Agreement to Terms

By accessing our website or engaging Moser Research LLC ("we," "us," or "our") for services, you agree to these Terms of Service. If you do not agree, please do not use our website or services.

Services Description

Moser Research provides AI consulting, business automation, and operations optimization services for small businesses. Our services include:

Operations Audits and process documentation
Business automation design and implementation
AI system configuration and deployment
Custom application design and development
Custom website design and accessibility compliance
Ongoing reliability and support retainers

Consulting Engagements

Scope of Work

All consulting engagements will be defined in a written proposal or statement of work that outlines deliverables, timeline, and pricing. Work begins only after mutual agreement on scope.

Client Responsibilities

Clients agree to:

Provide accurate and complete information about their business operations
Grant necessary access to systems and data required for the engagement
Respond to requests for information in a timely manner
Designate a primary point of contact for the project

Payment Terms

Payment terms are specified in individual proposals. Generally:

Operations Audits: Payment due before work begins
Automation Projects: 50% deposit, 50% upon completion
Retainers: Monthly payment due at the beginning of each service period

All payments are due in U.S. dollars. Late payments are subject to a fee of 1.5% per month (or the maximum permitted by law, whichever is less). If payment is more than 15 days overdue, we may suspend services until payment is received. Deposits are non-refundable but will be credited toward final deliverables.

Refund Policy

For project-based work, if you terminate before completion, you will be invoiced for work completed to date at our then-current standard hourly rate. If the deposit exceeds work completed, the difference will be refunded within 30 days. Retainer payments are non-refundable for the current service period but will not renew upon termination notice.

AI and Automation Deliverables

Ownership

Upon full payment, ownership of all custom code, configurations, workflows, and documentation created specifically for your engagement transfers to you. You own what we build for you — no vendor lock-in.

What you own: All custom code, business logic, workflows, documentation, and configurations built specifically for your business. This is a full ownership transfer, not a license.

What we retain: Our general methodologies, pre-existing frameworks, code libraries, and reusable tools that were not created specifically for your engagement and that we may use across projects. When our pre-existing tools are incorporated into your deliverables, you receive a perpetual, royalty-free license to use them as part of your solution.

Third-Party Services and Intellectual Property

Our solutions often integrate with third-party services (e.g., OpenAI, Twilio, QuickBooks). Clients are responsible for:

Maintaining their own accounts with these services
Paying any associated subscription or usage fees
Complying with third-party terms of service

Third-Party IP Disclaimer: We do not warrant that deliverables integrating third-party services are free from third-party intellectual property claims. Each third-party service is governed by its own terms and licenses. We recommend clients review applicable third-party terms before deployment.

AI Limitations and Client Responsibilities

AI systems are powerful but not infallible. We design for reliability, but clients acknowledge and accept that:

AI outputs should be reviewed by humans for critical decisions
AI may occasionally produce unexpected, inaccurate, or biased results
Systems may require ongoing tuning, adjustment, and human oversight
Performance depends on data quality, system access, and proper implementation
AI capabilities may change as underlying third-party services evolve

Regulatory Compliance: Client is solely responsible for ensuring that any AI implementations comply with applicable laws and regulations, including but not limited to consumer protection laws, industry-specific regulations (HIPAA, FINRA, etc.), and emerging AI regulations (EU AI Act, state AI disclosure laws). We recommend consulting with legal counsel before deploying AI systems in regulated industries or for automated decision-making affecting individuals.

Confidentiality

We treat all client business information as confidential. We will not disclose your proprietary information to third parties except as required to deliver services (e.g., integrating with your existing tools) or as required by law.

Duration: Confidentiality obligations survive termination of our engagement and continue for five (5) years after the end of services, or longer if required by applicable law.

Permitted Disclosures: We may disclose confidential information to our employees, contractors, and service providers who need access to perform the services, provided they are bound by confidentiality obligations at least as protective as these terms.

Data Protection

When our services involve processing your data or your customers' data, we will:

Process data only as necessary to provide the agreed services
Implement appropriate technical and organizational security measures
Not use your data for purposes other than delivering services to you
Return or securely delete your data upon termination of services, at your request
Notify you promptly (within 72 hours) of any data breach affecting your information

For services involving personal data of EU/UK residents, we will execute appropriate data processing agreements upon request. For healthcare clients subject to HIPAA, we will execute a Business Associate Agreement (BAA) prior to accessing any protected health information (PHI). See our Privacy Policy for more details on how we handle data.

Limitation of Liability

To the maximum extent permitted by law, Moser Research's liability for any claim arising from our services is limited to the amount paid for the specific service giving rise to the claim in the twelve (12) months preceding the claim. We are not liable for indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost data, or business interruption.

Exclusions: The limitations above do not apply to: (a) gross negligence or willful misconduct; (b) breach of confidentiality obligations; (c) data breaches resulting from our failure to implement reasonable security measures; or (d) indemnification obligations.

Warranties

We warrant that our services will be performed in a professional manner consistent with industry standards. We do not warrant that AI systems will be error-free or that specific business outcomes will be achieved.

Termination

Termination for Convenience

Either party may terminate an ongoing engagement with 30 days written notice. Upon termination for convenience:

Client pays for work completed to date
We provide all deliverables completed to that point
We provide reasonable transition assistance (up to 5 hours at no additional charge)

Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal conduct related to the engagement.

If we terminate for cause, all fees for work completed remain due. If you terminate for cause due to our material breach, you are entitled to a pro-rata refund of any prepaid fees for undelivered services.

Website Use

You may use our website for lawful purposes only. You agree not to:

Attempt to gain unauthorized access to our systems
Use automated tools to scrape content
Interfere with website functionality
Misrepresent your identity or affiliation

Intellectual Property

All content on this website—including text, graphics, logos, and blog posts—is owned by Moser Research LLC and protected by copyright law. You may not reproduce or distribute our content without permission.

Indemnification

Client Indemnification

You agree to indemnify and hold harmless Moser Research from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) your use of deliverables in violation of these Terms; (b) your breach of any representation or obligation under these Terms; (c) your violation of applicable laws or regulations; or (d) any claim that data you provide infringes third-party rights.

Our Indemnification

We will indemnify you against third-party claims that our original work product (excluding third-party components, your modifications, or work based on your specifications) infringes valid intellectual property rights, provided you notify us promptly and allow us to control the defense.

Force Majeure

Neither party is liable for delays or failures to perform due to circumstances beyond reasonable control, including but not limited to: natural disasters, pandemics, government actions, labor disputes, utility failures, cyberattacks, or third-party service outages. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. If the delay exceeds 30 days, either party may terminate without penalty.

Dispute Resolution

Informal Resolution: Before pursuing formal action, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days following written notice of the dispute.

Mediation: If informal negotiation fails, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator before initiating litigation.

Litigation: If mediation is unsuccessful, disputes will be resolved in the state or federal courts located in St. Louis County, Missouri. Both parties consent to the personal jurisdiction of these courts.

Governing Law

These Terms are governed by the laws of the State of Missouri, without regard to conflict of law principles.

General Provisions

Entire Agreement

These Terms, together with any executed statement of work or proposal, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, negotiations, and agreements.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

Notices

All notices under these Terms must be in writing and sent to the email address on file. Notices are effective upon confirmed receipt.

No Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it in the future.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms.

Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

Changes to Terms

We may update these Terms periodically. For material changes that affect existing client engagements, we will provide 30 days' notice before the changes take effect. Continued use of our website or services after changes constitutes acceptance of the updated Terms.

Contact

Questions about these Terms? Contact us at:

Moser Research LLC
Email: hello@moserresearch.ai
Location: St. Louis, MO