SECURE CHECKPOINT // ID: AGREE-094
IRONCLAD SCALE™ MASTER SERVICES AGREEMENT (MSA)
VERSION 4.2 // SOVEREIGN EDITION
1.1. "Ironclad Engine" refers to the proprietary AI orchestration software, including all agents, scripts, docker containers, and underlying logic provided by Ironclad Scale™.
1.2. "Licensee" refers to the entity or individual purchasing access to the Ironclad Engine.
1.3. "Sovereign Tier" refers to the specific license class granting white-label and resale rights.
2.1. Internal Use License: Subject to the terms of this Agreement, Ironclad Scale™ grants Licensee a non-exclusive, non-transferable, revocable license to use the Ironclad Engine solely for Licensee's internal business operations.
2.2. Sovereign Extension: If Licensee has purchased the "Sovereign Tier," Licensee is granted the additional right to deploy "Sub-Instances" of the Ironclad Engine for third-party clients, provided that Licensee manages the billing and support for said clients.
2.3. Restrictions: Licensee shall not: (a) reverse engineer, decompile, or disassemble the Source Code; (b) sell, rent, lease, or sublicense the Ironclad Engine to any third party (except as explicitly permitted under the Sovereign Tier).
3.1. Ownership: Licensee acknowledges that the Ironclad Engine and all related intellectual property rights are owned by Ironclad Scale™. This Agreement is not a sale of the Ironclad Engine and does not convey to Licensee any rights of ownership.
3.2. Client Data: Licensee retains all right, title, and interest in and to the data input into the Ironclad Engine by Licensee ("Client Data"). Ironclad Scale™ claims no ownership over Client Data.
4.1. License Fees: Licensee agrees to pay the fees set forth in the Order Form or Pricing Page. All fees are non-refundable.
4.2. Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Licensee shall be responsible for payment of all such taxes.
5.1. Term: This Agreement shall commence on the date of acceptance and continue until terminated by either party.
5.2. Termination for Cause: Ironclad Scale™ may terminate this Agreement immediately if Licensee breaches any material provision of this Agreement (e.g., unauthorized resale).
5.3. Effect of Termination: Upon termination, Licensee shall immediately cease all use of the Ironclad Engine and destroy all copies of the software in its possession.
6.1. THE IRONCLAD ENGINE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IRONCLAD SCALE™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.1. IN NO EVENT SHALL IRONCLAD SCALE™ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.
8.1. Governing Law: This Agreement shall be governed by the laws of the State of Delaware.
8.2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
[END OF AGREEMENT]
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