Please read these Terms and Conditions (“Terms”, “Terms of Use”) carefully before registering, accessing, or using the services offered through the web application at [URL of MASIN Platform] or other related subdomains officially utilized by us from time to time (the “MASIN AI Platform”, the “Platform”). These Terms are a legal contract between the user of the services or the entity that you represent (“you”, “your”, “User”) and MASIN AI PRIVATE LIMITED, an Indian private limited company incorporated under the Companies Act, 2013, with its registered office at [Registered Office Address] and its corporate/operational office at [Corporate/Operational Office Address] (“MASIN”, the “Company”, “we”, “us”). By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, together with any additional terms applicable to you (collectively, this “Agreement”). If you do not agree, you must not use the Platform and should immediately discontinue access and/or contact us to terminate your subscription.

If you access the Platform on behalf of a company or other legal entity, you represent that you have authority to bind such entity to this Agreement. References to “this Agreement” include these Terms, the Privacy Policy, and any addenda or order forms agreed by you.

By registering on the MASIN AI Platform and accessing its services, you represent and warrant that you:

1. are at least 18 years of age;
2. are capable of entering into a legally binding agreement; and
3. are not barred or otherwise legally prohibited from accessing the Platform or its services.

1. Definitions

1.1 “Client” means: (a) the individual end user accepting these Terms; or (b) the legal entity identified on the applicable Order Form, online sign-up, or invoice that purchases, registers for, or is granted access to the MASIN AI Platform.

1.2 “Subscription Period” means the period during which you have access to the Platform, commencing on the effective date of purchase or the commencement date specified in the invoice, and renewing for successive periods as applicable. For free trials, the period is as made available at our discretion.

1.3 “Licence Fee” means the fees payable in advance for access to the Platform in accordance with your Subscription Plan. Licence Fees are non-refundable except as expressly provided in our refund policy, if any.

1.4 “Seat”  means a unique, named user account authorised to access and use the Platform. Each Seat corresponds to one individual user. Additional Seats require additional purchases.

1.5 “User Data” means all data provided by or generated for you in the course of using the Platform, including Input Data, Output Data, file uploads, interaction data, system logs, and derived data.

1.6 “Input Data” means data, prompts, documents, or other content you or your users submit to or upload into the Platform.

1.7 “Output Data” means content, responses, inferences, or results generated by the Platform based on Input Data or other processing.

1.8 “Data Storage Add-Ons” means additional storage capacity purchased beyond the default allocation.

1.9 “Dataset Add-Ons” means additional datasets or content repositories purchased to enhance Platform capabilities.

1.10 “Usage-Based Add-Ons” means additional usage capacities purchased based on usage needs, including increased query quotas, API calls, or file uploads.

1.11 “Free Trial” means access provided without charge for a limited period at our discretion, governed by this Agreement.

1.12 “Fair Use Policy” means the usage principles in Article 21A that govern equitable and responsible use of the Platform in conjunction with plan entitlements.

1.13 “Overage Fees” means fees payable for usage that exceeds the limits included in your Subscription Plan or Add-Ons.

1.14 “Personal Data” means information about an identified or identifiable natural person that you or your users actively upload or submit to the Platform (for example, name, job title, organisation, email address, phone number, postal address and other contact details contained in account registration fields, documents or other uploads). For the purposes of these Terms, Personal Data does not include system‑generated technical or usage data (such as device identifiers, IP addresses, event logs, cookies or telemetry) unless and only to the extent such data is contained in, or forms part of, the content you upload or submit.

1.15 “Processor” and “Controller” (or their equivalents), in the context of personal data, have the meanings given in applicable privacy laws.

1.16 “Plan Entitlements” means the quantitative and qualitative limits, features, and allocations included with your Subscription Plan, as set out in the applicable order form.

1.17 “Sub-Processor” means any third party engaged by MASIN to process Personal Data on MASIN’s behalf in connection with the Platform.

1.18 “Privacy Laws” means applicable data protection and privacy laws and regulations, including the Indian Digital Personal Data Protection Act, 2023 (to the extent in force), and any other similar laws that apply to the processing of Personal Data under this Agreement.

1.19 “Telemetry” means Platform‑generated diagnostic, performance, and usage data (including logs and crash reports) used for security, reliability, and service improvement.

1.20 “Third-Party Service Integration” means any integration, connection, or enabling of interoperability between the MASIN AI and services, applications, or systems provided by third Parties, which you activate or configure.

1.21 “Order Form” means an ordering document executed by the Parties or accepted by you online specifying the services purchased, pricing, Subscription Period, and references to the DPA, Security Policy and other incorporated terms.

1.22 “Token” means a MASIN A+ Tokens, sub‑word unit of text processed by the Platform for measurement and billing purposes in connection with prompts, completions, or other model interactions; tokenisation rules and counting methodologies may vary by model, language, and encoding and are as described in the applicable documentation for your Subscription Plan.

2. Services

The Platform provides the following services, which we may update, modify, suspend, or discontinue from time to time at our sole discretion. We may notify you of material changes where reasonably feasible.

1. Dispute Desk. An AI-powered assistant for intelligent, context-aware conversations to support contract administration and dispute resolution. It facilitates analysis of claims, interpretation of legal clauses, and navigation of arbitration complexities, providing domain-specific guidance to aid decision-making.

1. KnowHub. A curated knowledge base tailored to construction and engineering, comprising legal frameworks, case references, and contract best practices designed to inform contract management, claims analysis, and risk assessment.

1. PromptVault. A library of expert-crafted prompts for accelerated contract analysis and dispute resolution, enabling structured drafting, document review, and responses to contractual queries with AI-optimised inputs.

1. Evidence Engine. A workflow to generate structured, legal-ready reports and documents with citations aligned to tribunal or court expectations, streamlining preparation while maintaining accuracy and evidentiary integrity.

The Company in its sole discretion may inform You about changes in the Services by giving You a notice.

2A. Software-as-a-Service (SaaS) Terms

2A.1 Nature of Service. The Platform is provided as an online, hosted software service. No software is sold, assigned, or delivered to you, and no on‑premises licence is granted. Your rights are limited to the access and use licences expressly set out in this Agreement and any applicable Order Form.

2A.2 Hosting and Changes. The Platform is hosted by MASIN or its third‑party cloud providers. We may modify, update, or improve the Platform on a continuous basis, in accordance with Article 19.

2A.3 Accounts and Credentials. You are responsible for: (a) maintaining the confidentiality and security of administrator and end‑user credentials; (b) configuring roles and permissions; and (c) all activities under your accounts. You must promptly notify MASIN of any suspected unauthorised use or security incident.

2A.4 Integrations and Third‑Party Services. If you enable integrations or connect Third‑Party Services, you authorise MASIN to exchange data with those services as necessary to provide the integration. Your use of Third‑Party Services is governed by their terms and is at your risk.

2A.5 Availability and Support. Service availability commitments, maintenance windows, emergency maintenance, support tiers, response targets, and any service credits are governed by the SLA (Service Level Agreement) referenced in the applicable Order Form or on the MASIN website.

2A.6 No Professional Services Unless Agreed. Configuration, implementation, training, or bespoke services are not included unless expressly purchased in an Order Form; any such services will be provided on a time‑and‑materials basis or fixed‑fee basis as specified therein.

3. Disclaimer

3.1 The Platform and all content are provided on an “as is” and “as available” basis for informational purposes only. Content may be sourced from public websites and third-party resources. Nothing on the Platform constitutes legal, professional, or other advice and should not be relied upon as such. Your use does not create any professional-client or fiduciary relationship. We do not represent or warrant the accuracy, completeness, reliability, quality, availability, or timeliness of any content, opinions, outputs, or statements made available via the Platform. Any reliance is at your sole risk. You must exercise independent judgment and, where appropriate, obtain advice from qualified professionals.

3.2 The Platform may contain links to or integrations with third-party websites, resources, models, or content (“Third-Party Content”). We do not control, endorse, sponsor, recommend, or assume responsibility or liability for any Third-Party Content, and your use of Third-Party Content is at your own risk and may be governed by third-party terms.

3.3 3.4 You are solely responsible for compliance with applicable copyright, fair use, confidentiality, and secrecy laws. Any unauthorised use of copyrighted or third-party materials may constitute infringement.

3.5 We may alter, modify, suspend, or remove content or features at any time without notice. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. We do not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, or that it will meet your requirements or achieve any intended results.

3.6 You acknowledge that AI systems may generate incorrect, incomplete, or biased outputs, and may not reflect current law or practice. You must review and validate all outputs and are solely responsible for your decisions and use of the outputs.

4. Licence

4.1 Subject to your timely payment of all applicable fees and taxes, or where we provide access on a free or trial basis, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and services during your Subscription Period in accordance with this Agreement and any applicable order or plan terms.

4.2 All content produced by or for MASIN on the Platform, including annotations, summaries, compilations, templates, prompts, models, datasets, taxonomies, and derived materials, is owned by MASIN or its licensors and is protected by applicable intellectual property laws. Except as expressly permitted, you must not copy, reproduce, transmit, distribute, publish, display, perform, or create derivative works from such content. You must not remove or alter any proprietary notices. You must not access the Platform to build or assist in building a competitive product or service, or to copy any ideas, features, functions, or graphics of the Platform.

5. Prohibitions on Usage

You may use the Platform only for lawful purposes and in accordance with this Agreement. You agree that you will not:

1. Violate any applicable law or regulation.
2. Exploit or harm minors or expose them to inappropriate content.
3. Impersonate the Company, our employees, or any person or entity, or misrepresent your affiliation.
4. Engage in conduct that is illegal, threatening, abusive, harassing, defamatory, infringing, fraudulent, deceptive, or otherwise harmful.
5. Restrict or inhibit any person’s use or enjoyment of the Platform, or engage in conduct that we reasonably determine may harm MASIN, other users, or expose them to liability.
6. Interfere with or disrupt the operation, security, or integrity of the Platform, including by introducing viruses, malware, or harmful code.
7. Use automated means (including bots, crawlers, spiders, or scrapers) to access or monitor the Platform without our prior written consent.
8. Use any device, software, tokens, prompts, or routines to interfere with the proper working of the Platform.
9. Attempt unauthorised access to any part of the Platform or its related systems or networks.
10. Launch or facilitate denial-of-service or distributed denial-of-service attacks.
11. Upload or transmit content that is unlawful, infringing, invasive of privacy, obscene, or otherwise objectionable.
12. Rent, lease, loan, sublicense, distribute, assign, or otherwise transfer your access rights.
13. Engage in data harvesting, scraping, mining, or extraction from the Platform without permission.
14. Manipulate ratings, reviews, or performance metrics.
15. Circumvent usage limits, security controls, or authentication measures.
16. Share login credentials or permit access by unauthorised persons.

6. Customer Solicitation Policy

If you opt to receive updates, newsletters, or marketing communications, you consent to receive such communications via email, in-app messages, or phone. You may opt out as permitted by law via the provided mechanisms, but transactional or service communications may still be sent.

7. Intellectual Property

All rights, title, and interest in and to the Platform, services, software, interfaces, designs, selection and arrangement of content, documentation, and all trademarks, logos, and service marks displayed on the Platform (collectively, “Intellectual Property”) are owned by MASIN or its licensors and are protected under applicable intellectual property laws. You must not use MASIN’s trademarks or trade dress without our prior written consent. You must not sell, licence, or commercialise any MASIN content except as expressly permitted. You grant MASIN a worldwide, royalty-free, irrevocable, perpetual licence to use, incorporate, and otherwise exploit any feedback, suggestions, or ideas you provide, without any obligation or attribution.

8. Copyright Policy

We respect intellectual property rights and expect users to do the same. We do not claim ownership over your Input Data or Output Data (as defined below). If you believe that any content made available through the Platform infringes your copyright, please notify us at [Contact Email Address] with sufficient detail to identify the work and alleged infringement. We may remove or disable access to the infringing content and may terminate repeat infringers, in accordance with applicable law.

9. Confidentiality

9.1. “Confidential Information” means all non‑public information, in any form or medium, that is disclosed or otherwise made available, directly or indirectly, by MASIN AI or its Affiliates (the “Provider”) to the customer or end user (the “Client”) or their respective Representatives in connection with the MASIN AI Pro Platform or this Agreement, whether provided before, on, or after the Effective Date, and whether marked or designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, the Provider’s Confidential Information includes:

1. the MASIN AI Platform technology, or services, including source code, object code, algorithms, models, architectures, training data curation methodologies, prompts, prompt libraries, embeddings, configurations, tuning parameters, user interface designs, and all related documentation and specifications;
2. information regarding the Provider’s business, strategic and product roadmaps, pricing and commercial terms, marketing strategies, go‑to‑market plans, financial information and projections, operational processes, vendor and partner information, customer lists and data, usage data, telemetry, analytics, security policies and controls, audit reports, vulnerability and penetration‑testing results, incident reports, and compliance materials;
3. the existence, terms, and negotiations of this Agreement and any Order Form;
4. any feedback, suggestions, or ideas provided by the users regarding the MASIN AI Platform (“Feedback”), together with any improvements or derivatives thereof; and
5. any other information designated as “confidential” or which, by its nature or the circumstances of disclosure, a reasonable person would understand to be confidential, including information of third Parties that the Provider is obligated to keep confidential, and any notes, analyses, compilations, models, test results, or other materials prepared by or for the Client that contain, reflect, are derived from, or are based upon any of the foregoing.

10. Data Protection; Privacy Terms

10.1 Lawfulness and Scope. We process personal data and User Data in accordance with applicable privacy laws and our Privacy Policy. Unless otherwise agreed in a data processing addendum, each party acts as an independent data controller/ fiduciary of the personal data and User Data it processes for its own purposes. For Enterprise Plans, we act as a processor solely in respect of User Data to the extent it constitutes personal data.

10.2 Categories of Data. Depending on your use of the Platform, we may process: identifiers and contact details (for example, name, email, address, phone); account and authentication data; device, log, diagnostic, and usage data (including IP address, browser and device characteristics, operating system, language preferences, pages and files viewed, searches, feature usage, timestamps, crash/error reports); location data (precise or imprecise depending on device settings); payment identifiers and billing details handled via our third‑party payment processor; calendar and meeting metadata where you enable relevant features; and content you provide as Input Data together with Output Data generated by the Platform.

10.3 Purposes of Processing. We use personal data and user data to: create and manage accounts; provide, maintain, secure, and improve the Platform; deliver customer support; communicate administrative messages and service updates; detect, prevent, and investigate fraud, abuse, security incidents, and violations of this Agreement; enable and administer third‑party service integrations; conduct internal analytics and service improvement; and, where permitted by law, send marketing communications with opt‑out controls.

10.4 Cookies and Similar Technologies. We may use cookies, pixels, and similar technologies for authentication, security, preferences, analytics, and performance. You can manage cookie preferences in your browser and, if provided, within the Platform settings. Some functionality may not operate correctly if cookies are disabled.

10.5 Sub-Processors. means any third party or MASIN Affiliate engaged by MASIN to Process Personal Data or User Data on behalf of MASIN.

10.5.i. We do not sell Personal Data or User Data. We share personal data with:

1. sub‑processors under written terms requiring confidentiality, data protection, and use only on our documented instructions (for example content generation, payment processing, communications, transcription Providers);
2. third‑party services you choose to integrate, in accordance with your configuration;
3. competent authorities or other third Parties where required by law or to protect rights, safety, and the integrity of the Platform.

We may maintain and publish a list or description of material sub‑processors upon request.

10.6 Google and Similar APIs. Where we access Personal and User Data via Google or similar APIs, we comply with applicable platform policies and apply strict “limited use” principles. We do not use data obtained via Google Workspace APIs to develop, improve, or train AI/ML models.

10.7 Payments. Billing information will be made available to you through invoices issued by MASIN AI and delivered via email.

10.8 Deletion. Upon termination or expiry of the Subscription Period for paid Subscription Plans, and upon your written request, MASIN will delete or return User Data and Personal Data within a reasonable period and in accordance with MASIN’s data retention schedules. In absence of a different schedule agreed in writing: (a) support ticket personal data will be deleted within ninety (90) days after the associated ticket is closed; and (b) production User Data stored within the Platform will be deleted within thirty (30) days after termination, subject to permitted and secure backup retention and legal holds. Where deletion from backups is not immediately feasible, MASIN will securely store and isolate such data until deletion.

10.9 Security Measures. MASIN will implement and maintain appropriate administrative, technical, organizational, and physical safeguards designed to preserve the security, confidentiality, integrity, and availability of Personal Data and User Data, including access controls, encryption in transit and at rest where applicable, vulnerability management, logging and monitoring, personnel confidentiality obligations, and third‑party certified controls as set forth in MASIN’s security documentation [available upon request]. MASIN strongly encourages multifactor authentication for access to the Platform, particularly where sensitive data is processed.

10.10 Security Incidents. MASIN will notify you without undue delay and in any event no later than seventy‑two (72) hours after becoming aware of a confirmed unlawful or unauthorized destruction, loss, alteration, disclosure of, or access to Personal Data or User Data processed by MASIN in connection with the Platform (a “Security Incident”).  MASIN will investigate, take reasonable steps to mitigate adverse effects, and keep you reasonably informed.  Notification is not an admission of fault.

10.11 Children. The Sites are not intended for children under the age of 16. Accordingly, we do not intend to collect personal information from anyone we know to be under 16 years of age.

10.12 Audits; Clarifications. Upon your written request no more than once in any twelve (12) month period, MASIN AI will make available to you summaries of third‑party audit reports and certifications that MASIN AI generally makes available to its customers and that are relevant to the MASIN AI’s processing of Customer Data (including Personal Data and User Data), (the “Audit Materials”). Where reasonably practicable and subject to confidentiality and contractual restrictions, MASIN AI may also provide reasonable clarifications regarding such Audit Materials and, to the extent permitted by its agreements and law, high‑level summaries relating to the security and compliance controls of MASIN AI’s third‑party service Providers and Sub‑Processors.

11. Indemnity; Limitation of Liability

11.1 The Client shall defend, indemnify, and hold harmless the MASIN and its affiliates from any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including attorneys’ fees) arising out of or relating to: (i) the Client’s Input or Customer Data; (ii) any use of the Software in violation of this Agreement, law, or third-party rights; or (iii) any cyber-attack, security breach, malicious code, or unauthorized access to the Software or the Provider’s systems caused or facilitated by the Client, its personnel, contractors, or systems.

11.2 These obligations apply regardless of any contributory negligence of the MASIN and shall survive termination of this Agreement.

11.3 Limited Liability. MASIN’s total liability under this Agreement is limited to £1000. MASIN will not be liable for any indirect or consequential losses. However, there shall be no limitation on the on Client’s liability arising out of any breach under  this Agreement by the Client.

12. Infringement

MASIN retains all rights to protect, enforce, and defend its intellectual property and proprietary rights in the Platform, its technologies, and its services. MASIN may, in its sole discretion, investigate any actual or suspected infringement, misappropriation, unauthorised use, access, reproduction, distribution, or exploitation of the Platform or MASIN’s intellectual property. MASIN may take any action it deems appropriate including instituting legal proceedings, issuing notices or takedowns, disabling access, cooperating with law enforcement, or implementing technical or administrative measures to safeguard its rights, maintain the integrity and security of the Platform, and prevent further harm. You agree to reasonably cooperate with MASIN in any such enforcement actions.

13. Force Majeure
14. MASIN will not be liable for any failure or delay in performing our obligations under this Agreement if that failure or delay is caused by any event beyond MASIN’s reasonable control, including but not limited to cyber-attacks, security breaches, data loss, denial-of-service attacks, or failure of our third-party hosting or infrastructure Providers.
15. In such an event, MASIN may suspend your access to the Software without notice. If the event continues for more than 30 days, MASIN may terminate this Agreement immediately by written notice to you.
16. Client will not have any claim against MASIN.

14. Notices

We may provide notices by posting on the Platform, in-app notifications, or by email to your registered email address. You may provide notices to [Contact Email Address] and by certified post to [Notices Postal Address]. Notices are deemed given when sent to the last known contact details. Either party may update notice details by written notice to the other.

15. Governing Law; Dispute Resolution and Arbitration

This Agreement is governed by the laws of India, without regard to conflict of law principles. Subject to the arbitration clause below, the courts at [City, State] shall have exclusive jurisdiction.

If a dispute arises, you agree to first notify us at [Contact Email Address] and engage in good-faith discussions to resolve the dispute within thirty (30) working days of our receipt of your notice. Any dispute not resolved within that period shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The tribunal shall consist of a sole arbitrator appointed in accordance with the Act. The seat and venue of arbitration shall be [City, State]. The language shall be English. Each party shall bear its own costs, and the arbitrator may allocate costs in the award. The arbitral award shall be final and binding.

16. Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. MASIN may assign or transfer this Agreement, in whole or in part, without consent, including in connection with a merger, acquisition, reorganisation, or sale of assets.

17. Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

18. Successors; Entire Agreement; Waiver; Severability

18.1 Neither party may assign, transfer, charge, declare a trust over, or otherwise deal with this Agreement, in whole or in part, without the prior written consent of the other party, except that MASIN AI may, without consent: (i) assign to any Affiliate; (ii) assign or novate this Agreement in connection with a merger, reorganisation, sale of equity or assets, change of control, or similar corporate transaction (including to a successor to all or substantially all business or assets relating to the MASIN AI Pro Platform); or (iii) effect an internal reorganisation. MASIN AI will provide notice of any novation where required by law. Any attempted assignment in breach of this Section 18 is void.

18.2 Subject to Article 18.1, this Agreement binds and benefits the Parties and their respective permitted successors and assigns.

18.3 Customer may not assign this Agreement to any competitor of MASIN AI without MASIN AI’s prior written consent, which may be withheld in MASIN AI’s sole discretion. A change of control of Customer is deemed an assignment for the purposes of this Article 18.

19. Changes to Terms

19.1 Scope of changes. MASIN AI may modify these Terms and Conditions, the MASIN AI Pro Platform policies, and documents referenced by hyperlink (including the Acceptable Use Policy, Support and Service Level terms, Security Documentation, and Privacy Notice), and any product‑specific terms (collectively, the “Terms”) from time to time to reflect improvements to the MASIN AI Pro Platform, changes in law or regulatory guidance, security or safety needs, or to correct errors.

19.2 Method of notice. MASIN AI will notify Customer of material changes to the Terms by one or more of: in‑product banner or admin‑console notice, posting an updated version with a revised “Last Updated” date, or email to the administrative contacts on the applicable Order Form.

19.3 Effective date. Changes take effect on the date stated in the notice or, if no date is stated, upon posting. However, changes that (i) are required by law or a governmental authority, or (ii) address a security, integrity, or abuse issue, may take effect immediately.

20. Payment; Fee Structure

20.1 Payment of Licence Fees. You agree to pay all Licence Fees in advance in accordance with your invoiced billing cycle (monthly, quarterly, or annually) and plan terms, inclusive of applicable taxes. You must provide complete and accurate billing and contact information and keep it updated. We will issue a valid invoice after receipt of payment.

20.2 Fee Metrics. Fees may be based on Seats purchased, usage volumes, storage, datasets, or other metrics described in the applicable pricing documentation or order. Changes to fees will apply from the next billing cycle, except for immediate charges related to upgrades or Add-Ons purchased mid-term, which may be prorated unless stated otherwise.

20.3 Non-Payment. If you fail to pay fees when due, we may suspend or terminate access immediately. Suspension or termination for non-payment does not relieve you of amounts due.

20.4 Payment Structure. The following payment structure applies where specified in the applicable Order Form for licence purchases:

1. Monthly licence cost at INR X per licence plus taxes (75,000 pages or 250 prompts).
2. MASIN will raise invoices during the first week of each quarter and payment shall be released within fifteen (15) days of invoice submission.

For clarity, this Article 20.4 forms part of the Pricing Terms for the applicable Order Form and prevails over any inconsistent general payment timing in Article 20 to the extent of conflict for the covered purchases.

20.5 MASIN AI Credits are subject to the following terms:

20.5.1 Validity. (a). The MASIN AI Credits Term (the “Credits Term”) starts on the Order Form Start Date (see the applicable Order Form) and ends Three months / one (1) year, as the case may be, after the Order Form Start Date. (b). Any unused MASIN AI Credits expire at the end of the Tokens Term and cannot be refunded or extended.

20.5.2 Redemption. (a). MASIN AI Credits are non‑refundable and cannot be redeemed for any product, licences, services, or professional services not listed in the MASIN AI Credits catalogue. (b) Additional MASIN AI Credits can be requested through your MASIN customer success manager or account manager. (c). MASIN AI Credits are subject to geographic availability and are available in a number of different languages.

21. Subscription Plans; Usage Limits

21.1 A “Subscription Plan” is the bundle of services and features purchased by you, whether under a Free Trial or paid subscription. We may impose or enforce usage limits, including on queries, API calls, file uploads, stored files, or data processing tasks, to ensure fair use, system integrity, and equitable access. Exceeding limits may result in throttling, additional charges, suspension, or requirement to upgrade. Paid subscriptions will auto-renew for successive terms equal to the initial term unless cancelled in accordance with plan terms prior to renewal. We may update plan features and entitlements from time to time.

21.2 For clarity, each Subscription Plan includes specific entitlements and quantitative limits (for example, monthly requests, storage allotments and rate limits) as set out in order form.  MASIN may implement technical controls to enforce plan entitlements, including rate limiting, throttling, and storage caps.  Usage is measured by MASIN’s internal telemetry and metering tools.  If you consistently exceed your plan entitlements or materially deviate from the Fair Use Policy, MASIN may apply overage charges, require an upgrade, or take action under Article 21A.

21.3     We may terminate trial access at any time without notice. During any trial, services are provided “as is” without warranties or support.

21A. Fair Use Policy

21A.1 Purpose. To ensure equitable access, reliability, and platform integrity, use of the Platform is subject to this Fair Use Policy in addition to the specific plan entitlements set out in Order Form.

21A.2 Excessive or Disproportionate Use. Without limiting Article 5, the following constitutes unfair use: (a) sustained usage materially exceeding plan entitlements; (b) automated or programmatic traffic inconsistent with human end-user interaction unless expressly permitted by your plan; (c) attempts to circumvent metering, rate limits, or technical controls; or (d) usage patterns that degrade service for other users.

21A.3 Enforcement. MASIN may, in its discretion and in accordance with law: (a) temporarily throttle or restrict access; (b) assess overage charges at the then-current rates; (c) require an upgrade to a plan suitable for your usage; or (d) suspend or terminate access pursuant to Article 28 and 12, after reasonable notice where feasible.

21A.4 Monitoring. MASIN may monitor usage to enforce plan limits, detect abuse, and maintain service quality, as described in Article 25.2(b).

22. Upgrades; Add-Ons

You may purchase Data Storage Add-Ons, Dataset Add-Ons, Usage-Based Add-Ons, feature upgrades, plan upgrades, or additional Seats during the Subscription Period. Charges are additional to the Licence Fee and take effect upon purchase. We may prorate charges unless stated otherwise.  Downgrades may take effect only at renewal and may result in loss of features, capacity, or access.

23. Administrator Account

We will provision one or more administrator accounts as designated by you during onboarding. Administrators may onboard or remove users against available Seats, manage user privileges, folders, and support requests, and designate additional administrators subject to limits we specify. Removal of a user does not reduce the number of Seats. Administrators will receive commercial updates and may change the primary contact. Non-transactional marketing communications may be sent to users unless they opt out as permitted by law.

24. No Reverse Engineering

24.1 Prohibition. The Client must not, and must not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive, reconstruct, identify, access, or discover the source code, object code, architecture, underlying ideas, algorithms, models, model weights, training data (including any datasets, data schemas, embeddings, prompts, or taxonomies), or underlying structure or techniques of the MASIN AI Pro Platform, the Services, or any related software, systems, or materials (collectively, the “Platform”). This prohibition applies to any attempt to perform or facilitate model extraction, model inversion, weight or parameter recovery, feature extraction, or reconstruction of training data from outputs.

24.2 Circumvention and Interference. The Client must not circumvent, disable, or interfere with any technical, usage, or security controls of the Platform, including rate limits, authentication, encryption, logging, monitoring, usage caps, or access controls. The Client must not perform or facilitate penetration testing, security scanning, stress or load testing, benchmarking, or performance testing of the Platform without the Provider’s prior written consent.

24.3 Prohibited Analyses and Uses. Without limiting the foregoing, the Client must not: (a) analyse the Platform or its outputs for the purpose of developing, training, improving, validating, or benchmarking any model, system, or service that is competitive with or a substitute for the Platform; (b) use the Platform or outputs to create derivative models or to train, fine‑tune, or otherwise improve third‑party models, except as expressly permitted in an Order Form; (c) use the Platform or outputs to create a dataset aimed at replicating the functionality, performance, or features of the Platform; or (d) publish or disclose results of any benchmarking or comparative tests of the Platform without the Provider’s prior written consent.

24.4 Permitted Disassembly Under Law. Strictly to the extent to which applicable law in the relevant jurisdiction expressly permits decompilation or reverse engineering for the limited purpose of achieving interoperability with independently created software, the Client may engage in such activity strictly in accordance with that law, provided that: (a) the Client first requests in writing from the Provider the information necessary to achieve interoperability and allows the Provider a reasonable opportunity to provide it; (b) any such activity is limited to the minimum acts necessary to achieve interoperability; and (c) any information obtained is used solely for interoperability purposes and is treated as the Provider’s Confidential Information.

24.5 Open‑Source Components. Certain components of the Platform may be offered under open‑source licences. The Client’s rights under such open-source licence(s) is strictly limited to the extent expressly allowed by the applicable open‑source licence. Nothing in this Article 24 grants any rights beyond those set out in the applicable open‑source licence, and all non‑open‑source components remain fully subject to this Article 26.

24.6 Security Research. Any security research, vulnerability testing, or related activities require the Provider’s prior written authorisation and must comply with any Provider‑designated safe‑harbour or coordinated disclosure programme. Unauthorised security research constitutes a breach of this Agreement.

24.7 Enforcement; Remedies. Any attempt or breach of this Article 26 constitutes a material breach of this Agreement. In addition to any other rights and remedies available at law or in equity, the Provider may immediately suspend or terminate the Client’s access to the Platform, seek injunctive or other equitable relief without the need to post bond or prove special damages, and recover all damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to such breach. Such violations may result in immediate termination of access and legal action.

24.8 Survival; No Waiver. Termination, suspension, or enforcement of remedies under this Article 24 is without prejudice to any other rights or remedies available to the Provider. The obligations in this Article 24 survive termination or expiry of this Agreement.

24.9 Notification Duty. The Client must promptly notify the Provider if it becomes aware of any actual or suspected reverse engineering, circumvention, model extraction, or similar prohibited activity relating to the Platform by the Client, its users, or any third party.

25. Enterprise and Individual Plans; Model Training

25.1 Under Enterprise Plans:

1. MASIN will use User Data solely to provide the services to you and for operational purposes necessary to perform this Agreement (including delivery, maintenance, support, troubleshooting, security, resiliency, backups, business continuity, billing, and compliance);
2. MASIN acts as a processor (or equivalent) in respect of User Data to the extent it constitutes personal data, and you are the controller;
3. the Parties will enter into a data processing agreement and, where applicable, implement cross‑border transfer mechanisms, subject to applicable law;
4. MASIN will make available administrative, technical, and organisational controls described in the Documentation, including audit logs were included in the plan;
5. upon written request and subject to law, MASIN will delete or return User Data within a reasonable period following termination or expiry, subject to any permitted retention in accordance with this Agreement; and
6. you will ensure you have a lawful basis and all necessary notices and consents to submit User Data to the Platform and to instruct MASIN to process it under this Agreement.

25.2 Individual Plans are intended strictly for single-user, non-transferable use.

1. Each plan includes defined storage, usage, and feature limits as specified at the time of subscription.
2. MASIN may monitor usage to enforce fair use, ensure platform integrity, prevent abuse, and maintain service quality.
3. Sharing, sublicensing, reselling, or allowing others to access the Platform using your account or credentials is strictly prohibited and may result in immediate suspension or termination without refund.
4. For Individual Plan accounts, MASIN does not use User Data to train its models and processes User Data only to deliver the services, operate the Platform, and maintain security and performance.
5. MASIN may implement rate limits, technical controls, or automated safeguards to enforce plan entitlements and prevent misuse.

25.3 MASIN AI may process User Data solely for the purpose of delivering, maintaining, and enhancing the functionality of the Platform as it relates to the User’s individual use. User Data is not utilised in any manner that would result in its integration into system-wide learning datasets or broader model-development activities. Any processing of User Data is limited to operational needs, security purposes, and feature performance necessary to provide the contracted services.

26. Non-Compete
27. Client agrees that for a period of three (3) years from the Effective Date, it shall not, directly or indirectly, develop, market, sell, or provide, or assist any third party in developing, marketing, selling, or providing, any software, service, or product that competes with or is substantially similar to the Software (“Competitive Product”).
28. For the purposes of this Agreement, “competes with” means any offering that provides functionality, features, or performance intended to serve the same primary purpose or address the same business problems as the Software.
29. For the purposes of this Agreement, “substantially similar” means any software, product, or service that is materially comparable in core features, design, or intended use to the Software, even if not identical in every aspect.
30. The restrictions under this Article shall apply worldwide, unless the Provider specifies in writing a narrower scope of markets, industries, or geographies where the Software is intended to be commercialized.
31. If any provision of this non-compete clause is found to be invalid, void, or unenforceable (whether due to scope, duration, geography or any other reason), the Parties agree that such provision shall be automatically modified to render it enforceable, and the remaining provisions shall remain in full force and effect. Such necessary modification shall be done to the minimum extent without changing or amending any provision which is enforceable without any change or amendment.
32. Client acknowledges and agrees this restriction is reasonable and necessary to protect Provider’s interests.

27. Non-Solicitation

27.1 During the term of this Agreement and for a period of three (3) years thereafter, the Client shall not directly or indirectly, solicit, hire, or attempt to hire any consultant, employee or contractor of the MASIN, nor induce any such employee or contractor to terminate their relationship with the MASIN.

27.2 To the extent permitted by applicable law. If any part of this clause is found unenforceable, it shall be modified to the extent necessary to be enforceable. Such necessary modification shall be done to the minimum extent without changing or amending any provision which is enforceable without any change or amendment.

28 Remedies for Breach

In the event of breach of this agreement:

(a)   the MASIN shall have the right to immediately terminate this Agreement without notice;

(b)   the Client shall be liable for all damages, losses, costs, and expenses (including reasonable legal fees) incurred by the Provider as a result of such breach;

(c)   the MASIN shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or restrain any actual or threatened breach, without the need to post bond or prove special damages; and

(d)   all rights and remedies under this Agreement are cumulative and not exclusive, and the exercise of any one remedy shall not preclude the exercise of any other remedies available at law, in equity, or under this Agreement.

29. Term, Suspension and Termination for Cause

29.1. Term. This Agreement commences on the Effective Date and continues for the initial subscription term specified in the applicable Order Form (the Initial Term). Thereafter, the Agreement will automatically renew for successive renewal terms equal in length to the Initial Term (each, a Renewal Term) unless either party gives written notice of non‑renewal at least thirty (30) days before the end of the current term. MASIN may implement renewal on revised pricing, updated Terms, or changes to scope, in accordance with the Changes to Terms clause.

29.2. Suspension. MASIN AI may suspend (in whole or in part) access to the MASIN AI Platform or the provision of Services immediately with or without prior notice where MASIN AI reasonably determines that: (a) you are in material breach of this Agreement; (b) suspension is necessary to address or mitigate a Security Incident, vulnerability, system threat, abuse, fraud, or suspected unauthorised access; (c) your use poses a risk to the security, integrity, availability, or performance of the MASIN AI Platform or to other customers; (d) suspension is required to comply with applicable law, court order, or request of a governmental or regulatory authority; (e) there is a failure, outage, or material degradation of a third‑party network, hosting, cloud, or other service on which the MASIN AI Platform depends; or (f) you fail to cooperate with reasonable requests necessary to investigate or remediate a suspected breach or incident. MASIN AI will use commercially reasonable efforts to limit the scope and duration of any suspension and to provide notice promptly where practicable.

29.3. Termination for Cause. Either party may terminate this Agreement (or any affected Order Form) on written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice detailing the breach; provided that no cure period applies to breaches that are incapable of cure, repeated or persistent breaches, violations of Article 24 (No Reverse Engineering), or non‑payment. MASIN AI may terminate immediately on written notice if: (a) you engage in fraudulent, abusive, unlawful, or high‑risk activity; (b) you infringe intellectual property or violate data protection or confidentiality obligations in a manner that is material; or (c) you become insolvent, enter liquidation, or are otherwise unable to pay debts as they fall due.

29.4. Effect of Suspension or Termination. Upon suspension, your access to the affected Services will be disabled for the period of suspension; fees remain payable and no credits or refunds are due for suspension attributable to your acts or omissions or otherwise permitted under this Agreement. Upon termination of the Agreement or an Order Form: (a) all rights and licences granted to you under the terminated scope will immediately cease; (b) all amounts due and payable through the effective date of termination become immediately due; (c) except as provided below, MASIN AI will have no obligation to maintain or provide access to your Customer Data within the MASIN AI Platform.

30. Export; Compliance

You represent and warrant that (i) you are not organised in, located in, or ordinarily resident in, and will not access or use the MASIN AI Platform from, any country or territory subject to comprehensive trade or economic sanctions; (ii) you are not, and will not permit any end user to be, a person or entity that is owned or controlled by, or acting on behalf of, any party designated on any applicable sanctions or export related restricted party and (iii) you will not export, re‑export, transfer, or otherwise make available the Platform, Services, or related technology in violation of applicable export control, sanctions, or trade laws.

31. High-Rish Use; Regulatory Compliance

The Platform is not designed for, and you must not use it in connection with, medical, life support, nuclear, aviation, or other high-risk or safety-critical contexts, or where failure or inaccuracy could lead to death, personal injury, or severe environmental or property damage. You are solely responsible for ensuring that your use complies with applicable professional, industry, and regulatory requirements, and for maintaining human review and oversight of all outputs.

32. Publicity

Unless you notify us in writing to the contrary, you grant MASIN permission to identify you as a customer and use your name and logo in customer lists, marketing materials, and on our websites in accordance with your brand guidelines (if provided).

33. Contact

For questions, notices, or complaints, please contact us at [Contact Email Address] or write to [Notices Postal Address].