This Master Subscription Agreement (MSA) governs the provision of Millemaster’s Services as detailed in executed Order Forms.
1. Agreement Structure
This MSA incorporates and is supplemented by:
- The Millemaster Terms of Service (TOS).
- The executed Order Form for purchased services.
In the event of a conflict, the Order Form prevails over this MSA, and this MSA prevails over the TOS.
2. Service Scope & Subscription Terms
2.1. By signing an Order Form, the client agrees to:
- A fixed-term, non-cancelable subscription for Services.
- Payment obligations outlined in the Order Form.
- Compliance with Millemaster’s software, equipment, and security policies.
2.2. The subscription begins on the Contract Start Date specified in the Order Form.
2.3. All software, hardware, and operational tools provided by Millemaster remain the property of Millemaster unless otherwise specified.
2.4. Millemaster reserves the right to update and modify its Services to ensure compliance with applicable regulations and industry standards.
2.5. A minimum subscription term of 12 months applies after the first transaction processed with the system.
3. Payment & Billing
3.1. All payments are non-refundable.
3.2. Fees are due as outlined in the Order Form.
3.3. Late payments are subject to penalties, interest, and possible service suspension.
3.4. Millemaster reserves the right to increase subscription fees upon renewal with at least 30 days’ notice.
4. Warranties & Disclaimers
4.1. Millemaster makes no warranties, including but not limited to:
- Performance of third-party integrations.
- Continuous uptime or error-free operation.
- Fitness for a particular purpose.
4.2. Clients assume all risks associated with business decisions made using Millemaster’s consulting.
5. Liability Limitations
Millemaster is not liable for:
- Lost revenue, lost profits, or business interruptions.
- Security breaches or operational failures caused by third parties.
- Equipment failures, software errors, or API disruptions.
Maximum liability for any claims is capped at the total fees paid under the Order Form.
6. Client Indemnification
Clients shall indemnify Millemaster against:
- Claims arising from misuse of leased/licensed hardware.
- Software errors resulting from improper third-party configurations.
- Any regulatory or legal claims related to the client’s business operations.
7. Termination & Suspension
7.1. Millemaster may terminate services immediately if:
- The client violates this MSA or the TOS.
- Payment obligations are not met.
- Illegal or unauthorized activities are detected.
7.2. Upon termination, the client must return all leased equipment and cease using Millemaster software.
8. Dispute Resolution & Governing Law
8.1. All disputes shall be resolved through arbitration in Carson City, Nevada.
8.2. Clients waive any right to class action lawsuits.
9. Miscellaneous
- Entire Agreement: The MSA, TOS, and Order Form constitute the full agreement.
- Severability: If any section is deemed invalid, the remaining provisions remain enforceable.