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Moon Business Terms and Conditions

Last updated: October 17, 2026

These Business Terms and Conditions ("Terms") govern how businesses acquire, distribute and manage Moon Cards through our Online Portal and API. They apply to Corporate Customers, who acquire Cards for their own business purposes, and to Distributors, who distribute Cards to their own customers. They do not govern individual cardholders, whose use of a Card is covered by the Cardholder Terms.

1. About these Terms

1.1 Who we are. The Services are provided by Moon Technologies, Inc., a Delaware corporation with its principal place of business at 226 S Main St, Thomaston, CT 06787, USA, acting with its subsidiaries and affiliates ("Moon", "we", "us", "our"). "You", "your" and "Customer" mean the business that accepts these Terms.

1.2 Acceptance. You accept these Terms when you first do any of the following: click to accept them, create an Online Portal account, receive an API Key, sign an Order Form that refers to them, or order a Card. If you accept on behalf of a business, you confirm you have authority to bind it. The Services are for businesses only and may not be used by consumers.

1.3 Order Forms and signed agreements. Your commercial terms, including pricing, product configuration, Live Date and term, are set out in your Order Form. If documents conflict, they apply in this order: (a) a separately negotiated agreement signed by you and Moon; (b) your Order Form; (c) these Terms; (d) documentation and policies referred to in these Terms. The Compliance Rules prevail over all of them.

1.4 Changes to these Terms. We may update these Terms by posting a new version on this page with a new "Last updated" date. For material changes we will give you at least 30 days' written notice, unless Applicable Law or a Partner requires a shorter period. If you do not accept a material change, you may terminate by written notice before it takes effect; continuing to use the Services after that date means you accept it.

2. Definitions

Capitalized terms in these Terms have the following meanings.

  • API: Moon's application programming interface, which lets you order, receive, activate and manage Cards.
  • API Key: the credentials Moon issues to you for accessing the API.
  • Applicable Law: all laws, regulations and regulatory requirements that apply to a party, the Cards or the Services in any relevant jurisdiction.
  • Business Day: a day other than a Saturday, Sunday or public holiday in the United States.
  • Card or Digital Card: a prepaid card, secured credit card or merchant-branded gift card, in virtual or physical form, issued by Moon or its Partners with a predefined or loadable value and used to make Transactions with merchants.
  • Cardholder Terms: the terms between Moon and/or its Partners and a Recipient that govern the use of a Card.
  • Compliance Rules: the rules and requirements of Moon's Partners (including card network rules and issuing bank requirements) and all Applicable Law, including the requirements in Section 4.2.
  • Corporate Customer: a Customer that acquires Cards for its own business purposes and gives them to Recipients, for example as employee rewards, incentives, refunds, disbursements or expense cards.
  • Customer Parties: you and any entity that directly or indirectly controls, is controlled by or is under common control with you; any enterprise with substantially similar ownership, leadership or management to yours; and any entity on whose board your leadership or management holds a seat. "Control" means owning more than 50% of the voting equity or being able to direct management or policies.
  • Data: any data or information in any form, including images and recordings, provided or generated in connection with the Services.
  • Data Protection Requirements: the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and any other data protection law that applies, as amended or replaced from time to time.
  • Distributor: a Customer that distributes Cards to its own customers or users, including through its own app, platform or white-label card program.
  • Effective Date: the date you first accept these Terms or, where you sign an Order Form, the date the last party signs it.
  • Fees: all fees and charges payable under these Terms and your Order Form.
  • Intellectual Property Rights: patents, copyright, trademarks, service marks, business and domain names, goodwill, design rights, software and database rights, trade secrets, know-how and all other intellectual property rights anywhere in the world, registered or unregistered, including applications, renewals and extensions.
  • Live Date: the date the Services commence and the first live orders are made, or 90 days after the Effective Date, whichever is earlier.
  • Materials: Card designs and images, card carriers, the Cardholder Terms and any other materials Moon or its Partners provide to you.
  • Online Portal: Moon's website and any other channel Moon provides for ordering, distributing and activating Cards.
  • Order Form: the order form or customer form agreed between you and Moon that sets out your commercial terms and program configuration.
  • Partners: the financial institutions that issue the Cards, the card networks, processors, BIN sponsors and any other service providers Moon uses to provide the Services.
  • Recipient: a person or business to whom you distribute a Card, being the end user of that Card.
  • Recipient Data: personal data relating to Recipients.
  • Services: the services Moon provides under these Terms, including the Online Portal, the API, Card issuance and distribution, and any other services set out in your Order Form.
  • Transaction: a purchase of goods, services or assets made with a Card.

3. The Services

3.1 What we provide. From the Live Date, Moon enables you to acquire, distribute and manage Cards through the Online Portal and/or the API. Depending on your Order Form, Cards may include merchant-branded gift cards, prepaid reloadable cards, just-in-time ("JIT") funded reloadable cards and prepaid or secured credit cards, in virtual or physical form. Availability varies by country and is subject to Partner, card network, regulatory, compliance and risk requirements.

3.2 Distribution. Moon distributes Cards to you, or on your behalf directly to the Recipients you choose.

3.3 Changes and enhancements. We may change the Services to comply with Applicable Law or the Compliance Rules, or to improve features or security. We may release enhancements at any time at no extra charge, provided they do not materially degrade the Services. If you need to update your own systems to use an enhancement, you bear your own costs.

3.4 Usage limits. We may throttle excessive use of the API or Online Portal, without notice or liability, where it could harm the availability of the Services.

3.5 Merchant restrictions and verification. To prevent fraud and abuse, we may block Card transactions at certain merchants or require Recipients to complete verification before transacting with them. We decide what verification is required and may update the merchant list and verification requirements at any time.

3.6 Our right to step in. If you fail to perform a regulatory or compliance obligation, or a directive of Moon or its Partners, after reasonable notice and opportunity to cure, we may (but need not) perform it ourselves on notice to you to keep the Services running. You will pay our costs of doing so, priced as set out in your Order Form where applicable.

3.7 Support. Unless your Order Form says otherwise, you provide first-line (Level 1) support to your Recipients and Moon provides second-line (Level 2) support to you. Moon does not charge for Level 2 support to you; direct Recipient support by Moon, if offered in your Order Form, is charged as set out there.

4. Your obligations

4.1 Legal and regulatory responsibility. You are solely responsible for ensuring that your business model, marketing, distribution and all operations related to the Cards comply with Applicable Law in every jurisdiction where you operate. This includes laws on financial services, consumer protection, anti-money laundering (AML), counter-terrorism financing (CTF) and data privacy. You must also comply with the Compliance Rules and the requirements of our Partners. You act as an independent business and are solely responsible for obtaining any licenses, registrations or authorizations your activities require.

4.2 Compliance requirements. Without limiting Section 4.1, you must:

  • (a) maintain an effective AML program consistent with the US Bank Secrecy Act, including uniquely identifying users and collecting Customer Identification Program (CIP) information where required, or limiting users who are not fully identified to risk-adjusted load and transaction volumes below the relevant identification thresholds;
  • (b) screen against sanctions and blocked-persons lists, including the US Office of Foreign Assets Control (OFAC) Specially Designated Nationals list, apply any geographic restrictions relating to High Intensity Drug Trafficking Areas (HIDTA) and High Intensity Financial Crime Areas (HIFCA), and keep complete and secure records of all checks and results for as long as Applicable Law requires;
  • (c) present all disclosures, prohibitions, contact details and other information that Moon or its Partners provide for Recipients in full and without alteration, and follow Partner requirements on the use of their brands and names;
  • (d) keep all Data, Cards, agreements and customer identifying information secure, including segregating Card information so that no unauthorized employee, partner or service provider can access it, and keeping tamper-resistant records with appropriate disaster recovery; and
  • (e) monitor for suspicious activity and report it to us immediately, so that we can act on it and, where warranted, report it to the relevant authorities.

4.3 Information about Recipients. On request, you will give us true and accurate information about the purpose for which you distribute Cards, and take steps to establish that each Recipient exists and is unique.

4.4 Cardholder Terms. You accept the Cardholder Terms that apply to each Card you order, and you must communicate them appropriately to your Recipients.

4.5 Fraud prevention. You will use reasonable endeavors and best practice to prevent fraudulent use of Cards.

4.6 Volume changes. You will monitor your transaction volumes and tell us as soon as possible if you expect them to fall, so that we can manage related capital requirements with our Partners and other third parties.

4.7 Credentials and unauthorized use. You must keep your API Keys and Online Portal credentials secure, and must not allow Recipients to access, control or alter the object code or source code of the API or Online Portal. Each party will notify the other in writing as soon as it becomes aware of any unauthorized use of the API or Online Portal. We will then promptly block the affected API Key or credentials and issue replacements.

5. Restrictions

You must not, and must not allow anyone else to:

  • (a) repackage, resell or sublicense the API, the Online Portal, any part of them or any associated Data;
  • (b) use the API or any associated Data in a way that actually or potentially undermines the security of the API, the Online Portal or any Data stored or transmitted through them;
  • (c) interfere with, modify, disable, bypass or circumvent any feature, security control or protection mechanism of the Services or the API, or reverse engineer, decompile, disassemble or attempt to derive the source code, underlying ideas, algorithms or structure of the Services or the API;
  • (d) remove, obscure or alter any notice in the API or Online Portal;
  • (e) modify any analytical Data generated by the API or Online Portal; or
  • (f) allow your software, or a Recipient's use of the Services, to display false, inaccurate or misleading information; infringe the Intellectual Property Rights of Moon or any third party; breach Applicable Law, including laws on trade and export, financial services, consumer protection, unfair competition, anti-discrimination or false advertising; be defamatory, libelous, threatening, harassing, obscene or offensive; or create liability for Moon or cause Moon to lose the services of its internet service providers, Partners or other suppliers.

6. Additional terms for Corporate Customers

This Section applies to you if you acquire Cards as a Corporate Customer.

6.1 Permitted use. You may distribute Cards to your employees, contractors, customers and other Recipients for legitimate business purposes, such as rewards, incentives, refunds, disbursements or expense management. You may not sell Cards for value or supply them to other businesses for onward distribution unless we have approved you as a Distributor in writing.

6.2 Recipient details. You must provide complete and accurate Recipient details. Moon is not responsible for Cards that are not delivered, or are delivered to the wrong person, because of details you supplied.

6.3 Records. You must keep records of the purpose for which, and the Recipients to whom, each Card was distributed, and provide them to us on request.

6.4 Tax. You are responsible for any tax reporting, withholding or payroll obligations arising from Cards you give to employees or others.

7. Additional terms for Distributors

This Section applies to you if you distribute Cards to your own customers or users as a Distributor.

7.1 Direct distribution only. You may distribute Cards directly to Recipients through your own current or future products. You may not appoint sub-distributors, resellers, agents or program managers, or supply Cards to any other business for onward distribution, without our prior written consent.

7.2 Your Recipients. You are responsible for onboarding, identifying and screening your Recipients in line with Section 4.2, and for your own relationship with them, including your terms of service, pricing and complaints handling.

7.3 Disclosures. Before a Recipient receives a Card, you must present the Cardholder Terms and all Partner-required disclosures in full and without alteration, and obtain the Recipient's acceptance where required.

7.4 Branding and marketing. White-label Card designs require approval from Moon and the relevant card network. All Card art and marketing materials require prior approval under Section 10.3.

7.5 Disputes and chargebacks. You collect dispute materials from your Recipients, and Moon files disputes with the card network through its processor. Moon will pre-screen submissions and give feedback where possible, but cannot guarantee any outcome. Chargeback costs are borne by you.

7.6 Custom cardholder fees. Where your Order Form allows it (white-label programs only), you may ask us in writing to apply custom fees to your Recipients. Custom fees require our prior written approval, must be clearly disclosed to Recipients and must comply with Applicable Law. We collect them on your behalf and pay you the net proceeds within 30 days after the end of the month in which they settle, after deducting our standard cardholder fees, any amounts you owe us and any required tax withholding. If you do not set custom fees, our standard cardholder fees apply and are not shared with you.

7.7 JIT programs. If your program uses JIT funding, you must respond to each authorization request within one second and maintain the reserve required under Section 9.3. You make final anti-fraud decisions and may decline transactions in the dual-approval flow. You are responsible for debiting your Recipients' balances and passing through any applicable fees.

7.8 Revenue share. Any revenue share in your Order Form is calculated monthly and paid within 30 days after the end of each month, after deducting any amounts you owe us and any required tax withholding. Payouts are made once the amount due reaches US$100; smaller amounts roll forward to later months.

8. Fees and payment

8.1 Card value. We provide Cards at face value, plus any applicable transfer, foreign exchange and other Fees and taxes.

8.2 Fees. You pay the Fees set out in your Order Form, starting from the Live Date unless your Order Form says otherwise. We invoice program fees monthly and they are due within 30 days of the invoice date. You remain responsible for Fees on all Cards issued to you, including Fees that accrue after termination.

8.3 Order fulfilment. Once your program is live, we fulfil orders and make Card value available promptly after we receive cleared and settled payment from you.

8.4 Payment methods. You may pay by wire transfer, ACH, approved stablecoins or other cryptocurrency, or any other method we agree in writing. Any conversion costs are set out in your Order Form. Each party bears the charges of its own bank.

8.5 Taxes. Fees exclude taxes, which we add to invoices where applicable. You are responsible for complying with all local tax rules that apply to you, including withholdings, duties and value-added taxes. Where local law requires, a local Moon entity or affiliate may invoice you or process payments, which may involve local tax withholding, and you will cooperate with those arrangements.

8.6 Late payment. Overdue amounts bear interest at 2% per year above the Secured Overnight Financing Rate (SOFR), accruing daily from the due date until we receive payment.

8.7 No set-off by you. You must pay all amounts in full without set-off, counterclaim, deduction or withholding, except tax withholding required by law. Moon's right of set-off is set out in Section 9.5.

8.8 Partner pass-through adjustments. Our Fees depend in part on pricing, interchange, assessments, scheme, processor, bank and BIN sponsor fees, foreign exchange costs, fraud and chargeback costs, reserve or collateral requirements and other terms imposed by our Partners and other third parties ("Underlying Terms"). If Underlying Terms change, we may adjust your Fees or commercial terms by written notice. The adjustment may take effect immediately where a Partner, card network, processor, Applicable Law or the Compliance Rules require it. If you do not accept a material adjustment, you may terminate by written notice within 30 days of receiving our notice, and both parties will cooperate in an orderly wind-down.

8.9 Partner-imposed amounts. If any Partner charges or assesses us fees, fines, penalties, assessments, losses, chargebacks, increased reserve or collateral requirements or other amounts that arise from the acts, omissions, non-compliance, breach, fraud or program activity of you, any Customer Party or any Recipient, you will pay us the full amount within 10 days of our invoice, with reasonable supporting documentation. This right is in addition to our rights under Sections 9.5 and 17, does not require any third-party claim, and is not subject to the limitation of liability in Section 16.

9. Card funding and settlement

9.1 Responsibility for funds. You are responsible for all funds loaded, authorized and settled on your Cards, and for settling all Transactions in the amounts indicated by the card networks. We are not obliged to advance funds to anyone for loading Cards or settling Transactions.

9.2 Prepayment. You, directly or through approved third parties (including your own customers), must prepay all loads and settlement by ACH, Fedwire, cryptocurrency transfer or another method we agree.

9.3 Collateral and reserves. If your Order Form requires a minimum collateral or prepaid amount, as it does for JIT programs, you must fund it at least 7 days before the Live Date and maintain it at all times. We hold it, and any other funds you deposit, as a security deposit for all your obligations, including Fees, penalties and indemnities. You must top it up promptly based on our reporting, and we may require an additional transfer on 24 hours' notice to cover unusual spending volatility.

9.4 JIT debits. In JIT programs, authorized charges and any excess settled amounts are debited from your collateral in real time. We will not approve further authorizations if your available collateral is not enough to cover them.

9.5 Set-off and use of collateral. If you fail to pay any amount when due or to maintain required collateral, we may, without prior notice except where Applicable Law requires it, set off the amount against any funds we hold or later receive for you, including collateral, and apply those funds to your obligations. You remain liable for any shortfall. We may also suspend or terminate the Services and disable issued Cards until you meet your obligations. Using your collateral in this way is not a breach of these Terms.

9.6 Negative balances. You must keep every Card and account under your program at a positive balance. If any Card, account or the program as a whole has a negative balance, you must promptly restore it to at least $0, whatever the cause, unless the negative balance results solely from a technical error or system malfunction caused by Moon or its Partners. If you do not resolve it within a reasonable time, not exceeding 30 calendar days, we may suspend Card activity, restrict account access, begin collection or take other appropriate action.

9.7 Refunds. We are only responsible for refunds caused by our own error. Refund requests must be made in writing through the Contact page (https://themooncard.com/contact/) and are paid only after we confirm that no Transactions or payments are outstanding, or can still be made, on the relevant Cards.

9.8 Return of funds after termination. After termination, once we confirm that no loads, authorizations or settlements are pending, we will return any unused collateral and prepaid funds, less Fees and other amounts you owe us. From three months after termination, you may request this in writing through the Contact page (https://themooncard.com/contact/).

10. Intellectual property and branding

10.1 Ownership. Each party keeps all rights in its own Intellectual Property Rights. Neither party acquires any right, title or interest in the other's Intellectual Property Rights under these Terms, except as needed to perform them.

10.2 Licence to you. Moon owns all rights, including all Intellectual Property Rights, in the Services and the Materials. We grant you a limited, non-transferable, non-sublicensable, fully paid-up licence to use them solely to receive the Services.

10.3 Approval of Card art and marketing. You must obtain the express prior written approval of Moon and its Partners before using any Card art, or publishing any material that mentions the Card, its features, its issuing financial institution, the Cardholder Terms, the terms of Moon or its Partners, the card network brands or Moon's trademarks.

11. Confidentiality

11.1 Confidential Information. Each party (the "Receiving Party") may receive Confidential Information of the other (the "Disclosing Party"). "Confidential Information" means the terms of your Order Form and of any negotiated agreement, and non-public information about a party's technology, customer orders, business activities, operations and trade secrets. It does not include information the Receiving Party can show was public when disclosed, was lawfully in its possession without a duty of confidentiality, or was independently developed without reference to the Disclosing Party's information. These published Terms are not Confidential Information.

11.2 Protection and disclosure. The Receiving Party must take all reasonable measures to keep the Disclosing Party's Confidential Information secret, at least as carefully as it protects its own similar information. It may only disclose that information: (a) where Moon is the Receiving Party, to its affiliates, service providers and Partners to provide the Services; or (b) as required by Applicable Law or court order, after using reasonable efforts to limit the disclosure, seek confidential treatment and, where reasonably possible, allow the Disclosing Party to participate. Any third party that receives Confidential Information must use and protect it in line with these Terms.

12. Data protection and security

12.1 Data protection. Each party will collect and process personal data in accordance with the Data Protection Requirements and other applicable privacy laws, and will use appropriate technical and organizational measures against unauthorized or unlawful processing and against accidental loss, destruction or damage. You are responsible for complying with the Data Protection Requirements for Recipient Data.

12.2 Security standards. Each party will maintain security measures and procedures designed to: (a) keep Data secure and confidential; (b) protect against anticipated threats to the security and integrity of Data; (c) prevent unauthorized access to or use of the other party's Confidential Information or Data; (d) prevent unauthorized access to the other party's systems through its own; and (e) prevent unauthorized access to or use of its own systems.

12.3 Vulnerability scans. Within 15 Business Days of our written request, you will either allow us, directly or through a third-party provider, to scan your IP addresses in line with industry best practice at a mutually agreed time, or give us the results of scans performed by a vendor approved by both parties.

12.4 Security incidents. If either party becomes aware of unauthorized access to Data or to the other party's Confidential Information, it will promptly notify the other party and describe the circumstances. It will also take reasonable steps to stop the unauthorized access and cooperate with the other party to minimize any resulting damage.

13. Audit

During the term and for at least one year after it ends (or longer if Applicable Law requires), Moon or its designee may review and audit your compliance with these Terms and your related business practices. During that period you must keep, maintain and make available the books and records needed for this, at your own cost.

14. Non-circumvention, non-compete and exclusivity

Non-circumvention and non-compete apply to every Customer. Exclusivity and Moon's right of first refusal apply only where your Order Form or signed agreement says so.

14.1 Non-circumvention. During the term and for two years after it ends, you and the other Customer Parties must not do business directly with Moon's partner banks, financial institutions, BIN sponsors, card and payment processors, or other service providers specifically related to the issuance, processing or management of cards, without our prior written permission. This does not apply to service providers unrelated to card issuance and processing, such as cloud, office, productivity or telecommunications providers. It also does not apply to contracted relationships you already had when you accepted these Terms, unless those relationships exclude key services or products central to Moon's engagement with the relevant provider.

14.2 Non-compete. During the term and for 12 months after it ends, you and the other Customer Parties must not offer or perform services as an issuer, distributor, program manager or seller of prepaid or credit cards to purchasers or distributors, in a way similar to the Services, unless we authorize it in writing. This does not stop you distributing Cards directly to Recipients through your own current or future products.

14.3 Exclusivity and right of first refusal. Where your Order Form or signed agreement provides for them:

  • (a) during the term and for one year after it ends, you and the other Customer Parties will use Moon as your exclusive provider of payment card services for all your payment card needs, covering all existing and future card activities of your subsidiaries and affiliates and all card types Moon's platform supports, except in a geography or for a product type Moon cannot serve;
  • (b) for the same period, Moon has a right of first refusal over any card issuing or card sales opportunity you pursue, including merchant-branded gift cards and network-branded prepaid, credit and debit cards in any geography; and
  • (c) if you breach the exclusivity obligation, Moon is entitled to liquidated damages equal to 5% of your average monthly payment volume processed through Moon over the preceding 12 months, multiplied by the number of months remaining in the exclusivity period, in addition to any other remedies available under these Terms or Applicable Law.

15. Term, suspension and termination

15.1 Term and renewal. These Terms start on the Effective Date. Unless your Order Form says otherwise, the initial term is three years from the Live Date, after which these Terms renew automatically for successive one-year renewal terms. Either party may prevent renewal by giving written notice at least 90 days before the end of the current term.

15.2 Termination by either party. Either party may terminate these Terms:

  • (a) on 90 days' written notice if a change in Applicable Law or the Compliance Rules would have a material adverse impact on its ability to perform, or on shorter notice if Applicable Law or the Compliance Rules require it; or
  • (b) immediately by written notice if the other party commits a material breach of these Terms, or behaves in a way inconsistent with having the intention or ability to perform them.

You may also terminate under Sections 1.4 and 8.8.

15.3 Moon's additional termination rights. We may, at our discretion, terminate these Terms or restrict your Card orders and purchases:

  • (a) if Cards become unavailable because of issues with our sponsor financial institution, card network or other critical Partners;
  • (b) if we discover unauthorized access to the Online Portal or an API Key;
  • (c) to comply with the Compliance Rules;
  • (d) to protect against reasonably suspected fraud or criminal activity; or
  • (e) immediately by written notice, if you fail to pay any amount when due and remain in default at least 30 days after we notify you in writing.

15.4 Suspension. We may suspend your or your Recipients' access to the Services on notice if we reasonably believe you are in material breach of these Terms. We may also suspend all Services if a payment remains outstanding 30 days after we notify you that it is due in full.

15.5 Unsustainable programs. We may suspend or terminate any or all Services on 30 days' written notice if we reasonably determine that the card portfolio under these Terms is financially unsustainable, unprofitable or otherwise detrimental to our business. This includes where changes in Underlying Terms, interchange or assessments, fraud or chargebacks, or scheme, bank, processor or reserve requirements make the program economically unviable despite commercially reasonable efforts to mitigate. After giving notice, we may restrict new issuance and loads, and both parties will cooperate in good faith on an orderly wind-down, including settling outstanding Transactions and returning remaining collateral under Section 9.8.

15.6 Effect of termination. On termination, all Services end and you must immediately pay all outstanding invoices and interest. We may invoice you for services supplied but not yet invoiced, payable on receipt. Fees continue to accrue on outstanding Cards and services after termination, and you must pay them. Any provision that by its nature is intended to survive termination survives, including Sections 8, 9, 11, 13, 14, 16, 17 and 18.

15.7 Termination assistance. If you ask in writing within 30 days after termination, we will provide reasonable transition assistance for up to 180 days to wind down the Services and migrate your card program, data and records to you or a successor provider. It is charged at the hourly rate in your Order Form or, if none, US$150 per hour of personnel time, plus reasonable out-of-pocket expenses, invoiced monthly in arrears. We provide it only while you stay current on all payments and continue to comply with Sections 4, 10, 11 and 12. Nothing requires us to act inconsistently with Applicable Law, the Compliance Rules or Partner requirements, and Sections 15.6, 16 and 17 apply to the assistance.

16. Limitation of liability

16.1 Excluded losses. Moon is not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any loss or damage arising from fraudulently submitted orders or misuse of Cards; (b) loss of profits, sales, business, agreements or contracts, or anticipated savings; (c) loss of or damage to goodwill; or (d) any indirect or consequential loss.

16.2 Delays you cause. Moon is not liable for any costs, charges or losses arising directly or indirectly from any prevention or delay caused by you.

16.3 Liability cap. Moon's total liability to you arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the lesser of (a) the total Fees you paid to Moon in the 12 months before the claim arose and (b) US$100,000.

16.4 Liability that cannot be limited. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under Applicable Law.

17. Indemnification

17.1 Your indemnity. You will indemnify, defend and hold harmless Moon and its affiliates against all costs, penalties, fees, assessments and other losses, including reasonable attorneys' fees, resulting from any third-party claim or cause of action ("Claim") arising out of, relating to or alleging: (a) your material breach of these Terms; (b) the gross negligence, willful misconduct or fraud of you, your personnel or your customers; (c) any violation of Applicable Law or the Compliance Rules by your customers in connection with these Terms; (d) your infringement of any third party's Intellectual Property Rights in connection with these Terms; or (e) non-delivery of Cards to Recipients where you supplied incorrect Recipient details.

17.2 Procedure. We will promptly notify you in writing of any Claim and send you copies of any papers served. A delay in notice relieves you of your obligations only to the extent it materially prejudices your defense. All costs we incur in connection with a Claim, including legal fees, settlements and judgments, are "Indemnified Losses", which you must fund within five Business Days of our written demand. We will give you control of the defense and settlement of the Claim, at your expense and with competent counsel of your choice, and we will cooperate with you at your expense. We may join the defense with our own counsel at our own expense.

18. Governing law and disputes

18.1 Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the laws of the State of Delaware and the applicable federal laws of the United States of America.

18.2 Arbitration. Subject to Section 18.3, any dispute arising out of or relating to these Terms, or their breach, will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, held in Delaware unless the parties agree otherwise in writing. The arbitrator may grant any remedy available in court, including equitable relief, and the award is final and binding; judgment on it may be entered in any court with jurisdiction. Each party bears its own costs, including attorneys' fees, and an equal share of the arbitrator's and administrative fees, unless the arbitrator directs otherwise. The proceedings, the award and all disclosures made in discovery are confidential, subject to any legal disclosure requirements. Either party may seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

18.3 Equitable relief. A breach of Section 10 or Section 11 may cause harm that money damages alone cannot fully remedy. In that event, the non-breaching party may seek equitable relief in addition to any other remedies, to the extent permitted by law.

19. General

19.1 Assignment. You may not assign, novate or sublicense any of your rights under these Terms without our prior written consent. We may assign these Terms and all rights not expressly granted to you or to Recipients.

19.2 Successors. These Terms bind and benefit the parties and their respective personal representatives, successors and permitted assigns.

19.3 Force majeure. Neither party is liable for any failure or delay in performing its obligations, other than payment obligations, to the extent caused by events, circumstances or causes beyond its reasonable control.

19.4 Independent parties. Each party acts on its own behalf and not for the benefit of any other person. Nothing in these Terms creates a partnership, joint venture or agency relationship.

19.5 No third-party rights. No one other than a party to these Terms has any right to enforce them.

19.6 Notices. We may give you notices by email to the address on your account or Order Form, or through the Online Portal. You must send notices to us in writing through the Contact page (https://themooncard.com/contact/).

19.7 Entire agreement. These Terms, your Order Form and any documents they refer to form the entire agreement between you and Moon about the Services and replace any earlier understanding on the same subject, except for any separately negotiated agreement signed by both parties.

19.8 Severability. If any provision of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in full force.

20. Contact us

Moon Technologies, Inc., 226 S Main St, Thomaston, CT 06787, USA

Contact page: https://themooncard.com/contact/