MSA_ENTERPRISE_PROTOCOL_V4.2_FINAL

Terms of Service

The governing framework for the deployment, utilization, and governance of the BasaltHQ Cognitive Business Suite.

FOR_INSTITUTIONAL_USE_ONLYREVISION_DATE: 2026-01-01

These Terms of Service constitute a Master Subscription Agreement between your organization ("Customer") and BasaltHQ ("Company"). By initializing your instance, you certify that you have the organizational mandate to bind your institution to these operational protocols.

1. Provision of Services & Authorization

Company grants Customer a non-exclusive, non-transferable right to access the Services for internal business operations. This grant is contingent upon:

Authorized Nodes

Access is restricted to verified enterprise domains and authorized personnel.

Non-Commercialization

Customer shall not resell, sublicense, or white-label the Services without prior written consent.

Operational Integrity

Customer shall not engage in actions that compromise the stability of the global business architecture.

Regulatory Compliance

Usage must strictly adhere to all applicable jurisdictional laws and export controls.

2. Fees, Billing & Compute Allocation

Customer shall pay all fees specified in the Order Form. Fees are determined by hierarchical tiers and computational resource utilization.

Net 30 Liquidity Protocol

All invoices are due within thirty (30) days from transmission. Late payments trigger an automated service fee of 1.5% per month or the maximum rate permitted by law.

Compute Suspension_Company reserves the right to throttle or suspend compute allocation for any account with an outstanding balance exceeding 45 days.

3. Intellectual Property Rights

We maintain a strict separation between Platform Architecture and Customer Content:

BasaltHQ IP

The Neuromimetic Architecture, source code, neural models, patentable algorithms, and brand artifacts remain the exclusive property of Company. No ownership is transferred hereunder.

Customer Data

Customer retains all rights to information submitted to the Services. Customer grants Company a non-exclusive license to use such data solely to provide the services and improve platform security.

4. AI Training & Usage Data

To maintain the edge of our cognitive suite, Company utilizes De-identified Usage Data to optimize global patterns. This data is cryptographically stripped of all PII and organizational identifiers at the point of ingestion.

Zero-Knowledge_Model_Updates_Active

5. Acceptable Use & Prohibited Acts

To preserve the integrity of the BasaltHQ ecosystem, Customer shall not, and shall not permit any third party to:

Decompile, reverse engineer, or attempt to derive the platform's neural weights.
Use the Services to develop a competing business intelligence or AI offering.
Exceed the stipulated API rate limits or engage in automated scraping.
Upload toxic, illegal, or cryptographically malicious payloads.

6. Mutual Indemnification

By Company: We shall defend and indemnify Customer against any third-party claims alleging that the platform infringes upon a valid intellectual property right.

By Customer: Customer shall defend and indemnify Company against any third-party claims arising from Customer's unauthorized use of data or violation of Acceptable Use protocols.

7. Limitation of Liability

Legal_Exclusion_Protocol_v4.0

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, SYSTEM DOWNTIME, OR INDIRECT DAMAGES.

8. Binding Arbitration & Class Waiver

By entering this agreement, you elect to resolve all disputes through Binding Arbitration administered by the AAA. The venue shall be Santa Fe, New Mexico.

You waive your right to participate in class-action litigation or jury trials. This is a fundamental component of the BasaltHQ master agreement.

9. Governing Law

This Agreement shall be governed by the laws of the State of New Mexico. Any legal action not subject to arbitration shall be filed in the state or federal courts of Santa Fe County.