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Terms & Conditions
Last Updated: September 10, 2026
These Terms & Conditions (“Terms”) govern access to and use of the MOXIES website, services, platforms, digital systems, software-enabled services, communications, and related offerings provided by Moxies Market LLP, doing business as MOXIES (“MOXIES,” “Moxies,” “we,” “us,” or “our”).
“Client,” “you,” and “your” refer to any individual or business that accesses our website, requests information, purchases, receives, accesses, or uses our services, or enters into a business relationship with MOXIES.
By accessing our website, submitting an inquiry, requesting services, purchasing services, signing a Service Agreement, approving a proposal or Statement of Work, or otherwise using MOXIES services, you acknowledge that you have read, understood, and agree to these Terms.
Where MOXIES and a Client enter into a separate written Service Agreement, proposal, order form, Statement of Work, Exhibit, Change Order, or other written agreement, that agreement will govern the specific services covered by it. In the event of a direct conflict concerning project-specific scope, pricing, deliverables, timelines, or commercial terms, the applicable signed agreement or project-specific document will control. These Terms will continue to apply to all other matters unless expressly superseded in writing.
1. Nature of the Relationship
MOXIES provides services as an independent service provider.
Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between MOXIES and the Client.
Neither party has authority to bind the other except where expressly authorized in writing.
2. Services
MOXIES provides digital infrastructure, technology, development, automation, implementation, business systems, marketing-support, and related services.
Depending on the applicable project or agreement, services may include website design and development, website management, e-commerce implementation, CRM systems, pipelines, forms, calendars, customer communication tools, email systems, SMS systems, telephone systems, lead management, review management, marketing automation, workflow automation, artificial intelligence systems, AI agents, appointment scheduling, analytics, reporting, integrations, payment-related integrations, shipping integrations, customer portals, estimating tools, digital infrastructure configuration, technical support, and related services.
The specific services and Deliverables provided to a Client are limited to those expressly identified in the applicable written scope, Service Agreement, proposal, Statement of Work, Exhibit, order form, or Change Order.
No service, feature, integration, product, SKU, variant, page, workflow, migration, customization, redesign, support obligation, or other Deliverable will be considered included merely because it was discussed, demonstrated, technically possible, or referenced informally.
3. Project Scope
Each Client engagement is based upon an agreed scope.
The agreed project price and timeline may depend upon factors including the number and complexity of pages, products, SKUs, variants, integrations, workflows, automations, accounts, users, locations, features, data records, migrations, revisions, or other Deliverables disclosed at the time the scope is approved.
A material increase in volume, complexity, functionality, integrations, content, or project requirements may constitute Additional Work.
MOXIES is not required to perform work outside the agreed scope at the original project price.
Additional Work may require additional fees, additional time, a Change Order, a revised Statement of Work, or other written approval.
4. Additional Work and Scope Changes
A “Scope Change” includes any material request outside the agreed scope.
This may include additional products, SKUs, variants, pages, integrations, workflows, automations, custom functionality, major design changes, redesigns, additional migrations, substantial content changes, additional systems, new business requirements, or other increases in complexity or workload.
MOXIES may provide a revised price, revised timeline, Change Order, or separate Statement of Work for such requests.
MOXIES is not obligated to begin Additional Work until the Client approves the applicable fees, timeline, or scope modification.
5. Bugs Versus New Work
A “Bug” means a material failure of an agreed Deliverable to function substantially in accordance with the approved scope.
A request for new functionality, redesigned functionality, additional pages, additional products, new integrations, new workflows, changed business requirements, substantial content revisions, or functionality not originally included is not a Bug and may be treated as Additional Work.
6. Client Responsibilities
The Client must timely provide all information, materials, decisions, approvals, credentials, access, permissions, and cooperation reasonably necessary for MOXIES to perform the Services.
Depending on the project, this may include business information, branding assets, product information, pricing, SKUs, variants, images, weights, dimensions, inventory information, shipping requirements, policies, legal disclosures, customer-facing content, domain access, hosting access, CRM access, payment-platform access, software accounts, API credentials, authentication approvals, marketing accounts, phone systems, email systems, data, and other requested materials.
The Client represents that information supplied to MOXIES is, to the best of its knowledge, accurate, complete, current, lawful, and authorized for the intended use.
The Client remains responsible for reviewing and verifying its own business information and Client-provided data.
7. Client-Provided Materials
The Client is solely responsible for obtaining any rights, licenses, permissions, releases, and authorizations necessary for MOXIES to use materials provided by the Client.
This includes trademarks, logos, photographs, written content, video, product information, customer data, marketing materials, designs, intellectual property, and other content.
The Client represents that MOXIES’ authorized use of Client-provided materials will not violate third-party intellectual-property, privacy, publicity, contractual, or other rights.
MOXIES may format, migrate, import, configure, reproduce, display, transmit, or otherwise process Client materials as reasonably necessary to perform the Services.
8. Client Delays
MOXIES project schedules rely on timely Client cooperation.
Where the Client delays providing information, materials, approvals, credentials, access, verification, feedback, decisions, or other required items, applicable project schedules and target dates may be extended accordingly.
MOXIES is not responsible for delays materially caused by the Client, changed Client instructions, incomplete or inaccurate information, unavailable Client systems, or other Client-controlled dependencies.
Projects experiencing prolonged Client delays may be paused, rescheduled, or reprioritized.
9. Project Timelines
Unless a signed agreement expressly identifies a date as a firm contractual deadline, project schedules, completion estimates, and launch dates are good-faith targets rather than guarantees.
Timelines assume timely Client cooperation, stable project scope, availability of required information and systems, and reasonable availability of third-party services.
A project timeline may be reasonably extended due to Client delays, approved Scope Changes, technical dependencies, third-party delays, security or verification requirements, or circumstances outside MOXIES’ reasonable control.
10. Review and Approval
Where MOXIES provides Deliverables for review, the Client is responsible for reviewing the work and notifying MOXIES of material errors or failures to conform to the agreed scope.
Unless another period is specified in a Client agreement, MOXIES may request review, approval, corrections, or feedback within a reasonable period.
Where a Client agreement specifies a four-business-day review period, that period will control for that engagement.
A Deliverable may be deemed accepted upon the earliest occurrence of written approval, an instruction to publish or launch the Deliverable, commercial use of the Deliverable, or expiration of an applicable review period without notice of a material failure to conform to the agreed scope.
11. Revisions
Revisions are limited to the revision rights stated in the applicable scope or Client agreement.
A revision is intended to refine an agreed Deliverable. It does not automatically include a new concept, new functionality, substantial redesign, new integration, major structural change, or expansion of the project scope.
Requests beyond the included revision scope may constitute Additional Work.
12. Account Access
The Client agrees to provide MOXIES with account access, permissions, credentials, API keys, verification approvals, authentication approvals, or other authorization reasonably necessary to provide the Services.
Where reasonably available, the parties should use separate accounts, delegated access, role-based permissions, platform invitations, or similar access methods instead of sharing the Client’s primary password.
The Client retains ownership and ultimate administrative control of its business accounts, including primary administrator credentials, billing information, recovery methods, and multi-factor authentication methods.
13. Security
MOXIES will use commercially reasonable security practices to protect credentials, API keys, Client data, and other sensitive information under its control.
Security measures may include multi-factor authentication, least-privilege access, access controls, secure credential handling, and timely removal of unnecessary access where practicable.
If MOXIES becomes aware of a suspected security incident materially involving Client credentials, Client data, or account access under MOXIES’ control, MOXIES will take commercially reasonable steps to contain the incident and notify the affected Client without unreasonable delay.
No electronic system can be guaranteed to be completely secure.
MOXIES is not responsible for unauthorized access arising primarily from compromised Client devices, Client-controlled credentials, Client-authorized users, weak Client security practices, or circumstances outside MOXIES’ reasonable control.
14. Third-Party Services
MOXIES Services may rely upon or interact with third-party software, services, platforms, APIs, hosting providers, communication providers, payment processors, CRM systems, shipping systems, AI providers, cloud providers, analytics systems, domain registrars, carriers, accounting systems, or other external technology.
Examples may include GoHighLevel, Square, ShipStation, UPS, Google services, payment processors, hosting providers, communication platforms, AI systems, and other third-party services.
These services are owned and controlled by their respective providers and are subject to those providers’ terms, pricing, policies, eligibility requirements, technical requirements, and availability.
Except to the extent directly caused by MOXIES’ breach of an applicable agreement or failure to exercise commercially reasonable security practices, MOXIES is not responsible for a third party’s outage, security incident, delay, error, pricing change, policy change, feature change, API change, account suspension, approval decision, service restriction, verification requirement, service discontinuation, rate limit, functionality change, or other act or omission.
MOXIES does not guarantee the continued availability of any third-party service or integration.
15. Changes to Third-Party Services
Third-party providers may modify or discontinue their products, APIs, pricing, functionality, technical requirements, or policies at any time.
If such a change requires MOXIES to modify, rebuild, replace, reconfigure, migrate, or develop part of a Client system, the required work may constitute Additional Work unless the applicable Client agreement expressly includes it as ongoing support.
16. Third-Party Fees
Unless expressly included in an applicable Client agreement, all third-party charges are separate from MOXIES fees and remain the Client’s financial responsibility.
These charges may include software subscriptions, transaction fees, payment-processing fees, postage, carrier fees, hosting fees, domain fees, API charges, communication usage, SMS charges, telephone charges, email usage, AI usage, cloud costs, advertising spend, taxes, app subscriptions, and similar external expenses.
If a Client agreement expressly includes the cost of a third-party service within a recurring MOXIES fee and that third-party cost later increases, MOXIES may adjust the recurring fee to reflect the corresponding increase upon reasonable notice to the Client.
17. Artificial Intelligence and Automation
Certain MOXIES Services may use artificial intelligence, machine-generated content, automated communications, AI agents, algorithmic systems, or other automated technologies.
Such systems may assist with lead response, lead qualification, customer communication, appointment scheduling, follow-up, CRM updates, workflow execution, customer support, routing, marketing, reporting, content assistance, and other business functions.
Artificial intelligence and automated systems may produce incorrect, incomplete, outdated, inappropriate, or unexpected outputs.
MOXIES does not guarantee the accuracy of AI-generated or automated output.
The Client remains responsible for determining the appropriate level of human review and supervision for automated systems used in its business.
AI-generated information should not be relied upon as a substitute for professional legal, financial, tax, medical, regulatory, safety-critical, or other professional advice.
18. SMS, Email, Telephone, and Electronic Communications
MOXIES may provide technical infrastructure used for SMS, email, telephone communications, automated follow-ups, appointment reminders, AI-assisted communications, marketing communications, or related messaging.
The Client is responsible for the legality of its own communication practices and contact lists.
The Client is responsible for obtaining legally required consent and complying with applicable laws, regulations, carrier rules, platform requirements, registration requirements, opt-in requirements, opt-out requirements, marketing restrictions, and consumer-protection obligations.
Where applicable, messaging systems may support recognized opt-out and assistance commands such as STOP and HELP.
MOXIES provides technical functionality but does not guarantee that a Client’s campaigns, communications, consent procedures, contact lists, or business practices satisfy every legal requirement applicable to that Client.
19. E-Commerce Services
Where MOXIES provides e-commerce development, store implementation, catalog configuration, product import, payment integration, shipping integration, checkout configuration, workflow automation, or related services, the scope will be limited to the items expressly included in the applicable Client agreement.
The agreed project price may be based upon a specified or approximate volume of products, SKUs, variants, collections, pages, integrations, workflows, or data.
That agreed volume constitutes a scope boundary for pricing and planning.
A material increase in the number of products, SKUs, variants, pages, integrations, migrations, required data cleanup, features, or project complexity may constitute Additional Work and may require additional fees and time.
20. Product Information and Compliance
The Client is responsible for the accuracy, completeness, legality, and regulatory compliance of all product-related information provided to MOXIES.
This includes product names, descriptions, images, SKUs, variants, pricing, discounts, weights, dimensions, inventory, warnings, ingredients or specifications where applicable, product claims, shipping classifications, availability, restrictions, tax information, customer disclosures, refund terms, and other product information.
MOXIES may configure, import, display, migrate, or format this information but does not independently warrant or certify its accuracy, legality, safety, or regulatory compliance.
21. Merchant and Product Responsibility
Unless expressly agreed otherwise, MOXIES is not the merchant of record, seller, manufacturer, distributor, fulfillment provider, shipping carrier, or payment processor for products sold through a Client’s business.
The Client is solely responsible for its own products and services, including legality, product safety, labeling, claims, regulatory obligations, warranties, inventory, taxes, customer service, refunds, returns, fulfillment, and consumer disputes.
22. Inventory
Where inventory is displayed, synchronized, imported, or managed through a website or third-party system, accuracy may depend upon systems outside MOXIES’ control.
The Client is responsible for reviewing and maintaining accurate inventory information unless ongoing inventory management is expressly included as a MOXIES service.
MOXIES does not guarantee that third-party inventory synchronization will operate continuously, instantly, or without error.
23. Shipping and Fulfillment
Unless expressly agreed otherwise, MOXIES does not provide warehousing, physical packaging, fulfillment, transportation, carrier services, or delivery services.
Where MOXIES configures shipping calculations, rates, labels, fulfillment notifications, integrations, or related functionality, MOXIES provides technical implementation only.
The Client remains responsible for product weights and dimensions, shipping rules, shipping prices, packaging, fulfillment, carrier selection, customer addresses, dispatch, delivery expectations, lost shipments, damaged shipments, customer communications, returns, and shipping-related disputes.
MOXIES does not guarantee third-party carrier rates, delivery dates, carrier availability, tracking availability, or shipping-provider performance.
Advanced features such as real-time tracking, automatic label generation, multi-location fulfillment, custom carrier logic, or additional shipping integrations are included only when expressly stated in the applicable scope.
24. Payment Processing
MOXIES may integrate or configure third-party payment processors.
Unless expressly stated otherwise, MOXIES does not itself process the Client’s customer payments.
Payment processors may impose verification requirements, reserves, holds, transaction limits, underwriting requirements, account restrictions, fraud controls, disputes, chargebacks, or other policies.
MOXIES is not responsible for frozen funds, payment holds, failed transactions, declined payments, payment-processing delays, fraud decisions, account suspensions, reserve requirements, processor outages, chargebacks, or other payment-processor decisions outside MOXIES’ control.
25. Taxes
The Client is responsible for determining, collecting, reporting, and remitting taxes associated with the Client’s business, products, and services.
This may include sales tax, use tax, VAT, excise tax, or other applicable taxes.
MOXIES may assist with technical configuration of tax-related settings when included in the applicable scope, but MOXIES does not provide tax advice and does not guarantee that a technical configuration satisfies the Client’s tax obligations.
26. Customer Service, Returns, and Refunds to the Client’s Customers
Unless expressly included in the applicable scope, the Client is responsible for customer service relating to the Client’s own products or services.
This includes customer complaints, refunds, returns, exchanges, warranties, product questions, order issues, delivery disputes, fulfillment disputes, and consumer claims.
MOXIES may build or configure systems that assist with such processes but does not thereby become responsible for the underlying transaction between the Client and its customer.
27. Fees
Clients agree to pay the fees identified in the applicable Service Agreement, proposal, invoice, Statement of Work, Exhibit, subscription, or other written commercial terms.
Fees may include one-time project fees, setup fees, deposits, milestone payments, monthly recurring charges, maintenance fees, support fees, third-party costs, usage fees, Additional Work, or other agreed charges.
28. Recurring Billing
Where the Client authorizes recurring billing, the Client authorizes MOXIES or its designated payment processor to charge the approved payment method when recurring fees become due.
Such authorization continues until recurring services are properly terminated in accordance with the applicable agreement and these Terms.
29. Late or Failed Payments
If a payment becomes overdue or fails, MOXIES may, upon reasonable notice where practicable, pause project work, delay deployment, delay handoff of unpaid Deliverables, suspend support, restrict access to Services, or suspend ongoing services until outstanding amounts are paid.
Suspension does not eliminate amounts already earned, incurred, or due.
30. Refunds and Cancellation of Project Work
Unless an applicable Client agreement expressly states otherwise, one-time project fees and setup fees may be non-refundable once paid and work has commenced.
Fees attributable to Services already performed, custom development already completed, Client-specific work, Additional Work, and non-cancellable third-party expenses are non-refundable to the extent permitted by law.
MOXIES does not guarantee refunds of third-party charges because those charges are governed by the third-party provider.
31. Payment Disputes and Chargebacks
Clients should notify MOXIES promptly of disputed charges and provide MOXIES a reasonable opportunity to investigate and resolve the concern before initiating a payment dispute where reasonably practicable.
Nothing in these Terms waives any non-waivable rights available under law or card-network rules.
If a chargeback is initiated in connection with Services MOXIES reasonably believes were properly authorized or delivered, MOXIES may provide the applicable bank or processor with contracts, invoices, communications, work records, approvals, usage information, Deliverables, access records, and other relevant evidence.
MOXIES may suspend Services while a material payment dispute remains unresolved.
32. Websites and Digital Systems
MOXIES may build, configure, manage, maintain, or host websites and related digital systems.
Such systems may depend upon browsers, devices, operating systems, hosting providers, networks, third-party scripts, APIs, integrations, software, plugins, external infrastructure, and other technology outside MOXIES’ direct control.
MOXIES does not guarantee uninterrupted, permanently compatible, or error-free operation.
Unless ongoing maintenance is expressly included, MOXIES is not responsible for future issues caused by third-party updates, Client modifications, unauthorized changes, outdated external systems, modifications by another provider, or technology changes occurring after delivery.
33. Business Tools and Estimates
Where MOXIES provides estimating, measurement, quotation, scheduling, pricing, reporting, capacity-planning, or other business tools, such tools are provided to assist the Client.
They do not replace the Client’s business or professional judgment.
The Client remains responsible for reviewing measurements, estimates, calculations, prices, schedules, availability, staffing, capacity, job requirements, costs, and other operational decisions before relying upon them or communicating them to customers.
MOXIES does not guarantee that automated calculations or estimates will be accurate in every circumstance.
34. Support and Maintenance
Ongoing support or maintenance is included only to the extent expressly described in the applicable Client agreement or service plan.
Support may be limited according to supported systems, scope, severity, business hours, response expectations, included support time, or subscription level.
Unless expressly included, support does not automatically include new development, new pages, redesigns, new integrations, additional products, new workflows, major data cleanup, major migration work, or material changes to existing business requirements.
Such work may constitute Additional Work.
MOXIES does not guarantee continuous or uninterrupted operation of Third-Party Services.
35. Client Data
The Client retains ownership of Client-owned customer data, business data, account data, product data, and other proprietary information supplied to or made accessible to MOXIES.
MOXIES may access and process such data only as reasonably necessary to provide the Services and fulfill applicable contractual obligations.
The Client remains responsible for having a lawful basis to collect and process its customers’ personal information and for providing required customer-facing privacy notices and obtaining required consents.
36. Client Intellectual Property
The Client retains ownership of intellectual property it owned before the Client relationship or independently provides to MOXIES, including trademarks, logos, product photography, brand materials, proprietary content, and Client data.
The Client grants MOXIES a limited, non-exclusive right to use such materials as reasonably necessary to perform the agreed Services.
37. MOXIES Intellectual Property
Unless an applicable written agreement expressly states otherwise, MOXIES retains ownership of its websites, online systems, code, platform infrastructure, configuration, reusable technology, templates, frameworks, methodologies, processes, workflows, automation architecture, code libraries, scripts, internal tools, know-how, systems, and other MOXIES materials.
Payment for Services does not automatically transfer ownership of MOXIES’ codebase, infrastructure, platform, reusable systems, or underlying technology.
Where a Client receives a license to use a MOXIES-owned website, platform, system, or other Deliverable, the scope and duration of that license are governed by the applicable Client agreement.
Third-party technology, APIs, fonts, plugins, images, software, libraries, and other third-party materials remain subject to their respective owners’ rights and licensing terms.
38. Portfolio Use
Unless otherwise agreed in writing or restricted by applicable confidentiality obligations, MOXIES may reference and display completed Client work in its portfolio, case studies, website, sales presentations, and marketing materials.
This may include screenshots, project descriptions, Client business names, branding shown within completed public-facing work, and publicly available results.
MOXIES will not knowingly disclose Client Confidential Information in connection with such portfolio use.
39. Confidentiality
“Confidential Information” means non-public proprietary, technical, operational, commercial, financial, security, customer, or business information disclosed by one party to the other.
Each party will use the other party’s Confidential Information only as reasonably necessary for the applicable business relationship and will use reasonable care to protect it.
Confidential Information may be disclosed to personnel, contractors, advisers, or service providers with a legitimate need to know, where authorized by the disclosing party, or where disclosure is legally required.
Confidential Information does not include information that becomes publicly available through no breach, was already lawfully known to the receiving party, is independently developed without use of the Confidential Information, or is lawfully received from another source without a confidentiality obligation.
Unless a Client agreement provides otherwise, confidentiality obligations relating to a Client engagement survive termination for three years.
40. Contractors and Service Providers
MOXIES may use employees, independent contractors, developers, designers, administrators, consultants, specialists, vendors, and external service providers to assist with Services.
Such persons may receive limited access to Client information, systems, or accounts where reasonably necessary to perform assigned work.
MOXIES will remain responsible for managing its own personnel and contractors subject to the applicable agreement.
41. No Guarantee of Business Results
MOXIES does not guarantee any specific business or commercial outcome.
This includes sales volume, revenue, profit, return on investment, conversion rate, leads, appointments, traffic, search ranking, reviews, customer acquisition, customer retention, advertising results, or business growth.
Results depend upon numerous circumstances outside MOXIES’ control, including market conditions, competition, Client pricing, operations, products, services, customer demand, sales practices, staffing, reputation, marketing spend, and implementation decisions.
42. Availability and Uptime
MOXIES does not guarantee continuous, uninterrupted, or error-free operation of websites, software, integrations, automations, CRM systems, communication tools, third-party platforms, or other digital systems.
Temporary interruptions may result from maintenance, internet outages, infrastructure failures, cyber incidents, software changes, API changes, carrier issues, hosting outages, third-party outages, or other circumstances.
Where support for an affected system is included, MOXIES will use commercially reasonable efforts to address issues within its reasonable control.
43. Disclaimer of Warranties
Except for express obligations stated in an applicable written agreement, and to the maximum extent permitted by applicable law, MOXIES Services and Deliverables are provided on an “as available” and, where applicable, “as is” basis.
MOXIES disclaims implied warranties not expressly stated in writing, including implied warranties of merchantability and fitness for a particular purpose, to the extent such disclaimers are permitted by law.
MOXIES does not warrant uninterrupted operation, permanent compatibility with third-party systems, specific commercial results, continuous third-party availability, or suitability for purposes not disclosed to MOXIES.
Nothing in these Terms excludes a warranty or obligation that cannot lawfully be excluded.
44. Limitation of Liability
To the maximum extent permitted by applicable law, neither MOXIES nor the Client will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from or relating to the Services, including lost profits, lost revenue, lost business opportunities, loss of goodwill, or similar indirect losses.
MOXIES will not be responsible for indirect losses arising primarily from Client-provided information, Client misuse, Client noncompliance, unauthorized Client modifications, third-party services, payment processors, carriers, shipping providers, AI-generated outputs, Client products, Client customer disputes, third-party outages, or events outside MOXIES’ reasonable control.
To the maximum extent permitted by applicable law, MOXIES’ aggregate liability arising out of or relating to Services provided to a Client will not exceed the greater of: (i) the one-time project fee applicable to the relevant Client engagement, or (ii) the fees actually paid by the Client to MOXIES during the twelve months immediately preceding the event giving rise to the claim.
Any limitation that cannot legally be applied to fraud, willful misconduct, gross negligence, or other non-waivable liability will apply only to the maximum extent permitted by law.
45. Client Indemnification
To the extent permitted by law, the Client will indemnify, defend, and hold harmless MOXIES and its officers, employees, contractors, and agents from third-party claims, liabilities, damages, losses, costs, and reasonable attorneys’ fees arising from or relating to the Client’s products or services, product safety or liability, Client violations of law, Client-provided materials that infringe third-party rights, inaccurate or unlawful product claims supplied by the Client, Client communications, privacy or consent violations attributable to the Client, Client misuse of the Deliverables, or the Client’s breach of an applicable agreement.
46. MOXIES Indemnification
MOXIES will indemnify, defend, and hold harmless a Client from third-party claims to the extent directly arising from MOXIES’ willful misconduct or gross negligence, or from a third-party claim that custom code or design work originally created by MOXIES specifically for that Client, as delivered and without unauthorized modification, infringes a United States patent, copyright, or trademark.
This protection does not apply to claims resulting from materials, content, branding, instructions, logos, copy, or other materials provided by the Client; third-party or open-source software; plugins; fonts; stock imagery; APIs; platforms; modifications not authorized by MOXIES; combinations with other systems not approved by MOXIES; or continued use after MOXIES has notified the Client of an allegedly infringing element and offered an appropriate remedy.
Where applicable, MOXIES may, at its option, obtain the right for continued use, modify or replace an affected element with a substantially equivalent non-infringing alternative, or refund fees paid for the affected Deliverable.
Any more specific indemnification provisions contained in a signed Client agreement will control for that engagement.
47. Compliance With Laws
Each Client is responsible for laws and regulatory obligations applicable to its own business, products, services, customers, communications, industry, and jurisdiction.
MOXIES provides technology and related services and does not provide legal, tax, accounting, medical, regulatory, product-safety, or professional compliance advice unless expressly agreed in writing and performed by an appropriately qualified professional.
Clients should obtain appropriate professional advice where necessary.
48. Prohibited Use
MOXIES Services may not be used for unlawful activity, fraud, unauthorized access, malicious software, infringement of third-party rights, unlawful communications, misuse of third-party platforms, interference with system security, misrepresentation of identity or authority, or conduct that creates unreasonable legal, security, operational, or reputational risk.
MOXIES may suspend or terminate Services associated with prohibited use.
49. Suspension
MOXIES may suspend project work, support, Service access, or other Services where reasonably necessary due to nonpayment, suspected unlawful activity, fraud, material security risk, misuse, material breach of an applicable agreement, repeated failure to cooperate, violation of these Terms, or material violation of third-party platform requirements.
Where reasonably appropriate, MOXIES may provide notice and an opportunity to cure before suspension or termination.
Immediate action may be taken where reasonably necessary to protect systems, data, users, Client interests, MOXIES, or third parties.
50. Term and Termination
The specific term of a Client engagement may be stated in the applicable Service Agreement or other written agreement.
Where a Client subscribes to ongoing monthly Services and no different term is specified, recurring Services will continue on a month-to-month basis.
Unless otherwise stated in an applicable agreement, a Client may terminate recurring monthly Services by providing thirty days’ written notice.
Termination does not eliminate the Client’s obligation to pay amounts already earned, incurred, approved, or due.
51. Termination by MOXIES
MOXIES may terminate or suspend Services for material breach, including nonpayment, fraudulent or unlawful use, material security risk, repeated failure to cooperate, or material violation of applicable third-party platform rules, these Terms, or an applicable Client agreement.
Where reasonably appropriate, MOXIES will provide an opportunity to cure a breach before final termination.
52. Effect of Termination
Upon termination, outstanding fees remain payable.
MOXIES may cease future Services and revoke access to MOXIES-owned platforms, systems, websites, or Deliverables where permitted under the applicable Client agreement.
Client-controlled third-party accounts remain the Client’s property.
Ownership of MOXIES intellectual property remains unaffected by termination.
Any handoff or transition obligations are subject to the applicable Client agreement and payment of amounts due.
After transition or handoff is complete, each party may revoke account access previously granted to the other.
53. Data Following Termination
Following termination, MOXIES may provide a reasonable opportunity for a Client to retrieve Client-owned data where technically available and where required by the applicable agreement.
MOXIES is not obligated to store Client data indefinitely.
Following any applicable transition, export, or retention period, MOXIES may delete, archive, anonymize, restrict access to, or otherwise dispose of Client information, subject to legal, contractual, backup, security, and technical requirements.
54. Force Majeure
Neither MOXIES nor the Client will be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, to the extent caused by circumstances outside the affected party’s reasonable control.
Such circumstances may include natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, government action, labor disruption, epidemic, pandemic, widespread internet or infrastructure failure, power failure, telecommunications failure, cyberattack, or material third-party service outage.
The affected party should use commercially reasonable efforts to resume performance when reasonably possible.
55. Changes to Services
MOXIES may update, modify, replace, improve, or discontinue features of its general Services from time to time.
Where a material change significantly affects an ongoing paid Client Service, MOXIES may provide reasonable notice where appropriate.
Changes required because of third-party technology, platforms, pricing, APIs, regulations, or technical requirements may constitute Additional Work where they fall outside the Client’s existing support scope.
56. Governing Law
These Terms and any dispute arising from or relating to them will be governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.
57. Good-Faith Dispute Resolution
Before initiating formal legal proceedings, the parties will use reasonable good-faith efforts to resolve disputes through direct written communication between authorized representatives.
58. Binding Arbitration
Any dispute, claim, or controversy arising from or relating to these Terms or Services that is not resolved through good-faith direct resolution will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules before a single arbitrator, except where applicable law requires otherwise.
The arbitration will be held at the AAA hearing location nearest to MOXIES’ principal business address in North Carolina, or at another location mutually agreed upon in writing.
The arbitration proceedings, award, filings, and testimony will be treated as confidential except where disclosure is required by law or reasonably necessary to enforce the award.
The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
To the extent permitted by applicable law, the non-prevailing party will bear the arbitration fees and costs, including the arbitrator’s fees and AAA administrative fees, and will reimburse the prevailing party for reasonable attorneys’ fees and costs incurred in connection with the dispute.
59. Class Action Waiver
To the maximum extent permitted by applicable law, disputes must be resolved on an individual basis.
Neither party may bring or participate in a claim as a plaintiff or class member in a class, collective, consolidated, mass, or representative proceeding.
If any portion of this waiver is found unenforceable, the remaining enforceable portions of these Terms will remain in effect.
60. Electronic Communications and Signatures
MOXIES and Clients may communicate electronically.
Approvals, notices, Change Orders, project decisions, amendments, and other communications may be provided electronically where permitted by applicable law.
Electronic signatures will have the same force and effect as handwritten signatures to the extent permitted by law.
61. Assignment
Neither party may assign an applicable Client agreement without the other party’s consent, except where permitted in connection with a merger, reorganization, sale of substantially all assets, transfer to an affiliate, or similar transaction where the successor assumes the applicable obligations.
62. Severability
If any provision of these Terms is found invalid, unlawful, or unenforceable, the remaining provisions will remain in full force to the maximum extent permitted by law.
Any invalid provision may be limited or interpreted only to the extent necessary to make it enforceable where legally permitted.
63. Waiver
Failure to enforce a provision of these Terms does not waive that provision or any future right to enforce it.
64. Headings
Section headings are provided for convenience and organization only and do not alter the meaning of these Terms.
65. Survival
Provisions that by their nature should survive termination will continue to apply following termination.
This includes provisions concerning accrued payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, and other accrued rights.
66. Entire Agreement
For website visitors who do not have a separate agreement with MOXIES, these Terms together with the MOXIES Privacy Policy and any policies expressly incorporated by reference govern use of the website and applicable general Services.
For Clients with a signed agreement, the applicable Service Agreement, Exhibits, Statements of Work, approved Change Orders, these Terms where incorporated, and any other incorporated documents together constitute the agreement between the parties.
A project-specific signed agreement controls over these Terms where there is a direct conflict concerning scope, pricing, Deliverables, timelines, ownership terms specific to that project, or other expressly negotiated terms.
67. Changes to These Terms
MOXIES may update these Terms from time to time to reflect changes in Services, technology, business practices, legal requirements, or operational risk.
An updated version will display a revised “Last Updated” date.
Where legally or contractually required, MOXIES may provide additional notice of material changes.
Updated website Terms do not retroactively replace conflicting provisions of an existing signed Client agreement unless that agreement expressly permits such modification.
68. Contact Us
Questions regarding these Terms & Conditions may be directed to:
MOXIES
Moxies Market LLP
Email: hello@moxiesvending.com