These Cloud Terms of Service (“Agreement”) are a binding contract between you (“Customer” or “You”) and Mashin, Inc. (“Mashin, Inc.,” “we,” “us,” or “our”). By creating an account or accessing the Service, you agree to this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization.
1. Definitions
“Authorized User” means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service under Customer’s account.
“Customer Content” means all data, machine definitions, workflow configurations, governance rules, prompts, inputs, and any other materials that Customer or its Authorized Users upload to, create within, or transmit through the Service.
“Customer Data” means Customer Content and all data generated during Customer’s use of the Service, including behavioral ledger records, governance decisions, hash chains, evolution history, execution metadata, and performance metrics.
“Documentation” means the technical documentation, user guides, and API references made available by Mashin, Inc. at its website, as updated from time to time.
“Machine” means a structured, governed workflow definition authored by Customer using the Mashin platform. A Machine defines computation steps, governance rules, and effect declarations that the Mashin runtime executes deterministically.
“Service” means the Mashin cloud platform, including the governed runtime, the Koda intelligent development environment, the Kura package registry, and all related APIs, features, and tools provided by Mashin, Inc. as a hosted service.
“Subscription Plan” means the tier of Service selected by Customer (Free, Pro, or Team). Enterprise customers are governed by a separate Enterprise Subscription Agreement.
2. Account Terms
2.1 Registration
To use the Service, You must create an account by providing accurate and complete registration information, including a valid email address. You must update this information to keep it accurate. Each individual must have a unique account; accounts may not be shared among multiple people. Machine accounts are permitted for automated tasks, provided a single individual accepts responsibility for the account’s activity.
2.2 Account Security
You are responsible for safeguarding your account credentials and for all activity that occurs under your account, including activity by Authorized Users. You must notify Mashin, Inc. immediately at [email protected] upon becoming aware of any unauthorized use. Mashin, Inc. will not be liable for losses arising from unauthorized access to your account where you have failed to maintain credential security.
2.3 Age Requirements
You must be at least 16 years of age to use the Service. If you are under 13, you may not create an account or use the Service under any circumstances. By creating an account, you represent that you meet this requirement.
3. Service Description and Access
3.1 Provision of Service
Subject to the terms of this Agreement, Mashin, Inc. grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer’s internal business or personal purposes, in accordance with the Documentation and Customer’s Subscription Plan.
3.2 Service Features
The Service provides a governed intelligence platform for building, deploying, and operating deterministic, auditable AI workflows. Features include machine authoring and compilation, governed runtime execution, behavioral ledger recording, model routing and inference management, package registry access, and development tooling. Feature availability varies by Subscription Plan.
3.3 Modifications
Mashin, Inc. may modify the Service from time to time. We will not materially reduce the core functionality available to paid Subscription Plans during the current Subscription Term without at least 30 days’ advance notice. Mashin, Inc. may discontinue or limit free-tier features at its discretion without advance notice.
3.4 Restrictions
Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble any part of the Service, except to the extent permitted by applicable law; (b) sublicense, sell, resell, or distribute the Service or access thereto; (c) use the Service to build a competitive product or service; (d) copy or extract any features, databases, or data from the Service (other than Customer Data); (e) interfere with or disrupt the integrity or performance of the Service; (f) bypass or circumvent any usage limits, rate limits, or security measures of the Service; or (g) use the Service for any purpose that violates applicable law or the Acceptable Use Policy.
3.5 Suspension
Mashin, Inc. may temporarily suspend Customer’s access to the Service if: (a) required to prevent harm to the Service, other customers, or third parties; (b) required to comply with law or legal process; (c) Customer’s account has an outstanding past-due balance exceeding 10 days; or (d) Customer’s use creates a security vulnerability. Mashin, Inc. will provide advance notice of suspension when reasonably practicable, and will restore access promptly when the condition giving rise to suspension is resolved.
4. Subscription and Billing
4.1 Plans and Pricing
The Service is available under multiple Subscription Plans with different feature sets, usage limits, and pricing. Current plan details and pricing are published at the Mashin, Inc. website. Mashin, Inc. may modify pricing at any time; changes to paid plans take effect at the start of the next billing period following at least 30 days’ notice.
4.2 Usage Limits
Each Subscription Plan includes specified limits on compute usage, model inference calls, storage, and other resources. Usage limits are published in the plan documentation and your account dashboard. If Customer exceeds plan limits, Mashin, Inc. may (at its discretion): throttle usage, charge overage fees at published rates, or require Customer to upgrade to an appropriate plan. Mashin, Inc. will notify Customer before applying overage charges.
4.3 Payment Terms
Paid Subscription Plans are billed in advance on a monthly or annual basis. All fees are stated in United States Dollars unless otherwise specified. Fees are non-refundable except as expressly stated in this Agreement or required by applicable law. Customer authorizes Mashin, Inc. to charge Customer’s payment method for all fees incurred. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
4.4 Taxes
Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from this Agreement, other than taxes based on Mashin, Inc.’s income.
4.5 Cancellation and Refunds
Customer may cancel a Subscription Plan at any time through account settings. Cancellation takes effect at the end of the current billing period. No partial refunds are provided for unused time within a billing period. For annual plans cancelled during the first 30 days, Mashin, Inc. will provide a pro-rata refund for the unused portion. Upon cancellation, Customer Data remains available for export for 30 days following the effective termination date.
5. Customer Data
5.1 Ownership
As between the parties, Customer retains all right, title, and interest in Customer Data. Mashin, Inc. acquires no ownership rights in Customer Data under this Agreement.
5.2 License to Customer Data
Customer grants Mashin, Inc. a non-exclusive, worldwide, royalty-free license to copy, display, modify, and use Customer Data solely as needed to provide, maintain, and improve the Service and to comply with applicable law. This license terminates when Customer Data is deleted from the Service.
5.3 No Training on Customer Data
Mashin, Inc. will not use Customer Content (machine definitions, inputs, outputs, workflow data, governance trails) to train any artificial intelligence or machine learning models. This commitment applies to Mashin, Inc.’s own systems. Mashin, Inc. contractually requires the same from third-party model providers via their API agreements. Current API agreements with Anthropic and OpenAI prohibit use of API inputs and outputs for model training.
5.4 Aggregated Data
Mashin, Inc. may collect and use aggregated, anonymized data derived from Customer’s use of the Service (“Aggregated Data”) for service improvement, analytics, and benchmarking purposes. Aggregated Data will not identify Customer, any individual, or any specific Customer Content. Mashin, Inc. owns all Aggregated Data.
5.5 Data Portability
Customer may export Customer Data at any time using the Service’s built-in export tools or API. Mashin, Inc. provides export in standard machine-readable formats (JSON, structured audit-ready formats). Upon termination, Mashin, Inc. will make Customer Data available for export for a minimum of 30 days. After this period, Mashin, Inc. may delete Customer Data. Mashin, Inc. is not obligated to maintain backup copies of Customer Data after the export period.
5.6 Governance Trail Ownership
Behavioral ledger records, governance decisions, hash chains, and evolution history generated during Customer’s use of the Service are Customer Data. Customer has full export rights to all governance data, including structured execution traces, policy decision logs, cost and latency metrics, model routing decisions, and hash chain integrity proofs.
6. Intellectual Property
6.1 Mashin, Inc. IP
The Service, including all software, APIs, Documentation, visual design, user interfaces, and underlying technology (collectively, “Mashin, Inc. IP”), is the exclusive property of Mashin, Inc. and its licensors. This Agreement grants Customer no rights in Mashin, Inc. IP except the limited right to access and use the Service in accordance with this Agreement. All rights not expressly granted are reserved.
6.2 Customer IP
Machines authored by Customer are Customer’s intellectual property. Mashin, Inc. claims no ownership over machine definitions, prompts, workflow configurations, governance rules, or outputs generated by Customer’s machines. Customer retains all rights, title, and interest in their machine definitions and the outputs produced by those machines, subject to any applicable third-party model provider terms regarding AI-generated content.
6.3 Feedback
If Customer provides suggestions, feature requests, bug reports, or other feedback about the Service (“Feedback”), Customer grants Mashin, Inc. a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, copy, modify, and incorporate that Feedback for any purpose without obligation to Customer. Feedback does not include Customer Data.
7. AI Features and Third-Party Model Providers
7.1 Third-Party Model Providers
The Service uses third-party AI model providers (currently Anthropic and OpenAI) to execute inference steps in Customer’s machines. Data sent to these providers is determined by the machine definition and is visible in the behavioral ledger. Each provider’s API terms apply to their respective services. Mashin, Inc. will notify Customer of material changes to model provider relationships, including the addition or removal of providers. A current list of model providers is maintained in the Subprocessors List.
7.2 Model Routing Transparency
Mashin, Inc.’s governed model routing may select different models for different requests based on cost, latency, and capability requirements as defined in the machine’s governance configuration. Model selection decisions are recorded in the behavioral ledger and visible to Customer. Customer may configure model routing constraints in their machine governance rules.
7.3 AI Output Disclaimers
AI outputs are provided by third-party model providers. Mashin, Inc. does not generate, control, or warrant AI outputs. Mashin, Inc. governs the execution environment in which models are called (model selection, data routing, cost controls, audit trails). The output itself is subject to the third-party provider’s terms and capabilities. Customer is solely responsible for evaluating and validating AI outputs for their intended use. Customer acknowledges that AI outputs may not be unique and that other customers using similar inputs may receive similar outputs.
7.4 AI Output Ownership
Customer owns AI outputs to the extent permitted by applicable law. Note that purely AI-generated content may not qualify for copyright protection under current US law. Outputs of governed machines that combine human-authored structure with AI-generated content may have stronger IP claims due to the human creative choices embodied in the machine definition.
7.5 What Mashin, Inc. Warrants for AI Features
Mashin, Inc. warrants that: (a) governance was applied as configured in the machine definition; (b) the behavioral ledger accurately records execution events, including which model was used, what was sent, and what was returned; and (c) model routing followed the declared policy. These warranties apply to Mashin, Inc.’s platform behavior, not to third-party model outputs.
8. Confidentiality
8.1 Definition
“Confidential Information” means information disclosed by either party that is designated as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer’s Confidential Information. Mashin, Inc. IP, pricing, and security architecture are Mashin, Inc.’s Confidential Information.
8.2 Obligations
Each party agrees to: (a) protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as these terms.
8.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
8.4 Duration
Confidentiality obligations survive termination of this Agreement for three (3) years, except that obligations regarding trade secrets continue for as long as the information qualifies as a trade secret under applicable law.
9. Warranties and Disclaimers
9.1 Mashin, Inc. Warranties
Mashin, Inc. warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; (b) Mashin, Inc. will not materially reduce the core functionality of the Service available to Customer’s paid Subscription Plan during the Subscription Term; and (c) Mashin, Inc. has the authority to enter into this Agreement.
9.2 Warranty Remedy
If the Service does not conform to the warranty in Section 9.1(a), Mashin, Inc. will, at its option: (i) use commercially reasonable efforts to correct the non-conformance; or (ii) terminate the affected Subscription Plan and refund prepaid fees for the unused portion of the Subscription Term.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” Mashin, Inc. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Mashin, Inc. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.
Mashin, Inc. MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS OF AI OUTPUTS PROVIDED BY THIRD-PARTY MODEL PROVIDERS. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VALIDATING AI OUTPUTS FOR THEIR INTENDED PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Mashin, Inc. OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Aggregate Liability Cap
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO Mashin, Inc. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”). FOR FREE PLAN CUSTOMERS, THE GENERAL CAP IS ONE HUNDRED DOLLARS ($100).
10.3 Excluded Liability
THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 DO NOT APPLY TO: (A) A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (C) Mashin, Inc.‘S IP INFRINGEMENT OF CUSTOMER DATA; OR (D) LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
10.4 Third-Party AI Provider Exclusion
Mashin, Inc. SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) THIRD-PARTY AI MODEL PROVIDER OUTPUTS, FAILURES, UNAVAILABILITY, OR BEHAVIOR; (B) CUSTOMER’S USE OF AI OUTPUTS WITHOUT ADEQUATE VALIDATION; OR (C) ANY DECISION MADE IN RELIANCE ON AI OUTPUTS.
11. Indemnification
11.1 Mashin, Inc. Indemnification
Mashin, Inc. will defend Customer against third-party claims alleging that the Service (excluding Customer Content, third-party components, and AI outputs) infringes a valid United States patent, copyright, or trade secret, and will indemnify Customer against damages and costs (including reasonable attorneys’ fees) finally awarded by a court or agreed in settlement. If the Service becomes the subject of an infringement claim, Mashin, Inc. may, at its option: (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate Customer’s access and refund prepaid fees for the unused Subscription Term.
11.2 Customer Indemnification
Customer will defend Mashin, Inc. against third-party claims arising from: (a) Customer Content, including claims that Customer Content infringes any intellectual property right; (b) Customer’s violation of this Agreement or the Acceptable Use Policy; (c) Customer’s violation of applicable law; or (d) an Authorized User’s misuse of the Service. Customer will indemnify Mashin, Inc. against damages and costs (including reasonable attorneys’ fees) finally awarded or agreed in settlement.
11.3 Procedure
The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable assistance at the indemnifying party’s expense. The indemnified party may participate in the defense at its own expense.
12. Term and Termination
12.1 Term
This Agreement is effective when Customer creates an account and continues for the duration of the Subscription Term. Paid Subscription Plans automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current period. Free plans continue indefinitely until terminated.
12.2 Termination for Convenience
Customer may terminate at any time by canceling through account settings. Mashin, Inc. may terminate a Free plan at any time with 30 days’ notice. Mashin, Inc. may terminate a paid plan by providing notice at least 30 days before the end of the current billing period.
12.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of receiving notice of the breach; or (b) becomes subject to bankruptcy, insolvency, receivership, or similar proceedings. Mashin, Inc. may terminate or suspend access immediately without prior notice for violations of the Acceptable Use Policy or conduct that poses an imminent risk to the Service, other customers, or third parties.
12.4 Effect of Termination
Upon termination: (a) Customer’s right to access the Service ceases; (b) all outstanding payment obligations become immediately due; (c) Customer Data remains available for export for 30 days; (d) Customer must cease all use of Mashin, Inc. IP; and (e) each party must return or destroy the other party’s Confidential Information upon request.
12.5 Survival
Sections 1, 5, 6, 8, 9.3, 10, 11, 12.4, 12.5, 13, 14, and 15 survive termination of this Agreement.
13. Governing Law and Dispute Resolution
13.1 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
13.2 Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or Comprehensive Arbitration Rules and Procedures (for larger claims). The seat of arbitration shall be Delaware. The language of arbitration shall be English. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
13.3 Class Action Waiver
EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
13.4 Small Claims and Injunctive Relief
Either party may bring a qualifying claim in small claims court in Delaware as an alternative to arbitration. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
14. Changes to These Terms
Mashin, Inc. may modify this Agreement at any time. For material changes (changes that impose new obligations, reduce Customer rights, or affect pricing), Mashin, Inc. will provide at least 30 days’ notice via email to the address associated with Customer’s account and by posting a notice on the Service. Continued use of the Service after the effective date of modified terms constitutes acceptance. If Customer does not agree with modified terms, Customer must stop using the Service before the effective date and may terminate this Agreement without penalty.
15. General Provisions
Entire Agreement. This Agreement, together with the Privacy Policy, Acceptable Use Policy, and any applicable Subscription Plan terms, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, proposals, and representations.
Order of Precedence. In the event of a conflict between this Agreement and any other document incorporated by reference, this Agreement controls, followed by the Subscription Plan terms, then other incorporated documents.
Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
Waiver. Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by the waiving party.
Assignment. Customer may not assign this Agreement or any rights or obligations hereunder without Mashin, Inc.’s prior written consent. Mashin, Inc. may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, pandemic, acts of government, Internet disruptions, telecommunications failures, power outages, or third-party service provider outages. This section does not excuse Customer’s payment obligations.
Notices. Notices to Mashin, Inc. should be sent to [email protected]. Notices to Customer will be sent to the email address associated with Customer’s account. Notices are effective upon receipt.
Export Compliance. Customer agrees to comply with all applicable export control and sanctions laws. Customer shall not export or re-export the Service to any country, person, or entity prohibited by applicable law.
Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
Publicity. Mashin, Inc. may include Customer’s name and logo in customer lists and marketing materials to identify Customer as a user of the Service. Customer may request removal at any time by contacting [email protected]. Any other use of a party’s trademarks requires prior written consent.
Governance Data Ownership
Behavioral ledger records, governance decisions, hash chains, and evolution history generated during Customer’s use of the Service are Customer Data. Mashin, Inc. does not claim ownership of these records. Customer has full export rights to all governance data, including structured traces, policy decision logs, and hash chain integrity proofs. Mashin, Inc. will provide export in standard machine-readable formats upon request or via self-service tooling.
Machine Intellectual Property Ownership
Machines authored by Customer are Customer’s intellectual property. Mashin, Inc. claims no ownership over machine definitions, prompts, workflow configurations, governance rules, or outputs generated by Customer’s machines. Customer retains all rights, title, and interest in their machine definitions and the outputs produced by those machines, subject to any applicable third-party model provider terms.
Deterministic Execution
Mashin, Inc. makes commercially reasonable efforts to ensure deterministic execution of Customer’s machines: the same inputs produce the same outputs, excluding explicit randomness and third-party model outputs. This commitment reflects the platform’s architectural design (pure computation steps, governed effects, behavioral ledger recording) but is not a warranty. Third-party model providers may produce varying outputs for identical inputs; such variation is outside Mashin, Inc.’s control.
Behavioral Ledger Export
Customer may export the complete behavioral ledger for any machine execution at any time. Exports include: step records, governance decisions, hash chain data, timing information, cost data, and model routing decisions. Export formats include JSON and structured audit-ready formats. Mashin, Inc. will maintain export capability for the duration of Customer’s subscription and for a reasonable period (minimum 30 days) following termination to allow data retrieval.
No Training Commitment
Mashin, Inc. will not use Customer Content (machine definitions, inputs, outputs, workflow data, governance trails) to train any artificial intelligence or machine learning models. This commitment is contractual and applies to Mashin, Inc.’s own systems. Mashin, Inc. contractually requires the same from third-party model providers via their API agreements. Current API agreements with Anthropic and OpenAI prohibit use of API inputs and outputs for model training.
Questions? Contact Mashin, Inc. at [email protected].