Railbase

Master Services Agreement (MSA)

Version: 1.6 Effective date: 18 August 2026

This Master Services Agreement ("MSA") is a framework agreement between the customer identified on an Order (defined below) ("Customer", "you") and Silkway Tech LLC, a Wyoming limited liability company with a mailing address at 5830 E 2nd St, Ste 7000 #30294, Casper, WY 82609, USA ("Company", "we", "us").

When this MSA applies. Standard self-service purchases on railbase.app are governed by the Terms of Service, Core EULA, and Product & Suite Subscription Agreement alone — no MSA is needed. This MSA applies when the parties agree to it for a negotiated engagement: enterprise or multi-company purchases on custom commercial terms, invoiced (non-card) billing, custom Product/Component development, or other professional services. It becomes binding when both parties execute an Order that references it.

1. Structure of the agreement

  • An "Order" is an order form, statement of work ("SOW"), or written quote that references this MSA, is agreed by both parties, and describes what is being purchased: Products, Product Plans, named companies, included Components, subscriptions, deployments, professional services, deliverables, fees, and any special terms.
  • Software licensing remains governed by the underlying licence documents: the Core EULA for Railbase Core and the Product & Suite Subscription Agreement for customer-facing Products, their Product Plans, and included Components. The Terms of Service govern Account, KYC/sanctions, tax, billing, and distribution mechanics; the Data Processing Agreement governs personal data the Company processes on your behalf. This MSA sits above those documents for negotiated engagements and adds the terms for Orders and professional services.
  • Order of precedence (for the subject it addresses): (1) the Order, but only where it expressly overrides a named clause; (2) this MSA; (3) the DPA for processing of personal data; (4) the Product & Suite Subscription Agreement and Core EULA for licence scope and technical protection; (5) the Terms of Service. No Order can waive licence enforcement, KYC/sanctions, export-control, or acceptable-use provisions.

2. Licenses and subscriptions under an Order

Products and subscriptions sold under an Order have the scope stated in the Order (Products, Product Plans, named companies, roles/quotas, included Components, billing interval, and term). Unless an Order expressly says otherwise, recurring self-service economics remain monthly per named company at the published Basic, Pro, or Max Product Plan. A Product is the commercial unit: its Components are technical implementation detail, carry no separate self-service tier or price, and cannot be individually removed or downgraded without changing to another defined Product Plan. Different Products may share a Component and remain independently billable. Licences are technically enforced through signed encrypted Component bundles, execution-time licence gates, entitlement provenance, activation, and heartbeat; they are non-transferable between legal entities and revocable for non-payment or breach. KYC, sanctions, and the always-on export-destination policy apply exactly as to self-service purchases; an Order or tax-ready country does not authorize a prohibited export. Optional provider-managed full KYB/KYC is off by default and, while enabled under the Terms, is an additional condition for an Order's Core distribution, commercial operations and Product/Component entitlement unless the Order expressly replaces it with a Company-approved equivalent verification procedure.

3. Professional services

Where an Order includes professional services — such as custom Product/Component development, integration assistance, configuration, or training — the Company will perform them in a professional and workmanlike manner, materially as described in the Order. Unless the Order states otherwise:

  • Change control. Scope changes require a written change order agreed by both parties; the Company may re-estimate fees and timelines accordingly.
  • Customer cooperation. You will provide timely access to the information, materials, decisions, and personnel reasonably needed. Delays caused by missing cooperation extend timelines and are not the Company's breach.
  • Acceptance. Deliverables are accepted when they materially conform to the Order. You have 10 business days from delivery to reject a deliverable in writing, describing the material non-conformity; the Company will re-perform or remedy within a reasonable period. Absent rejection within that window, or on first productive use, the deliverable is accepted.
  • Remote performance. Services are performed remotely unless the Order states otherwise.

4. Intellectual property in deliverables

Unless the Order expressly states otherwise:

  • The Company retains all right, title, and interest in Railbase Core, Products, Components, tooling, know-how, and any pre-existing or generally reusable materials, including improvements to them arising from the services.
  • Custom Products, Components, and other software deliverables are licensed, not assigned: on full payment you receive the licence stated in the Order or, if none is stated, the same licence the Product & Suite Subscription Agreement grants, scoped to the named companies and term in the associated subscription.
  • Materials you provide (data, documents, specifications, branding) remain yours; you grant the Company a license to use them solely to perform the services.

5. Fees, invoicing, and taxes

Fees are as stated in the Order. Unless it states otherwise: invoices are payable within 30 days; late amounts may accrue interest at the lesser of 1% per month or the legal maximum; the Company may suspend services or licences for amounts overdue by more than 15 days after written notice. Invoices and credit notes identify purchased products/components and separate net consideration, tax, and total. Taxes are calculated/collected through Stripe Tax where applicable, while the Company remains responsible for registrations, filings, and remittance. Delivered services and elapsed subscription periods are non-refundable under the Refund Policy.

An Order cannot require the Company to refund, release, transfer, net, credit, or otherwise dispose of funds in violation of sanctions or export law. If money under an Order is received before a later sanctions/export hit, the detecting request or screening sweep may suspend affected server-side access and the receipt enters the restricted-funds process in the Terms and Refund Policy. A missing, inactive, or stale sanctions snapshot blocks new transaction boundaries but is not itself a hit and does not alone revoke the current paid-period entitlement. Pending a documented legal disposition the receipt is treated as a restricted liability, not ordinary available consideration. A blocked-property return or transfer requires the applicable licence, regulator order, or other legal authorization; a documented no-blocking-interest refund is made only to the original payment method.

6. Confidentiality

"Confidential Information" is non-public information disclosed by either party in connection with an Order that is marked confidential or should reasonably be understood to be confidential — including Order pricing, specifications, Submitted Materials, security information, and unreleased product information. The receiving party will use it only to perform under this MSA, protect it with at least reasonable care, and not disclose it to third parties other than personnel and contractors bound by equivalent obligations. Excluded: information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted with reasonable notice where lawful. These obligations last 5 years after the Order ends (indefinitely for trade secrets).

7. Warranties and disclaimer

Each party warrants it is validly organized and authorized to enter this MSA. The Company warrants that professional services will be performed as described in Section 3. All software — Core, Products, and Components — is warranted only as stated in its applicable licence document and is otherwise provided "AS IS"; machine-generated output (including translation, analytics, risk, and compliance content) is not professional advice. Except as expressly stated, the Company disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill. The Company's total aggregate liability arising out of or relating to an Order will not exceed the amounts you paid under that Order in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, either party's breach of Section 6 (Confidentiality), or your breach of the license restrictions in the underlying license documents.

9. Term and termination

This MSA runs from the effective date of the first Order referencing it and continues while any Order is active. Either party may terminate this MSA or an affected Order for the other's material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. The Company may additionally suspend or terminate as provided in the Terms of Service (non-payment, sanctions/KYC findings, license breach). On termination: fees for services performed and subscription periods elapsed remain payable; licenses end or survive per their own documents and the Order; Sections 4, 6, 7, 8, 10 survive.

10. General

Independent contractors; no partnership, agency, or exclusivity. Neither party may assign this MSA without the other's consent, except to a successor in a merger, acquisition, financing, reorganization, or sale of assets. Force majeure excuses delay caused by events beyond reasonable control. Notices go to the addresses on the Order (for the Company: the mailing address above or support@railbase.app). This MSA is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws rules; exclusive venue lies in the state or federal courts located in Wyoming. This MSA plus its Orders and the documents referenced in Section 1 are the entire agreement for negotiated engagements and supersede prior discussions on that subject.

11. Contact

Silkway Tech LLC — 5830 E 2nd St, Ste 7000 #30294, Casper, WY 82609, USA · support@railbase.app