Terms of Service | Moss and Spark

These Terms of Service (the “Terms”) govern your access to and use of the websites, client portals, applications, and professional services provided by Moss and Spark LLC, a California limited liability company (“Moss and Spark,” “we,” “us,” or “our”). By using our Services or signing a proposal or statement of work with us, you (“you” or “Client”) agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Definitions

“Services” means the websites at mossandspark.com and its subdomains, the client portal, and any professional services (consulting, software development, automation, AI integration, design, and related work) we provide under a Statement of Work.
“Statement of Work” or “SOW” means a written proposal, order form, retainer agreement, or other document describing the scope, fees, timeline, and deliverables for a particular engagement. Each SOW is governed by these Terms.
“Deliverables” means the work product we create specifically for you and identify as a deliverable in an SOW.
“Moss and Spark IP” means our pre-existing materials, tools, templates, libraries, frameworks, internal methodologies, and any improvements or derivatives of them, and anything we develop independently of an engagement.

2. The Services

We will perform the Services described in each SOW in a professional and workmanlike manner. Unless an SOW says otherwise, we set our own methods, tools, hours, and place of work, and we may use subcontractors provided we remain responsible for their performance and confidentiality obligations.

3. Engagement and statements of work

Each engagement begins when both parties sign or otherwise confirm (including by email or accepted invoice) an SOW. If there is a conflict between an SOW and these Terms, the SOW controls for that engagement only and only to the extent of the conflict.

Change orders. If you request material changes to scope, deliverables, or timeline, we will respond with a written change order describing any adjustments to fees and schedule. Work on a change is not authorized until both parties confirm it.

4. Fees, invoicing, and payment

Fees. Fees are stated in the applicable SOW. Unless stated otherwise, fees are quoted in U.S. dollars and exclude taxes, duties, and similar charges, which are your responsibility (other than taxes on our income).
Invoicing. We typically invoice monthly in advance for retainer engagements and on agreed milestones for fixed-scope engagements. Invoices are delivered by email and payable through the link provided.
Payment terms. Invoices are due on receipt and are considered late if not paid within fourteen (14) days of the invoice date, unless the SOW says otherwise.
Late payment. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs (including reasonable attorneys’ fees). We may suspend the Services on ten (10) days’ written notice if an undisputed invoice remains unpaid.
Expenses. Pre-approved out-of-pocket expenses (such as third-party software, hosting, or travel) are billed at cost.
Refunds. Fees for completed work are non-refundable. If you cancel an engagement before completion, you remain responsible for fees and expenses incurred through the effective date of cancellation, including any committed third-party costs.

5. Client responsibilities

You agree to:

provide timely, accurate, and complete information, materials, access, and decisions reasonably needed for us to perform the Services;
designate a primary point of contact with authority to make decisions for the engagement;
obtain and maintain any third-party licenses, accounts, or rights needed for the Services (e.g., hosting providers, SaaS subscriptions, domains, API access);
back up your own data and systems, and follow reasonable security practices for any credentials you share with us; and
comply with all applicable laws in connection with your use of the Services and any Deliverables.

If your delays prevent us from performing, we may extend timelines and adjust fees on a reasonable basis.

6. Intellectual property

6.1 Deliverables

Subject to your full payment of all fees and expenses due under the applicable SOW, we assign to you all of our right, title, and interest in the Deliverables identified in that SOW, excluding any Moss and Spark IP and Third-Party Materials embedded in them.

6.2 Moss and Spark IP

We retain all rights in Moss and Spark IP. To the extent any Moss and Spark IP is incorporated into a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free, non-transferable license to use that Moss and Spark IP solely as part of and as needed to use the Deliverable. We may continue to use Moss and Spark IP for any purpose, including for other clients.

6.3 Third-party materials

Deliverables may include open-source or third-party components (“Third-Party Materials”). Your use of Third-Party Materials is governed by the applicable third-party license. We will identify material Third-Party Materials on request.

6.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, worldwide, royalty-free license to use them without restriction.

6.5 Portfolio and case studies

Unless your SOW says otherwise, we may identify you as a client, display your name and logo, and describe the engagement at a high level on our website, in proposals, and in case studies. We will not disclose Confidential Information without your prior written consent.

7. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”). The receiving party will (a) use Confidential Information only to perform under these Terms or use the Services, (b) protect it with at least reasonable care, and (c) not disclose it to third parties except to employees, contractors, and advisers with a need to know and bound by similar obligations. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiver, was already known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives prompt notice (where legally permitted) so the other party can seek a protective order.

8. Third-party services

The Services may interoperate with third-party products and platforms (e.g., Stripe, Supabase, Vercel, scheduling tools, hosting providers, AI vendors). We do not control these third-party services and are not responsible for their availability, accuracy, security, or terms. Your use of any third-party service is governed by the terms and privacy policy of that provider.

9. Acceptable use

You agree not to:

use the Services in violation of any law or third-party right;
upload or transmit any material that is unlawful, infringing, defamatory, malicious, or contains viruses, worms, or other harmful code;
attempt to gain unauthorized access to the Services, our systems, or other users’ data;
reverse-engineer, decompile, or otherwise attempt to derive source code from any portion of the Services that is not provided to you in source form;
resell, sublicense, or provide the Services to a third party as a standalone offering without our prior written consent; or
use the Services to build a competing product or service.

10. Warranties and disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner. Your exclusive remedy for breach of this warranty is, at our option, re-performance of the non-conforming Services or refund of fees paid for the non-conforming portion, provided you notify us in writing within thirty (30) days of the performance at issue.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DELIVERABLE WILL BE ACCURATE OR COMPLETE.

AI-assisted output (text, code, designs, or recommendations) may contain errors or hallucinations and should be reviewed by qualified personnel before relying on it. We make no representations about the legal, financial, medical, or other professional implications of AI-assisted output.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO MOSS AND SPARK UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The limitations in this Section 11 do not apply to: (a) a party’s indemnification obligations under Section 12; (b) breach of confidentiality obligations in Section 7; (c) a party’s gross negligence, willful misconduct, or fraud; or (d) Client’s payment obligations.

12. Indemnification

By Client. You will defend, indemnify, and hold harmless Moss and Spark and its officers, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your materials or data, (ii) your use of the Deliverables in violation of these Terms or applicable law, or (iii) your breach of these Terms.

By Moss and Spark. We will defend you against any third-party claim alleging that a Deliverable, as delivered by us and used as intended, infringes a U.S. copyright or misappropriates a trade secret, and will pay damages and costs finally awarded against you on such a claim, subject to the limitations in Section 11. We have no obligation for claims arising from (a) materials you provided, (b) combinations of Deliverables with other items not supplied by us, (c) modifications made by anyone other than us, or (d) use of a Deliverable after we notify you to stop. If a Deliverable is alleged to infringe, we may, at our option, modify it, obtain rights for you to continue using it, or terminate the affected portion of the engagement and refund unused fees. This Section 12 states our entire liability and your exclusive remedy for any third-party intellectual-property claim.

The indemnified party will give the indemnifying party prompt written notice of the claim, reasonable cooperation, and sole control of the defense and settlement (provided no settlement may impose obligations on the indemnified party without consent).

13. Term and termination

These Terms remain in effect while any SOW is active. Either party may terminate an SOW for convenience on thirty (30) days’ written notice unless the SOW says otherwise. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy proceedings.

On termination, you will pay all fees and expenses incurred through the effective date of termination. The following Sections survive termination: 4 (with respect to amounts owed), 6, 7, 10, 11, 12, 13 (this sentence), 14, 15, and 16.

14. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, for any dispute not subject to the informal resolution process in Section 15.

15. Dispute resolution

Before filing a lawsuit (other than for injunctive relief or to protect intellectual property or confidential information), the parties will attempt in good faith to resolve the dispute informally by written notice and a telephone or video discussion between authorized representatives within thirty (30) days of the notice.

16. Miscellaneous

Entire agreement. These Terms, together with each SOW, are the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter.
Order of precedence. In a conflict, the order of precedence is: (1) the applicable SOW for that engagement, then (2) these Terms.
Amendments. We may update these Terms from time to time. We will post the revised Terms with a new Effective date and, for material changes, give reasonable advance notice. Your continued use of the Services after the Effective date means you accept the revised Terms.
Assignment. Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
No third-party beneficiaries. These Terms are for the benefit of the parties only.
Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, internet or utility outages, or government action. Payment obligations are not excused.
Notices. Notices must be in writing and sent to the email addresses the parties use for engagement communications (for Moss and Spark: support@mossandspark.com). Notices are effective on the next business day after sending.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect.
No waiver. A party’s failure to enforce a provision is not a waiver of its right to do so later.
Headings. Headings are for convenience only and do not affect interpretation.

17. Contact

Moss and Spark LLC
Email: support@mossandspark.com