Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Masmer Technologies Inc., a Delaware corporation ("Masmer", "we", "us"), and the business entity that registers for or uses the Services ("Customer", "you").

By checking a box indicating acceptance, clicking a button indicating acceptance (such as "I agree" or similar), creating an account, or accessing or using the Services after having an opportunity to review these Terms and our Privacy Policy, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

Services means the Masmer software-as-a-service platform made available at masmer.pro, together with any related applications, integrations, documentation and support we make available.

The Services are provided solely for business and commercial purposes. They are not intended for personal, family or household use, and you agree not to use them for such purposes.

To use the Services, you must be at least 18 years old, be capable of forming a binding contract, and be using the Services in the course of a trade or business. You may not use the Services if we have previously terminated your account or if you are barred from receiving them under applicable law, including U.S. export control and sanctions laws.

You must provide accurate and complete registration information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You may permit your employees and contractors ("Authorized Users") to access the Services under your account, up to the number of user seats in your plan. You are responsible for your Authorized Users' compliance with these Terms and for all acts and omissions of your Authorized Users as if they were your own.

Notify us promptly at support@masmer.pro of any unauthorized access to or use of your account.

Some or all of the Services may be made available on a pre-release, early access, pilot or beta basis ("Beta Services"). You acknowledge that Beta Services:

are provided "as is" and may contain errors, defects and incomplete functionality;

are not subject to any service level commitment, uptime guarantee or support obligation;

may be modified, suspended or discontinued at any time, with or without notice; and

may be subject to loss or deletion of data.

You should not use Beta Services as the sole system of record for any business-critical data. You are responsible for maintaining independent backups of any data you consider important. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to Beta Services will not exceed five hundred U.S. dollars ($500).

5.1 Fees. You will pay the fees for the plan you select, as displayed at the point of purchase or in an applicable order form. Fees are stated in U.S. dollars.

5.2 Billing and renewal. Subscriptions are billed monthly in advance and renew automatically for successive periods of the same length unless cancelled before the end of the then-current period. By subscribing, you authorize us and our payment processor to charge your payment method automatically on a recurring basis for each renewal term until you cancel.

Where required by applicable law, we will send you a renewal reminder or other renewal notice stating the renewal date, the amount to be charged and how to cancel. You may cancel at any time as described in Section 5.3.

5.3 Cancellation. You may cancel at any time by emailing support@masmer.pro or, where the Services provide the functionality, through your account settings. Cancellation takes effect at the end of the current billing period. Except as required by law or as expressly stated in these Terms, fees are non-refundable and we do not provide refunds or credits for partial periods, unused seats, or unused features.

5.4 Price changes. We may change our fees. We will give you at least 30 days' notice before a price change takes effect, and the change will apply from your next renewal. If you do not accept a price change, your remedy is to cancel before the change takes effect.

5.5 Late payment. If a payment fails or is overdue, we may suspend your access to the Services after 14 days' notice and charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, together with our reasonable costs of collection.

5.6 Taxes. Fees exclude all sales, use, VAT, GST and similar taxes. You are responsible for all such taxes other than taxes on our net income. If we are required to collect such taxes, we will add them to your invoice.

5.7 Free trials. We may offer free trials. Unless you cancel before the trial ends, your subscription will convert to a paid plan and your payment method will be charged. We may modify or withdraw free trials at any time.

6.1 Ownership. As between the parties, you retain all right, title and interest in and to the data, content, files, images, records and other materials you or your Authorized Users submit to or generate through the Services, including data relating to your own customers and jobs ("Customer Data"). We claim no ownership in Customer Data.

6.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, process and otherwise use Customer Data solely as necessary to: (a) provide, maintain, secure and support the Services for you; (b) prevent or address technical or security issues; and (c) comply with law.

6.3 Your responsibility for Customer Data. You are solely responsible for Customer Data, including its accuracy, quality, legality, and the means by which you acquired it. You represent and warrant that you have all rights, consents and permissions necessary to submit Customer Data to the Services and to permit us to process it as described in these Terms and our Privacy Policy.

6.4 Sensitive data. You must not submit to the Services any government-issued identification numbers, payment card data (other than through our designated payment processor), financial account credentials, health information, biometric data, or any other category of information subject to heightened regulatory protection, unless we have agreed in writing in advance.

6.5 Aggregated and de-identified data. We may generate and use aggregated or de-identified data derived from your use of the Services (data that does not identify you, your Authorized Users, or any individual) to operate, analyse, improve and develop the Services and for benchmarking and statistical purposes. We will not disclose such data in a form that identifies you.

6.6 Machine learning. We will not use identifiable Customer Data to train generally available machine learning models without your prior written consent. We may use Customer Data to train or fine-tune models that operate solely within your own account or workspace. Where the Services rely on third-party AI providers, we will use commercially reasonable efforts to contract on terms that prohibit those providers from training on Customer Data.

6.7 Retention and export. During the term you may export Customer Data using any export features the Services make available. Following termination, we will retain Customer Data for 30 days, during which you may request an export. After that period we may delete Customer Data, subject to our backup cycles and any legal retention obligation.

Our handling of personal information is described in our Privacy Policy.

7.1 Roles. Where Customer Data includes personal information of individuals (including your own customers), you act as the business or controller and we act as your service provider or processor. We will process such personal information only on your documented instructions, as necessary to provide the Services, and in accordance with Section 7.2.

7.2 Our commitments as service provider. In processing personal information contained in Customer Data we will: (a) process it only for the limited and specified purpose of providing the Services to you and as otherwise permitted by these Terms, and not for any commercial purpose of our own; (b) comply with the obligations applicable to a service provider or processor under applicable U.S. state privacy law, and provide it the same level of protection those laws require; (c) not sell or share it, and not retain, use or disclose it outside the direct business relationship between us; (d) not combine it with personal information received from another source, except as permitted by applicable law; (e) maintain reasonable technical and organizational security measures designed to protect it; and (f) notify you without undue delay after becoming aware of a security incident affecting it. We certify that we understand these restrictions and will comply with them.

7.3 Sub-processors. You authorize us to engage sub-processors, including cloud hosting, telephony and voice, AI, messaging, data and pricing, communications and support providers, to process personal information contained in Customer Data in order to provide the Services. We will impose on each sub-processor written obligations no less protective than those in this Section, and we remain responsible for their performance. We will make available a current list of sub-processors on request.

7.4 Your oversight rights. You may take reasonable and appropriate steps to confirm that we use personal information contained in Customer Data in a manner consistent with your obligations under applicable privacy law, and to stop and remediate any unauthorized use. We will notify you if we determine that we can no longer meet our obligations under this Section. On reasonable written request, and no more than once in any twelve-month period unless required by law or following a security incident, we will provide information reasonably necessary to demonstrate our compliance with this Section.

7.5 Individual rights and deletion. Where an individual exercises a privacy right in respect of personal information contained in your Customer Data, you are responsible for responding. Taking into account the nature of the processing, we will provide reasonable assistance, through the functionality of the Services or otherwise, to enable you to respond, and we will comply with your instructions to access, correct, delete or export that personal information. On termination we will return or delete it in accordance with Section 6.7.

7.6 No separate addendum required. This Section is intended to satisfy the requirement under applicable U.S. state privacy law for a written contract between a business or controller and its service provider or processor. No separate data processing addendum is required. If a privacy law applicable to you requires terms this Section does not contain, contact us and we will agree reasonable additional terms in writing; any such terms control over this Section to the extent of a conflict.

You are responsible for your own compliance with all laws applicable to your business, including contractor licensing, home improvement contracting statutes, consumer protection and home solicitation sales rules, lien laws, workplace safety, and tax. The Services are software tools; they do not constitute legal, tax, accounting, insurance or professional advice, and templates or documents generated through the Services are not a substitute for review by a qualified professional.

Figures shown in the Services, including amounts collected, costs, amounts kept after costs, margins and similar figures, are calculated from the information you and your Authorized Users enter and are provided for information only. They are not financial statements and are not accounting, tax, financial or regulatory advice.

Masmer is not a law firm and does not provide legal services or legal advice. No attorney-client relationship is created between you and Masmer, or between you and any officer, director, employee or agent of Masmer, by your use of the Services, by any document generated through the Services, or by any support or other communication you receive from us. Our support personnel can explain how the Services operate; they do not advise on whether any term is enforceable, adequate or appropriate for your circumstances, and any statement they make is not legal advice and may not be relied on as such.

This Section is important. Please read it carefully.

The Services may allow you to send text messages (SMS), emails, automated reminders, marketing messages and other communications to your customers and other recipients ("Customer Communications"). You are the sender of all Customer Communications and are solely responsible for the recipients, timing, content, consent basis, campaign settings and instructions for those Customer Communications. We act only as a software platform and conduit at your direction, and we do not determine whether any recipient has consented to receive any Customer Communication.

You represent, warrant and covenant that, for every Customer Communication, and for any workflow or automation that triggers one:

you have obtained and maintain records of all consents, notices and permissions required by applicable law, including the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, state telemarketing and mini-TCPA statutes, and applicable carrier, messaging-provider and industry rules and codes;

you will honour opt-out, revocation, do-not-call and unsubscribe requests promptly, will maintain suppression lists and consent records, and will not send to any recipient who has opted out or for whom you cannot demonstrate the required consent;

you will comply with applicable time-of-day restrictions, identification and disclosure requirements, and any rules governing autodialed, prerecorded, automated or marketing communications;

the content, recipients, timing and purpose are accurate, lawful, not misleading or deceptive, and do not violate any law or any third party's rights; and

you will not use the Services to send unsolicited bulk messages, or to send to numbers or addresses obtained without consent, purchased from third parties, scraped, or otherwise collected in violation of law.

You acknowledge that any scheduling, reminders, templates, suggested content or other automation in the Services operates only based on your settings and instructions, and does not change your responsibility for compliance with this Section. We may require you to provide proof of consent, campaign details, sample messages, or other information to verify compliance, and may suspend or disable messaging functionality or your use of it at any time if we reasonably believe you may be violating this Section, any carrier or provider rule, or applicable law.

AI receptionist calls. If you enable our AI receptionist on your business line, you are responsible for providing any notice and obtaining any consent required by law for calls to be answered by an automated system and for calls to be recorded or transcribed, including all-party consent where required by the law of the state in which you or a caller is located. Calls answered by the AI receptionist on your behalf are treated as Customer Communications for the purposes of this Section and Section 16.

You will defend, indemnify and hold us harmless from any claim, penalty, fine, damages, settlement, or cost (including reasonable attorneys' fees) arising out of or relating to Customer Communications, including any claim under the TCPA, the CAN-SPAM Act, any state telemarketing or privacy law, or any equivalent law. The limitation of liability in Section 15 does not limit your obligations under this Section.

We may suspend or disable messaging functionality immediately, without notice, if we reasonably suspect a breach of this Section, a carrier or messaging-provider rule, or applicable law.

You will not, and will not permit any Authorized User or third party to:

use the Services in violation of any law or third-party right;

upload or transmit malware, or interfere with, disrupt, or place undue load on the Services or their infrastructure;

attempt to gain unauthorized access to the Services, any account, or any related system or network;

reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Services, except to the extent this restriction is unenforceable under applicable law;

copy, modify, translate, or create derivative works of the Services;

resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau to any third party, except as expressly permitted in writing;

use the Services to build or assist in building a competing product or service, or to benchmark the Services for publication without our prior written consent;

use any robot, scraper, or automated means to access the Services other than through documented APIs;

remove or obscure any proprietary notice; or

misrepresent your identity or affiliation.

The Services may integrate with, or allow you to transact with, third-party products, suppliers, marketplaces, data providers and payment processors ("Third-Party Services"). Third-Party Services are provided by their respective providers under their own terms, and your use of them is at your own risk.

We do not control Third-Party Services and are not responsible for their availability, accuracy, pricing, content, security, or for any transaction between you and a third party. Product data, pricing, availability and specifications displayed from a supplier or data provider are provided for convenience only, may be delayed, incomplete or out of date, and must be independently verified with the supplier before you rely on them, quote them to a customer, or make any commitment based on them. Any order you place with a supplier is a contract between you and that supplier, and we are not a party to it.

We may cease supporting any Third-Party Service or integration at any time.

Certain features use artificial intelligence and machine learning, including features that generate or suggest estimates, pricing, descriptions, messages, data mappings, summaries and other content ("AI Output").

AI Output is generated automatically, may be inaccurate, incomplete or unsuitable for your circumstances, and is provided as a draft for your review. You are solely responsible for reviewing, verifying and approving all AI Output, including all assumptions, quantities, pricing, descriptions, legal terms, code or permit references, timing, customer communications and other content, before relying on it, sending it to any third party, or using it as the basis for any quotation, contract, price or commitment. We make no representation that AI Output is accurate, complete, current, lawful, non-infringing or fit for any purpose, and we are not liable for any decision made or action taken in reliance on it. AI features do not provide legal, tax, accounting, insurance, engineering, estimating or other professional advice.

You must not use AI features to generate unlawful, infringing, deceptive or harmful content. AI Output may not be unique, and similar output may be generated for other customers.

12.1 Generated Documents. Certain features produce draft documents intended for your use with your own customers, including scopes of work, estimates, quotes, contracts, payment schedules, change orders, materials lists, punch lists and similar documents ("Generated Documents"). A Generated Document is a general, non-jurisdiction-specific draft produced automatically from the information you supply. It is not prepared, settled, reviewed or approved by a lawyer. It does not take account of the law of any particular state, county or municipality, and it does not contain any state-mandated notice, disclosure, cancellation right, deposit limit, lien notice, licensing statement, warranty term or other jurisdiction-specific provision. We do not represent that any Generated Document complies with the law of any jurisdiction, and we do not undertake to monitor, update or maintain any provision of any Generated Document for legal accuracy or currency.

12.2 You are the author and the issuer. Every Generated Document is produced as an editable draft. You determine its final content, you review and approve it, and you decide whether, when, to whom and by what means it is issued. Generated Documents are issued under your own name and through your own channels; they do not carry our name, mark or branding, and we are not a party to, and take no part in, any agreement, negotiation, transaction or dispute between you and your customer. As between you and us, you are the sole author and issuer of each Generated Document you approve, and it forms part of your Customer Data.

12.3 No reliance. You acknowledge and agree that you are not relying, and will not rely, on us or on the Services for the legal sufficiency, enforceability, completeness, regulatory compliance, pricing accuracy, quantity accuracy or arithmetical accuracy of any AI Output or Generated Document, and that you have the skill, experience and independent judgement to evaluate it yourself or to obtain professional advice on it. You are responsible for checking every figure, quantity, description, payment schedule, exclusion and term before approving or issuing a Generated Document, and for obtaining review by a qualified professional where appropriate. Any acknowledgement, notice or disclaimer we display when a Generated Document is produced forms part of these Terms.

12.4 Your records. We may record, for each Generated Document, the version of the Services and of any notice displayed, the content generated, the changes you made, and the date and time you approved it. Either party may use those records in any proceeding, and you agree they are admissible to the same extent as business records kept in written form.

12.5 Client job portal and electronic signatures. The Services let you share a link with your own customer to view information about a job (our client job portal, Noella) and to review and electronically sign an estimate or contract. You decide what is shared, with whom and when, and anything shown or signed through those pages forms part of your Customer Data. Where your customer signs electronically, you are responsible for any consent, disclosure or record-keeping that applicable law requires for electronic signatures and records, including under the federal Electronic Signatures in Global and National Commerce Act and state law, and for deciding whether an electronic signature is appropriate for the transaction. We provide the signing tool and keep the signing record described in our Privacy Policy; we are not a party to the signed document.

12.6 Ozeri and messaging services. Our business assistant, Ozeri, can be used through third-party messaging services such as Telegram and WhatsApp. To use Ozeri through a messaging service you need an account with that service and must comply with its terms; the service is a Third-Party Service under Section 11 and processes your messages under its own terms. You pair a messaging account with your Masmer account using a one-time code. Anyone who can use a paired messaging account can see the information Ozeri returns about your business and ask Ozeri to make the changes it supports, so you are responsible for keeping each paired account and device secure and for telling us promptly at support@masmer.pro if you lose control of one. Ozeri answers questions about your own business; it is not a general-purpose assistant and is not a channel for messaging your customers. Changes Ozeri makes on your instruction, including any you confirm, are made by you, and Ozeri's answers are AI Output. We may limit, suspend or stop Ozeri on any messaging service, including where the provider of that service changes its terms or rules.

13.1 Our IP. We and our licensors own all right, title and interest in and to the Services, including all software, models, designs, interfaces, documentation, trade marks and all intellectual property rights therein. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your internal business purposes. All rights not expressly granted are reserved.

13.2 Feedback. If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit them for any purpose, without obligation or compensation to you.

14.1 Mutual. Each party represents that it has the authority to enter into these Terms.

14.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE LOWER LIMIT FOR BETA SERVICES IN SECTION 4, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY AI OUTPUT, ANY GENERATED DOCUMENT, ANY THIRD-PARTY SERVICES, ANY CUSTOMER COMMUNICATIONS, ANY SECURITY INCIDENT, OR ANY LOSS OR CORRUPTION OF DATA WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE THOUSAND U.S. DOLLARS ($1,000).

15.3 Exclusions. The limitations in this Section do not apply to your obligations under Section 9 (Communications), Section 16 (Indemnification), your payment obligations, or to either party's liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

15.4 Basis of the bargain. You acknowledge that the fees for the Services reflect this allocation of risk, and that these limitations are an essential basis of the bargain between the parties and apply even if a limited remedy fails of its essential purpose.

16.1 By you. You will defend, indemnify and hold harmless Masmer, its affiliates, and their officers, directors, employees and agents from and against any third-party claim, and any resulting loss, liability, damage, fine, penalty, settlement or cost (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data; (b) Customer Communications; (c) your or your Authorized Users' use of the Services; (d) your breach of these Terms or of any applicable law; or (e) any dispute between you and your own customer, employee, subcontractor or supplier.

16.2 Procedure. The indemnified party will promptly notify the indemnifying party of any claim, allow it to control the defence and settlement (provided that no settlement imposing liability or an admission on the indemnified party may be made without consent), and provide reasonable cooperation at the indemnifying party's expense.

16.3 Waiver of contribution and indemnity; covenant not to implead. To the maximum extent permitted by law, you irrevocably waive, and covenant not to assert against us, any claim for contribution, indemnity, apportionment, subrogation, equitable indemnity or comparative fault, and any claim that we are or may be liable to you for all or any part of a claim asserted against you, in each case arising out of or relating to any AI Output, any Generated Document, any Customer Communication, or any dispute between you and your customer, employee, subcontractor or supplier. You will not join, implead, or file a third-party claim, cross-claim or contribution claim against us in any such proceeding. If you do so in breach of this Section, you will reimburse our reasonable costs and attorneys' fees incurred in obtaining dismissal. This Section does not apply to any claim arising from our fraud or wilful misconduct, or to any liability that cannot be waived under applicable law.

16.4 Survival of allocation. The allocation of responsibility in Sections 8, 9, 12 and 16 reflects the fees charged for the Services and is an essential basis of the bargain between the parties. It survives termination and applies regardless of the form of action or theory of liability.

We may suspend your access to all or part of the Services, with notice where practicable, if: (a) your account is overdue; (b) we reasonably believe your use poses a security, legal or operational risk to us, the Services or any third party; (c) we reasonably suspect a breach of Section 9 or Section 10; or (d) we are required to do so by law. We will restore access promptly once the cause of suspension is resolved.

18.1 Term. These Terms apply from the date you first accept them until your account is terminated.

18.2 Termination by you. You may terminate at any time by cancelling your subscription and closing your account, in accordance with Section 5.3.

18.3 Termination by us. We may terminate these Terms and your account: (a) for your material breach, if not cured within 15 days of notice; (b) immediately, for breach of Section 9 or Section 10, or if required by law; or (c) for convenience, on 30 days' notice, in which case we will refund any prepaid, unused fees.

18.4 Effect. On termination, your right to use the Services ends immediately and any accrued fees become due. Section 6.7 governs data export. Sections 5.3, 6.1, 6.5, 6.7, 7, 8, 9, 11, 12, 13, 14, 15, 16, 19, 20 and 21 survive termination, together with any provision that by its nature should survive.

We may modify these Terms from time to time. We will post the updated Terms and revise the "Last updated" date above.

Non-material changes take effect when posted, subject to the paragraph headed "No retroactive effect" below and to Section 20.

Material changes take effect no earlier than 30 days after we notify you by email to your account address or by prominent in-product notice. If you continue to use the Services after a material change takes effect, you accept it, except that any material change to Section 20 (Governing law and dispute resolution) will apply only if you affirmatively accept that change. If you do not accept a material change, you may terminate your subscription before the effective date and receive a pro-rata refund of prepaid unused fees. Where we reasonably determine that a change materially affects your rights, we may require you to accept the updated Terms by an affirmative action (such as clicking "I accept") before continuing to use the Services.

No retroactive effect. Changes apply prospectively only. No amendment to these Terms will apply to any dispute, claim or cause of action that arose before the effective date of that amendment, and no amendment to Section 20 (Governing law and dispute resolution) will apply to any dispute of which either party gave notice before the effective date of that amendment or unless the affected party affirmatively accepts that amendment.

We may also modify, add to, or discontinue features of the Services. We will not materially reduce the core functionality of a paid plan during a period you have already paid for without offering you a pro-rata refund.

20.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal resolution. Before initiating any proceeding, the parties will attempt in good faith to resolve the dispute by written notice and discussion for at least 30 days.

20.3 Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved under Section 20.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Masmer will pay the arbitration filing, administrative and arbitrator fees to the extent required by the AAA rules or applicable law for this Section to be enforceable; otherwise, those fees will be allocated under the AAA rules, and each party will bear its own attorneys' fees except to the extent the arbitrator awards fees or costs under these Terms, the AAA rules or applicable law.

20.3A Pre-dispute notice. Before commencing arbitration, the claiming party must send an individualized written notice of dispute signed by the claimant, stating the claimant's name and account, the specific facts giving rise to the dispute, the relief sought and the basis for calculating it. A notice submitted on behalf of multiple claimants does not satisfy this requirement. The parties will then negotiate in good faith for 30 days. If a demand for arbitration is filed without a materially compliant notice, the arbitration will be stayed until that notice is provided and the 30-day period has run, and the arbitrator may enforce this requirement.

20.3B Batch arbitration. If 25 or more demands for arbitration raising substantially similar claims are filed against us by or with the assistance of the same law firm or coordinated group of firms within a 90-day period, the demands will be administered in sequential batches of no more than 25 at a time. A single arbitrator will preside over each batch, and each batch will be treated as a single consolidated case for administrative and fee purposes only. The parties will cooperate in good faith with the administrator to implement this Section, and all applicable limitation periods are tolled for demands awaiting their batch. If the administrator will not administer batching consistently with this Section, either party may elect to litigate in the courts identified in Section 20.5, and the waiver in Section 20.4 continues to apply to the maximum extent permitted by law.

20.3C Small claims. Either party may bring an individual claim in a small claims court of competent jurisdiction instead of arbitration, provided the claim remains in that court and proceeds on an individual basis.

20.4 No class actions. Disputes will be resolved only on an individual basis. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate the claims of more than one party except as expressly provided in Section 20.3B for administrative batching. If this waiver is held unenforceable or invalid as to any claim or request for relief, the entire arbitration agreement in Section 20.3 is void as to that claim or request for relief, which will instead be brought in the courts identified in Section 20.5. In no event will any class, collective, consolidated or representative proceeding be arbitrated.

20.5 Venue. If Section 20.3 is held unenforceable, or if arbitration is not elected, the state and federal courts located in Delaware will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum, to the maximum extent permitted by law.

20.6 Jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

20.7 Time limit. Any claim arising out of or relating to these Terms must be brought within one (1) year after it accrues, or it is permanently barred, except to the extent this limitation is prohibited by law.

21.1 Entire agreement. These Terms, together with the Privacy Policy and any order form or addendum executed by the parties, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements and understandings on the subject matter. If an order form executed by the parties conflicts with these Terms, the order form controls to the extent of the conflict. Any terms in your purchase order or other business form are void and of no effect.

No reliance. You acknowledge and agree that in entering into these Terms you have not relied on, and will have no remedy in respect of, any statement, representation, warranty, assurance, forecast, demonstration or understanding (whether written or oral, and whether made negligently or innocently) other than those expressly set out in these Terms, including any statement in any website content, demo, marketing material, sales communication or other extracontractual communication. Nothing in this Section limits liability for fraudulent misrepresentation.

21.2 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets. Any attempted assignment in breach of this Section is void.

21.3 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

21.4 No third-party beneficiaries. These Terms do not confer any rights on any person other than the parties.

21.5 Notices. We may give notice by email to the address on your account or by in-product notification. You must send legal notices to support@masmer.pro.

21.6 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, governmental action, internet or utility failure, or failure of a third-party provider.

21.7 Waiver and severability. No failure or delay in exercising a right operates as a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

21.8 Export and sanctions. You represent that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted party list.

21.9 U.S. Government users. The Services are "commercial computer software" and are provided with only those rights granted to all other users under these Terms.

21.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation".

21.11 Electronic communications and signatures. You consent to receive all communications, agreements, notices and disclosures from us electronically, by email to your account address or by posting within the Services, and agree that this satisfies any legal requirement that such communications be in writing. You agree that your electronic acceptance of these Terms constitutes your signature, and that records we maintain in the ordinary course of business are admissible to the same extent as business records kept in written form.

Masmer Technologies Inc.

210 W 89th St, New York, NY 10024

Email: support@masmer.pro