Terms of Use

Master Services Terms
Version: v2.0
Last Updated: December 30, 2025

These Master Services Terms (“Agreement”) govern the provision of services by Promomash, Inc., a Texas corporation (“Promomash”), to the customer identified in an applicable Order Form or Statement of Work (“Client”). By accessing or using the Services, Client agrees to be bound by this Agreement. If Client has executed a separate written agreement with Promomash expressly governing the Services, that agreement will control to the extent of any conflict.

1. Services

Promomash provides access to its proprietary software platform and related managed, advisory, and operational services (collectively, the “Services”) as described in one or more executed Order Forms, Statements of Work (“SOWs”), or Service Level Agreements (“SLAs”), each of which is incorporated by reference.

2. Engagement Model; Subcontractors

Promomash may perform the Services through its employees and qualified subcontractors. All subcontractors engaged by Promomash will be held to confidentiality, security, and professional standards no less protective than those applicable to Promomash personnel under this Agreement. Nothing herein creates an exclusive relationship between the parties.

3. Client Responsibilities

Client is responsible for:

- Providing accurate, timely, and complete data reasonably required for the Services;
- Ensuring that Client has all necessary rights to provide such data;
- Maintaining appropriate internal controls and oversight over business decisions informed by the Services.

Client acknowledges that delays or deficiencies in Client-provided inputs may affect service performance.

4. Fees and Payment

Fees, billing cadence, and payment terms are specified in the applicable Order Form or SOW. Unless otherwise stated:

- Invoices are due 30 days from the invoice date;
- Past-due amounts may accrue interest at 1.5% per month (or the maximum permitted by law);
- Promomash may suspend Services for undisputed amounts more than 15 days past due after notice.

All fees are exclusive of taxes, which Client is responsible for paying (excluding taxes on Promomash’s income).

5. Intellectual Property

Promomash retains all right, title, and interest in its platform, software, methodologies, analytics, templates, and derivatives (“Promomash IP”). Client retains ownership of its pre-existing data. Any enhancements, configurations, improvements, or new functionality developed by Promomash — including those arising from Client feedback, requests, or suggestions — shall be owned exclusively by Promomash.

6. Confidentiality & Data Security

Each party agrees to protect the other’s non-public, confidential information using reasonable safeguards consistent with industry standards. Promomash maintains an information security program designed to protect Client data and is SOC 2 Type II certified. Promomash does not represent compliance with any specific foreign data protection regime unless expressly agreed in writing.

7. No Fiduciary Role; No Professional Advice

Client acknowledges and agrees that:

(a) Promomash is not a fiduciary, accountant, auditor, broker, financial advisor, legal advisor, or agent of Client;
(b) Promomash does not assume custody, control, or discretion over Client funds or assets;
(c) Outputs, analytics, or insights generated through the Services do not constitute professional advice; and
(d) Client retains sole responsibility for business decisions and compliance obligations.

8. Service Levels

Any uptime commitments, response times, or service levels shall be solely as specified in an SLA, if any, incorporated by reference into this Agreement.

9. Limitation of Liability

To the maximum extent permitted by law:

- Neither party shall be liable for indirect, incidental, consequential, or punitive damages.
- Promomash’s total aggregate liability arising from this Agreement shall not exceed the fees paid by Client in the three (3) months preceding the event giving rise to the claim.
- These limitations apply regardless of legal theory.

10. Indemnification

Client shall indemnify Promomash against third-party claims arising from Client data, misuse of the Services, or violation of law. Promomash shall indemnify Client against third-party claims alleging that the Services infringe U.S. intellectual property rights.

11. Term and Termination

Unless otherwise stated in an Order Form:

- The initial term is twelve (12) months;
- Thereafter, the Agreement renews month-to-month;
- Either party may terminate after the initial term with 60 days’ written notice.

Termination of this Agreement does not affect existing Customer end-user rights unless expressly stated.

12. Publicity

Neither party may use the other’s name or marks without prior written consent, except as required by law.

13. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles.

14. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, excluding payment obligations.

15. Assignment

Client may not assign this Agreement without Promomash’s consent. Promomash may assign in connection with a merger, sale, or reorganization.

16. Notices

Notices may be delivered electronically. Promomash’s notice address is yuval@promomash.com unless updated.

17. Entire Agreement

This Agreement, together with incorporated exhibits, constitutes the entire agreement between the parties and supersedes prior understandings.