Terms & Conditions

These Terms of Use apply to the use of moonlit.ai, also defined herein as the Platform. By subscribing to and logging in to the Platform, you accept that these Terms of Use govern your use of the Platform.

The Platform is a research tool. The contents of its output is not legal advice.

1 General

1.1 These are the Terms of Use that govern the use of the AI-powered legal research solution that provides quick access to legal documents and insights across multiple EU jurisdictions, and a continuously growing international database of legal documents, available at moonlit.ai (herein defined as the "Platform"). The Platform consists of several features, content sources and modules.

1.2 The Platform is offered and operated by Moonlit Legal Technologies BV, a limited liability company incorporated under the laws of the Netherlands, having its statutory seat in Borne, the Netherlands and its office address at the Keizersgracht 562, in (1017 EM) Amsterdam, the Netherlands, registered in the Dutch Chamber of Commerce with registration number 93559291 (hereinafter ‘Moonlit’);

1.3 In these Terms of Use, the word "Customer" means the natural person or legal entity that enters into an agreement with Moonlit, by subscribing to a free, premium or other account on moonlit.ai, through execution of a Service Order, or that requests an offer from Moonlit. The word Customer includes all authorised users included in the agreement of the Customer (hereinafter ‘Authorized Users’).

1.4 General terms and conditions used by the Customer are hereby, and also in the negotiation process on a Service Order with the Customer, expressly rejected by Moonlit and do not form part of the agreement, unless otherwise agreed in writing.

2 Applicability of Terms of Use

2.1 These Terms of Use apply to all offers made by Moonlit and to all agreements and other legal relations between Moonlit and the Customer and it’s Authorized Users. These Terms of Use also apply to follow-up agreements and new agreements with the Customer.

2.2 Before subscribing and logging in to the Platform, we inform the Customer of and provide a link to these Terms of Use. These Terms of Use are also attached to every Service Order. In addition, these Terms of Use are always easily electronically accessible on the website

https://www.moonlit.ai/terms, where they can be easily saved or printed for later reference. Upon request, a copy will be sent to the Customer free of charge and without delay.

2.3 Deviations from these Terms of Use shall apply only if agreed to in writing by an authorised representative of Moonlit.

3 Service Orders

3.1 All offers for tailor made subscriptions for the use of the Platform shall be made by Moonlit in the form

of a Service Order. All offers are without obligation (in Dutch: vrijblijvend) and remain revokable until immediately (in Dutch: onverwijld) after acceptance.

3.2 The agreement on the basis of a Service Order is concluded by the signing thereof by the Customer and Moonlit.

3.3 In case of deviations between the Service Order and any annexes thereto on the one hand and these Terms of Use on the other hand, the Service Order and the annexes thereto shall prevail.

4 Authorised users

4.1 The Platform is offered on a ‘per user' basis, meaning that subscriptions may be used by one person only, such person herein defined as the "Authorised User". Accounts may not be used by any other persons than Authorised Users and the Customer will not make the Platform available to any third party (affiliates included).

4.2 The Authorized User is responsible for keeping its the login credentials and those of authorised users confidential. As soon as the Customer becomes aware or has reason to suspect that login credentials have fallen into the hands of unauthorized persons, the Customer must immediately notify Moonlit thereof, without prejudice to the Customer and its Authorized Users own responsibility to take immediate and effective action, for example by changing login credentials.

4.3 The Customer is responsible and liable as against Moonlit for compliance and any use of the Platform or Output by an Authorised User. Any act or omission by an authorised user shall be considered an act or omission of the Customer. The Customer will indemnify Moonlit from all damages and costs arising from and/or related to the use of the Platform by authorised users or by third parties via the Customer 's login credentials.

5 Right to use the Platform and Output

5.1 Subject to the Customer's compliance with its payment obligations, the Customer will have a nonexclusive, non-transferable and non-sublicensable right to access and use the features, content sources and modules of the Platform that are offered with the relevant subscription or agreed in the Service Order (if applicable) during the Term of the Agreement and in accordance with the terms hereof.

5.2 The information that the Customer obtains as a result of the use of the Platform is herein defined as "Output". The Customer may use Output in accordance with these Terms of Use and solely within the course of its ordinary business activities, for instance as part of providing legal advice to clients and for the purpose of writing news articles, blogs et cetera. For avoidance of doubt, but without prejudice to the restrictions in these Terms of Use, this includes the right to disclose Output to third parties.

5.3 Use of the Platform and use and disclosure of Output by the Customer, as well as use of Output by

recipients (of recipients et cetera) of the Customer, is solely on account of the Customer and at its sole risk and expense. The Customer assumes full liability for the use of Output that is found or generated as a result of its use of the Platform and understands and acknowledges that Output may be incorrect, inaccurate, incomplete or irrelevant for the purposes of the Customer generally or in the circumstances at hand.

5.4 The Customer shall indemnify, defend and hold harmless Moonlit and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees) in connection with a claim of a third party that arises out of or relates to the allegation that Output as used and/or disclosed by the Customer was incorrect, inaccurate, incomplete or irrelevant.

5.5 The Customer shall not use or disclose Output (a) in such a manner that would eliminate the need for Customer’s recipients to obtain a separate license from Moonlit to receive the Output, or (b) in a recurrent manner as part of the distribution of automated reports to clients or other third parties. The Customer shall not offer or develop for sale and/or redistribution a product that competes with any product or service of Moonlit.

6 Queries

6.1 In using the Platform, the Customer shall provide input in order to search for and find information in the database of the Platform, such as search queries and prompts. Such input and the contents thereof are herein defined as "Queries".

6.2 Queries include all works, texts, data, information, prompts and other materials provided, communicated or made available by the Customer to Moonlit for use in connection with the Platform, including, without limitation, customer applications, data files, and graphics. Data in this regard means data submitted to and stored within the Platform by the Customer and its authorized users in connection with the Customer’s use of the Platform (and includes any such data held in Moonlit’s backups if any).

6.3 Queries are not considered to be subject to any intellectual property rights. Moonlit has the right to process and share Queries with third party suppliers, including suppliers of AI-components of the Platform, in order for the Platform to function. Moonlit also has the right to use Queries and the interaction of the Customer with the Platform on an anonymous basis (not linked to the Customer or any of its Authorized Users) for data-analytics, maintenance and development of the Platform.

6.4 The Customer shall not use any content that is confidential or sensitive to persons in Queries. As

noted in the confidentiality clause, any content in Queries is excluded from the definition of Confidential Information.

6.5 The Customer guarantees that Queries do not, and will not, (i) infringe upon any third-party rights or

any legal obligations imposed on it; or (ii) violate any applicable laws.

6.6 The Customer shall indemnify, defend and hold harmless Moonlit and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees) in connection with any claim of a third party (other than an affiliate of an indemnitee) that arises out of or relates to an allegation that Queries infringe third-party rights, violate applicable laws or are in violation of these Terms of Use.

7 Fees and payment

7.1 Access to the Platform is provided on a subscription basis for which payment of fees is made in advance of each subscription term. At the start of each subscription term, Moonlit shall invoice and the Customer shall pay Moonlit the subscription fees in accordance with this article.

7.2 Fees shall be paid in euros and are exclusive of VAT. Payment of invoices shall occur within 14 days of

the invoice date, without the right of set off or suspension. In case of late payment, the Customer is in default (verzuim) by operation of law (without notice (ingebrekestelling)) and interest is due to an amount of 1% of the invoice amount outstanding per month. Part of a month shall be construed as being a full month. Payment is late when the amount due has not yet been transferred to the bank account of Moonlit that was written on the invoice on the 15th day following the invoice date.

7.3 The Customer is liable for all judicial and extrajudicial costs incurred in enforcing payment of invoices, to a minimum of 15% of the invoice amount outstanding inclusive of interest due. In the event that Moonlit is forced to start legal proceedings to enforce payment of invoices, the Customer shall pay the actual costs thereof, among which legal fees, fees of court representatives and court fees, also if these rise above what the court orders the Customer to pay. Insofar as the Customer does not act in the exercise of a profession or business, Moonlit is entitled to an amount equal to the statutory maximum permitted compensation with respect to extrajudicial collection costs.

7.4 In case of late payment by the Customer and after being informed thereof in writing, Moonlit is entitled to suspend performance of the agreement. Moonlit is not liable for any damage to the Customer or third parties as a result of such suspension.

7.5 Moonlit is entitled to make changes to its fees from time to time. Per 1 January of each calendar year, Moonlit shall also have the right to increase its fees in accordance with the ‘Services Price Index’ (in Dutch: DPI) as published by Statistice Netherlands (CBS) plus a maximum of 2%.

8 Restrictions of use

8.1 The Customer shall not use the Platform in a way that (i) is prohibited by law, (ii) in any way violates

the rights of others, (iii) tries to gain unauthorized access to, or disrupt the Platform or any other service, device, data, account, or network, (iv) distributes harmful code or any form of spam, (v) could harm the Platform, Moonlit, or others, or (vi) otherwise impair the Platform or anyone else’s use of it. The Customer shall not use the Platform in breach of these Terms of Use.

8.2 Except to the extent required by mandatory law, the Customer shall not modify, translate, reproduce, decompile, reverse engineer, merge with other works, create derivative works of, or otherwise attempt to extract or derive the source code of the software of the Platform or any part thereof.

8.3 The Customer shall not use the Platform to train machine learning models or related technologies.

8.4 The Customer may not access (or attempt to access) the Platform by any means other than through the interface that is provided by Moonlit, unless the Customer has been specifically allowed to do so in a separate written agreement with Moonlit. The Customer specifically agrees not to access (or attempt to access) of the Platform through any automated means (including use of scripts or web crawlers). The Customer may not circumvent security measures, including measures to block harmful content, in any way possible.

8.5 The Customer shall not engage in any activity that interferes with or disrupts the Platform (or the servers and networks which are connected to the Platform).

8.6 The Customer also may not (i) make the Platform available to any other person than the authorised

users, (ii) resell or redistribute access and use rights to the Platform, (iii) access the Platform in order to build a competitive product or service, (iv) (permit anyone to) copy or republish (any content of) the Platform, or (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software of the Platform.

8.7 Without limiting any of Moonlit’s other rights, the Customer's actual or suspected violation of the

terms in this article may result in suspension of the Customer's use of the Platform. Moonlit will suspend the Customer's use of the Platform only to the extent and for the time period reasonably necessary to address said violation. Unless Moonlit believes an immediate suspension is required, Moonlit will provide reasonable notice before suspending the Customer’s use of the Platform.

Moonlit may seek all reasonable legal remedies available to it if a violation of this article occurs. Moonlit shall not be liable to the Customer or any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Platform in accordance with this article.

9 Disclaimer of warranties

9.1 In the performance of the agreement, Moonlit shall exercise the due care and shall act as may be expected of a reasonably competent and reasonably legal information provider. Moonlit makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Platform or the Output.

9.2 The Customer knows and acknowledges that the Platform relies on a database of documents and information that is provided by third parties and that several tools and solutions developed by third parties, including AI-solutions, are used in the provision of the Platform. Moonlit is not responsible for the correctness, accuracy or completeness of any content of the Platform or any Output, including without limitation any AI-generated summaries and answers. The Customer is and shall at all times remain solely responsible for any use of Output.

9.3 To the extent permitted under applicable mandatory law, Moonlit does not represent or warrant that (a) the use of the Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, application, system or data, (b) the Platform will meet the Customer's requirements or expectations, (c) Output will be correct, accurate or complete, (d) errors or defects in the Platform will be corrected, or (e) the Platform or the server(s) that make it available are free of viruses or other harmful components. Moonlit does not guarantee that any lost data can be recovered.

9.4 The Platform is provided to the Customer strictly on an "as-is" and "as-available" basis. Moonlit can keep one or more parts of the (software that is used to perform the) Platform temporarily offline and/or limit the use thereof if Moonlit deems this to be necessary, for example for preventive maintenance or to make corrections. Moonlit will notify the Customer as much as commercially reasonably possible about any temporary unavailability or limited use of Platform.

9.5 Moonlit may make changes to the (features, content sources and modules of the) Platform from time to time, provided that such changes do not materially degrade the performance of or functionality of the Platform.

9.6 All conditions, representations and warranties, whether express, implied, statutory or otherwise,

including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable mandatory law.

9.7 The Customer acknowledges and agrees that the entire risk arising out of its use of the Platform and Output, as well as the use by any person who receive Output directly or indirectly from the Customer, remains solely with the Customer to the maximum extent permitted by applicable mandatory law and for which the Customer agrees to hold Moonlit and its affiliates harmless.

10 Customer warranties

10.1 The Customer warrants that it will not generate and/or distribute content using the Platform with the intention to misinform, misrepresent or mislead, including by misrepresenting the origin of AIgenerated Output by claiming that it was created by a human, or presenting AI-generated Output as original work, in order to mislead.

10.2 The Customer shall also refrain from making misleading claims of expertise or ability by making use of Output, and from making automated decisions in areas that affect material or individual rights or well-being (e.g., without limitation, finance, legal, employment, healthcare, housing, insurance, or social security).

10.3 The Customer shall indemnify, defend and hold harmless Moonlit and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees) in connection with a claim of a third party that arises out of or relates to a breach of the abovementioned warranties by the Customer.

11 Intellectual property rights

11.1 For the purposes of these Terms of Use, Intellectual Property Rights are any existing and future registered and unregistered rights granted, applied for or otherwise in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection, in any part of the world. Each Party will retain ownership of all its Intellectual Property Rights.

11.2 The agreement between the parties does not result in any transfer of Intellectual Property Rights

between the parties. Moonlit reserves all right, title, and interest in and to the Platform and any documentation in relation thereto, including all Intellectual Property Rights therein. The Customer has no right, license, or authorization with respect to any of the Platform and any documentation in relation thereto (including updates or modifications thereto), except as expressly set forth in these Terms of Use.

11.3 Moonlit shall be entitled to use the Customer’s trade name and trademarks for marketing purposes.

12 Confidentiality

12.1 For the purposes of these Terms of Use, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) disclosed, or made available, by a party, or on behalf of a party, to the other party that are confidential by their nature or identified as confidential at time of disclosure or made available under circumstances that would reasonably indicate confidential treatment, with the exception of Queries. Queries are expressly excluded from being Confidential Information.

12.2 Confidential Information includes, but not limited to, information consisting of or relating to the disclosing party’s know-how, confidential business activities or financial information, trade secrets, business operations, plans, strategies, pricing and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as 'confidential'.

12.3 Each party (the "Discloser") may disclose or make available Confidential Information to the other party (the "Receiver").

12.4 Confidential Information does not include information that:

− was rightfully known to the Receiver without restriction on use or disclosure prior to such information being disclosed or made available to the Receiver in connection with the agreement between the parties;

− was or becomes generally known by the public other than by the Receiver´s or any of its representative’s non-compliance with the agreement between the parties;

− was or is received by the Receiver on a non-confidential basis from a third party that, to the Receiver’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

− was or is independently developed by the Receiver without reference to or use of any Confidential Information.

12.5 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiver shall:

− not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

− except as may be permitted by and subject to its compliance with Article 8.4, not disclose or permit access to Confidential Information other than to those of its employees and contractors who: (i) need to know such Confidential Information for purposes of the Receiver’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiver’s obligations under this Article 8; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Article 8;

− safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care: (i) with respect to trade secrets, for so long as such trade secrets qualify as trade secrets under the applicable laws, (ii) with respect to the Platform and

Documentation, in perpetuity, and (iii) with respect to all other Confidential Information, for five

(5) years from the date of receipt of such information; and

− ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Article 8.

12.6 The Receiver may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the Receiver shall use reasonable efforts to promptly notify the other party prior to such disclosure, and provides reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

12.7 Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized

disclosure of the other party’s Confidential Information.

12.8 Data Protection and Security

12.9 Moonlit shall process personal data of employees of the Customer in order to provide access to the Platform to Authorised Users. This personal data will be processed in accordance with Moonlit's Privacy Statement and the applicable laws and regulations, including the GDPR.

12.10 If required given the nature of the relationship between the parties as set forth herein, the parties will enter into a separate data processing agreement in accordance with Article 28 GDPR, to the extent Moonlit processes personal data on behalf of the Customer.

12.11 The Customer acknowledges and agrees that any personal data that it uploads on the Platform is processed in accordance with applicable laws, including the GDPR, by or on behalf of the Customer.

13 Force majeure

13.1 In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached the agreement, for any failure or delay in fulfilling or performing the agreement, except for any payment obligation, when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control.

13.2 Such circumstances include flood, fire, earthquake, explosion, other catastrophes, such as epidemics,

war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of the agreement, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

13.3 Moonlit shall also not be liable to the Customer for the services and content of third-party suppliers each party’s sole remedy will be against the applicable third-party supplier

and services that are connected to or part of the Platform.

14 Limitations of liability

14.1 The liability of either party for damages of the other party is limited to damages that are the direct

and immediate result of the breach or act or omission from which the liability arises (direct damages).

14.2 The parties are not in any case liable for indirect or consequential damages, among which damages

such as those in the form of loss of turnover, loss of profit, interruption of business, loss of anticipated savings or wasted expenditure (including management time), reputational damage, loss of goodwill, loss of data or damage to data, or damage claims of third parties.

14.3 The liability of the parties is at all times limited to the amount that is paid out in the specific case

under the liability insurance of the relevant party, or, in case there is no insurance pay-out, to the amount that the Customer has paid or should have paid to Moonlit for its subscription to the Platform in the calendar year preceding the act or omission or series of acts or omissions alleged to give rise to the liability.

14.4 Unless agreed otherwise, default (verzuim) in case of an attributable breach in the performance of the

agreement is established only after the other party has notified the breaching party in writing, giving it an opportunity to fulfil its obligations within a reasonable term, and this term passes without fulfilment of the obligations.

14.5 The exclusions and limitations of liability in this article do not apply in case of intent or deliberate

recklessness on the part of the liable party.

14.6 Claims for damages expire after a period of 3 months from the day following the day on which the party became aware, or reasonably could have become aware, of the damages and of the other party as the liable party.

14.7 The limitations of liability in this article apply irrespective of the legal nature and legal basis of the

liability claim or form of the action, whether a claim for damages on the basis of breach of agreement, a claim for damages on the basis of unlawful act or omission, a claim on the basis of an obligation to make performances undone after dissolution of an agreement, or otherwise.

15 Term and termination

15.1 The agreement between the parties is entered into for the period of the subscription term. If the

parties have not expressly agreed in writing to another subscription term, a term of twelve (12) months shall be applicable, after which the agreement shall automatically renew with subsequent twelve (12) month periods. Subscriptions entered into for a different period shall automatically renew with the same period. With each renewal the prices shall be adjusted to the most recently published prices by Moonlit.

15.2 Each party may solely terminate (opzeggen) the agreement for convenience taking into account three

(3) months written notice prior to the end of the then current term.

15.3 Each party may fully or partially terminate (opzeggen) the agreement in writing with immediate

effect without notice of default in case the other party is granted suspension of payment or bankruptcy is filed with regard to the other party, or if the other party has lost its right to free disposal of its property otherwise. In case of termination on this ground, all claims by the terminating party on the other party are due and payable with immediate effect.

15.4 At Moonlit’s request, the Customer shall promptly return, delete or dispose of all Moonlit’s Confidential Information and confirm in writing that it has done so. The Customer may, however, keep copies of Confidential Information as part of archival records stored on backup systems, provided that these will remain subject to the confidentiality clause in these Terms of Use.

16 Other provisions

16.1 Capitalised words have the meaning assigned to them in these Terms of Use.

16.2 Moonlit has the right to engage third parties to be involved in the performance of the agreement between the parties.

16.3 No modification, amendment, supplement to, or waiver of these Terms of Use, a Service Order or any other written agreement between the parties, or any of the provisions or parts, will be binding on the parties unless made in writing and signed by an authorized representative of each of the parties.

16.4 Should any provision of these Terms of Use, a Service Order or any other written agreement between

the parties become partially or fully ineffective, the other provisions shall remain unaffected. The ineffective provision is, in such a case, considered to be replaced by a provision that is effective and differs as little as possible from the content and scope of the original provision.

16.5 Failure from the part of a party to insist on performance of an obligation of the other party or to

exercise any right does not waive any rights of the former party.

16.6 The legal relationship between the parties cannot be transferred without the prior written approval of the other party, except to group companies. This provision has effect under property law as intended in article 3:83 paragraph 2 of the Dutch Civil Code.

16.7 The legal relationship between Moonlit and the Customer on the basis of these Terms of Use, a Service Order or any other written agreement between the parties, including any subsequent agreements, are exclusively governed by the laws of the Netherlands. Any dispute in relation thereto shall be brought exclusively before the competent court in Amsterdam, the Netherlands.