Terms of Service

This version applies to a customer from the date an owner or administrator expressly accepts it. Until then, the version the customer last accepted continues to apply. It does not retroactively replace an earlier accepted version.

Key changes in this version

This summary is for convenience. The full Terms below are what apply.

• Business use only. Masheev is only for businesses, including sole traders acting for their business (Section 1.1).
• You are the sender and caller. You are responsible for every message and call made through your account, including by AI agents, automations and integrations, and for consent, opt-outs, do-not-call checks and registrations. You keep consent records for five years (Section 6).
• Your indemnity. You cover our losses, without a cap, from claims, investigations, fines and carrier charges caused by your communications, your data, your AI agents or your breach of these Terms. Fines caused by our own breach are excluded (Sections 12.4 and 13.1).
• Our liability. Our general cap is the greater of the fees paid and payable in the previous 12 months and US$1,000. A separate, higher cap applies to data protection and security claims (Sections 12.1 and 12.1A).
• Availability. 99.9% availability is a target, not a guarantee. Service credits apply only under a signed Order Form (Section 11.4).
• Regulated data and sensitive uses. We do not sign HIPAA Business Associate Agreements. Do not use Masheev for protected health information, card numbers, professional advice, decisions about people, therapy or the other uses listed in the Acceptable Use Policy (Section 6.2 and Acceptable Use Policy Sections 4 and 7).
• Emergencies and phone numbers. The Services cannot reach emergency services. New terms explain how phone numbers are assigned, registered, ported and released (Sections 6.12 and 6.13).
• Prepaid credit. Top-Ups can only be used for Masheev services, cannot be transferred or cashed out, and do not expire while your account is open. Automatic top-up charges your saved card only within the limits you set (Section 7.3).
• Disputes. English law applies and the courts of England and Wales decide disputes. We may also bring a claim in your local courts (Sections 14 and 17).
• Changes and refunds. If you reject a change to these Terms, you can end your subscription before it applies to you and we will refund the unused part of your prepaid subscription and any unused prepaid balance (Section 19.4).

Please read in particular: Section 1.1 (business use only), Section 6 (you are the sender and caller of your communications), Section 11.4 (no service credits without an Order Form), Section 12 (limits on our liability; your liability is not capped for the matters in Section 12.4), Section 13 (your indemnity, including for fines and carrier charges), and Section 14 (courts of England and Wales).

1. Acceptance of Terms

By accessing or using the services provided by DA592 LTD, trading as Masheev ("Company," "we," "us," or "our"), including our website at masheev.com, our platform at app.masheev.com, our API at api.masheev.com, and any related software, tools, features, or functionalities (collectively, the "Services"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms" or "Agreement").

If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "Customer" and "you" refer to that organization.

You must be at least 18 years of age to use the Services. By using the Services, you represent that you are at least 18 years old.

1.1 Business Customers Only

The Services are provided only to businesses. By accepting these Terms, you confirm that Customer is a company, partnership, sole trader, charity, public body or other organization, and that it is entering into this Agreement for purposes relating to its trade, business, craft or profession. Individuals acting wholly or mainly for personal, family or household purposes must not use the Services. If you are a sole trader, you accept these Terms in the course of your business. We may ask for reasonable evidence of business status, and we may refuse or close an account that does not meet this Section 1.1, in which case we will refund any prepaid fees and unused Top-Up balance.

We offer the Services to businesses established in the United Kingdom and the United States. We may agree in writing to provide the Services to a business established elsewhere.

If a mandatory law nonetheless treats Customer as a consumer, nothing in these Terms removes the rights that law gives Customer.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

The following terms have the meanings set forth below when used in this Agreement:

3. Service Description

masheev is an AI-powered omnichannel customer support platform. The Services enable Customers to manage customer communications across multiple channels, including but not limited to:

• Voice: AI-powered phone call handling with text-to-speech and speech-to-text capabilities
• Chat: Real-time web chat and messaging
• Email: Email management and response
• SMS: Text messaging communications
• WhatsApp: WhatsApp Business messaging
• Instagram: Instagram direct messaging

The Services include AI agent capabilities that generate automated responses, summaries, and other outputs based on Customer Data and configured instructions. The Services also support integrations with third-party platforms and tools as described in the Documentation.

The specific features, capabilities, and channel availability may vary by subscription plan and may be updated from time to time.

3.1 Service Modifications

We reserve the right to modify, update, improve, or change the Services at any time, including adding, altering, or removing features, functionalities, channels, integrations, or capabilities. We will use commercially reasonable efforts to provide at least thirty (30) days' prior notice for material changes that reduce the core functionality of a Customer's current subscription plan. Minor updates, bug fixes, security patches, and improvements may be deployed without prior notice.

For the avoidance of doubt, changes to the Services may include:

• Adding, modifying, or removing communication channels (e.g., adding new messaging platforms or discontinuing support for a channel);
• Changing, upgrading, or replacing underlying AI models, providers, or third-party technology components;
• Modifying API endpoints, SDK interfaces, webhook formats, or integration protocols (with reasonable deprecation notice for breaking changes);
• Adjusting default rate limits, storage limits, user seat limits, or usage thresholds;
• Changing the user interface, workflows, or administrative controls.

3.2 Feature Deprecation

If we deprecate or permanently remove a material feature that is a documented component of Customer's current subscription plan, we will:

• Provide at least sixty (60) days' prior written notice before the feature is removed;
• Make reasonable efforts to provide a replacement or alternative functionality; and
• Allow Customer to terminate the affected subscription without penalty if no reasonable alternative is available, with a pro-rata refund of any prepaid fees for the remainder of the then-current Subscription Term.

This Section 3.2 does not apply to features that are deprecated due to third-party platform changes, regulatory requirements, or security concerns, in which cases we will provide as much notice as is reasonably practicable.

3.3 AI Provider and Model Changes

We may change, replace, or update the underlying AI models, AI providers, or machine learning systems used to power the Services at any time. We will use commercially reasonable efforts to maintain or improve the quality and capability of AI features when making such changes. Changes to AI providers or models do not constitute a material reduction in the Services, provided the overall functionality and quality of the AI features are substantially maintained.

3.4 Beta and Preview Features

We may offer certain features, tools, or capabilities designated as "beta," "preview," "early access," "experimental," or similar labels ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty, service level commitment, or support obligation. We may modify, suspend, or discontinue any Beta Feature at any time, with or without notice, and without liability. Customer's use of Beta Features is at Customer's own risk, and Customer shall not rely on Beta Features for production or business-critical operations.

3.5 Maintenance and Downtime

We reserve the right to perform scheduled and emergency maintenance on the Services. We will use commercially reasonable efforts to:

• Provide at least forty-eight (48) hours' advance notice for scheduled maintenance expected to cause service disruption;
• Schedule routine maintenance during off-peak hours when practicable;
• Minimize the duration and impact of any planned downtime.

Emergency maintenance necessary to protect the security, integrity, or availability of the Services may be performed without prior notice. We shall not be liable for any downtime, service interruption, or degraded performance resulting from maintenance activities.

3.6 Service Discontinuation

If we decide to permanently discontinue the Services in their entirety, we will:

• Provide at least ninety (90) days' prior written notice to all active Customers;
• Allow Customer to export Customer Data during the notice period in a structured, commonly used, machine-readable format (JSON), as described in Section 13 of the Data Processing Addendum;
• Refund any prepaid subscription fees on a pro-rata basis for the unused portion of the then-current Subscription Term, and any unused Top-Up balance; and
• Use commercially reasonable efforts to assist with Customer's transition to an alternative provider.

4. Account Registration and Security

4.1 Account Creation

To use the Services, you must create an account and provide accurate, complete, and current information. You agree to update your account information promptly to keep it accurate and complete.

4.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including passwords, API keys, and access tokens. You are responsible for all activities that occur under your account, whether or not authorized by you.

4.3 Account Restrictions

Each individual may hold only one user login, which may be a member of more than one organization. You may not share account credentials with third parties. You must notify us immediately at security@masheev.com if you become aware of any unauthorized access to or use of your account.

4.4 Account Suspension

We reserve the right to suspend or terminate your account at any time if we reasonably believe that you have violated these Terms, that your account has been compromised, or that suspension is necessary to protect the security or integrity of the Services.

5. Customer Data and AI Processing

5.1 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. We do not claim any ownership of Customer Data.

For the avoidance of doubt, any data, content, or information submitted to the Services by Customer or its Users ("AI Inputs") and any content generated by AI features of the Services based on such inputs ("AI Outputs") are deemed Customer Data under this Agreement. Customer retains all rights in AI Inputs and AI Outputs, subject to the disclaimers in Section 5.4.

Customer acknowledges that other customers may independently submit similar or identical inputs to the AI features and receive similar or identical outputs ("Third-Party Results"). Customer has no right, title, or interest in any Third-Party Results, and the existence of Third-Party Results does not diminish Customer's rights in its own AI Outputs.

5.2 Data Processing Roles

For the purposes of applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the EU General Data Protection Regulation (EU GDPR):

• Customer is the Data Controller of Customer Data and is solely responsible for determining the purposes and means of processing.
• We are the Data Processor, processing Customer Data solely on Customer's documented instructions and in accordance with our Data Processing Addendum (DPA).

5.3 Customer Responsibilities for Data

Customer is solely responsible for:

• The lawfulness of all Customer Data uploaded to or processed by the Services, including having obtained all necessary consents, authorizations, and legal bases for processing
• Ensuring Customer Data does not violate any applicable law, regulation, or third-party right
• The accuracy, quality, and integrity of Customer Data
• Providing appropriate privacy notices to End-Users regarding the processing of their data through the Services

5.4 AI-Generated Outputs: Disclaimer

THE SERVICES INCLUDE AI-POWERED FEATURES THAT GENERATE AUTOMATED OUTPUTS, INCLUDING BUT NOT LIMITED TO RESPONSES, SUMMARIES, CLASSIFICATIONS, AND RECOMMENDATIONS (COLLECTIVELY, "AI OUTPUTS"). CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(a) AI Outputs are generated automatically by artificial intelligence systems and are not guaranteed to be accurate, complete, current, reliable, or fit for any particular purpose.

(b) Customer is solely responsible for reviewing, validating, and verifying all AI Outputs before relying on them or making them available to End-Users or any third party.

(c) Subject to Section 12, we are not liable for the content of AI Outputs or for actions taken or decisions made based on them, except to the extent caused by our breach of these Terms or the Data Processing Addendum.

(d) Customer is solely responsible for ensuring that its use of AI features complies with all applicable laws and regulations, including but not limited to the EU AI Act, UK data protection laws, and any industry-specific regulations.

(e) The Services are designed to tell End-Users that they are interacting with an AI system, for example through an AI identity statement at the start of AI voice calls and AI disclosures on supported messaging channels, as described in the Documentation. Customer must not disable, obscure, contradict, or instruct an AI Agent to deny these disclosures, and must not configure an AI Agent to claim to be human. Customer remains responsible for any additional disclosure, notice, or consent that applies to its own use, channels, or recipients, including the obligations of a deployer under Article 50 of the EU AI Act and under applicable US state AI-disclosure laws.

(f) For real-time voice AI features, Customer acknowledges that AI Outputs are delivered directly to End-Users in real-time and cannot be reviewed or validated before delivery. Customer accepts this inherent characteristic of voice AI and assumes all risk associated with real-time AI-generated voice responses.

(g) AI Outputs are not a substitute for the services of properly trained and licensed professionals, including legal counsel, medical practitioners, mental health professionals, financial advisers, or other professionals subject to licensing requirements. Customer must not configure or use an AI Agent to give individual legal, medical, mental health, financial, tax, or similar professional advice, to diagnose or assess symptoms, or to present itself as a licensed professional. An AI Agent may share Customer's own published, general information and must refer anything further to a qualified person.

(h) If Customer builds its own interface with the Services (for example through the SDK, API, or MCP server) instead of using our widget, Customer must show the AI disclosure returned by the Services to each End-User clearly, before or together with the first AI message, and must keep it visible or easy to find for the rest of the conversation.

5.5 No Training on Customer Data

We do not use Customer Data to train or fine-tune our own AI models, and we do not provide Customer Data to third parties for the purpose of training their models. Customer Data processed by AI features is used to provide the Services to Customer. Features that let Customer save answers, corrections or other content to its own knowledge base or AI Agent settings use that content only within Customer's account. That is not model training.

Third-party AI providers process Customer Data only as needed to deliver the requested feature. Their retention is governed by the applicable provider terms, DPA, product, and Masheev configuration. We do not authorize providers to use Customer Data for model training where provider contracts or settings offer that control, but we do not promise universal zero retention across every provider and feature.

We may collect and use aggregated, anonymized, and de-identified usage data that cannot reasonably be used to identify Customer, any User, or any individual ("Aggregate Data") for the purpose of improving the Services, developing new features, conducting benchmarking, and generating industry insights. We will apply industry-standard anonymization and de-identification techniques before any such aggregation. Aggregate Data is not Customer Data and Customer retains no rights in Aggregate Data.

5.6 AI Act and AI Legislation Compliance

We are the provider of the AI system made available through the Services. Its intended purpose is to answer and route customer-service, booking, and general business enquiries for Customer's business, under Customer's configuration, with a path to Customer's staff. It is not intended for any use listed in Section 4.2 of the Acceptable Use Policy.

Where Article 50 of the EU AI Act applies, we design the Services so that people are told they are interacting with an AI system no later than their first interaction, as described in the Documentation, and so that AI-generated audio and text are marked as AI-generated in the ways that are technically feasible for each channel. We keep documentation of these measures and will provide a summary on written request.

Customer is the deployer of the AI system for its own business. Customer remains responsible for the obligations that apply to deployers and to its own use, including keeping the disclosures described in Section 5.4(e) in place, labelling any deep fake content as required by Article 50(4), supporting the AI literacy of its staff, and not using the Services for any purpose listed in Section 4.2 of the Acceptable Use Policy. If Customer uses the Services for a different purpose, Customer may itself become the provider of a high-risk AI system under Article 25 of the EU AI Act and is responsible for the consequences.

5.7 Third-Party AI Provider Terms

Customer acknowledges that the AI features of the Services rely on third-party AI providers, including large language model providers and voice AI providers. Customer agrees to comply with the usage policies and disclosure requirements of the AI providers listed in Section 5.4 of the Acceptable Use Policy, as updated by those providers from time to time. For voice AI features, this includes the ElevenLabs Prohibited Use Policy (elevenlabs.io/use-policy) and its requirement that callers are told they are speaking with AI and that calls are recorded and may be shared with ElevenLabs and its AI model providers. Customer permits third-party AI providers to process AI Inputs solely for the purpose of generating AI Outputs, complying with applicable law, and enforcing their respective policies.

5.8 Voice AI Fair Use and Call Recording

(a) Fair Use Limits. Voice AI features are subject to fair use limits, which may include maximum concurrent calls, maximum average call duration, and aggregate monthly minutes. Current fair use limits are published in the Documentation or your subscription plan details. If Customer's usage consistently exceeds fair use limits, we may apply overage charges, throttle concurrent calls, or require Customer to upgrade to a higher-tier plan.

(b) Call Recording, Transcription, and Consent. Calls handled by the Services are transcribed, and audio may be recorded where Customer enables recording. Call audio and transcripts are processed by the Company's voice and AI service providers listed on the Sub-processors page. At the start of each call the Services play a default notice, described in the Documentation, that the caller is speaking with an AI assistant and that the call is transcribed or recorded. Customer must not remove, shorten, or delay that notice. The default notice does not relieve Customer of its own obligations. Customer is solely responsible for obtaining all consents and giving all notices required by applicable law from every party to the call, including two-party or all-party consent requirements (including but not limited to California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington in the United States, and equivalent requirements in other countries). Where calls are transferred to Customer's staff or other persons, Customer must tell those persons that calls may be recorded, transcribed, and monitored, as required by applicable law (including, in the UK, the Investigatory Powers (Interception by Businesses etc. for Monitoring and Record-keeping Purposes) Regulations 2018). The Company is not responsible for Customer's failure to obtain required recording consents or give required notices.

(c) FCC Classification. Customer acknowledges that the U.S. Federal Communications Commission has classified AI-generated voices as "artificial or prerecorded voices" under the Telephone Consumer Protection Act (47 U.S.C. § 227). Customer is solely responsible for obtaining prior express written consent before using AI voice or automated text features for telemarketing or promotional calls or texts, prior express consent for informational calls and texts, and any other consent required by Communications Laws, as further described in Section 6.

5.9 Data Breach Notification

After becoming aware of a Personal Data Breach affecting Customer Data, we will notify Customer without undue delay, and in any event within forty-eight (48) hours of becoming aware of the breach, as set out in Section 10 of the Data Processing Addendum. The notification will include, to the extent available: (a) a description of the nature of the breach; (b) the categories and approximate number of records affected; (c) the likely consequences of the breach; and (d) the measures taken or proposed to address the breach and mitigate its effects.

6. Acceptable Use Policy

The following is a summary of key restrictions. For the full policy, see our Acceptable Use Policy (AUP), which is incorporated into these Terms by reference.

6.1 Permitted Use

Customer may use the Services solely for lawful business purposes in accordance with these Terms and the Documentation.

6.2 Prohibited Conduct

Customer shall not, and shall ensure that its Users do not:

(a) Illegal or Harmful Activity

• Use the Services for any purpose that violates applicable law or regulation
• Transmit, store, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Engage in or facilitate fraud, phishing, social engineering, or identity theft

(b) Security Violations

• Attempt to gain unauthorized access to the Services, other accounts, or any systems or networks connected to the Services
• Circumvent, disable, or otherwise interfere with any security features of the Services
• Introduce malware, viruses, trojan horses, worms, or other malicious or harmful code
• Conduct vulnerability scanning, penetration testing, or load testing without our prior written consent

(c) Service Abuse

• Use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use
• Use automated means (bots, scrapers, crawlers) to access or collect data from the Services except through our published APIs
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services

(d) Spam and Unsolicited Communications

• Use the Services to send unsolicited bulk communications (spam) in violation of applicable anti-spam laws, including CAN-SPAM, TCPA, PECR, and similar regulations
• Use the Services to send communications to individuals who have opted out of receiving such communications

(e) Regulated Data and Sensitive Uses

• Use the Services in breach of Section 7 (Regulated Data and Sensitive Uses) of the Acceptable Use Policy, including to create, receive, maintain, or transmit protected health information under HIPAA. The Company does not sign Business Associate Agreements, and the Services must not be used by or for a HIPAA covered entity or business associate to handle protected health information
• Collect, store, or transmit payment card numbers, card security codes, or other cardholder data through any conversation, call, recording, transcript, message, or upload
• Use the Services in a regulated profession or sector, including health care, legal services, financial services, insurance, real estate, and funeral services, without configuring every AI Agent to stay within the limits in Section 7 of the Acceptable Use Policy and the rules of that profession or sector

(f) Unauthorized Commercial Use

• Resell, sublicense, or redistribute the Services without our prior written authorization
• Use the Services to build a competing product or service

(g) AI-Specific Restrictions

• Use AI features to make or directly facilitate automated decisions that produce legal effects or similarly significant effects concerning an individual
• Use AI features for any purpose listed in Section 4.2 of the Acceptable Use Policy
• Modify the intended purpose of AI features to render them high-risk or prohibited under applicable AI legislation
• Use AI features in breach of Section 5.4(g), or for therapy, companionship, or the other uses restricted by Section 4.8 of the Acceptable Use Policy
• Attempt to bypass or circumvent AI rate limits, usage restrictions, or safety guardrails implemented by the Company or its AI providers

6.3 Enforcement

We may investigate and take any action we deem appropriate in response to violations of this section, including suspension or termination of the Customer's account, removal of offending content, and reporting to law enforcement authorities.

6.4 Communications Laws Compliance

(a) Customer is the sender and caller. As between Customer and the Company, Customer is the sender, caller, and initiator of every Customer Communication, and the party that makes, initiates, or causes it to be made. This applies whether a User sends the Communication directly or an AI Agent, automation, workflow, integration, API call, SDK, MCP client, schedule, or trigger sends, places, or answers it on Customer's behalf. Every Customer Communication is made on Customer's behalf and for Customer's benefit.

(b) The Company's role. The Company provides communications technology and acts on Customer's instructions. Customer, and not the Company, decides whether to use each channel; who is contacted; what is said, including through the instructions, knowledge, tools, and guardrails Customer gives an AI Agent; when and how often contact happens; and the consent or other legal basis relied on. The Company does not choose recipients, supply contact lists, or write Customer's message content. Default features, settings, and templates provided by the Company are tools that Customer decides whether and how to use.

(c) AI Agent outputs are Customer Communications. Communications generated by an AI Agent are Customer Communications made by Customer. Customer is responsible for supervising, configuring, testing, and reviewing its AI Agents and their outputs, including real-time voice outputs that cannot be reviewed before delivery.

(d) Responsibility. Customer is solely responsible for ensuring that every Customer Communication complies with Communications Laws, Provider Policies, and the Acceptable Use Policy.

6.5 Customer Representations, Warranties, and Covenants

Customer represents, warrants, and covenants, for each Customer Communication, that:

(a) Consent and lawful basis. Before the Communication is made, Customer has a lawful basis and every consent required by Communications Laws and Provider Policies, including prior express written consent where required (for example, for telemarketing calls or texts that use an artificial or prerecorded voice, which includes AI-generated voice, or an automatic telephone dialing system), and any consent required for the use of AI-generated voice, automated messages, or call recording and transcription;

(b) Opt-outs. Customer will honor every opt-out, unsubscribe, or revocation of consent made by any reasonable means on any channel, within the time required by law, and will apply it to other channels and message types to the extent required by law or by the scope of the request. Customer will not disable, override, or work around the opt-out handling built into the Services;

(c) Do-not-call screening. Before making telemarketing or marketing Communications, Customer will screen recipients against every applicable do-not-call or preference list, including the US National Do Not Call Registry, state do-not-call lists, Customer's internal do-not-call list, the UK Telephone Preference Service (TPS) and Corporate Telephone Preference Service (CTPS), and, where relevant, the FCC Reassigned Numbers Database;

(d) Timing and frequency. Customer will comply with all calling and texting time-of-day, day-of-week, and frequency restrictions, applied by reference to the recipient's local time;

(e) Disclosures. Customer will give every disclosure required by Communications Laws that the Services do not give by default, including the identity of Customer's business, AI-interaction disclosures, recording and transcription notices, and opt-out instructions;

(f) Registration information. All information Customer provides for registration with carriers and platforms, including A2P 10DLC brand and campaign registration, toll-free verification, WhatsApp Business Account and message template review, and phone-number regulatory bundles, is accurate, complete, and current. Customer will send only traffic that matches its registered use cases and will promptly update its registration information when it changes;

(g) Numbers and identity. Customer has the right to use every phone number, sender ID, email domain, and messaging account it uses with the Services, and will not spoof or misrepresent caller ID or sender information;

(h) Restricted uses. Customer will not use the Services for any restricted or prohibited messaging or calling use listed in Section 5.5 of the Acceptable Use Policy, or any use listed in Section 7.7 of the Acceptable Use Policy, without the Company's prior written approval;

(i) Users and agents. Customer will ensure that its Users and anyone else acting on its behalf comply with this Section 6; and

(j) Sector information and rules. The information Customer gives the Company about its business, including whether it is a HIPAA covered entity or business associate, a financial institution, or in another sector listed in Section 7 of the Acceptable Use Policy, is accurate and kept current. Customer is solely responsible for the laws, professional rules, and regulator guidance that apply to its sector and to its Customer Communications.

6.6 Consent Records, Audit, and Cooperation

Customer will keep complete and accurate records of each consent (including the date, time, source, method, the disclosure language shown, and the phone number, email address, or other identifier concerned), each opt-out or revocation, and each do-not-call check, for at least five (5) years after the last Communication with the person concerned, or longer if required by law. Customer will provide those records to the Company within five (5) business days of a request, or sooner where a regulator, court, carrier, or provider deadline requires. If Customer does not provide records within that time, the Company may treat the relevant Communications as made without the required consent for the purposes of Sections 6.8 and 13.1, until Customer provides them.

Consent, opt-out, and suppression data stored in the Services is a tool to help Customer operate. It does not replace Customer's own records, and the Company does not keep consent records on Customer's behalf beyond the data Customer chooses to store in the Services.

On reasonable notice, the Company may review Customer's records and practices to verify compliance with this Section 6 where the Company reasonably suspects non-compliance or receives a complaint, provider notice, or regulatory inquiry about Customer Communications. Customer will cooperate promptly and in good faith with the Company, its providers, and any regulator in connection with any complaint, investigation, subpoena, or claim about Customer Communications.

6.7 Provider Policies

Customer Communications are carried by third-party carriers and platforms. Customer will comply with all Provider Policies, which form part of this Agreement as it applies to the relevant channel. Where a provider requires the Company to bind its customers to particular terms, those terms apply to Customer as if they were set out in this Agreement. A breach of a Provider Policy is a breach of this Agreement.

6.8 Suspension and Other Remedies

The Company may immediately, without prior notice and without liability, suspend, restrict, or block any channel, phone number, sender, AI Agent, automation, workflow, or Communication, or the account in whole or in part, if:

• the Company reasonably suspects a breach of this Section 6, the Acceptable Use Policy, or a Provider Policy;
• the Company or a provider receives a complaint, carrier notice, filtering or blocking report, audit request, or traceback request relating to Customer Communications;
• a regulator, law enforcement authority, or court makes an inquiry, request, or order relating to Customer Communications; or
• a carrier or provider suspends, restricts, or requires the Company to restrict the relevant service.

Where lawful and practical, the Company will tell Customer the reason and will restore the affected service once the issue is resolved to the Company's reasonable satisfaction. Subscription fees remain payable during a suspension caused by Customer. Section 11.3 of the Acceptable Use Policy applies to suspensions under this Section.

6.9 Provider Fees, Fines, and Pass-Through Costs

Customer will pay or reimburse the Company, on demand, for any fine, penalty, surcharge, non-compliance fee, registration or vetting fee, chargeback, or similar amount that a carrier, provider, or industry body charges the Company because of Customer Communications, Customer's registration information, or Customer's breach of this Section 6. The Company may deduct these amounts from Customer's prepaid balance or invoice them. These amounts reimburse charges actually incurred by the Company and are payable as a debt. They are not a penalty for breach.

6.10 The Company's Default Safeguards

The Services may include safeguards, such as opt-out keyword handling (for example, treating STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, and OPTOUT as opt-out requests and answering HELP), suppression lists, AI-identity disclosures, call notices, sending limits, restrictions on transfer numbers, and restrictions on proactive messaging. They also include instructions that AI Agents do not diagnose or give medical, legal, or financial advice, and that they tell people who describe an emergency to contact emergency services. These safeguards are provided to help Customer, may change, and are not legal advice. They are a safety floor, not a guarantee, and do not make any regulated use compliant. They do not make the Company the sender or caller of any Communication, and they do not reduce Customer's responsibilities under this Section 6. Customer does not rely on the Company's safeguards, templates or settings, or on any statement by the Company's staff, to meet its obligations under Communications Laws.

6.11 Basis of This Allocation

Customer acknowledges that it controls the recipients, content, timing, and legal basis of Customer Communications, that the Company cannot verify Customer's consents, and that the fees for the Services reflect the allocation of responsibility in this Section 6 and Section 13. Customer's indemnification obligations for Customer Communications are set out in Section 13.1.

6.12 Emergency Services

The Services are not a telephone service and cannot be used to call, text, or message emergency services, including 911, 999, 112, or any other emergency number, and they do not provide location information to emergency services. AI Agents may tell a caller or contact to call emergency services, but they cannot connect them, and the Services may fail, be delayed, or be unavailable. Customer must not configure any AI Agent, transfer number, automation, or integration to route communications to an emergency number, and must not use the Services as a substitute for emergency, safety-critical, or alerting services. Customer must make sure that the people who contact it have another way to reach emergency services. To the extent permitted by law, the Company and its providers have no liability for any inability to reach emergency services through the Services.

6.13 Phone Numbers

(a) Assignment. Phone numbers provided through the Services are assigned to Customer for use with the Services. They are held by the Company's telecommunications provider and are not owned by Customer or the Company. Numbers are subject to the rules of the relevant regulator, numbering authority, and provider, which may change, reclaim, or restrict numbers.

(b) Regulatory information. Customer will provide accurate information and documents about its own business, address, and authorized contact for every number that requires them, including regulatory bundles for UK and other non-US numbers and registrations for US text messaging. Where a regulator, numbering authority, or provider requires a number or messaging registration to be held in the name of the business that uses it, it will be registered to Customer. The Company may refuse, suspend, or release a number if this information is missing, inaccurate, or rejected.

(c) Porting. While Customer's account is in good standing, Customer may request to port a number out to another provider where the provider and applicable rules allow it. Customer must request the port before the number is released under paragraph (d). Porting depends on the receiving provider and may take time.

(d) Release. If Customer's subscription ends or Customer stops paying for a number, the Company may release the number thirty (30) days after the end of the paid period, after which it may be reassigned and cannot be recovered.

(e) Use. Customer will use numbers only for its own business and its registered use cases, and will not resell or sub-assign them.

6.14 Insurance and Security for Higher-Risk Use

Where the Company approves a restricted use under Section 6.5(h), or Customer Communications exceed the volumes the Company sets in the Documentation, the Company may, as a condition of approval or continued service, require Customer to (a) hold and show evidence of liability insurance that covers its communications activities, at a limit the Company reasonably specifies, and (b) maintain a reasonable prepaid balance or deposit against the amounts described in Sections 6.9 and 13.1.

7. Fees, Billing, and Payment

7.1 Subscription Plans and Pricing

The Services are offered on a subscription basis with pricing as set forth on our website or as agreed in an Order Form. Self-service subscriptions are currently offered monthly. A different term applies only when expressly agreed in a separately signed Order Form.

7.2 Usage-Based Billing

Certain features of the Services are billed on a pay-per-use basis. Each subscription plan includes a specified amount of usage that resets at the beginning of each billing cycle. Usage beyond the included amount will be charged at the rates specified in your subscription plan or Order Form.

7.3 Prepaid Top-Ups

Customers may purchase prepaid usage credits ("Top-Ups"). Top-Ups are a prepayment for the Services and can be used only to pay for Services provided by the Company. They are not money, electronic money, a deposit, a gift card or a stored-value product. Top-Ups cannot be transferred to another account or workspace, used to pay any other person, or exchanged for cash, except for a refund to the original payment method where these Terms allow one.

Top-Ups do not expire while Customer's account is open. If we introduce expiry in future, it will apply only to Top-Ups bought after we give at least thirty (30) days' notice. Top-Ups have no cash value and are non-refundable, except where required by law, expressly agreed in writing, stated in the checkout or cancellation confirmation, or provided in Sections 1.1, 3.6, 15.3 and 19.4. If Customer's account is closed, Customer may ask us in writing, within twelve (12) months after closure, to refund any unused purchased Top-Up balance to the original payment method (or, if that is no longer possible, in another way we reasonably agree), less any amounts Customer owes us. Promotional or included credits are never refundable. After that twelve-month period, any remaining balance lapses to the extent permitted by law.

If Customer turns on automatic top-up, Customer authorizes us to charge its saved payment method for the top-up amount each time its balance falls below the trigger it has chosen, up to any monthly limit it has set. Customer can change or turn off automatic top-up at any time in Billing. The change applies to later charges.

7.4 Payment Terms

Self-service subscription charges are payable in advance at activation and renewal. Usage is deducted from included usage and settled prepaid balance; purchasing a top-up does not grant usable balance until payment settles. If available balance is insufficient or payment fails, chargeable features may be restricted until payment is restored. Invoice-based credit and any payment period apply only when separately approved and stated in an Order Form or invoice. All fees are in U.S. dollars unless otherwise agreed.

If Customer disputes a charge, Customer will first contact us at support@masheev.com and give us a reasonable opportunity to resolve it. If Customer starts a chargeback for an amount that is properly due, we may suspend chargeable features until it is resolved and recover the amount together with any dispute fee charged to us.

7.5 Late Payment

Self-service failed payments or insufficient prepaid balance may restrict chargeable features immediately; there is no automatic fifteen-day credit period. For separately approved invoice-based accounts, if payment remains unpaid fifteen (15) days after its stated due date, we may:

• Charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less)
• Suspend access to the Services until all outstanding amounts are paid in full
• Engage collection agencies or pursue legal remedies to recover amounts owed, and recover our reasonable costs of collection

7.6 Taxes

All fees are exclusive of taxes, including VAT, sales tax, use tax, goods and services tax and communications taxes ("Taxes"). Customer is responsible for all Taxes arising from its purchase or use of the Services, other than taxes based on our net income. Where we are required to collect Taxes, we will add them to the invoice and Customer will pay them with the fees.

Customer will give us its correct legal name, billing address and location of use, and any VAT, sales-tax or other tax registration number or valid exemption certificate. We rely on this information to determine the Taxes that apply. Where the reverse-charge mechanism applies, Customer will account for the tax itself. If Customer gave us incorrect information, Customer will pay any Taxes, interest and penalties that result.

If any law requires Customer to withhold or deduct tax from a payment, Customer will increase the payment so that we receive the full amount we would have received without the withholding or deduction. We will provide reasonable tax documentation that Customer requests, such as an IRS Form W-8BEN-E.

7.7 Price Changes

We may change our pricing with at least thirty (30) days' prior written notice. Price changes will take effect at the start of the next billing cycle following the notice period. If you do not agree to a price change, you may terminate your subscription before the change takes effect.

For annual subscriptions, the subscription fee is locked for the duration of the then-current annual Subscription Term. Price changes will not apply until the start of the next annual renewal period.

For pricing agreed in an Order Form, the Order Form pricing governs for the duration specified in the Order Form. In the event of a conflict between the Order Form pricing and pricing published on our website, the Order Form pricing shall prevail.

7.8 Plan and Feature Changes

We reserve the right to modify the features, usage allocations, and capabilities included in each subscription plan at any time. If we make a material reduction to the features or usage allocations included in your current subscription plan, we will provide at least thirty (30) days' prior written notice. If you do not agree to the changes, you may:

• Upgrade to a plan that includes the affected features; or
• Terminate your subscription before the changes take effect, with a pro-rata refund of any prepaid fees for the remainder of the then-current Subscription Term.

For the avoidance of doubt, the addition of features to higher-tier plans, the introduction of new plan tiers, or the repackaging of features across plans (where your plan's existing features are materially maintained) do not constitute a material reduction.

7.9 Right to Impose Usage Limits

We reserve the right to introduce, modify, or adjust usage limits, rate limits, storage limits, and API call thresholds at any time. If new limits materially affect your current usage, we will provide at least thirty (30) days' prior notice and use commercially reasonable efforts to offer a path to maintain your current usage level (such as a plan upgrade or add-on purchase).

8. Intellectual Property

8.1 Our Intellectual Property

We and our licensors retain all right, title, and interest in and to the Services, including all software, technology, algorithms, user interfaces, designs, trademarks, service marks, logos, and other intellectual property embodied in or associated with the Services. Nothing in these Terms grants Customer any right, title, or interest in or to the Services except for the limited use rights expressly granted herein.

8.2 License to Use the Services

Subject to Customer's compliance with these Terms and payment of all applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

8.3 Customer Data License

Customer grants us a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely to provide, secure and support the Services, to prevent abuse and enforce the Acceptable Use Policy, to create Aggregate Data under Section 5.5, and to comply with law, in each case as described in these Terms and the Data Processing Addendum.

8.4 Feedback

If Customer provides us with any suggestions, ideas, improvements, or other feedback regarding the Services ("Feedback"), Customer hereby grants us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, modify, distribute, and incorporate such Feedback into the Services without obligation or compensation to Customer.

9. Confidentiality

9.1 Confidentiality Obligations

Each party ("Receiving Party") agrees to: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for purposes of exercising its rights and performing its obligations under this Agreement.

9.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party without restriction on disclosure.

9.3 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) and reasonable assistance so that the Disclosing Party may seek a protective order or other appropriate remedy.

9.4 Survival

The confidentiality obligations under this section shall survive termination or expiration of this Agreement for a period of five (5) years, or indefinitely with respect to information that constitutes a trade secret under applicable law.

10. Third-Party Services

10.1 Third-Party Integrations

The Services may integrate with or provide access to third-party services, platforms, and applications ("Third-Party Services"), including but not limited to voice AI providers, CRM platforms, booking systems, and communications platforms.

10.2 No Liability for Third-Party Services

Third-Party Services are provided by their respective owners and operators. We are not responsible or liable for the availability, accuracy, content, security, or practices of any Third-Party Services. Customer's use of Third-Party Services is governed by the terms and conditions and privacy policies of those third parties.

10.3 Customer Responsibility

Customer is solely responsible for evaluating and reviewing the terms, conditions, and privacy practices of any Third-Party Services that Customer chooses to integrate with the Services.

10.4 Sub-Processor Notification

We use third-party sub-processors to assist in providing the Services. A current list of our sub-processors is maintained at masheev.com/legal/sub-processors. We will provide at least thirty (30) days' prior written notice before engaging a new sub-processor or replacing an existing sub-processor that processes Customer Data. If Customer has a reasonable objection to a new sub-processor on data protection grounds, Customer may notify us in writing within thirty (30) days of our notice. We will work in good faith to address the objection, which may include offering an alternative sub-processor or configuration. If we are unable to resolve the objection within thirty (30) days, Customer may terminate the affected Services without penalty by providing written notice within the following fifteen (15) days.

10.5 Third-Party AI Provider Terms

The Services use third-party AI providers to power AI features. The AI providers we use are listed on our Sub-Processor List, and their usage policies are listed in Section 5.4 of the Acceptable Use Policy. Customer agrees to comply with those usage policies. We reserve the right to add, remove, or change AI providers at any time, subject to the sub-processor notification provisions in Section 10.4. Carrier and messaging platform policies are addressed in Section 6.7.

10.6 AI Monitoring and Suspension

We reserve the right to monitor, rate-limit, or suspend Customer's use of AI-powered features of the Services if we reasonably believe that Customer's usage may: (a) bypass or circumvent rate limits or usage restrictions; (b) negatively affect the security, performance, integrity, or availability of the Services or any third-party AI provider; (c) violate this Agreement, our Acceptable Use Policy, or the terms of any third-party AI provider; or (d) expose the Company to material liability.

11. Warranties and Service Level

11.1 Platform Warranty

The Company warrants that:

(a) The Services will perform materially in accordance with the Documentation during the Subscription Term;

(b) The Company will use commercially reasonable efforts to maintain the availability, security, and performance of the Services;

(c) The Company will comply with the laws that apply to the Company in providing the Services and will follow industry-standard security practices. This warranty does not cover the compliance of Customer Communications, which is Customer's responsibility under Section 6.

If the Services fail to conform to the warranty in Section 11.1(a), Customer's sole and exclusive remedy shall be for the Company to use commercially reasonable efforts to correct the non-conformity. If the Company is unable to correct the non-conformity within a reasonable time, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of the Subscription Term.

11.2 AI Output Disclaimer

NOTWITHSTANDING SECTION 11.1, AI OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO AI OUTPUTS, INCLUDING BUT NOT LIMITED TO:

(a) WARRANTIES THAT AI OUTPUTS WILL BE ACCURATE, CORRECT, COMPLETE, CURRENT, RELIABLE, SUITABLE FOR ANY PURPOSE, OR FREE FROM BIAS, HALLUCINATION, OR ERROR;

(b) WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF AI FEATURES;

(c) WARRANTIES THAT AI OUTPUTS WILL NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE COMPANY OR THROUGH THE AI FEATURES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

11.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.4 Service Availability

The Company aims for platform availability of 99.9% per calendar month for the core Services. This is a target, not a guarantee, and the Company does not provide service credits for availability under these Terms. Scheduled maintenance, force majeure events, Beta Features, third-party carriers and providers, and issues caused by Customer's systems, networks, or configurations are outside this target. A service level agreement with availability commitments or service credits applies only if it is expressly agreed in a separately signed Order Form. This Section 11.4 does not limit Customer's remedies under Section 11.1.

12. Limitation of Liability

12.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000), EXCEPT AS PROVIDED IN SECTION 12.1A.

12.1A Data Protection Claims

THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM ITS BREACH OF SECTION 5.9, SECTION 9 AS IT APPLIES TO CUSTOMER DATA, THE DATA PROCESSING ADDENDUM, OR ITS SECURITY OBLIGATIONS, INCLUDING THE REASONABLE COSTS OF INVESTIGATING A PERSONAL DATA BREACH AND OF NOTIFYING AFFECTED INDIVIDUALS AND REGULATORS, SHALL NOT EXCEED THE GREATER OF (A) THREE (3) TIMES THE FEES PAID AND PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, AND (B) TWENTY-FIVE THOUSAND U.S. DOLLARS (US$25,000). THIS AMOUNT IS IN PLACE OF, AND NOT IN ADDITION TO, THE CAP IN SECTION 12.1 FOR THOSE CLAIMS.

12.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(c) LOSS OR CORRUPTION OF DATA, EXCEPT (i) THE REASONABLE COST OF RESTORING DATA FROM THE COMPANY'S MOST RECENT AVAILABLE BACKUP AND (ii) AMOUNTS RECOVERABLE UNDER SECTION 12.1A;

(d) BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES;

(e) LOSS ARISING FROM THE CONTENT OF AI OUTPUTS, OR FROM ACTIONS TAKEN OR DECISIONS MADE IN RELIANCE ON AI OUTPUTS, EXCEPT TO THE EXTENT CAUSED BY THE COMPANY'S BREACH OF SECTION 9, SECTION 11.1 OR THE DATA PROCESSING ADDENDUM;

REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.4 Liability That Is Not Limited

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) its wilful misconduct, or its gross negligence or violation of law where the applicable law does not allow that liability to be limited; or (d) any other liability that cannot be limited or excluded under applicable law.

The limitations and exclusions in this Section 12 apply only to the Company's liability. They do not limit Customer's liability for: (i) its indemnification obligations under Section 13.1; (ii) breach of Section 6 or the Acceptable Use Policy; (iii) amounts payable under Section 6.9; or (iv) fees and other amounts payable under these Terms. The Company will take reasonable steps to mitigate any loss for which it claims under Section 13.1.

12.5 Basis of the Bargain

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND CUSTOMER. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

12.6 Separate Limitations

Each exclusion and limitation of liability in Sections 5.4, 11 and 12, and each lettered item within them, is a separate term. If any of them is found unenforceable or unreasonable, the others continue to apply.

13. Indemnification

13.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, and, solely for claims arising from Customer Communications, the Company's sub-processors, carriers, and communications providers (together, "Company Indemnitees"), from and against any and all claims, demands, actions, class or representative actions, arbitrations, regulatory or governmental investigations, inquiries, and proceedings, subpoenas and other legal process (together, "Claims"), and all resulting losses, damages, statutory damages, fines, penalties, carrier and provider fines and pass-through fees, settlements, judgments, awards, and costs and expenses, including reasonable legal fees and the reasonable cost of responding to subpoenas, regulators, carriers, and providers, arising out of or relating to:

(a) Customer Communications, including any Communication made directly by a User or indirectly by an AI Agent, automation, workflow, integration, API, SDK, MCP client, schedule, or trigger;

(b) any actual or alleged failure to obtain, record, or honor consent, any opt-out or do-not-call failure, or any other actual or alleged violation of Communications Laws or Provider Policies in connection with Customer's use of the Services;

(c) Customer Data and Customer Content, including any claim that it infringes or misappropriates a third party's rights or violates applicable law;

(d) AI Outputs and the configuration, instructions, knowledge, tools, integrations, and supervision of Customer's AI Agents, including Customer's failure to review, validate, or verify AI Outputs;

(e) Customer's breach of these Terms, the Acceptable Use Policy, or the Data Processing Addendum, or Customer's violation of applicable law;

(f) claims by End-Users, recipients of Customer Communications, or other third parties arising from Customer's use of the Services; and

(g) Customer's use of the Services in breach of Section 6.2(e) of these Terms or Section 7 (Regulated Data and Sensitive Uses) of the Acceptable Use Policy.

Customer's obligations under this Section 13.1 do not apply to the extent a Claim is directly caused by: (i) the Company's breach of these Terms; (ii) the Services sending or placing a Communication that was not requested, configured, or instructed by Customer, its Users, its AI Agents, or its integrations; or (iii) the Company's fraud or wilful misconduct.

Customer's obligations in respect of fines, penalties and statutory damages apply to the fullest extent permitted by law. They cover amounts imposed on a Company Indemnitee because of Customer Communications or Customer's acts or omissions. They do not cover a fine or penalty to the extent that a court or regulator finds it was imposed for the Company's own deliberate or negligent breach of a law that applies to the Company, or to the extent that the law does not allow it to be indemnified. If any part of this Section 13.1 is unenforceable, the rest continues to apply.

13.2 Indemnification Procedure

(a) Notice. The Company will notify Customer of a Claim within a reasonable time. A delay in notice relieves Customer of its obligations only to the extent Customer is materially prejudiced by the delay.

(b) Defence. Customer will defend the Claim at its own expense with counsel reasonably acceptable to the Company. The Company may participate with its own counsel at its own expense. The Company may instead take control of the defence, at Customer's expense, if: (i) Customer does not promptly assume and diligently conduct the defence; (ii) the Claim is a regulatory, governmental, or criminal matter, or a carrier or provider proceeding; (iii) the Claim seeks injunctive or other non-monetary relief against a Company Indemnitee; (iv) there is a conflict of interest between Customer and a Company Indemnitee; or (v) the Claim also concerns other customers of the Company.

(c) Cooperation. Each party will provide reasonable cooperation. Customer will provide consent records, logs, and other information relevant to the Claim promptly on request.

(d) Settlement. Customer will not settle any Claim without the Company's prior written consent if the settlement would admit fault or liability on the part of any Company Indemnitee, impose any obligation, restriction, or payment on any Company Indemnitee, or fail to include a full and unconditional release of each Company Indemnitee. The Company will not unreasonably withhold consent to a settlement that requires only the payment of money by Customer and includes that release.

13.3 Company Indemnification

The Company shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims alleging that Customer's authorized use of the Services (excluding Customer Data, AI Outputs, and Third-Party Services) infringes or misappropriates such third party's intellectual property rights, provided that Customer: (a) promptly notifies the Company of the claim; (b) grants the Company sole control of the defense and settlement; and (c) provides reasonable cooperation at the Company's expense.

If the Services become, or in the Company's opinion are likely to become, the subject of an infringement claim, the Company may at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate Customer's access to the infringing portion of the Services and refund any prepaid fees for the remaining Subscription Term.

NOTWITHSTANDING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNIFICATION WITH RESPECT TO AI OUTPUTS. AI OUTPUTS ARE GENERATED BY THIRD-PARTY AI MODELS AND THE COMPANY DOES NOT WARRANT THAT AI OUTPUTS DO NOT INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

13.4 Indemnification Limitations

The Company's obligations under Section 13.3 are subject to the limitations of liability in Section 12. Customer's obligations under Section 13.1 are not subject to any cap or exclusion of liability in these Terms, as stated in Section 12.4.

14. Dispute Resolution

14.1 Informal Resolution

Before starting court proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") through good-faith negotiation. The party raising the Dispute shall send a written notice describing the Dispute and the requested resolution to the other party. If the Dispute is not resolved within thirty (30) days of receipt of the notice, either party may start proceedings under Section 14.2. This Section 14.1 does not prevent either party from seeking urgent interim relief.

14.2 Courts

Subject to Sections 14.3 and 14.5, the courts of England and Wales have exclusive jurisdiction over any Dispute, including any non-contractual dispute, and each party submits to the jurisdiction of those courts.

14.3 Exceptions

Notwithstanding Section 14.2: (a) either party may seek injunctive or other interim relief in any court of competent jurisdiction; (b) the Company may bring a claim for indemnity, contribution, or recovery under Section 6.9 or Section 13.1 in any court where a Claim against a Company Indemnitee is pending; and (c) the Company may bring proceedings against Customer, including to recover unpaid fees or amounts due under Sections 6.9 and 13.1, in the courts of the place where Customer is established.

14.4 Individual Claims

To the extent permitted by applicable law, each party will bring claims against the other only in its individual capacity and not as a claimant or class member in any class, collective, or representative proceeding.

14.5 Mandatory Rights

Nothing in this Section 14 removes any right that cannot be waived or limited by contract under applicable law, including the rights of any Customer that legally qualifies as a consumer to bring proceedings in the courts of its place of residence.

14.6 Jury Trial Waiver

To the extent permitted by applicable law, each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement that is heard in a court in the United States.

15. Term and Termination

15.1 Term

This version of the Terms takes effect for a customer on the date an owner or administrator expressly accepts it, and continues until terminated in accordance with this section. An existing customer may accept before the end of the notice period described in Section 19.2. If it does, this version applies from the date of acceptance. Earlier accepted terms continue to govern earlier periods; publishing this version alone does not change them.

15.2 Subscription Term

Self-service subscriptions are monthly and automatically renew at the disclosed subscription price until renewal is cancelled. A different subscription term applies only when expressly agreed in a separately signed Order Form. You may turn off renewal at any time in Billing before the next renewal. There is no thirty-day customer notice requirement.

If a signed Order Form has a term longer than one month that renews automatically, we will send a written reminder to Customer's billing contact at least thirty (30) and not more than sixty (60) days before the renewal date, stating the renewal date, the renewal price and how to cancel. If the Order Form sets an earlier deadline for cancelling, we will send the reminder at least fifteen (15) and not more than thirty (30) days before that deadline.

15.3 Cancellation and Termination for Convenience

Paid subscriptions. Cancelling renewal in Billing schedules your subscription to end at the end of the period you have already paid for. The confirmation identifies that date. Your plan access continues until then, subject to the separate suspension and termination provisions of these Terms, and the subscription will not renew after that confirmed end date. Ordinary cancellation before the end of a paid period does not entitle you to a prorated subscription-fee refund or credit.

Trials and unpaid subscriptions. Cancelling a trial or an unpaid subscription ends that subscription and its access immediately upon confirmation. Cancel before the trial converts to a paid subscription to avoid the first subscription charge. No refund is due for subscription fees that were never paid. Any fees already accrued remain payable.

Separate balances and exceptions. Usage charges and prepaid Top-Ups are separate from subscription fees and remain governed by Section 7. Cancelling renewal does not itself refund Top-Ups or extend subscription access beyond the confirmed end date. Mandatory statutory rights, refunds expressly approved by the Company, and the specific refund rights elsewhere in these Terms (including for qualifying service changes, warranty failures, infringement remedies, and changes to these Terms) remain available. The absence of routine prorated refunds does not limit those rights.

If you cannot access Billing, contact support@masheev.com with your workspace reference so we can verify your authority and confirm cancellation. We may terminate for convenience on at least thirty (30) days' written notice and will refund unused prepaid subscription fees and any unused Top-Up balance. A separately signed Order Form may specify different cancellation terms, subject to mandatory law.

15.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or ceases to do business, to the extent applicable law allows termination on that ground (including section 233B of the UK Insolvency Act 1986 and section 365(e) of the US Bankruptcy Code).

15.5 Effect of Termination

Upon the effective termination or expiration of this Agreement (for ordinary paid-plan nonrenewal, at the confirmed paid-period end, rather than when you turn off renewal):

(a) Customer's right to access and use the Services shall immediately cease;

(b) Customer Data will remain available for export for a period of thirty (30) days following the effective date of termination, during which Customer may retrieve its data in a structured, commonly used, machine-readable format (JSON) as described in Section 13 of the Data Processing Addendum, or by requesting assisted export at privacy@masheev.com if self-service access is unavailable. Customer should request export within this period. Deletion then follows the DPA and retention schedule, including documented legal holds and the normal backup rotation;

(c) Any outstanding fees owed to the Company shall become immediately due and payable;

(d) Each party shall return or destroy all Confidential Information of the other party in its possession.

15.6 Survival

The following sections shall survive termination or expiration of this Agreement: Section 5 (Customer Data and AI Processing), Sections 6.4 to 6.14 (Communications Laws Compliance and related provisions), Section 7 (for fees and amounts accrued before termination, and the Top-Up refund rules in Section 7.3), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 11 (Warranties and Service Level), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Dispute Resolution), Section 15.5 (Effect of Termination), any refund obligation under Sections 3.6, 15.3 or 19.4, Section 17 (Governing Law), Section 18 (General Provisions), and the Data Processing Addendum for as long as it states.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, pandemics, epidemics, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, government actions or orders, fire, floods, earthquakes, internet or telecommunications failures, power outages, cyberattacks, or failures of third-party service providers, in each case only to the extent the affected party could not have prevented or avoided the delay or failure by taking reasonable precautions, including maintaining the security measures described in the Data Processing Addendum.

The affected party shall provide prompt written notice to the other party describing the force majeure event and its expected duration. The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as practicable.

If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party, without liability.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Jurisdiction over Disputes is governed by Section 14.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Data Processing Addendum (DPA), Acceptable Use Policy (AUP), any service level agreement expressly agreed in a signed Order Form, and any Order Forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Our Privacy Policy explains how we handle personal data as a controller. It is a notice and does not form part of this Agreement.

Each party confirms that in entering into this Agreement it has not relied on any statement, representation or promise that is not set out in this Agreement. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

18.2 Severability

If any provision of these Terms, or part of a provision, is held invalid, illegal or unenforceable, it will be treated as deleted to the extent necessary, and the rest of these Terms will continue in full force and effect. If deleting part of a provision would make it valid, that part will be treated as deleted.

18.3 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

18.4 Assignment

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without our prior written consent. We may freely assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5 Notices

All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, to the addresses specified in each party's account or as otherwise notified in writing. Notices to the Company should be sent to legal@masheev.com.

18.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

18.7 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy, except that each Company Indemnitee may enforce Section 13 under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or terminate this Agreement without the consent of any Company Indemnitee.

18.8 Order of Precedence

If the documents that form this Agreement conflict, they apply in this order: (a) a separately signed Order Form, but only for the terms it expressly states it varies; (b) the Data Processing Addendum, for the processing of personal data; (c) these Terms; (d) the Acceptable Use Policy; and (e) the Documentation. The Acceptable Use Policy and the Documentation add to these Terms but do not reduce the Company's obligations under them.

18.9 Electronic Acceptance and Contracting

These Terms and any Order Form may be accepted or signed electronically, including by ticking a box or clicking a button in the Services, and electronic acceptance is binding in the same way as a handwritten signature. An Order Form may be signed in counterparts. To the extent permitted by law for contracts between businesses, the parties agree that regulations 9(1), 9(2) and 11(1) and (2) of the Electronic Commerce (EC Directive) Regulations 2002, and any equivalent rules elsewhere, do not apply. The current version of this Agreement is available at masheev.com/legal/tos, and Customer can download or print it at any time. These Terms are available in English only.

18.10 Sanctions and Export Controls

Customer represents and warrants that neither Customer nor any of its Users, owners or controllers is (a) a person or entity named on, or owned or controlled by a person or entity named on, a sanctions list maintained by the United Kingdom (including the UK Sanctions List), the United States (including the OFAC Specially Designated Nationals and Blocked Persons List and the BIS Entity List), the European Union or the United Nations; or (b) located, organised or ordinarily resident in a country or region that is subject to comprehensive UK or US sanctions. Customer will not use, or allow anyone to use, the Services in breach of applicable sanctions or export-control laws, including for the benefit of a sanctioned person or region or for any prohibited end use. We may refuse, suspend or end access, without liability, where we reasonably believe this is needed to comply with those laws. Customer will tell us promptly if any of these statements stops being true.

19. Changes to Terms and Policies

19.1 Right to Modify

We reserve the right to modify these Terms, the Acceptable Use Policy, the Data Processing Addendum, the Privacy Policy, and any other policies incorporated by reference (collectively, "Policies") at any time.

19.2 Notice of Changes

If we make changes, we will provide at least thirty (30) days' prior notice by sending an email to the address associated with your account and by posting the updated Terms or Policies on our website. The "Last Updated" date at the top of each document will be revised to reflect the date of the most recent changes.

19.3 Material Changes

For material changes that significantly affect your rights or obligations, we will:

• Clearly identify the changes in the notice;
• Provide a summary of the key modifications; and
• Require active acknowledgment before the changes take effect.

19.4 Acceptance

Material changes require active acknowledgment as described in Section 19.3; publishing a new version or continued use alone does not replace that requirement. If you reject changes to these Terms or Policies, you may terminate before those changes take effect, with a pro-rata refund of prepaid subscription fees for the unused remainder of the then-current Subscription Term. This specific remedy for changes to the agreement is separate from ordinary cancellation of renewal under Section 15.3. Changes do not retroactively alter rights or obligations for earlier periods.

If an owner or administrator has not accepted the changed Terms or Policies by the end of the notice period, we may limit your account to viewing, exporting and deleting data and cancelling your subscription. Live channels already connected will keep running for at least a further thirty (30) days. If you reject the changes, you may end this Agreement at any time before they apply to you, by using the option in the dashboard or by emailing support. We will then refund prepaid subscription fees for the unused remainder of the then-current Subscription Term and any unused Top-Up balance.

19.5 Regulatory Changes

Notwithstanding the foregoing, we may update the Terms or Policies with less than thirty (30) days' notice when changes are required to comply with applicable law, regulation, court order, or government directive. In such cases, we will provide as much notice as is reasonably practicable and will identify the regulatory basis for the change.

20. Contact Information

If you have any questions about these Terms, please contact us at:

DA592 LTD, trading as Masheev Flat 32, 154 Loudoun Road, London, England, NW8 0DJ

• General Legal: legal@masheev.com
• Privacy Matters: privacy@masheev.com
• Security Issues: security@masheev.com

Security research that complies with the scope and safe-harbour conditions in our Security Policy is expressly permitted under this policy. Testing outside that scope requires prior written authorization.