Legal · Enterprise

Master Services Agreement

Operator: AtomEons, LLC · Effective: April 29, 2026 · Last updated: April 29, 2026 · Applies to: Elite Pass subscribers and Enterprise buyers · Governing law: Florida

1. Definitions

• "AtomEons" means AtomEons, LLC, a Florida limited liability company.
• "Customer" means the entity identified in the applicable Order Form.
• "Order Form" means a written or electronic ordering document executed by both parties specifying the Services, fees, and commitment terms.
• "Services" means the skil.ski Platform, the MCP delivery service, and any Skilski licenses specified in an Order Form.
• "Platform" means the skil.ski AI skill registry, vault dashboard, and MCP delivery infrastructure operated by AtomEons.
• "Skilski" means an individual AI skill listed on the Platform.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• "MCP" means the Model Context Protocol, the transport layer through which Skilskis are delivered.
• "Authorized User" means an employee or contractor of Customer authorized to access the Services under Customer's account.

2. Order of Precedence

In the event of conflict between documents governing the Services, the following order of precedence applies (earlier document controls):

1. Order Form (including any Statements of Work or exhibit supplements)
2. This MSA
3. Terms of Service (skil.ski/legal/terms)
4. EULA (skil.ski/legal/eula)

3. Services; Access

AtomEons will provide Customer with access to the Services specified in the applicable Order Form. Services are delivered exclusively via MCP — no files, binaries, or downloads are transferred to Customer. Customer is responsible for ensuring that Authorized Users have compatible MCP-enabled agents (e.g., Cursor, Claude Code, Codex) to use the Services.

AtomEons reserves the right to modify, update, or discontinue features of the Platform with reasonable notice, provided that material reductions in the functionality described in an Order Form constitute a Material Failure subject to Section 9 of this MSA.

4. Service Level Agreement (SLA)

4.1 Uptime Commitment

AtomEons commits to 99.5% monthly uptime for the MCP delivery endpoint ("Uptime Commitment"). Monthly uptime is calculated as: (total minutes in month – scheduled downtime – unscheduled downtime) / (total minutes in month – scheduled downtime) × 100.

4.2 Exclusions

The SLA Uptime Commitment does not apply to downtime caused by: (a) Customer's actions or failure to act; (b) scheduled maintenance (notified at least 24 hours in advance); (c) force majeure events; (d) third-party infrastructure failures outside AtomEons' control (including Vercel, Supabase, or backbone network outages); or (e) Customer's use of the Services in violation of this MSA or the Terms of Service.

4.3 SLA Credits

If monthly uptime falls below the Uptime Commitment, Customer may request a service credit. Credits are calculated as follows:

Credit requests must be submitted to billing@skil.ski within 30 days of the end of the month in which the SLA failure occurred. Credits are applied to the next billing period and are Customer's sole and exclusive remedy for SLA failures.

5. Support

"Business hours" means 9:00 AM – 6:00 PM US Eastern Time, Monday through Friday, excluding US federal holidays. Response time is measured from initial contact to first meaningful response from an AtomEons team member.

6. Confidentiality

6.1 Mutual Obligations

Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in confidence, to use such Confidential Information only in connection with the performance of this MSA, and to disclose such information only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this MSA. Each party agrees to protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order (provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order).

6.3 Duration

Confidentiality obligations survive for three (3) years after the termination or expiration of this MSA. For trade secrets, confidentiality obligations survive indefinitely.

7. Security and Data Handling

AtomEons implements and maintains commercially reasonable technical and organizational security measures appropriate to the nature of the data processed, including encryption in transit (TLS 1.2+) and at rest, access controls, and regular security reviews. AtomEons intends to pursue SOC 2 Type II certification; current security posture is available under NDA on request from legal@skil.ski.

Customer is responsible for the security of its MCP endpoint bearer tokens and for ensuring Authorized Users access the Services through secure, controlled environments. AtomEons is not liable for breaches resulting from Customer's mishandling of bearer tokens or credentials.

Where Customer's use of the Services involves processing of personal data subject to GDPR or similar regulations, the parties shall enter into a Data Processing Agreement (DPA) upon Customer's request. A DPA template is available at legal@skil.ski.

8. Intellectual Property

8.1 Customer Retains Prompts and Outputs

As between the parties, Customer retains all right, title, and interest in and to: (a) prompts, queries, and instructions Customer submits to Skilskis; and (b) outputs generated by Skilskis in response to Customer's prompts. AtomEons does not claim any ownership interest in Customer's prompts or outputs.

8.2 AtomEons Retains Platform and Skills

AtomEons retains all right, title, and interest in and to the Platform, all Skilskis, the MCP delivery infrastructure, and all associated intellectual property. Nothing in this MSA transfers any ownership of Platform or Skilski IP to Customer.

8.3 Feedback

Customer's Feedback (voluntary suggestions or improvements) is provided without obligation of compensation or attribution, and AtomEons may use Feedback for any purpose.

9. Material Failure and Termination for Cause

9.1 Material Breach

Either party may terminate this MSA (and any associated Order Forms) upon written notice if the other party materially breaches this MSA and fails to cure such breach within 30 days of receiving written notice specifying the breach in reasonable detail ("Cure Period"). For material failures related specifically to service delivery under an Elite Pass Order Form, the cure period is 15 business days as specified in the Elite Pass Commitment Terms.

9.2 Termination for Insolvency

Either party may terminate this MSA immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a voluntary or involuntary petition in bankruptcy that is not dismissed within 60 days.

9.3 Effects of Termination

Upon termination: (a) all active Order Forms terminate; (b) Customer's access to membership-gated Services ceases; (c) outright Skilski licenses survive per the EULA; (d) each party returns or destroys the other's Confidential Information; (e) outstanding payment obligations survive.

10. Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this MSA; (b) this MSA, when executed, will be a valid and binding obligation; and (c) its entry into this MSA does not conflict with any other agreement or obligation to which it is a party.

AtomEons additionally warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards.

11. Limitation of Liability; Disclaimer

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE / WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ATOMEEONS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

ATOMEEONS DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS MSA, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-GENERATED SKILSKI OUTPUTS ARE PROVIDED AS-IS AND ARE SUBJECT TO THE EULA'S DISCLAIMER OF WARRANTIES ON AI OUTPUTS.

12. Indemnification

Each party (an "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (each, an "Indemnified Party") from and against any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Indemnifying Party's material breach of this MSA; (b) the Indemnifying Party's gross negligence or willful misconduct; or (c) in the case of AtomEons as Indemnifying Party, third-party claims that the Platform (excluding Customer-provided content or modifications) infringes such third party's intellectual property rights.

13. Governing Law and Disputes

This MSA is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any disputes not resolved informally shall be subject to the mandatory arbitration provisions of the Platform's Terms of Service (Section 14), incorporated herein by reference, with the seat of arbitration in Miami, Florida. The parties may seek emergency injunctive relief in the courts of the State of Florida or the US Southern District of Florida without waiving arbitration rights.

14. General

• Entire Agreement. This MSA, together with all executed Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, or agreements.
• Amendment. This MSA may be amended only by a written instrument signed by authorized representatives of both parties.
• Assignment. Customer may not assign this MSA without AtomEons' prior written consent (not to be unreasonably withheld). AtomEons may assign this MSA in connection with a merger, acquisition, or sale of substantially all assets with written notice to Customer. Assignments in violation of this provision are void.
• Notices. Legal notices to AtomEons must be in writing, sent to legal@skil.ski with a copy to: AtomEons, LLC, Marco Island, FL [registered agent on file at sunbiz.org].
• Waiver. Failure to enforce any provision of this MSA is not a waiver of future enforcement.
• Severability. If any provision is unenforceable, the remaining provisions continue in effect.
• Relationship. The parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, agency, or employment relationship.
• Counterparts. This MSA may be executed in counterparts, each of which constitutes an original, and electronic signatures are binding.

See also: Terms of Service · EULA · Refund Policy