Terms Of Service

TERMS OF SERVICE

In connection with the use of the Service (as defined below) Customer and/or Customer’s organization or corporation (“Customer” or “Customer’s”) hereby agree to the terms and conditions contained herein (the “Terms of Service”). These Terms of Service govern Customer’s use of the file transfer service available through the MASSIVE.io Website and file transfer web and desktop applications (collectively, the “Service”) available at massive.io (the “Website”) owned and operated by MASV Inc. (“MASV”).

BY ACCEPTING THE TERMS OF SERVICE, EITHER BY: A) SIGNING A PURCHASE ORDER WHICH REFERENCES THE TERMS OF SERVICE; B) CLICKING A BUTTON LABELED “START ANNUAL SUBSCRIPTION,” “SUBSCRIBE,” “CREATE ACCOUNT,” OR SIMILAR AT CHECKOUT OR ACCOUNT REGISTRATION; OR C) USING OR ACCESSING THE SERVICE, CUSTOMER ACKNOWLEDGE THAT CUSTOMER HAVE READ AND UNDERSTOOD ALL OF THE PROVISIONS, AND HAVE THE AUTHORITY TO AGREE TO AND WILL COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, TOGETHER WITH ANY PURCHASE ORDER AND INCLUDING MASV’S PRIVACY POLICY, ALL OF WHICH ARE INCORPORATED BY REFERENCE AND DEEMED TO BE PART OF THE ENTIRE AGREEMENT ENTERED INTO BETWEEN CUSTOMER AND MASV. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT: (I) CUSTOMER IS AUTHORIZING MASV AND ITS PAYMENT PROCESSOR (INCLUDING STRIPE) TO STORE CUSTOMER’S PAYMENT METHOD AND TO CHARGE IT ON A RECURRING BASIS FOR ALL APPLICABLE SUBSCRIPTION FEES FOR THE FULL SUBSCRIPTION TERM AND ANY RENEWAL TERMS; (II) CUSTOMER’S SUBSCRIPTION CONSTITUTES A BINDING FINANCIAL COMMITMENT FOR THE ENTIRE SUBSCRIPTION TERM; (III) CUSTOMER’S CONTINUED USE OF THE SERVICE AFTER PURCHASE CONSTITUTES ONGOING CONFIRMATION OF AUTHORIZATION AND ACCEPTANCE OF CHARGES; AND (IV) CUSTOMER WILL NOT DISPUTE LEGITIMATE CHARGES WITH CUSTOMER’S FINANCIAL INSTITUTION OR PAYMENT PROVIDER. IF, AFTER READING THE TERMS OF SERVICE, CUSTOMER DO NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, CUSTOMER SHALL NOT USE OR ACCESS THE SERVICE.

IF YOU ARE AN AGENT OR EMPLOYEE OF THE CUSTOMER THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON CUSTOMER’S BEHALF AND TO BIND THE CUSTOMER, AND (II) THE CUSTOMER HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

In the event of any inconsistency between Customer’s Purchase Order and these Terms of Service, Customer’s Purchase Order shall take precedence only to the extent of such inconsistency.

1. Definitions

In these Terms of Service:

“Agreement” means the Purchase Order, these Terms of Service, and the Support Terms available at https://massive.io/support.

“Anniversary Date” means the calendar date in each renewal year (or, for monthly billing cycles, each renewal month) that corresponds to the original start date of Customer’s Subscription Term, on or around which automatic renewal charges are applied to the payment method on file.

“Billing Cycle” means the recurring period for which Subscription Fees or Overage Fees are calculated and invoiced, being either monthly or annually as specified in the applicable Purchase Order or account settings.

“Branded Portal” means a customized user interface provided by MASV that allows Customer to apply Customer’s own branding elements, including logos, colors, and custom URLs, to the file transfer portal used by Customer’s recipients.

“Customer” means the customer named in an applicable Purchase Order.

“Data Protection Laws” means all laws and regulations, including laws and regulations of Canada (including the Personal Information Protection and Electronic Documents Act (Canada) and the Canadian Anti-Spam Legislation, each as amended or superseded from time to time), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the GDPR, applicable to the Processing of Personal Data under the Agreement.

“Data Retention and Deletion” means that MASV will retain Personal Information for as long as necessary to provide the Service and fulfill the purposes outlined in this Agreement and the Privacy Policy. Personal Information will be deleted or anonymized within ninety (90) days following: (a) termination of Customer’s Subscription; (b) Customer’s written request for deletion; or (c) the data is no longer necessary for the purposes for which it was collected, unless a longer retention period is required by law or necessary for the establishment, exercise, or defense of legal claims, or necessary to comply with contractual retention obligations or legitimate business requirements (e.g., audit, billing).

“Data Breach Notification”. In the event of a data breach that affects Customer’s Personal Information and is required to be reported under applicable Data Protection Laws, MASV will notify affected users without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the breach. Notification will be provided via email to the address associated with Customer’s account, or through prominent notice on MASV’s Website or Service. The notification will include, to the extent reasonably known at the time: (a) the nature of the breach; (b) the categories and approximate number of affected users and Personal Information records; (c) the likely consequences of the breach; (d) the measures taken or proposed to address the breach and mitigate potential adverse effects; and (e) contact information for further inquiries. We will also comply with any additional notification requirements under applicable laws and regulations.

“Documentation” means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes, if any, that MASV generally makes available to subscribers of the Service, as the case may be.

“Free Monthly Data Allowance” means the fifteen (15) GB of data transfer capacity included at no charge each calendar month for Pay-As-You-Go accounts, as further described in Section 3.11.

“Overage Fees” means the per-GB charges incurred by Pay-As-You-Go customers for data transfer usage exceeding the Free Monthly Data Allowance in any calendar month, at MASV’s then-current published rate.

“Purchase Order” means a form provided by MASV to Customer for ordering a Subscription, and/or other services.

“Personal Information” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Laws.

“Privacy Policy” means the policy located at https://massive.io/privacy-policy/, which sets out how MASV collects, handles and Processes Customer’s Personal Information.

“Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Security Measures” MASV implements appropriate technical and organizational security measures to protect Customer’s Personal Information from unauthorized access, alteration, disclosure, and destruction. These measures include, but are not limited to: (a) encryption of data in transit using industry-standard protocols (TLS/SSL); (b) encryption of data at rest; (c) regular security assessments and vulnerability testing; (d) access controls and authentication mechanisms to limit access to Personal Information to authorized personnel only; (e) logging and monitoring of system access and activities; (f) regular backup procedures; and (g) incident response procedures. While MASV strives to protect Customer’s Personal Information, no method of transmission or storage is completely secure, and MASV cannot guarantee absolute security. Customer is responsible for maintaining the confidentiality of Customer’s account credentials.

“Service” means the cloud-based hosted software as a service offering for secure file transfer and temporary delivery for which Customer is granted rights of access and use in accordance with this Agreement, including any ancillary services available in connection therewith, as such Service and Documentation may be updated, modified, or discontinued from time to time by MASV in its sole discretion. The Service is designed for temporary file transfer and is not intended as a permanent storage solution. MASV reserves the right to modify, update, enhance, reduce, or discontinue any features, functionality, or specifications of the Service at any time without liability to Customer, provided that MASV will use commercially reasonable efforts to: (a) maintain the core file transfer functionality of the Service; and (b) provide Customer with reasonable advance notice of any material reduction or discontinuation of Service features that would substantially impair Customer’s use of the Service. Notwithstanding the foregoing, MASV may immediately modify or suspend any aspect of the Service without notice if reasonably necessary to address security vulnerabilities, legal or regulatory requirements, or prevent harm to MASV’s systems or other customers.

“Subscription” means the specific service model chosen by a Customer and the right granted by MASV to Customer to access and use the Service in accordance with these Terms of Service and the applicable Purchase Order. these Terms of Service and the applicable Purchase Order. Annual Subscriptions constitute a twelve (12)-month minimum commitment (the “Subscription Term”), regardless of whether Subscription Fees are invoiced monthly or annually in advance. By selecting an Annual Subscription, Customer enters into a binding twelve (12)-month financial obligation and authorizes MASV and its payment processor (including Stripe) to store Customer’s payment method and to charge it on a recurring basis for the full Subscription Term and any renewal terms, unless Customer cancels in accordance with Section 3.5 of these Terms of Service.

“Subscription Fee” means the fee payable by Customer for a Subscription as set out in the Purchase Order.

“Support Terms” means the terms on which MASV supports Customer, including service availability commitments, support response times, and remedies for service level failures which are available at https://massive.io/support/.

“Third-Party Sharing and Disclosure” means MASV’s sharing of Personal Information with third parties as further described in the Privacy Policy.

“User” means an employee of Customer.

“User Data Rights”: Subject to applicable Data Protection Laws, Customer have the following rights regarding Customer’s Personal Information: (a) Right of Access: Customer may request confirmation of whether MASV processes Customer’s Personal Information and obtain a copy of such data; (b) Right to Rectification: Customer may request correction of inaccurate or incomplete Personal Information; (c) Right to Erasure: Customer may request deletion of Customer’s Personal Information, subject to our legal obligations to retain certain data; (d) Right to Data Portability: Customer may request to receive Customer’s Personal Information in a structured, commonly used, and machine-readable format and have it transmitted to another controller where technically feasible; (e) Right to Restrict Processing: Customer may request restriction of Processing of Customer’s Personal Information under certain circumstances; (f) Right to Object: Customer may object to Processing of Customer’s Personal Information for certain purposes; and (g) Right to Withdraw Consent: Where Processing is based on consent, Customer may withdraw consent at any time without affecting the lawfulness of Processing based on consent before withdrawal. To exercise any of these rights, please contact MASV using the contact information provided in these Terms of Service. We will respond to Customer’s request within the timeframe required by applicable Data Protection Laws, typically within thirty (30) days.

2. The Service

1. The Service is made available as part of a simple and fast file transfer system allowing Customer to move data files via our private global network.

2. Subject to the terms and conditions of this Agreement (including the applicable Purchase Order) and payment of the applicable Subscription Fees, MASV hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right to (a) access and use (and to permit Users to access and use) the Service, solely during the Subscription Term; and (b) access and use, and to permit Users to access and use, the Documentation as reasonably necessary to support Customer’s permitted use of the Service during the Subscription Term. If Customer downloads the Service, then subject to the terms and conditions of this Agreement and Customer’s payment of the applicable Subscription Fees, MASV grants Customer a non-exclusive, non-transferable, non-sublicensable, internal license to use the Service and any copies thereof, and as many copies of the Documentation as are reasonably required to support Customer’s permitted use of the Service. Any copies of the Service that Customer makes shall include all MASV trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy originally provided to Customer. No other rights in the Service or Documentation are granted to Customer.

3. Customer acknowledge and agree that the Service compiles, stores and uses aggregated data and system usage, analytics and diagnostic information (excluding file content) to monitor and improve the Service and for the creation of new products. All data collected, used, and disclosed by MASV will be in aggregate, anonymized and/or de-identified form only and will not identify Customer, Users, Personal Information, file content, or any third parties utilizing the Service. Use of the Service is subject to fair usage within an ordinary range of use in accordance with the limits under the Order Form and in a way that does not consume excessive or unreasonable capacity in respect of the Service that Customer is using. Fair usage means usage consistent with the file transfer volumes and bandwidth allocations specified in Customer’s Purchase Order. MASV may notify Customer if usage patterns significantly exceed normal parameters for Customer’s subscription tier and will work with Customer to address such usage before taking any suspension action. We may immediately suspend, restrict, alter or terminate all or part of any Services provided to Customer, if we determine, in our sole discretion, that Customer is using the Service: (a) in violation of these Terms of Service; (b) in a manner that causes or may cause harm to the Service, other users, or MASV’s systems; or (d) for illegal or unauthorized purposes.

4. Any support related to the Service shall be provided in accordance with the Support Terms available at https://massive.io/support/. Support includes technical assistance, troubleshooting, and user guidance during standard business hours (9 AM to 6 PM EST, Monday through Friday, excluding holidays). Critical issues affecting service availability will be addressed on a priority basis as set forth in the Service Level Agreement.

3. Fees and Taxes

1. Fees. Customer agrees to pay the applicable Subscription Fees for the Subscription which Customer selected, as set out in Customer’s Purchase Order. Unless otherwise specified, Subscription Fees are quoted in the United States Dollar ($USD). By purchasing a Subscription, Customer expressly authorizes MASV and its payment processor (including Stripe) to store Customer’s payment method on file (including any updated payment method provided by Customer’s financial institution or payment processor) and to charge it on a recurring basis for all applicable Subscription Fees for the entire Subscription Term and any renewal terms, until Customer cancels in accordance with Section 3.5. Customer acknowledges and agrees that: (a) annual and multi-month Subscriptions constitute a binding financial commitment for the entire Subscription Term; (b) Customer’s use of the Service following purchase, including but not limited to uploading files, creating transfers, accessing account features, or downloading transferred files, constitutes ongoing confirmation that the transaction was authorized and legitimate; (c) MASV maintains detailed usage logs and records that document Customer’s acceptance of these Terms of Service and Customer’s ongoing use of the Service; (d) such usage records may be provided to financial institutions, payment processors, or courts as evidence of legitimate transactions; and (e) failure to read invoices, billing notifications, or renewal reminders does not void or limit Customer’s payment obligations under this Agreement.

2. Non-refundable Fees. All Subscription Fees are non-refundable, except in the following circumstances, and only where Customer has provided MASV with reasonable documentation and opportunity to remedy the issue: (a) material and recurring service errors not caused by Customer, third-party services, or internet connectivity issues that preclude Customer’s file transfers from being receivable by designated recipient(s); (b) file corruption or damage occurring during transmission that is directly attributable to demonstrated failures in MASV’s systems; (c) service unavailability materially affecting Customer’s ability to use the Service and exceeding forty-eight (48) consecutive hours due to MASV system failures; or (d) failed transfers due to MASV technical issues, provided Customer has followed all usage guidelines and Documentation. Refunds for qualifying issues will be processed within thirty (30) days of verified claim and determined in MASV’s reasonable discretion. Refunds, if granted, shall be limited to a pro-rata portion of fees paid for the affected service period and shall be Customer’s sole and exclusive remedy for any service issues. For the avoidance of doubt, temporary suspensions of file transfers that are subsequently resumed, issues caused by Customer’s systems, internet connectivity, user error, third-party service failures, or Force Majeure events do not entitle Customer to a refund.

3. Chargebacks. CUSTOMER AGREES THAT INITIATING A CHARGEBACK, PAYMENT DISPUTE, OR CLAIMING A TRANSACTION IS UNAUTHORIZED OR FRAUDULENT WITH CUSTOMER’S FINANCIAL INSTITUTION OR PAYMENT PROVIDER WHEN CUSTOMER HAS IN FACT AUTHORIZED THE TRANSACTION AND/OR USED THE SERVICE CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY CONSTITUTE FRAUD. Before initiating any chargeback or payment dispute with a financial institution or payment provider, Customer must first contact MASV at support@masv.io and provide MASV with at least ten (10) business days to investigate and resolve the billing concern. Customer acknowledges that: (a) subscription renewal charges that occur in accordance with Section 3.4 and the Subscription definition are authorized charges, regardless of whether Customer used the Service during the renewal period; (b) Overage Fees charged in accordance with Section 3.11 are authorized charges reflecting Customer’s actual usage of the Service; and (c) MASV maintains detailed account records, usage logs, authorization timestamps, and payment records that document the legitimacy of all charges and may be submitted to financial institutions, payment processors, card networks, or courts as evidence of authorized transactions. In the event Customer initiates a chargeback or dispute without first complying with the pre-dispute contact obligation above, or where the disputed charge is otherwise consistent with these Terms of Service: (i) MASV may immediately suspend or terminate Customer’s account and access to the Service; (ii) Customer will be liable for the full amount of the disputed charges plus any fees, costs, or penalties incurred by MASV, including chargeback fees, collection costs, and reasonable attorneys’ fees; (iii) MASV reserves the right to pursue all available legal remedies, including claims for fraud and breach of contract; and (iv) MASV may report such activity to credit bureaus, payment processors, and fraud prevention services . This provision does not limit Customer’s right to dispute charges that are genuinely unauthorized by Customer or that result from actual fraud by a third party unrelated to Customer’s account, provided Customer can demonstrate that Customer did not authorize the transaction and did not use or benefit from the Service.

4. Payment. Unless otherwise specified in the Purchase Order, Customer will be invoiced annually in advance for Subscription Fees. Annual Subscriptions automatically renew for successive twelve (12)-month Subscription Terms at MASV’s then-current Subscription Fees, unless Customer cancels in accordance with Section 3.5 at least thirty (30) days prior to the end of the then-current Subscription Term. MASV will provide Customer with written notice of the upcoming renewal and the applicable renewal charges no less than thirty (30) days before the renewal date. Renewal charges will be applied to the payment method on file on or around the renewal date. Additional invoices may be sent during the year for usage overages, extended storage fees, and other applicable charges as they are incurred. Payment is due within thirty (30) days of invoice date for all invoices. Customer may pay by ACH transfer, wire transfer, check, or credit card as specified in the Purchase Order.

5. Cancellation. Customer may cancel a Subscription by submitting a written cancellation request through the Service’s account settings or by contacting MASV at team@masv.io, in each case with at least thirty (30) days’ written notice prior to the end of the then-current Subscription Term. Cancellation takes effect at the end of the then-current Subscription Term and stops future auto-renewals. Cancellation does not entitle Customer to a refund of any Subscription Fees already paid, except as expressly provided in Section 3.2 or as required by applicable law. For greater certainty, failure to use the Service, failure to read renewal notices or billing emails, or failure to respond to MASV communications does not constitute cancellation and does not relieve Customer of payment obligations for the then-current Subscription Term. Customer is encouraged to contact MASV at team@masv.io to resolve any billing concerns before initiating a dispute with Customer’s financial institution or payment provider.

6. Early Termination and Downgrade Arrangements. Notwithstanding Section 10.1, MASV may, in its sole and absolute discretion, offer Customer early termination options or subscription downgrade arrangements, including but not limited to: (a) transitioning Customer from a Subscription to a Pay-As-You-Go account prior to the end of the then-current Subscription Term; or (b) reducing or eliminating remaining Subscription Fee obligations in exchange for an early termination fee or other agreed consideration. Any such arrangement must be confirmed in writing by MASV and is offered as a commercial accommodation only. Customer has no automatic right to early termination, downgrade, or any reduction of Subscription Fee obligations, and MASV’s decision to offer or decline any such arrangement in any individual case shall not create any obligation to offer similar arrangements to any other customer or in any future circumstance. Nothing in this Section modifies Customer’s payment obligations under this Agreement unless expressly agreed in writing by MASV.

7. Overdue Payments. If Customer’s account is overdue and unless there is a good faith dispute on the payable amount, in addition to any other rights and remedies available to MASV, MASV reserves the right to restrict activity on Customer’s account, which means that Customer’s access to specific content or features of the Service will be disabled until Customer pays the outstanding amounts owed for Customer’s use of the Service.

8. Taxes. Subscription Fees are exclusive of applicable taxes. Customer will be responsible for paying all sales, use, value added, or other taxes or duties, as applicable, payable with respect to the Service, or otherwise arising out of or in connection with this Agreement. For clarity, MASV are solely responsible for taxes assessable against MASV based on our income, property and employees, or withholding taxes on our behalf that you are legally obliged to withhold from payments due to us.

9. Changes in Fees. MASV may, at our sole discretion, change our prices or pricing model from time to time. For material changes to Subscription Fees or renewal mechanics, MASV will provide Customer with at least thirty (30) days’ prior written notice before such changes take effect. Changes to pricing or pricing models will be applied to Subscription Fees for all subsequent Purchase Orders and renewal terms. These Terms of Service apply on an ongoing basis to Customer’s use of the Service and to all renewals of any Subscription (“evergreen”). Customer’s continued use of the Service or non-cancellation following receipt of notice of a material change to these Terms of Service constitutes Customer’s acceptance of the updated terms.

10. Promotional Offers. We may, at our sole discretion, make promotional offers available from time to time, which shall be subject to the terms of each such offer as published by MASV. Notwithstanding any such promotional offer terms, MASV reserves the right to make changes to the terms of such promotional offers or suspend such promotional offers at any time. A promotional offer cannot be sold, transferred or combined with any other offer, and is void if altered or reproduced. A promotional offer is not valid towards the renewal of an existing Subscription or prior purchase. A promotional offer has no cash value.

11. Pay-As-You-Go. Customers who do not subscribe to a Subscription plan may access the Service on a pay-as-you-go basis (“Pay-As-You-Go”). The Service is a paid service; Pay-As-You-Go customers receive a monthly free data transfer allowance of fifteen (15) GB (the “Free Monthly Data Allowance”) at no charge, but the Service is not a “free account” for any purpose. The Free Monthly Data Allowance resets on the first day of each calendar month and does not carry over. Usage exceeding the Free Monthly Data Allowance in any calendar month (“Overage Usage”) will be billed at MASV’s then-current per-GB rate (currently $0.25 USD per GB) as published on MASV’s Website (“Overage Fees”). By creating an account and providing a payment method, Customer expressly authorizes MASV and its payment processor (including Stripe) to store Customer’s payment method and to charge it for all Overage Fees incurred in each billing cycle, without further notice or approval for each individual charge. These charges are not unauthorized or fraudulent; they reflect Customer’s actual usage of the Service beyond the included Free Monthly Data Allowance. For example: a Customer who transfers 10 GB in Month 1 will owe $0 for that month. If that same Customer transfers 60 GB in Month 2, they will owe approximately $11.25 USD (i.e., 45 GB of Overage Usage at $0.25/GB) for Month 2. Overage Fees are charged on a recurring basis each billing cycle based on actual usage and are separate from and do not convert a Pay-As-You-Go account to a Subscription. All applicable Terms of Service apply to Pay-As-You-Go accounts.

4. Content

1. Our Services allow Customer to transfer, share and deliver certain information, text, graphics, videos, or other material (the “Content”) to designated recipients. Customer is responsible for the Content that Customer transfers through the Service (the “Customer Content”), including its legality, reliability, and appropriateness.

2. Content Confidentiality. MASV acknowledges that users may transmit confidential and proprietary information through the Service. MASV agrees to: (a) treat all Customer Content as strictly confidential; (b) not access, review, analyze, or use the Customer Content transmitted through the Service except as required by law (in which case MASV will only access and inform the Customer prior to such access); (c) implement and maintain appropriate technical and organizational measures to protect the confidentiality and integrity of such content during transmission and temporary storage; (d) ensure all personnel with potential access to user content are bound by confidentiality obligations; and (e) delete or render inaccessible all user content within ten (10) days of completed transmission unless otherwise instructed by Customer or required by law. MASV’s access to file content is limited to: (i) when required by law or court order; (ii) when Customer explicitly grants permission; (iii) for automated security scanning to detect malware or viruses using non-human review processes and (iv) in response to valid copyright takedown notices provided to MASV under applicable law. In no event will MASV access the content of the files transferred by the Customer through the Service or use such content to train, fine tune or improve any AI model.

3. Customer Ownership of Content. Customer retains all ownership rights, title, and interest in and to all Customer Content, data, and materials uploaded to, transmitted through, or created within the Service. MASV acquires no ownership rights in Customer Content by virtue of this Agreement or Customer’s use of the Service.

Customer represents and warrant that: (a) the Content is Customer’s, or Customer has the right to use, post, link, store, share or transfer it, and (b) the usage, posting, linking, storing, sharing or transferring of Customer Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

4. User Conduct Standards. Customer agrees to use the Service in a responsible and lawful manner. Customer must not: (a) use the Service to harass, abuse, threaten, or intimidate other users; (b) attempt to gain unauthorized access to the Service or other users’ accounts; (c) interfere with or disrupt the Service or servers or networks connected to the Service; (d) use the Service for any illegal or unauthorized purpose; (e) impersonate any person or entity or falsely state or misrepresent Customer’s affiliation with any person or entity; (f) use automated means to access the Service without our express written permission; or (g) violate any applicable local, state, national, or international law. Customer is expected to treat other users and MASV staff with respect and professionalism at all times.

5. Customer further represents and warrants that if MASV provides Customer with the Service via a Branded Portal, MASV is not liable to Customer or any third party for damages arising from the use, re-use or adaptation of any image, logo, email notification template or branded URL chosen by Customer, including but not limited to copyright protected works or trademarks. Customer agrees to defend, indemnify and hold harmless MASV for any third-party claim alleging infringement of such third party’s intellectual property rights based on Customer’s use of the Branded Portal or the Service.

6. MASV does not actively monitor Content that Customer(s) post on or through the Services. MASV reserves the right to suspend accounts or restrict Service access based on account usage patterns or behavior that violates these Terms, without accessing file content.

7. Reporting Inappropriate Conduct. If Customer identifies user conduct that violates copyrights or these Terms of Service (such as harassment, abuse, or misuse of the Service), Customer may report it to MASV by contacting our support team at support@masv.io. We will review reports of account behavior and usage patterns and take appropriate action, which may include account suspension or termination. For content-related violations such as copyright infringement, please follow the procedures outlined in Section 5.

8. Customer acknowledges that, by providing Customer with the ability to transfer and deliver Content through the Service, MASV are acting solely as a conduit for such transfer and delivery and are not undertaking any obligation or liability relating to any Content beyond the temporary transmission and delivery services provided.

9. Feedback. Customer may provide MASV with ideas, suggestions, comments, or other feedback regarding the Service (“Feedback”). Customer acknowledges and agrees that any Feedback Customer provides is non-confidential and can be freely used by MASV. We will have the worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback in any form, media, or technology, whether now known or hereafter developed, without any compensation or attribution to Customer.

5. Copyright Notice and Take Down

1. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service. We will respond to valid copyright takedown notices, but MASV does not actively review or monitor the content of files transferred through the Service. MASV’s compliance with such notices is based on the formal requirements of the notice (Section 5.2) and not on an internal, substantive review of the Customer’s Content.

2. If Customer is a copyright owner or an agent thereof and believe that any Content infringes upon Customer’s copyright, Customer may submit a notification by providing MASV with the following information in writing:

- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- A description of the copyrighted work that Customer claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- Customer’s contact information, such as an address, telephone number, and email address;
- A statement by Customer that Customer have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by Customer, made under penalty of perjury, that the above information in Customer’s notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf.

For questions about the above, Customer can contact MASV by email at team@masv.io or by regular mail at 330-1554 Carling Ave, Ottawa Ontario, Canada, K1Z 7M4, attention: MASV Inc., Copyright Agent.

6. Accounts

1. Customer is required to open an account with MASV in order to use the Service. When Customer creates an account, Customer, or a User on behalf of Customer, must provide MASV with Personal Information that is accurate, complete, and current. Any Personal Information collected by MASV shall be subject to MASV’s Privacy Policy located at https://massive.io/privacy-policy/ (as amended from time to time). Each time Customer wishes to use the Service Customer is required to update Customer’s account information if (whether due to a change in circumstances, original error or otherwise) that information is inaccurate, incomplete or out of date at that time. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of Customer’s account on MASV’s Services.

2. Customer is responsible for safeguarding the password that Customer uses to access the Services and for any Content uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Customer’s account. Customer is fully responsible for all activity that occurs in Customer’s account, including for any actions taken by its Users.

3. Customer agrees not to disclose Customer’s password to any third party. Customer must notify MASV immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account. MASV will not be liable for any loss or damage caused by or arising from a failure to safeguard Customer’s password or account credentials.

7. Privacy

1. MASV shall secure Personal Information with all necessary safeguards appropriate to the level of sensitivity of the Personal Information and in accordance with the Privacy Policy. We shall only Process Personal Information on behalf of and in accordance with Customer’s instructions and applicable Data Protection Laws for the following purposes: (a) Processing in accordance with the Agreement; (b) Processing initiated by Users in their use of the Service; and (c) Processing to comply with other documented reasonable instructions provided by Customer, where such instructions are consistent with the terms of the Agreement and applicable Data Protection Laws. We shall ensure that its personnel engaged in the Processing of Personal Information: (x) are informed of the confidential nature of the Personal Information, (y) have received appropriate training on their responsibilities, and (z) are under contractual or statutory obligations to maintain the confidentiality of Personal Information.

2. Data Processing. For purposes of applicable Data Protection Laws, Customer is the data controller and MASV is the data processor of Personal Information that Customer provides through the Service. MASV engages certain third-party sub-processors to assist in providing the Service. A current list of sub-processors is available at trust.massive.io/subprocessors (or such other URL as MASV may provide from time to time). MASV will update this list and provide Customer with at least ten (10) days’ notice via email before adding or replacing any sub-processor; provided, however, that MASV may add or replace cloud infrastructure and content delivery network providers (including but not limited to Amazon Web Services, Google Cloud Platform, Microsoft Azure, and Cloudflare) with five (5) days’ notice or less if operationally necessary. Customer may object to a new sub-processor on reasonable data protection grounds by providing written notice to MASV within ten (10) days of receiving notice of the change (or within five (5) days for infrastructure provider changes). If the parties cannot resolve the objection within fifteen (15) days, Customer may terminate the affected Service and receive a pro-rata refund of prepaid fees for the terminated portion. Upon termination, MASV will delete or return Customer’s Personal Information as requested and provide written certification of deletion upon Customer’s request. Customer’s continued use of the Service following the notice period constitutes acceptance of the new sub-processor.

8. Proprietary Rights

1. MASV Intellectual Property. The Service and all related content, including but not limited to text, images, graphics or code are the property of MASV and are protected by copyright, trademarks and other intellectual property rights. Customer may display and copy, download or print portions of the material from Service only for Customer’s own, non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. This Agreement does not grant Customer a license to use any trademark of MASV or its affiliates without MASV’s express consent. Customer further agrees not to use, change or delete any proprietary notices from materials downloaded from the Service.

2. Restrictions. Customer shall not (and as applicable, not allow Users or any third party to) reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Service or any portion of the Website, except to the extent the foregoing restriction is expressly prohibited by applicable law. Customer acknowledges and agrees that no rights in respect to the source code of the Service or any MASV application are granted to Customer. Customer shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the Service or Documentation except as expressly provided in this Agreement. Customer shall not modify or create any derivatives works of the Service or merge all or any part of the Service with another program. Customer shall not use the Service or make the Service available to any third parties as part of any service bureau, time sharing service, application service provider offering, software-as-a-service offering or any other managed service offering. Customer further agree not to disclose, transfer or otherwise provide to any third party any portion of the Service, except as expressly permitted herein.

9. Third Party Links

The Service may contain clearly identifiable links to third party web sites or services that are not owned or controlled by MASV. MASV has no control over, and assumes no responsibility for, the content, policies, or practices of any third-party web sites or services. Customer further acknowledge and agree that MASV shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites or services. We strongly advise Customer to read the terms and conditions and privacy policies of any third-party web sites or services that Customer visits. MASV shall enable the Customer to block access to such third party websites for its Users but MASV cannot guarantee that the third party service will be delivered reliably.

10. Term and Termination

1. Subscriptions commence on the earlier of the start date specified in the relevant Purchase Order and continue for as long as Customer continues to pay the Subscription Fees and use the Service, unless terminated earlier as provided for in this Agreement. For annual or multi-month Subscriptions, Customer acknowledges and agrees that the Subscription Fee is due and payable for the entire Subscription Term regardless of Customer’s actual usage during that term. If Customer terminates a Subscription prior to the end of the applicable Subscription Term for reasons other than MASV’s material breach, Customer remains obligated to pay all Subscription Fees for the remainder of the Subscription Term. Upon renewal of a Subscription, Customer reauthorizes MASV to charge the payment method on file for the renewal term.

2. Either Party may terminate the Agreement immediately in case of material breach of this Agreement, subject to prior written notification and allowing the other Party thirty (30) days to remedy such breach. Notwithstanding the foregoing, either Party may terminate immediately without opportunity to cure in the event of: (a) breach of confidentiality obligations; (b) non-payment of undisputed amounts for more than thirty (30) days after written notice; or (c) any breach that cannot reasonably be cured.

3. In addition to any termination rights of MASV pursuant to this Agreement, extraordinary circumstances may require MASV to suspend or terminate (where appropriate), as determined in MASV’s reasonable discretion, Customer’s access to and/or use of, or otherwise modify, the Service in order to: (a) prevent material damages to, or material degradation of the integrity of, MASV or MASV’s provider’s internet network; or (b) comply with any law, regulation, court order, or other governmental order. We will notify Customer of such suspension or termination action as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination. In the event of a suspension, MASV will limit such suspension to that which is minimally required and will promptly restore Customer’s access to the Service as soon as the event giving rise to the suspension has been addressed (including by Customer agreeing to accept the risks associated with such suspension) or resolved.

4. Upon termination of this Agreement, the provisions identified in Section 19.5 (Survival) shall survive termination, and all other obligations of the parties shall cease, except as may be required by applicable law or as necessary to complete file transfers actively in progress at the time of termination (provided such transfers are completed within forty-eight (48) hours of termination). Upon termination, Customer’s right to use the Service will immediately cease, and Customer may not initiate new file transfers. If Customer wishes to terminate its account, Customer may simply discontinue using the Service and provide written notice to MASV.

5. Exit Assistance. Following termination or expiration of this Agreement, Customer will have the opportunity to retrieve Customer’s data from the Service, including all files, user lists, and account information in standard formats (CSV, JSON, or native file formats), for up to thirty (30) days or until the data is automatically deleted based on Customer’s pre-configured storage retention settings in the MASV Service, whichever occurs first. Customer acknowledges and agrees that all transfer data and files stored in the Service will be automatically deleted in accordance with the storage retention period configured by Customer in Customer’s MASV account settings (e.g., if Customer configured a 7-day storage retention period, all transfer data will automatically delete 7 days after upload, regardless of termination). MASV will not extend or modify Customer’s storage retention settings upon termination and will not retain data beyond the configured storage period to avoid incurring storage costs. MASV will provide reasonable technical assistance to help Customer export data and will answer questions about data formats and export procedures during the data retrieval period. If Customer requires enhanced migration assistance, MASV may provide such services at its then-current professional services rates. Customer is solely responsible for retrieving any data before it is automatically deleted per Customer’s configured settings. After all data has been deleted in accordance with this Section, MASV will provide written certification of deletion upon Customer’s request.

11. Indemnification

1. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, officers, directors, employees, agents, and licensors from and against any and all third party claims, losses, damages, liabilities, costs, actions, demands, or expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s misuse of the Service; (b) the other Party’s violation of this Agreement; (c) the other Party’s violation of any rights of another party, including any third party; (d) any content Customer submits, posts, or transmits through the Service; (e) allegations that the Content or Customer’s use of the Service in violation of this Agreement infringes the intellectual property rights of, or has otherwise harmed, a third party; (f) any breach of Data Protection Laws; or (g) any negligent act or omission of it, or its employees, contractors or agents.

2. Notice and Defense. Each Party shall promptly notify the other Party in writing of any claim for which indemnification is sought under this Agreement. The indemnifying Party shall have the right to control the defense and settlement of any such claim, provided that the indemnifying Party may not settle any claim without the indemnified Party’s prior written consent if such settlement would impose any obligations on indemnified Party or admit any liability on behalf of indemnified Party. Each Party agrees to reasonably cooperate with the other Party in the defense of any such claim at the indemnifying Party expense.

3. MASV IP Indemnification. Subject to the limitations set forth in Section 12 and the terms of this section, MASV agrees to indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, when used by Customer strictly in accordance with this Agreement and the Documentation, directly infringes or misappropriates any United States patent, copyright, or trade secret of such third party. This indemnification shall not apply to claims arising from or related to: (a) Customer’s modification of the Service or combination of the Service with non-MASV products, services, or content; (b) Customer’s use of the Service in violation of this Agreement or the Documentation; (c) Customer Content or any data, materials, or content provided by Customer; (d) use of any version of the Service other than the then-current version, where the infringement would have been avoided by use of the current version; (e) third-party products, services, or content accessed through or used with the Service; or (f) continued use of the allegedly infringing Service after MASV has notified Customer of the infringement claim and provided an alternative non-infringing version. If the Service is finally adjudicated by a court of competent jurisdiction to infringe a third party’s intellectual property rights, MASV may, at its sole expense and option, either: (i) procure the right for Customer to continue using the Service; (ii) modify or replace the affected portion of the Service to make it non-infringing while providing substantially equivalent functionality; or (iii) if neither option (i) nor (ii) is commercially reasonable as determined by MASV in its reasonable discretion, terminate the affected portion of this Agreement and refund to Customer a pro-rata portion of prepaid fees for the terminated Service covering the period from termination through the end of the then-current Subscription term. The remedies set forth in this section constitute Customer’s sole and exclusive remedies for any third-party intellectual property infringement claims related to the Service.

12. Limitation of Liability

1. IN NO EVENT SHALL EITHER OF US HAVE ANY LIABILITY TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).

2. IN NO EVENT SHALL EITHER PARTY’S MAXIMUM, CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CUMULATIVE LIMIT.

NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) CUSTOMER’S INDEMNIFICATION CLAIMS UNDER SECTION 11.1; (II) DAMAGES ARISING FROM CUSTOMER’S INFRINGEMENT OF MASV’S INTELLECTUAL PROPERTY RIGHTS; (III) CUSTOMER’S CLAIMS FOR NON-PAYMENT OF UNDISPUTED AMOUNTS; (IV) EITHER PARTY’S BREACH OF CONFIDENTIALITY PROVISIONS UNDER THIS AGREEMENT; OR (V) FRAUD OR WILLFUL MISCONDUCT. For clarity, MASV’s indemnification obligations under Section 11.3 are subject to the liability limitations set forth in Section 12.2.

3. The limitations set forth in this Section 12 shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. Limited Warranties and Disclaimer

1. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND MASV MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE SERVICE; AND/OR (III) THE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICE. MASV DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SERVICE CAN BE FOUND IN ORDER TO BE CORRECTED. WE DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

2. The Service is not fault-tolerant and is not designed, manufactured or intended for use in or in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation systems, air traffic control, or direct life support machines. MASV, its licensors, suppliers, subcontractors and distributors specifically disclaim any express or implied representations, warranties and/or conditions for such uses.

3. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER MASV NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT TO CUSTOMER THE RIGHTS GRANTED IN THIS AGREEMENT.

14. FORCE MAJEURE

MASV shall not be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control (“Force Majeure”), including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, pandemics, strikes, labor disputes, shortages of suitable parts or materials, telecommunications failures, power failures, or failures of third-party service providers or suppliers. In the event of any such delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay, and MASV shall have no liability for such delays or failures.

15. Evaluation Trial

1. If Customer registers for a free trial of the Service, then subject to this Agreement, MASV grants Customer a limited, personal, non-transferable, non-sublicensable, internal right and license to use the Service solely for evaluation purposes during the applicable Trial Period. For the purposes of this Section 15 “Trial Period” means the time starting from Customer’s registration to use a free trial of the Service until the earlier of: (a) the end of the free trial period for which Customer registered (which trial period shall be fourteen (14) days unless otherwise stated on the registration page for the free trial version of the Service), (b) Customer’s usage of the allotted file space; or (c) the start date of any Subscription for the Service as ordered by Customer.

2. MASV may terminate a Trial Period of the Services at any time in MASV’s sole discretion and may accept or decline any request for a free trial version of the Service in its sole discretion. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, ACCESS TO THE FREE TRIAL VERSION OF THE SERVICE IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the Service may appear on the applicable registration page or Purchase Order. Any such additional terms and conditions are incorporated into this Agreement by reference.

16. U.S. Government End-Users

The MASV software application, Services and Documentation are each a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in FAR 12.212, and are provided to the U.S. Government only as commercial end items. Government end users acquire the rights set out in this Agreement for the Application and Services consistent with: (a) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of the MASV Application and Services is further restricted by the terms and conditions of this Agreement. For the purposes of any applicable government use, the Application and Services were developed exclusively at private expense and are trade secrets of MASV (a brand of MASV Inc.) for the purpose of any Freedom of Information legislation or any other disclosure statute, regulation or provision.

17. Export Control

Customer hereby represents and warrants that Customer is not located in, under the control of, and is not a national or resident of, any country to which the export of the Service or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. Customer also represents and warrants that Customer is not an individual to whom the export of the Service or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. Customer shall comply with the export laws and regulations of Canada and the United States that are applicable to the Service and related information and Customer shall comply with any local laws and/or regulations in Customer’s jurisdiction that may impact Customer’s right to export, import, or use the Service or related information, and Customer represents and warrants that Customer has complied with any such applicable laws and/or regulations. Notwithstanding any agreement with a third party or any provision of law, regulation or policy, if Customer is an agency of the government of the United States of America, then Customer’s rights in respect of the Service and Documentation shall not exceed the rights provided under this Agreement, unless expressly agreed upon by MASV in a written agreement between Customer and MASV.

18. Marketing Rights

Customer hereby agrees: (a) that MASV may use Customer’s logo, trademarks and trade names (“Customer Marks”) on MASV’s Website and in MASV’s marketing materials in accordance with the trademark use policies of Customer in effect from time to time (and as communicated in writing to MASV) to indicate that Customer is a user of the Service. Customer may withdraw its consent hereunder upon thirty (30) days’ prior written notice to MASV. Upon receipt of such notice, MASV will use commercially reasonable efforts to remove Customer Marks from MASV’s marketing materials, provided that MASV shall not be required to recall or destroy materials already printed or distributed.

19. Miscellaneous

1. This Agreement shall be governed by the laws of the Province of Ontario, without regard to its conflict of law principles. The courts located in Ottawa, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement.

2. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and this Agreement shall be reformed only to the extent necessary to make it enforceable under such circumstances. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that each Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all its assets. MASV may use subcontractors to perform its obligations hereunder, provided that MASV remains fully responsible for all such performance. This Agreement constitutes the entire agreement between Customer and MASV regarding the Service, and supersedes and replaces any prior communications or agreements, oral or otherwise, regarding the Service.

3. Customer agrees that neither party shall be considered the legal partner of the other in any respect. This Agreement will not be construed as a teaming agreement, legal partnership, joint venture or other similar relationship. We are independent contractors as to each other in the performance of the obligations of this Agreement. Nothing in this Agreement or in its performance shall create or imply a joint venture or principal and agent relationship between the parties. Neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other.

4. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. If Customer opts to translate the Agreement into another language, the terms and conditions of the English version will prevail to the extent of any conflict, inconsistency or items lost in translation.

5. SURVIVAL. The following provisions shall survive any termination or expiration of this Agreement: (a) Definitions; (b) Payment obligations for services rendered prior to termination; (c) Confidentiality and protection of Personal Information; (d) Data Protection and Privacy obligations; (e) Indemnification; (f) Limitation of Liability; (g) Intellectual Property Rights and licenses granted by users; (h) Warranty disclaimers; (i) Governing law and dispute resolution; and (j) any other provision which by its nature or context is intended to survive termination. All other obligations of the parties shall cease upon termination of this Agreement, except as may be required by applicable law.

Contact Us

If Customer has any questions or concerns about this Agreement, please contact MASV at: team@masv.io.

Last updated: April 30, 2026