1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and To The Moon Labs Inc. ("TTML," "we," "us," or "our"), concerning your access to and use of our website, platform, products, and services (collectively, the "Site" or "Platform").

We are registered in Delaware, United States, with our address at 1111B S Governors Ave STE 28882, Dover, DE 19904.

By accessing the Site or Platform, you confirm that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE, YOU ARE PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right to modify these Terms at any time. We will update the "Last updated" date above, and your continued use after that date constitutes acceptance of the revised Terms. Please review these Terms regularly.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

The Site is not tailored to comply with industry-specific regulations such as HIPAA or FISMA. If your use would be subject to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Authorized User" means you and any employees or contractors of your organization who are authorized to access and use the Platform.

• "Business Day" means all days except Saturdays, Sundays, and official public holidays in the United States.

• "Customer Content" means all of your non-public data, documents, files, images, text, and other content provided to TTML in connection with use of the Platform.

• "Documentation" means any documentation provided by TTML as part of the Platform or Solution, excluding source code.

• "Order Form" means a mutually executed order form or statement of work referencing these Terms that specifies the solution, pricing, term, and other details.

• "Platform" means TTML's proprietary Process Management Tools Software, its latest version, related Documentation, and all services and functionality made available to you.

• "Solution" means the Platform, including any customizations and services specified in an Order Form.

• "Work Product" means all original works, computer programs, findings, analyses, tools, applications, and other technical information created by TTML in the course of performing under these Terms.

3. Intellectual Property Rights

Unless otherwise indicated, the Site and Platform are our proprietary property. All source code, databases, functionality, software, designs, audio, video, text, photographs, graphics, trademarks, service marks, and logos (collectively, "Content" and "Marks") are owned or controlled by us and protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for your internal business purposes during the applicable billing period. This license is valid only for a single designated domain as specified by you and approved by TTML in writing.

You shall not

• Copy, modify, or create derivative works of the Platform

• Reverse engineer, disassemble, or decompile the Platform

• Access the Platform to build a competitive product

• Remove or alter any proprietary notices

• Sublicense, rent, lease, or transfer access to the Platform

• Use the Platform in violation of applicable laws

All right, title, and interest in the Platform, Documentation, and any customizations remain the sole and exclusive property of TTML. You retain sole and exclusive ownership of your Customer Content and all intellectual property rights related thereto.

4. User Representations

By using the Site and Platform, you represent and warrant that:

1. You have the legal capacity to agree to and comply with these Terms.

2. You are not a minor in your jurisdiction.

3. You will not access the Site through automated or non-human means (bots, scripts, etc.).

4. You will not use the Site or Platform for any illegal or unauthorized purpose.

5. Your use will not violate any applicable law or regulation.

6. You are the owner or authorized licensee of any Customer Content you submit, and have secured all necessary licenses, consents, and authorizations.

7. You will maintain a publicly available online privacy policy providing notice of data collection practices related to your Customer Content.

If any information you provide is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse future use of the Site.

5. Fees and Payment

We accept the following forms of payment: Credit Cards, ACH and Wire Transfers.

Pricing and Invoicing. Fees are specified in the applicable Order Form. All fees are non-refundable except as expressly stated in these Terms. Invoices are due within ten (10) days of the invoice date unless otherwise specified.

Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, and other taxes, excluding taxes on TTML's income. Sales tax will be added to purchases as required by applicable law.

Late Payments. Late payments accrue interest at one percent (1%) per month or the maximum rate permitted by law, whichever is lower. Failure to pay within the 10-day grace period may result in suspension of the Platform. If a payment default is not remedied within thirty (30) days of notice, it will be deemed an incurable material breach and TTML may terminate these Terms.

Expenses. TTML is entitled to reimbursement for reasonable out-of-pocket expenses (such as travel) agreed to in advance by you, subject to provision of relevant receipts.

All payments shall be in U.S. dollars.

6.  Cancellation and Termination

Subscription Cancellation. You may cancel your subscription at any time by logging into your account or contacting us at support@rhetor.ai. Cancellation takes effect at the end of the current paid term.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

Insolvency. Either party may terminate upon written notice if the other party becomes insolvent, ceases business, or becomes subject to bankruptcy or receivership proceedings not dismissed within sixty (60) days.

Effect of Termination. Upon termination:

• All licenses granted hereunder immediately expire

• TTML will cease providing the Solution and may block Platform access

• You must immediately cease all use of the Platform

• Each party shall return or destroy the other's Confidential Information upon request

• All accrued payment obligations remain due and payable

7.  Prohibited Activities

You may not access or use the Site or Platform for any purpose other than that for which we make it available. Without limiting the foregoing, you agree not to:

Data & Content

• Systematically retrieve data or content from the Site to create or compile a database, directory, or competing product without our written permission

• Copy or adapt the Site's software, including Flash, PHP, HTML, JavaScript, or other code

• Delete or alter any copyright, trademark, serial number, or other proprietary rights notices

• Remove or alter any trade names, trademark notices, labels, or identifying marks on the Platform

Account & Identity

• Trick, defraud, or mislead us or other users, including attempting to learn sensitive account information such as passwords

• Attempt to impersonate another user, person, or use another user's username

• Create user accounts by automated means or under false pretenses

• Collect usernames or email addresses of users by electronic or other means for the purpose of sending unsolicited email

Security & Technical Abuse

• Circumvent, disable, or otherwise interfere with security-related features of the Site or Platform

• Upload or transmit viruses, Trojan horses, time bombs, or any other harmful or malicious code

• Attempt to bypass any measures designed to prevent or restrict access to the Site or Platform

• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any software comprising the Platform

• Engage in unauthorized framing of or linking to the Site

• Upload or transmit any spyware, passive collection mechanisms, web bugs, 1×1 pixels, or similar tracking devices

Automation & Scraping

• Engage in any automated use of the system, including scripts, bots, scrapers, robots, or data mining tools

• Generate automated, fraudulent, or otherwise invalid impressions, inquiries, or conversions, including through fraudulent search engine optimization services

• Except as a result of standard search engine or browser usage, use or distribute any automated system that accesses the Site without authorization

Conduct & Commercial Misuse

• Use the Platform to build a competitive product or service, or otherwise use the Site for any revenue-generating endeavor not specifically approved by us

• Use any information obtained from the Site to harass, abuse, or harm another person

• Harass, annoy, intimidate, or threaten any of our employees or agents

• Make improper use of our support services or submit false reports of abuse or misconduct

• Disparage, tarnish, or otherwise harm us or the Site

• Use a buying agent or purchasing agent to make purchases on the Site

Legal & Regulatory

• Use the Site or Platform in a manner inconsistent with any applicable laws or regulations

• Include in Customer Content advertising for substances, services, or products that contravene applicable law in any jurisdiction where such content is displayed

• Engage in any other illegal or fraudulent business practice

• Interfere with, disrupt, or create an undue burden on the Site or any networks or services connected to it

8. Customer Content

You are solely responsible for all Customer Content you submit. You represent and warrant that you have all rights necessary to submit such content and that it does not infringe any third-party intellectual property rights or violate applicable laws.

You retain sole and exclusive ownership of your Customer Content. By using the Platform, you grant TTML a non-exclusive, worldwide, fully paid-up, royalty-free license to use, copy, store, and display your Customer Content solely to the extent necessary to provide the Platform and Solution to you.

You also grant TTML a non-exclusive, worldwide, perpetual, royalty-free license to use anonymized or aggregated Customer Content for training and improving TTML's AI models, provided such use complies with applicable data protection laws and does not disclose identifiable data.

TTML reserves the right to audit Customer Content for compliance with applicable laws upon reasonable notice. If non-compliant content is identified, you must remedy the issue within ten (10) Business Days, or TTML may suspend Platform access.

9. Feedback

If you submit feedback, suggestions, or ideas about the Platform to us, you grant TTML a non-exclusive, worldwide, royalty-free license to use such feedback for any lawful purpose. You retain ownership of your feedback, and we will not share it publicly without your consent.

10. Warranties and Disclaimers

TTML warrants that:

• The Platform and Solution will perform materially in accordance with applicable Documentation

• The Platform and Solution will be free from viruses, Trojan horses, time bombs, or other malicious code

TTML does not currently hold HIPAA or SOC compliance certifications. The Platform is not guaranteed to meet HIPAA, SOC, WCAG accessibility, or similar regulatory requirements.

TTML does not warrant or guarantee the accuracy, completeness, or appropriateness of any AI-generated content produced by the Platform. AI-generated content is provided on an "as-is" basis, and you assume full responsibility for verifying and using such content.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, TTML DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TTML DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

11. Training and Support

TTML will provide online support during the Term according to TTML's customary practice. For technical questions, submit requests to support@rhetor.ai during regular Business Days and hours (09:00–17:00 EST) at no additional charge.

Support outside regular business hours is available at TTML's then-current rates.

If TTML cannot correct a reported substantial platform error within thirty (30) days, you may terminate the Agreement with notice and receive a pro rata refund of any prepaid, unused fees.

Remote training is available upon request at TTML's standard scope; additional training may be offered at additional cost.

12. Limitation of Liability

IN NO EVENT WILL TTML OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TTML'S TOTAL LIABILITY ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO TTML IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms limits or excludes liability for gross negligence, fraud, or intentional misconduct. Limitations of liability also apply to the benefit of each party's shareholders, directors, officers, employees, agents, and affiliates.

13. Indemnification

By You. You agree to defend, indemnify, and hold TTML harmless from any loss, damage, liability, or claim arising from:

1. your use of the Site or Platform;

2. breach of these Terms;

3. breach of your representations and warranties;

4. your violation of any third-party rights, including intellectual property rights;

5. any Customer Content that infringes third-party rights or violates applicable law; or 

6. any harmful act toward another user.

By TTML. Each party agrees to protect the other's Confidential Information with at least the same care it uses for its own confidential information, and not to use or disclose such information except as required to perform under these Terms or as required by law. Confidentiality obligations survive for five (5) years following disclosure. Confidentiality obligations do not apply to information that:

1. is or becomes publicly available without breach;

2. was already known prior to disclosure;

3. was rightfully disclosed by a third party;

4. was independently developed; or

5. is required to be disclosed by law.

14. Dispute Resolution

Informal Negotiations. Before initiating arbitration, the parties agree to attempt to resolve any dispute informally for at least 90 days following written notice.

Binding Arbitration. Unresolved disputes will be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL. Arbitration will take place in Delaware.

Restrictions. Arbitration is limited to individual disputes. No class actions, class arbitrations, or representative proceedings are permitted.

Exceptions.The following disputes are not subject to arbitration:

1. disputes to enforce or protect intellectual property rights;

2. claims related to theft, piracy, or invasion of privacy; and

3. claims for injunctive relief.

15. Governing Law

These Terms shall be governed by the laws of the State of Delaware, United States. Any disputes shall be subject to the exclusive jurisdiction of the courts in Delaware, and both parties submit to such jurisdiction.

16. U.S. Government Rights

Our services are "commercial items" as defined in FAR 2.101. If acquired by or on behalf of any agency not within the Department of Defense, our services are subject to these Terms per FAR 12.212 and 12.211. If acquired by or on behalf of DOD agencies, our services are governed by DFARS 227.7202-3, and DFARS 252.227-7015 applies to technical data.

17. Site Management

We reserve the right, but not the obligation, to:

1. monitor the Site for violations;

2. take appropriate legal action against violators;

3. restrict or disable any Contributions;

4. remove files that are excessive in size or burdensome to our systems; and

5. otherwise manage the Site to protect our rights and property.

18. Modifications and Interruptions

We reserve the right to change, modify, or remove Site contents at any time without notice. We cannot guarantee the Site will be available at all times and are not liable for any loss, damage, or inconvenience caused by downtime or discontinuance.

19. Electronic Communications

By visiting the Site and using the Platform, you consent to receive electronic communications. You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.

20. Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, epidemics, government actions, labor disputes, or utility failures. The affected party must promptly notify the other party and use commercially reasonable efforts to resume performance. Force majeure does not excuse payment obligations for services already rendered.

21. Miscellaneous

Entire Agreement.These Terms, together with any applicable Order Form and Exhibits, constitute the entire agreement between the parties and supersede all prior understandings.

Amendment. These Terms may only be amended with the express prior written consent of both parties.

Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

Waiver. No waiver of any right is effective unless in writing.

Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger, change of control, or sale of substantially all assets, provided prior notice is given.

No Partnership. Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.

Language. All notices and communications shall be in English.

22. Contact Us

To resolve a complaint or receive further information, please contact us:

Email: support@rhetor.ai

Address: To The Moon Labs Inc., 1111B S Governors Ave STE 28882, Dover, DE 19904, United States of America