Masics LLC Website Terms & Conditions

June 26, 2025

These Terms & Conditions (“Agreement”) govern your access to and use of the website located at https://www.masics.org, all subdomains thereof, and any related online services, applications, APIs, or tools (collectively, the “Service”) provided by Masics LLC (“Masics,” “we,” “us,” or “our”).

1. Acceptance & Authority
   1. By clicking “Accept,” registering, signing in, executing a Service Order Form, entering, accessing, browsing (including visiting or exploring the Demo Dashboard), submitting information to, or otherwise using the Service in any way whether authenticated or the Demo Dashboard, you represent that you:
      1. Are at least 18 years old; and
      2. Have the legal authority to bind the entity on whose behalf you act to this Agreement.
   2. If you do not have such authority or do not agree to these terms, you must not use the Service.
2. Introduction & Scope
   1. Entity
      Masics LLC, a Wyoming limited liability company, with principal address c/o Registered Agent, 30 N. Gould St. #45980 Sheridan, WY 82801.
   2. Order of Precedence
      In case of conflict, a written Service Order Form or prime contract flow down exhibit (“Service Order Form”) that specifically references and incorporates this Agreement, and is signed by both parties, controls over this Agreement.
   3. Subcontracting
      Where Masics acts as a subcontractor to prime contractors, prime contract terms and flow downs will supplement and, if more restrictive, govern use of the Service.
   4. Public Access Disclaimer
      All content, datasets, and dashboards accessible without authentication (“Demo Dashboard”) are provided solely for informational purposes. Marketing materials on the website are nonbinding and may be updated without notice. Unauthorized reproduction or redistribution is prohibited.
3. Definitions
   1. Account
      Credentials established to access the Service.
   2. User Content
      Any data, text, graphics, code, or other materials you submit through the Service.
   3. Personal Data
      Information relating to an identified or identifiable individual, as defined under GDPR and CCPA.
   4. Export Controls
      U.S. export laws and regulations (EAR and OFAC).
   5. Service Order Form
      A written order, contract, or prime flow down document specifying Fees, term, scope, and any special conditions.
   6. Fees
      The charges set forth in the Service Order Form.
   7. Subscription Term
      The period set forth in the Service Order Form.
   8. Flowstate, Atlas, Cornerstone
      Masics products and modules of the Service.
   9. Professional Services
      Project management, data analysis, reporting, and related services provided by Masics personnel as defined in the applicable Service Order Form or Statement of Work (SOW). Each SOW shall specify detailed deliverables, acceptance criteria, milestone schedules, and procurement processes.
4. License Grant & Restrictions
   1. License
      Subject to compliance with Sections 4.b., 4.d., 5, and any other obligations under this Agreement, and payment of Fees, Masics grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business, academic, or research purposes.
   2. Permitted Non-Commercial Use
      You may use the Service for bona fide academic or research purposes, so long as such use is non-commercial and does not compete with Masics.
   3. Commercial Use Conversion
      Any User whose use transitions from non-commercial to commercial purposes including incorporation of Service outputs into commercial offerings, products, or services must:
      1. Notify Masics in writing at support@masics.org prior to such transition;
      2. Obtain a commercial license; and
      3. Pay all applicable Fees retroactively from the start of the commercial use. Failure to notify or convert constitutes a breach of this Agreement.
   4. Restrictions
      You shall not:
      1. Reverse engineer or decompile the Service;
      2. Circumvent security or authentication;
      3. Scrape or benchmark performance except via publicly documented APIs;
      4. Export or re-export the Service in violation of Export Controls; or
      5. Use the Service for unlawful purposes.
   5. Public Crawl & Scrape Ban
      Any automated crawling, scraping, harvesting, or framing of the Website or Demo Dashboard content is strictly prohibited without Masics’s prior written consent.
   6. No Competitive Benchmarking
      You may not use the Service to measure uptime, performance, or functionality data to benchmark, compare, or compete with Masics or to gain competitive intelligence on Masics’s offerings.
5. Account Registration & Security
   1. Registration Data
      You must provide first name, last name, business email, phone number, job title, company/institution, country, and a description of project context.
   2. Security
      Accounts are protected by multi-factor authentication (including CAPTCHA). You are responsible for all activity under your Account and must notify Masics immediately of any unauthorized use.
   3. Masics Rights
      Masics may require password resets or force resets if security is compromised.
6. Fees & Payment
   1. Invoicing
      Masics will invoice Customer annually in advance (or monthly if expressly agreed) at the rates in the Service Order Form. A new Customer must pay a non-refundable deposit equal to 25% of the first year’s Fees upon contract execution.
   2. Payment Terms
      All invoices are due net 30 days from invoice date by ACH or via Customer’s procurement process.
   3. Late Payment
      Unpaid balances incur interest at 1.5% per month (18% APR), compounded monthly. Balances over 60 days past due may result in Service suspension until paid in full.
   4. Taxes & Exemptions
      Government and academic Customers shall furnish valid tax-exempt certificates within 30 days of invoice; otherwise, Customer pays all applicable taxes. If Customer must withhold taxes, it shall increase payment so Masics receives the full net amount.
7. Evaluation Trial
   1. General
      If Customer has not yet purchased Services, but has obtained them for evaluation purposes (the “Evaluation Services”), then the terms of this Section 7 shall apply to the Evaluation Services and the terms in Sections 5, 9.b., 12.a., and 13.a. shall not apply to the provision and use of such Evaluation Services.
   2. Evaluation License and Term
      Subject to this Agreement (excluding Section 4.a.), Masics grants Customer a non-transferable, non-assignable, limited, revocable right to use the Evaluation Services solely to evaluate performance and functionality, on a trial basis free of charge until the earlier of:
      1. Fourteen (14) days after Customer’s access is granted (the “Evaluation Period”); or
      2. The start date of any Services purchased by Customer.
      The Evaluation Period may be extended at Masics’s discretion. Rights to the Evaluation Services end at the end of the Evaluation Period or immediately upon any material breach.
   3. Disclaimer
      ANY DATA THAT CUSTOMER OR ITS AUTHORIZED USERS UPLOAD OR ENTER INTO THE EVALUATION SERVICES DURING THE EVALUATION PERIOD, AND ANY CUSTOMIZATIONS MADE TO THE EVALUATION SERVICES BY OR FOR CUSTOMER DURING THE EVALUATION PERIOD, WILL BE PERMANENTLY LOST OR ERASED AT THE END OF THE EVALUATION PERIOD UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE EVALUATION SERVICES, OR UPGRADED SERVICES, OR EXPORTS SUCH DATA BEFORE THE END OF THE EVALUATION PERIOD. IF CUSTOMER DOES NOT PURCHASE SERVICES PRIOR TO THE EXPIRATION OF THE EVALUATION PERIOD, MASICS WILL HAVE NO LIABILITY OF ANY KIND FOR SUCH ERASURE OR DELETION.
8. Privacy & Data Processing
   1. Privacy Policy
      Your use is governed by our Privacy Policy at https://www.masics.org/privacy policy.
   2. Data Processing Addendum
      For enterprise Customers, Masics will execute a Data Processing Addendum (DPA) incorporating GDPR and CCPA requirements.
   3. International Transfers
      Personal Data may be transferred to and processed in the U.S.; Masics implements appropriate safeguards.
9. Intellectual Property & Feedback
   1. Masics IP
      All rights in the Service, including software, designs, and trademarks, remain with Masics and its licensors.
   2. Customer Data
      You retain ownership of your data and User Content.
   3. Feedback License
      You grant Masics a perpetual, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate feedback without obligation.
10. Data Accuracy & Reliance
    1. Decision Support
       The Service, including datasets, dashboards, and Professional Services deliverables, is provided for decision support only. Masics disclaims liability for decisions or actions taken in reliance on the Service, except in cases of willful misconduct or gross negligence.
11. Linking & Framing
    1. Prohibition
       Without Masics’s prior written consent, you may not frame, mirror, or embed any Masics Website pages, dashboards, or content within another site or application.
    2. Third-Party Links
       All third-party links are provided as a convenience only; Masics disclaims any responsibility for external sites.
12. Confidentiality
    1. Obligations
       Each party shall protect the other's Confidential Information with at least reasonable care and use it only to exercise rights and perform obligations under this Agreement.
    2. Compelled Disclosure
       Disclosures required by law are permitted if prior notice is given (unless legally prohibited).
    3. Survival
       Confidentiality obligations survive termination or expiration for three years, except that any Confidential Information designated as classified, export controlled, or subject to heightened protection remains protected until destruction is certified.
13. Indemnification
    1. Customer Indemnity
       Customer shall defend, indemnify, and hold harmless Masics from third-party claims arising from Customer’s misuse of the Service, breach of this Agreement, or violation of third-party rights.
    2. Masics Indemnity
       Masics shall defend, indemnify, and hold harmless Customer for third-party claims of intellectual property infringement and for Masics’s gross negligence or willful misconduct.
    3. Exclusion
       Indemnification obligations exclude claims arising from the other party’s compliance with applicable laws, regulations, or governmental orders.
14. Warranties & Service Levels
    1. Uptime Commitment
       Masics will use commercially reasonable efforts to achieve 99.9% uptime per calendar month, excluding scheduled maintenance and force majeure.
    2. Credits
       Credits apply at 5% of monthly fees for each 0.1% below commitment, up to 10% of that month’s fees.
    3. Annual Cap
       Total credits in any 12-month period shall not exceed 20% of the annual Fees.
    4. Disclaimer
       Except for this SLA, the Service is provided “AS IS” with all warranties disclaimed to the fullest extent permitted by law.
15. Limitation of Liability
    1. Cap
       Masics’s aggregate liability shall not exceed the total Fees paid in the six months preceding the claim.
    2. Exclusions
       Neither party is liable for indirect, incidental, special, or punitive damages, except for willful misconduct or gross negligence.
    3. Indemnity Carve-Out
       Indemnification obligations under Section 13 are not subject to this limitation.
16. Term & Termination
    1. Term
       The Initial Term is one year from the effective date, automatically renewing for successive one-year periods unless either party gives 30 days’ written notice prior to expiration.
    2. Immediate Termination
       Either party may terminate immediately for bankruptcy, willful misconduct, gross negligence, export control violations, or unlawful use.
    3. Termination for Breach
       Either party may terminate upon 30 days’ notice for uncured material breach, including non-payment of undisputed Fees.
    4. Change of Control
       Masics may terminate upon 60 days’ notice if Customer undergoes a change of control posing legal or reputational risk.
    5. Effects
       Upon termination, Customer pays for all Services through the effective date. Survival: Sections 3, 7, 12–15, 18.
17. Governing Law & Dispute Resolution
    1. Choice of Law
       This Agreement is governed by Wyoming law.
    2. Jurisdiction
       Exclusive venue for disputes is state or federal court in Wyoming.
    3. Jury Waiver & Injunctive Relief
       The parties waive any right to a jury trial and agree that injunctive relief is available.
    4. Arbitration & Class Action Waiver
       Disputes unresolved within 30 days of negotiation shall be resolved by binding AAA arbitration in Cheyenne, Wyoming. Each party waives the right to class actions.
18. Notices
    1. Email
       legal@masics.org (effective one business day after transmission).
    2. Certified Mail
       Masics LLC, c/o Registered Agent, 30 N. Gould St. #45980 Sheridan, WY 82801 (effective three business days after mailing).
19. General Provisions
    1. Assignment
       Neither party may assign without the other’s prior written consent, except Masics may assign in connection with a merger or acquisition.
    2. Entire Agreement
       This Agreement, Service Order Forms, Privacy Policy, and DPA constitute the entire understanding and may be amended only by written agreement.
    3. Amendment & Severability
       If any provision is invalid, the remainder remains in effect.
    4. Electronic Communications
       Electronic communications, records, and signatures are legally enforceable and satisfy writing requirements.