Creator Agreement

Welcome to Easemble!

This Creator Agreement (“Agreement”) describes the terms and conditions upon which MTEK Solutions LLC dba Easemble (“Easemble,”“we,” “us,” or “our”) provides the person or entity accepting this Agreement ("Creator," "you ,"or "your") with access and use of the Creator Portal (as defined below) through the www.easemble.com website and mobile application (collectively, the “Site”) so you can create 3D and 2D interactive installation guides based on your raw files (“Guides”)to individuals or entities registered on the Site ("Users").

THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUALARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, ANDOTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, ANDOBLIGATIONS.

You may only access the services and features available to you creators on the Site through the creator portal("Creator Portal") if you create an account with us ("Creator Account") and agree to abide by the terms and conditions of this Agreement for each use of the Creator Portal.

This Agreement controls your legal relationship with us and the rights you grant us when using the Creator Portal.

Please read this Agreement carefully before accessing and using the Creator Portal.

1.            Acceptance  

Your access to and use of the Creator Portal is conditional on your acceptance of this Agreement. By clicking to accept, you agree on your own behalf and on behalf of any organization, entity, or person on whose behalf you may act to accept and abide by this Agreement for each and every use of the Creator Portal. Please do not access or use the Creator Portal if you do not agree with this Agreement.

By agreeing to this Agreement, you also agree to the terms of our Terms of Use and our Privacy Policy, which are incorporated by reference.

2.            Updates to this Agreement

We reserve the right to modify this Agreement anytime by posting an updated version on the Creator Portal. At our sole discretion, we may also email active Creators with notification of changes. You are responsible for regularly reviewing this Agreement, and your continued use of the Creator Portal after the effective date of a change constitutes your acceptance of the updated Agreement. If any modification is unacceptable, you shall cease using the Creator Portal. If you have any questions about this Agreement, contact us at support@easemble.com.  

3.            Creator Portal

3.1          Overview.  The Creator Portal allows you to create Guides by uploading raw files, such as pictures and schematics, to your Creator Portal, which will be converted into Guides and made available on our Site for use by our Users.

3.2          Limitations.  The use of the Creator Portal is subject to the fulfillment by you of all requirements stipulated in this Agreement and the Terms of Use. The rights granted herein are limited to Easemble's and its licensor's intellectual property rights in the Creator Portal. Software products not proprietary to Easemble, including, without limitation, Third-Party Services, are licensed separately from their respective proprietary owner(s).

3.3          Changes.  We reserve the right, in our sole discretion, to make any changes to the Creator Portal that we deem necessary or useful to maintain and enhance the quality of the Creator Portal and to comply with the law.

3.4          Disclaimers.  We do not make any warranty, guarantee, or representation that the Creator Portal will be available at all times or that it will be error or interruption-free. The Creator Portal is provided "as is." You acknowledge and agree that you will not rely on any existing features being available in the future nor any proposed updates or additional features becoming available.

4.            Use of the Creator Portal

4.1          Access.  Subject to the terms and conditions of this Agreement and the payment of all Subscription Fees (as defined herein) under the applicable Subscription Plan (as defined herein), we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable right to access and use of the Creator Portal through our website during the Subscription Period (as defined herein). If you are accessing the Creator Portal through our mobile application available to you, we grant you anon-exclusive, non-assignable, non-transferable license to download a single copy of our mobile application to access and use the Creator Portal and the services provided, subject to the terms and conditions of this Agreement.

4.2          Creator Account.  Your Creator Account gives you access to the Creator Portal and functionality that we may establish and maintain from time to time at our sole discretion. In creating your Creator Account, you will be asked to provide information to be displayed on your profile ("Creator Profile"), including, without limitation, your business name and contact information. You acknowledge and agree that certain information in your Creator Profile will be treated as non-confidential and will be visible to Site Users. You are fully responsible for the content you upload or post on your Creator Profile, and you are advised not to post or otherwise incorporate content that you do not wish to be made public via the Site.

5.            Easemble Responsibilities

5.1          Basic Support and Maintenance.  We will, at our sole discretion, deliver enhancements, bug and error fixes, updates, and upgrades to the Creator Portal that are made generally and commercially available without levying an incremental fee. The Creator Portal is maintained and receives periodic updates and upgrades through releases. We will use reasonable efforts to schedule releases such that any impact on the availability and performance of the Creator Portal is kept to a minimum, but we make no guarantee that the Creator Portal will be available to you at all times. You acknowledge that any updates or upgrades to the Creator Portal are entirely at our discretion, and we do not represent or in any way guarantee that additional updates or upgrades will be made to the Creator Portal.

5.2          Support Requests.  You may make support requests by email tosupport@easemble.com or through your Creator Portal. We will try to respond to support requests within twenty-four (24) hours but make no guarantee that we will respond within any particular timeframe or that we will answer all support requests satisfactorily.

6.            Your Responsibility

6.1          Responsibilities.  You shall be solely responsible for (i) the accuracy, completeness, quality, integrity, and legality of all content and information and the means by which you acquire the content and information that you enter in the Creator Portal, including but not limited to your Creator Profile and the raw files that you use to create the Guides through the Creator Portal; (ii) all activities in your Creator Account; and (iii) maintaining the confidentiality of your username and password ("Credentials"). You agree to: (a) ensure that you exit from your Creator Account at the end of each session; (b) immediately notify us of any unauthorized use of your Credentials or Creator Account or any security breach; (c) use reasonable efforts to stop any unauthorized use of your Creator Account that is known or suspected by you; and (d) not provide a false identity or business information to gain access to the Creator Portal. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

6.2          Warranties.  You are responsible for your compliance with this Agreement and your own acts and omissions while using the Creator Portal. By creating your Creator Account, you represent and warrant that: (i) your Account Information (defined below) is accurate, complete, and updated; (ii)you have and will continue to comply with all applicable federal, state, and local laws, regulations, and ordinances, including, without limitation, that the raw files that you use to create the Guides through the Creator Portal do not infringe upon the property rights, intellectual property rights (copyrights and trademarks), or other rights of others; and (iii) you agree to be bound by this Agreement. “Account Information” means the information you provide to us when creating your Creator Account, including your Personal Information: username, email address, password, name and last name, profession, interests, telephone number, location, date of birth; and your Company Information: business name, business industry, business size, mailing address, customer support email, customer support phone number, business website, and business online store link. You may edit your Account Personal Information and how you interact with the Creator Portal by logging into your account and changing the settings on the “User Profile” section and Account Company Information in the “Creator Profile” Section.

7.            Prohibited Conduct.  In using the Creator Portal, you must comply at all times with all applicable laws, including, without limitation, all intellectual property, non-discrimination, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity.  Without limitation, you agree to not:

7.1          Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit for commercial purposes any portion of the Creator Portal without our express written consent;

7.2          Share nonpublic features of the Creator Portal or any content contained on the Creator Portal with any third party;

7.3          Use the Creator Portal in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;

7.4          Use the Creator Portal in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person or that violates any applicable law;

7.5          Modify or create derivative works based on the Creator Portal;

7.6          Impersonate any person or entity orfalsely state or otherwise misrepresent your affiliation with a person orentity;

7.7          Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on the Creator Portal or contained in the software used to provide the Creator Portal;

7.8          Use or access the Creator Portal to provide service bureau, time-sharing, or other computer hosting services to third parties;

7.9          Upload, download, post, email, or other wise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment;

7.10        Disrupt or interfere with the security of, or otherwise abuse, the Creator Portal, system resources, accounts, servers, or networks connected to or accessible through the Creator Portal or affiliated or linked to the Creator Portal;

7.11        Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Creator Portal;

7.12        Access, tamper with, or use non-public areas of the Creator Portal. Unauthorized individuals attempting to access these areas of the Creator Portal may be subject to prosecution;

7.13        Disrupt or interfere with any other user’s use of the Creator Portal;

7.14        Use any robot, spider, scraper, or other automated means to access the Creator Portal for any purpose without our express written permission;

7.15        Access the Creator Portal to build, or help others to build, a similar or competitive product; or

7.16        Frame or link to the Creator Portal except as permitted in writing by us.

8.            Creator Content  

8.1          Content.  The Creator Portal allows you to upload raw files to your Creator Portal and to post content, information, and comments on your Creator Account and the Guides created by you through the Creator Portal(collectively, "Creator Content").When you create a Guide, you will be asked to provide information related to the Guide, such as the title, product name, reference number and description, tags, categories, and so forth ("Descriptions").You must provide accurate and non-misleading Descriptions. We reserve the right to add, remove, or modify Descriptions at our discretion if we believe they are misleading, in violation of this Agreement, or otherwise objectionable.

8.2          Ownership of Creator Content. You shall retain all rights, title, and interest in and to the Creator Content, any and all of your copyrights, trademarks, and other intellectual property rights, including the goodwill pertaining thereto ("Creator IP"). We shall not remove or alter any proprietary or copyright notices, trademarks, or logos on the Creator IP without your express written permission, and we shall not take or cause any action which would be inconsistent with your rights in the Creator IP.

8.3          Prohibited Content.  You may not upload, download, post, email, or otherwise transmit on or through the Creator Portal any Creator Content that, without limitation:

8.3.1         May infringe any intellectual or proprietary rights of any third party;

8.3.2        May be considered false or misleading information;

8.3.3        Violates another person’s rights of celebrity or privacy, which includes, without limitation, uploading a picture of another person without such person’s consent;

8.3.4        Is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously or otherwise objectionable;

8.3.5        May be considered unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;

8.3.6        Would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, or national law; or

8.3.7        Would likely incite, promote, or support discrimination, hostility, or violence.

8.4          Monitoring.  Without limiting the foregoing, we or our designees shall have the right (but not the obligation), at our sole discretion, to review the Creator Content and to reject or remove any Creator Content for adherence to the terms and conditions outlined in this Agreement and our Terms of Use. Without limiting the foregoing, we shall have the right to suspend or terminate your Creator Account or remove any Creator Content if it violates this Agreement or is otherwise objectionable to us, and we may do so without any obligation to you, monetarily or otherwise.

9.            Fees and Payment

9.1          Subscription Fees.  Your access to and use of the Creator Portal is subject to the payment of all fees specified at the time of purchase ("Subscription Fees") under the applicable Subscription Plan (as defined herein) and for the Subscription Period (as defined herein) selected by you. Except as expressly provided otherwise, all Subscription Fees will be considered non-cancellable and non-refundable when paid, and no refunds will be permitted if you terminate your Subscription Plan before the end of the applicable Subscription Period.

9.2          Subscription Plan.  Your access and use of the Creator Portal are made available by us under three (3) subscription plans: (i) starter; (ii)standard; and (iii) advanced (collectively, "Subscription Plan"). The terms and conditions applicable to each Subscription Plan are specified on the Site at the time of purchase. You may upgrade your Subscription Plan at any time by paying the prorated amount for the remainder of the Subscription Period. Any downgrades of the Subscription Plan during the Subscription Period will not entitle you to are fund.

9.3          Free Trial.  We may provide you with a free trial access to the Creator Portal under each available Subscription Plan, free of charge, to evaluate its features and functionalities ("Free Trial"). You may be required to enter your billing information to sign up for a Free Trial. UNLESS YOU CANCEL YOUR SUBSCRIPTIONPLAN BEFORE THE END OF THE FREE TRIAL, YOU WILL BE AUTOMATICALLY CHARGED FORALL THE APPLICABLE SUBSCRIPTION FEES UNDER THE SUBSCRIPTION PLAN PURCHASED BYYOU FOR THE REMAINDER OF THE SUBSCRIPTION PERIOD. You may cancel the Subscription Plan during the Free Trial on the Creator Portal under "Subscription Plan."

9.4          Payment.  All Subscription Fees are billed to you in advance on a recurring and periodic basis during the Subscription Period selected by you. Unless specified otherwise, all Subscription Fees are due immediately upon signup for a Subscription Plan. YOU ACKNOWLEDGE AND AGREE THATBY PURCHASING A SUBSCRIPTION PLAN, YOU AUTHORIZE US TO CHARGE YOU AUTOMATICALLYON A RECURRING AND PERIODIC BASIS FOR THE SUBSCRIPTION PERIOD SELECTED BY YOUAND UPON ANY RENEWAL PERIOD. All payments you make to us are processed through our payment processor, such as Stripe ("Payment Processor"), and we do not store any of your financial information, such as credit card or bank account information.

9.5          Fee Changes.  We reserve the right to revise the Subscription Fees at any time prior to your purchase of any Subscription Plan and at any time thereafter before the renewal of the Subscription Period. Any Subscription Fee changes will become effective at the end of the then-current Subscription Period. We will provide you with no less than fifteen (15) days’ written notice before any change to the then-current Subscription Fees to give you an opportunity to terminate the Subscription Plan before such change becomes effective. Your continued use of the Creator Portal after the fee change comes into effect constitutes your agreement to pay the updated Subscription Fees.

9.6          Taxes.  Unless otherwise stated, Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction in connection with the Subscription Fees (collectively, "Taxes"). You are responsible for paying all Taxes associated with the Subscription Fees, and we are responsible for paying all Taxes related to our revenues hereunder.

10.          Term.  Your right to access the Creator Portal commences when you pay the Subscription Fees for the applicable Subscription Plan. Subscription Plans are made available to you on a monthly or annual basis as further described to you at the time of purchase ("Subscription Period"). YOU ACKNOWLEDGE AND AGREE THAT THEINITIAL SUBSCRIPTION PERIOD WILL AUTOMATICALLY RENEW FOR SUCCESSIVE EQUAL TERMSTHEREAFTER UNLESS EARLIER TERMINATED AS PROVIDED HEREIN. NO REFUNDS WILL BEPERMITTED, AND NO RIGHT TO TERMINATE BEFORE THE EXPIRATION OF THE SUBSCRIPTIONPERIOD WILL EXIST AFTER THE RENEWAL DATE.

11.          Suspension; Termination

11.1        Termination by You.  You may terminate your Subscription Plan any time by going to "Subscription Plan," then "Cancel My Subscription," or by emailing us at support@easemble.com. Termination will become effective upon the renewal date for the Subscription Plan.

11.2        Failure to Pay Fees.  If Subscription Fees are not received from you as required under this Agreement and as specified in an applicable invoice, then, in addition to the other rights and remedies available and at our discretion, we may: (i) suspend access to the Creator Portal, and may only reactivate your access after receipt of the payment for all outstanding Subscription Fees; and (ii) levy a late fee at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is higher, from the date such payment was due until the date paid. Failure to pay Subscription Fees gives us the right to terminate the Subscription Plan and to delete all Creator Content and related information associated with your Creator Account. You shall reimburse us for all reasonable costs incurred by us in collecting any late payment or interest, including attorneys’ fees, court costs, and collection agency fees. WE WILL NOT BE LIABLEFOR ANY LOSSES WHATSOEVER INCURRED BY YOU RELATED TO YOUR FAILURE TO PAYUNDISPUTED FEES IN ACCORDANCE WITH THIS SECTION.

11.3        Termination or Suspension by Us.  We, without prior notice, may suspend or terminate your Subscription Plan at any time in our discretion if your use of the Creator Portal violates this Agreement or applicable law or if we otherwise believe that your use of the Creator Portal could cause damage to the Creator Portal, the rights of other users, or for any other reason even if not expressly outlined in this Agreement. Our right to suspend and/or terminate your Subscription Plan does not limit our right to seek any other remedy available through this Agreement or at law.

11.4        Effect of Suspension or Termination.  Upon the effective date of suspension or termination of your Subscription Plan for any reason, all of your rights to access and/or use the Creator Portal will cease. Termination of your Subscription Plan may result in the deletion of your Account Information, Personal Information, and the Guides associated with your Creator Account. You are responsible for exporting any and all raw files uploaded to the Creator Portal before the termination of your Subscription Plan.

11.5        Preservation of Creator Content.  We reserve the right, but not the obligation, to maintain Creator Account, including Creator Content, even after your Subscription Plan is terminated. You acknowledge and agree that we may preserve your Creator Account and may also disclose your information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii)enforce this Agreement; (iii) respond to claims that your Creator Content violates the rights of any third party; or (iv) protect our rights, property, or personal safety of other users or the public.

12.          Confidential Information. “Confidential Information” refers to the following items that either party discloses to the other: (i) any document marked “Proprietary” or "Confidential;" (ii) any other nonpublic materials and information provided or made available by us to you, including the Creator Portal or other Easemble products or services, information regarding technology, know-how, processes, software programs, research, development, financial information, and information we provide regarding third parties; (iii) any other sensitive or proprietary information you should reasonably consider a trade secret or other wise confidential; and (iv) any nonpublic materials and information uploaded by you in the Creator Portal, including Creator Content. Confidential Information does not include information that: (a) is or becomes generally known or available to the public, (b) is already known at the time of receiving the Confidential Information through no wrongful act of the receiving party,(c) is furnished by a third party with the right to do so, or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing Party. Each party agrees not to use or disclose any Confidential Information of the other party except for the purpose of meeting its obligations under this Agreement and will not use Confidential Information for any other purpose whatsoever. If either party is required to disclose Confidential Information relating to the other party to a court or government agency, it shall, before disclosure and as soon as practicable, notify the other party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. The obligation of confidentiality shall not apply to any disclosure of proprietary information of Creator by Easemble if required as part of the sale of its business, whether in whole or in part, to a third party, provided that Easemble enters into a confidentiality agreement with the third party on terms no less stringent than those outlined in this Agreement. Easemble and Creator shall advise all their affiliates, employees, agents, or contractors that they are bound by the confidentiality terms of this Agreement.

13.          Proprietary Rights

13.1        Reservation ofRights.  We shall have and retain sole ownership of any and all Easemble copyrights, trademarks, and other intellectual property rights, including the goodwill pertaining thereto ("Easemble IP"). You shall not remove or alter proprietary or copyright notices, trademarks, or logos on the Easemble IP without our express written permission. Subject to the rights granted hereunder and any rights granted through other agreements between you and us, we reserve all rights, title, and interest in and to the Creator Portal. No rights are granted to you other than as expressly set forth herein. You acknowledge and agree that this Agreement does not grant you any title or right of ownership in or to the Creator Portal or any component thereof, or to any associated materials or intellectual property rights, or any enhancements, modifications, feedback, or improvements thereto. You shall not, at any time, take or cause any action which would be inconsistent with or impair our rights or our licensors in the Creator Portal.

13.2        Guide Ownership.  We shall have and retain sole ownership of any and all Guides created by you through the Creator Portal. You shall have and retain sole ownership of all Creator IP uploaded to the Creator Portal and used to create a Guide. You acknowledge and agree that this Agreement does not grant you any title or right of ownership in or to any Guide. By creating a Guide, you assign us all rights, title, and interest in and to the Guide, excluding Creator IP.  If, for some reason, you are unable to assign us all rights, title, and interest in and to the Guides, you hereby grant us a non-exclusive, transferrable, sublicensable, worldwide, perpetual, and irrevocable license use, reproduce, adapt, publicly perform, publicly display, and distribute the Guides as reasonably necessary to provide our Site.

13.3        Licenses in Creator Content; Related Data.  You grant us a non-exclusive, royalty-free, assignable, transferable, and sublicensable right and license to use, reproduce, adapt, publicly perform, publicly display, and distribute Creator Content as reasonably necessary: (i) during the Subscription Period only, to use Creator Content in connection with the Creator Portal and the Site as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement, and (ii) during the Subscription Period and in perpetuity thereafter, to use and disclose Related Data on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. The license above will survive the termination or expiration of this Agreement for any reason. Related Data will be our property, and neither we nor our Affiliates or sublicensees shall have any duty to compensate or account to you or any affiliates in connection with exercising the foregoing rights.

13.4        Promotional Rights.  You agree that we may reference you in our client listings and place your name and logo on our website and marketing materials relating to our services, as well as in any press releases or customer "case studies" and the like. You hereby grant us a limited license to use your trademarks (name and logo only) designated by you for such limited uses, subject to your trademark/logo usage guidelines, if any, provided by you to us. Notwithstanding the foregoing, you may reasonably request the removal of any such usage of your trademark/logo with written notice to us.

14.          Privacy; Data Protection

14.1        Responsibilities for Your Information.  We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of the information uploaded to your Creator Account. You recognize and agree that storing business information or any other information online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Creator Portal, you assume such risks. We offer no representation, warranty, or guarantee that the information in your Creator Account will not be exposed or disclosed through error or the actions, including negligence, of third parties or us. We shall not, in anyway, be responsible for any intentional or unintentional misuse of your Credentials or your Creator Portal by you (including your employees, subsidiaries, affiliates, and/or parent companies) and/or by your authorized users or third-party service providers to whom you have granted access to your Creator Account via your Creator Portal.

14.2        Privacy Policy.  Our Privacy Policy identifies the categories of Personal Information and other data we collect and how we may use and disclose it. By accepting this Agreement, you expressly consent to our collection and use of Personal Information as described in our Privacy Policy. We encourage you to read the Privacy Policy before submitting Personal Information to the Creator Portal. Without limiting the terms and conditions of the Privacy Policy, you acknowledge and agree that we may disclose Personal Information, including your name, email address, and account activity, when we believe, in its sole discretion, that such disclosure is necessary or appropriate to: (i)comply with legal processes; (ii) enforce this Agreement; (iii) respond to claims that Creator Content violates the rights of third-parties; (iv)investigate the use of or respond to alleged violations or infringement of third-party content; or (v) protect our rights, property, or personal safety or that of other users or the public. To the extent that you receive access to the Personal Information of any other User of our Site or through the Creator Portal, you agree not to use or disclose such Personal Information except: (a)in compliance with all applicable privacy laws; (b) for the purpose for whichsuch Personal Information was provided to you; and (c) in accordance with our Privacy Policy.

14.3        Data Transfers.  We are located in the United States, and Creator Content may be transferred to the United States. By transmitting Creator Content to the Creator Portal, you consent to our collection, storage, and processing of Creator Content in the United States.

15.          Third-Party Content

The Creator Portal may contain content or links to third-party applications, services, websites, and other content not owned or controlled by us (“Third-Party Content”).We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content from the Creator Portal, you do so at your own risk and understand that this Agreement and our Privacy Policy do not apply to your use of Third-Party Content. You expressly relieve us from any and all liability arising from your use of Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages relating to your use of Third-Party Content.

16.          Third-Party Services

The Creator Portal may provide access to or integrate with third-party applications, services, websites, and other services that are not owned or controlled by us (“Third-Party Services”). Third-Party Services include, without limitation, our Payment Processor. All Third-Party Services are provided “As-Is,” and we do not warrant any Third-Party Services, regardless of whether they are required to use the Creator Portal. You expressly relieve us from any and all liability arising from your use of Third-Party Services, and any use by you of Third-Party Services is solely between you and the applicable Third-Party Services provider. We do not endorse or assume any responsibility for Third-Party Services. If you access Third-Party Services from the Creator Portal, you do so at your own risk and understand that this Agreement does not apply to your use of Third-Party Services. We shall not be responsible for any disclosure, modification, or deletion of your Account Information, Personal Information, or Creator Content resulting from access by Third-Party Services. Additionally, we are not responsible for downtime or unavailability of Third-Party Services outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of data, business interruption, or loss of profits arising from the use or the inability to use Third-Party Services.

17.          Disclaimer of Warranties  

WE PROVIDE THE CREATORPORTAL ON AN "AS-IS'' AND "AS-AVAILABLE" BASIS. YOUR USE OF THECREATOR PORTAL IS AT YOUR SOLE RISK, AND WE MAKE NO REPRESENTATIONS ORWARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT: (I) THE CREATOR PORTAL WILL MEETYOUR REQUIREMENTS; (II) THE OPERATION OF THE CREATOR PORTAL WILL BEUNINTERRUPTED, TIMELY, OR ERROR-FREE; OR (III) DEFECTS, IF ANY, WILL BECORRECTED. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALLWARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITEDTO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT, AND ACCURACY.

18.          Limitation ofLiability  

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDERNO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, OUR OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS,EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED INCREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE CREATOR PORTAL BE LIABLE FOR ANY DIRECT,INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDINGBUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USER DATA OR OTHERINTANGIBLE LOSSES (EVEN IF WEHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF ORRELATING TO THE CREATOR PORTAL OR THIS AGREEMENT. THIS LIMITATION APPLIES TO,WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE CREATOR PORTAL; (II) ANY ACTIONS WE TAKE ORFAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; (III)STATEMENTS OR CONDUCT OF ANY OTHER USER OR THIRD-PARTY, WHETHER ONLINE OROFFLINE; OR (IV) ANY OTHER MATTER RELATING TO THE CREATOR PORTAL. YOU AGREE THAT WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGESSUFFERED BY YOU, YOUR COMPUTER, OR LOSS OF DATA THAT RESULTS FROM YOUR ACCESSTO AND USE OF THE CREATOR PORTAL.

TO THE EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED $100 OR THE TOTALAMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHPERIOD IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT ACT OR OMISSION GIVINGRISE TO OUR LIABILITY. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHTBY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION AREDISCOVERED, OTHERWISE YOU RELEASE US OF ANY SUCH CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSIONOF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAYNOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLESTEXTENT PERMITTED BY LAW.

19.          Indemnification  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREETO RELEASE, INDEMNIFY, AND HOLD HARMLESS EASEMBLE AND OUR OFFICERS, DIRECTORS,SHAREHOLDERS, EMPLOYEES, AGENTS, AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES'') FROM ANYTHIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISINGOUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USEOF THE CREATOR PORTALTHAT, WITHOUT LIMITATION, INCLUDES: (I) THE RAW FILES THAT YOU USE TO CREATETHE GUIDES; (II) YOUR ACCESS TO OR USE OF THE CREATOR PORTAL FOR ILLEGAL, FRAUDULENT, OFFENSIVE,OR TORTIOUS PURPOSES; (III) YOUR INTERACTION WITH OTHER USERS; (IV) YOURVIOLATION OF THIS AGREEMENT; OR (V) YOUR VIOLATION OF ANY RIGHTS OF ANYTHIRD-PARTY. IN ANY EVENT, WEWILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT ORPROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLDHARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLEATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCHWARRANT, OR COURT ORDER REQUIRING THE PRODUCTION OF INFORMATION OR DOCUMENTSRELATED TO SUBSECTION (I) THROUGH (V) ABOVE.

20.          Release

In the event of a dispute between you and another User, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

21.          General Provisions

21.1        Entire Agreement.  This Agreement and any other terms and agreements incorporated herein by reference constitute the entire agreement between you and us concerning your access and use of the Creator Portal.

21.2        Severability.  In the event that any provision of this Agreement is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

21.3        No Waiver.  Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.

21.4        Headings; Summaries.  The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or affect such section.

21.5        Arbitration.  For any dispute, you agree to first contact us at support@easemble.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules. Each party will be responsible for paying AAA filing, administrative, and arbitrator fees per 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. This arbitration provision is governed by the Federal Arbitration Act.

21.6        ​​No Class Action; No Jury Trial. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOCLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OFLIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHERPROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAYNOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTOTHIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TOPARTICIPATE IN A CLASS ACTION.

21.7        Governing Law.  The laws of the United States shall governthis Agreement without regard to the principles of conflict of laws. Anydispute between the parties excluded from the arbitration provision or thatcannot be heard in small claims court shall be resolved in the United StatesDistrict Court.

21.8        Notices.  All notices, requests, demands, directions, and other communications given to either party under the provisions of this Agreement shall be in writing (including electronic and facsimile communication), shall be deemed given when received, and shall be delivered or sent to the email address associated with your Creator Account or to us as follows: support@easemble.com.                                                                      

21.9        Force Majeure.  Neither party shall be liable for any failure or delay in its performance under this Agreement, or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”).

Contact

For questions regarding this Agreement, contact us at support@easemble.com.