or networks.
  • Use the Service in any way that violates these Terms or any applicable laws or regulations.
  • Remove any copyright, trademark, or other proprietary notices from the Service.

8. THIRD-PARTY INTEGRATIONS

The Service may allow you to integrate with third-party services. You are solely responsible for selecting, configuring, and using any third-party integrations. You acknowledge that your use of third-party services is governed by their respective terms and conditions and privacy policies. We are not responsible for the availability, accuracy, security, or content of any third-party services, and we do not endorse any third-party services. You authorize us to share User Data with third-party services as necessary for the integrations you choose to use, and you represent that you have the necessary rights and permissions to do so.

9. TERMINATION

• 9.1 Termination by You: You may cancel your subscription or terminate your account at any time by [Describe process - e.g., contacting customer support, using an account cancellation feature within the Service].
• 9.2 Termination by Us: We may terminate or suspend your account, with or without notice, for any reason, including, but not limited to:
  • Violation of these Terms.
  • Non-payment of fees.
  • Activity that we believe is harmful to the Service, other users, or our business interests.
• 9.3 Effect of Termination: Upon termination, your right to access and use the Service will immediately cease. If we terminate your account for reasons other than your breach of these Terms, and you have a paid subscription, we will provide a pro-rata refund of any prepaid fees for the unused portion of your subscription term. Upon your request, we will delete your personally identifiable data as described in Section 5.4.

10. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOAT, INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Recommendation for Limitation of Liability (Answer to Question 10): A common approach is to limit liability to the amount paid by the user in the preceding 12 months, or a fixed dollar amount, whichever is greater. This provides some protection for your company while still offering some recourse to the user.  I've included a common clause below, but this must be reviewed by your lawyer.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. INDEMNIFICATION (Answer to Question 11)

Indemnification means that one party (in this case, the user) agrees to protect the other party (Moat, Inc.) from legal claims and financial losses arising from the user's actions.

You agree to indemnify and hold harmless Moat, Inc., its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of a third party, including intellectual property rights or privacy rights; (d) your use of any third-party integrations; and (e) any content you submit to the Service.

13. GOVERNING LAW AND DISPUTE RESOLUTION

• 13.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• 13.2 Dispute Resolution: [Choose ONE of the following, or consult with legal counsel. I've chosen Arbitration as a common choice, but you need to decide what's best for your company.]
  • (Arbitration): Any dispute arising out of or relating to these Terms or the Service shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in [Choose a City in Delaware, e.g., Wilmington, Delaware]. The arbitrator's award shall be final and binding, and judgment may be entered upon it in any court having jurisdiction.

14. CHANGES TO TERMS

We reserve the right to modify these Terms at any time. We will post any changes to these Terms on the Service and update the "Effective Date" above. We will also endeavor to notify you of material changes via email. Your continued use of the Service after any such changes constitutes your acceptance of the revised Terms.

15. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Moat, Inc. relating to the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us.

16. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

17. WAIVER

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

18. CONTACT US

If you have any questions about these Terms, please contact us at:

Moat, Inc.

info@moat.app

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