Terms of Use

These Terms of Use are effective as of: June 5, 2023

Welcome to AssetMule! These Terms of Use (“Terms”) apply to your (“you” or “your”) use of AssetMule’s digital design platform, products, and hosting and publishing services (collectively, the “Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and AssetMule, Inc. (“AssetMule”).

1. Overview

AssetMule is a digital design platform that empowers people to create certain digital content (each a “Design”) and brief, short-form marketing materials pre-approved by you that are saved through the Service (each a “Snippet”) which AssetMule publishes and hosts on its platform. When you use the Service, you’ll have access to a variety of design assets and other content provided by AssetMule and other content providers to use in your Designs and Snippets (“Licensed Content”). You also have the option to upload your own content (“User Content”) which you have full control and responsibility over. You can use Licensed Content, your User Content, and tools available in AssetMule to create your Designs and Snippets.

The Service is made available on https://assetmule.ai/ and in other forms provided or made available by AssetMule. Your use of the Service is subject to these Terms. By using the Service you acknowledge notice of AssetMule’s Privacy Notice.

You may use the Service only if you can enter into a binding contract with AssetMule and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.

If you sign up for the Service on behalf of an organization using an email address provided by your employer or another organization, (i) you represent and warrant that you are an authorized representative of that entity with authority to bind that entity to these Terms; (ii) your use of the Service will bind that entity to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and that entity.

2. Using the Service

a. Age Requirement. Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13.

b. Access to the Service. Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. AssetMule reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account.

c. Anti-discrimination. AssetMule does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.

d. Restrictions on Use of the Service. You shall not yourself or through any third party (i) rent, sell, distribute, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (vii) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.

3. Content, Designs, and Snippets

a. User Content. You represent and warrant that you own all right, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and AssetMule, you own all right, title and interest in and to your User Content. You grant AssetMule a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant AssetMule a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design and/or Snippet available.

b. Licensed Content. You may use Licensed Content in connection with the Service. Under the terms of this Agreement, we grant you a perpetual, non-exclusive, non- transferable, worldwide license to use Licensed Content available on AssetMule. Licensed Content is only made available for the permitted purpose of integration into the design of your User Content. You may not copy, download or distribute the Licensed Content as a standalone item. The use of Licensed Content may be subject to additional license rights and restrictions determined by the Contributor of such Licensed Content and disclosed in writing on the website.

c. Designs and Snippets. Your Designs and Snippets may include a combination of User Content and Licensed Content. While you retain ownership of your User Content, you may not use the Licensed Content or Service in any of the following ways:

d. Sharing and Publishing Your Designs and Snippets. You may publish or share Designs and Snippets with others within the Service, via a Third Party Service, or via a link. AssetMule maintains no responsibility in relation to such sharing of Designs or Snippets and AssetMules’s enablement of such activity or the Service’s performance of actions to publicly share Designs or Snippets at your instruction shall not be considered a violation of any of AssetMule’s obligations under these Terms.

4. Billing

a. Payments. AssetMule may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Services. The processing of payments through a Payment Processor will be subject to the terms, conditions, and privacy policies of the Payment Processor. By choosing to use the Services, you agree to pay AssetMule all charges at the prices then in effect for any use of the Services in accordance with the applicable payment terms, and you authorize AssetMule, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using the selected Payment Method. AssetMule reserves the right to correct any errors or mistakes that the Payment Processor makes even if it had already requested or received payment.

b. Subscriptions and Renewals. If you are subscribing to AssetMule, you can sign up for either a time-based (i.e., monthly or annual) subscription at the rates posted on https://assetmule.ai/pricing. Your subscription will automatically renew as agreed at time of subscription. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

c. Taxes. Your fees are inclusive of all taxes unless otherwise specified in an agreement with AssetMule, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

d. Cancellation. You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.

e. Free Trials, Free Accounts, and Pilots. AssetMule may offer you a free account with limited functionality or trial or pilot to allow you to try the Service. AssetMule reserves the right to set eligibility requirements and the duration for free accounts, trials, and pilots.

At the end of your free trial, AssetMule will charge the relevant fees for the next billing cycle to your nominated Payment Method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not pay the applicable fees at the end of the pilot period.

If you are using a free account with paid add-on services, pricing and billing cycles for such add-ons can be found at https://assetmule.ai/pricing. Billing for such add-ons shall be consistent with our billing practices for paid subscription accounts.

f. Changes to Pricing. AssetMule reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later. All applicable pricing options will be available at https://assetmule.ai/pricing.

5. AssetMule’s Intellectual Property

Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of AssetMule and its licensors. You assign to AssetMule any suggestions, ideas, enhancement requests, or other feedback you provide to AssetMule relating to the Service or AssetMule’s products.

AssetMule owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.

6. Warranty Disclaimer.

The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, AssetMule, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. AssetMule does not warrant that your use of the Service will be uninterrupted or error-free. AssetMule does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that AssetMule does not own, operate, or control, and that AssetMule is not responsible for any of your data lost, altered, intercepted or stored across such networks. AssetMule will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside AssetMule’s reasonable control.

7. Third Party Services.

You may elect to use the Service in conjunction with third-party websites, platforms or apps (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. AssetMule makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.

9. Limitation of Liability

In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the fees paid by you to AssetMule during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

AssetMule is not responsible for, and assumes no liability for, the contents of User Content.

These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.

10. Term and Termination

a. Term. These Terms shall take effect the first time you access the Service and shall continue in full force and effect until: i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using AssetMule’s free offering, when your account is deleted or terminated.

b. Violations. If AssetMule, in its sole discretion, determines that you or your use of the Service, your User Content, your Designs, or your Snippets violate these Terms, the Section entitled “Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) AssetMule may take one or more of the following actions in its sole discretion: (i) delete the prohibited User Content, Designs, or Snippets; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs, Snippets, and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content, Designs, or Snippets to appropriate government authorities.

c. Effect of Termination. In the event of termination of your account and/or subscription for cause due to default by AssetMule, AssetMule shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription arising from a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.

Upon any expiration or termination of your Subscription, you must immediately cease using the Service. You will lose access to your Designs, Snippets, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of your Subscription. User Content included in any shared Design or Snippet shall be deleted (unless legally prohibited) after the expiration of your Subscription, and any content you have supplied to the Service that is Licensed Content shall continue to remain Licensed Content subject to these Terms. If your account has been terminated due to a Violation, you may not create a new account on any AssetMule Service unless you receive AssetMule’s express written permission.

d. Survival of Terms. Sections titled “Term and Termination,” “Billing,” “AssetMule’s Intellectual Property,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.

11. Miscellaneous

a. Compliance with Applicable Law. You agree to abide by all applicable local, state, and federal laws and regulations, in connection with your use of the Service. AssetMule agrees to abide by all applicable local, state, and federal laws and regulations, in connection with its provision of the Service.

b. Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Marin County, California and the parties consent to exclusive jurisdiction of such courts.

c. Dispute Resolution. If you have a dispute arising out of these Terms, contact AssetMule at support@assetmule.ai and we’ll attempt to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and AssetMule each agree to resolve any claim, dispute, or controversy (excluding any AssetMule claims for injunctive or other equitable relief) arising out of or in connection with these Terms (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Marin County, California, unless you and AssetMule agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and AssetMule are each waiving the right to a trial by jury or to participate in a class action.

d. Assignment. You may not assign these Terms or any of your rights under these Terms without AssetMule’s consent except to any successor by way of a merger, acquisition, or change of control. AssetMule may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

e. Headings and Explanations. Headings used in these Terms are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.

f. Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

g. Waiver. AssetMule’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect AssetMule’s ability to enforce any provision thereafter.

h. Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

i. DMCA. We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If a counter-notice is received by AssetMule, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored in 10 business days or more after receipt of the counter-notice, at our sole discretion.

j. Changes to these Terms. We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on https://assetmule.ai/terms. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.

k. Changes to the Service. AssetMule may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and AssetMule discontinues the Service you are using during your subscription, AssetMule will migrate or make available to you a substantially similar service provided by AssetMule (if available) and if it’s unable to do so, AssetMule will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.

l. Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and AssetMule with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and AssetMule, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order.

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