1.DEFINITIONS

The following capitalized terms have the meanings set forth below:

1. "Account" means the user account created to access and use the Services.

2. "Assetas," "we," "us," or "our" means Assetas Inc., a Colorado corporation, and its subsidiaries and affiliates.

3. "Content" means all data, information, text, software, graphics, photographs, and other materials uploaded, posted, transmitted, or otherwise made available through the Services.

4. "Customer Data" means all electronic data, text, messages, or other materials submitted to the Services by you or on your behalf through your use of the Services.

5. "Documentation" means the user manuals, technical documentation, and help files relating to the Services provided or made available by Assetas.

6. "Personal Information" means information that identifies, relates to, describes, or is reasonably capable of being associated with or linked to an identified or identifiable individual.

7. "Services" means the software-as-a-service platform, applications, tools, features, and functionality provided by Assetas through our websites, mobile applications, and associated services, including any updates, upgrades, or modifications thereto.

8. "Service Data" means aggregated, de-identified usage data, metadata, and analytical information derived from your use of the Services.

9. "Service Period" means the subscription period for which you have paid or agreed to pay for the Services (monthly, annually, or otherwise as specified in your subscription plan).

10. "Subscription Plan" means the specific service tier (Free, Professional, Team, Enterprise, or other designated tier) to which you have subscribed.

11. "You" or "your" means the individual or legal entity that has registered for, accessed, or uses the Services. If you are using the Services on behalf of an organization, "you" refers to that organization.

 

2.ACCEPTANCE OF TERMS AND MODIFICATIONS

1. Binding Agreement. These Terms of Service ("Terms") constitute a legally binding contract between you and Assetas. By creating an Account, accessing the Services, or clicking "I Agree" or similar acceptance mechanisms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://www.assetas.com/privacy), which is expressly incorporated herein by reference.

2. Authority to Bind. You represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; (b) you possess the legal capacity to enter into these Terms; and (c) if you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms, in which case "you" and "your" shall refer to that entity.

3. Modifications to Terms. We reserve the right to modify these Terms at any time. Material changes will be communicated through one or more of the following methods: (a) email notification to the address associated with your Account; (b) prominent notice on the Services; or (c) in-application notification. The "Last Updated" date at the top of these Terms will reflect the effective date of such changes.

4. Acceptance of Modifications. For material changes, you will be required to affirmatively accept the modified Terms through a clickwrap mechanism or similar acceptance process. Continued use of the Services after being presented with modified Terms constitutes acceptance. If you do not agree to the modified Terms, you must discontinue use of the Services and may cancel your Account in accordance with Section 8.

5. Version Control. The current version of these Terms is available at https://www.assetas.com/terms. We maintain an archive of previous versions, which you may request by contacting support@assetas.com.

 

3.ELIGIBILITY AND ACCOUNT REGISTRATION

1. Age Requirements. You must be at least 18 years of age to create an Account. The Services are not directed to children under 18, and we do not knowingly collect Personal Information from individuals under 18. If we learn that we have collected Personal Information from a person under 18, we will delete that information promptly.

2. Account Information. To create an Account, you must provide accurate, current, and complete information, including:

   1. Your full legal name (and the legal name of your organization if applicable);

   2. A valid email address;

   3. Valid payment information (for paid Subscription Plans); and

   4. Any other information required during the registration process.

 

You agree to maintain and promptly update this information to keep it accurate, current, and complete. Failure to do so may result in suspension or termination of your Account.

1. Human Registration. Accounts must be registered by authorized individuals. Automated account creation, unauthorized bot activity, or use of fraudulent registration information is strictly prohibited. Authorized API usage and approved integrations conducted pursuant to separate API Terms of Service are permitted.

2. Account Ownership and Disputes. In the event of a dispute between two or more parties regarding Account ownership, Assetas shall have sole discretion to determine the rightful owner based on available information. Assetas's determination shall be final and binding on all parties. You agree to cooperate fully with any investigation or inquiry related to Account ownership.

3. Multiple Users. You may create multiple user credentials for a single Account in accordance with your Subscription Plan. Each user credential must be used by one individual only. Sharing of login credentials among multiple individuals is prohibited and may result in Account suspension or termination.

 

4.SERVICE DESCRIPTION AND MODIFICATIONS

1. Service Overview. The Services provide cloud-based software tools and resources as described in the Documentation. Specific features and functionality may vary based on your Subscription Plan.

2. Service Modifications. The Services are continuously evolving. We reserve the right to modify, update, enhance, or discontinue any aspect of the Services at any time, including:

   1. Adding, removing, or modifying features or functionality;

   2. Changing the user interface, design, or architecture;

   3. Imposing or modifying usage limits, quotas, or restrictions; and

   4. Introducing new service tiers or pricing structures.

 

Material changes that substantially diminish the core functionality of your Subscription Plan will be communicated with reasonable advance notice.

1. Beta Features. We may offer access to beta, pilot, or pre-release features ("Beta Features"). Beta Features are provided "AS IS" without warranty of any kind and may contain errors, bugs, or incomplete functionality. We may modify, discontinue, or remove Beta Features at any time without notice. Your use of Beta Features is governed by these Terms unless separate beta terms are provided.

2. Service Availability. While we strive to provide continuous availability, we do not guarantee uninterrupted or error-free operation of the Services. Scheduled maintenance, emergency maintenance, and service disruptions may occur. We will provide advance notice of scheduled maintenance when commercially reasonable.

 

5.USER ACCOUNTS AND SECURITY

1. Account Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including passwords, API keys, and authentication tokens. You agree to:

   1. Use strong, unique passwords;

   2. Enable multi-factor authentication when available;

   3. Immediately notify us of any unauthorized access or security breach; and

   4. Restrict access to your devices and log out when sessions are complete.

2. Account Activity. You are solely responsible for all activity conducted through your Account, whether or not authorized by you. Assetas will not be liable for any loss or damage arising from unauthorized use of your Account. You agree to indemnify Assetas for any claims arising from Account misuse.

3. Account Monitoring. We reserve the right to monitor Account activity to detect suspicious behavior, prevent fraud, ensure compliance with these Terms, and protect the security and integrity of the Services. Such monitoring may include analysis of usage patterns, authentication attempts, and API activity.

4. Single Sign-On and Third-Party Authentication. If you authenticate using third-party single sign-on (SSO) services (e.g., Google, Microsoft), you authorize Assetas to access certain profile information from the authentication provider as necessary to create and maintain your Account. Your use of third-party authentication services is subject to the terms and privacy policies of those providers.

 

6.SUBSCRIPTION PLANS, BILLING, AND PAYMENT

1. Subscription Plans. The Services are offered through various Subscription Plans, each with different features, usage limits, and pricing. Current plan details are available at https://www.assetas.com/pricing. You may upgrade or downgrade your Subscription Plan at any time through your Account settings, subject to the terms of this Section.

2. Billing Cycle and Fees. Subscription fees are billed in advance on a recurring basis according to your selected billing frequency (monthly, annually, or as otherwise specified). You will be charged the applicable subscription fee at the beginning of each Service Period. All fees are stated in U.S. Dollars unless otherwise indicated.

3. Payment Authorization. By providing payment information, you authorize Assetas (or our third-party payment processor) to charge your designated payment method for:

   1. Recurring subscription fees for each Service Period;

   2. Overage charges for usage beyond plan limits;

   3. Fees for additional services or add-ons; and

   4. Applicable taxes and governmental fees.

4. Payment Information. You must provide and maintain current, complete, and accurate payment information. You agree to promptly update your payment information in the event of credit card expiration, cancellation, or changes to billing address. Failure to maintain valid payment information may result in service interruption or Account suspension.

5. Failed Payments. If a payment fails, we will attempt to process the payment up to three additional times over a 15-day period. We will notify you via email of failed payment attempts. If payment is not successfully processed within this period, we may suspend or downgrade your Account to a free tier (if available) or terminate your access to the Services.

6. Refund Policy. Subscription fees are generally non-refundable except as follows:

   1. EU and UK Consumers: You have a 14-day right of withdrawal from the date of subscription purchase, provided you have not begun using the Services. To exercise this right, you must notify us at support@assetas.com within 14 days.

   2. Billing Errors: If you believe you have been charged incorrectly, you must notify us within 60 days of the charge appearing on your statement. We will investigate and, if an error is confirmed, issue a credit or refund within 30 days.

   3. Service Outages: If the Services are unavailable for more than 72 consecutive hours due to issues within our control (excluding scheduled maintenance), you may request a pro-rata credit for the affected period.

 

No refunds or credits will be issued for partial Service Periods, downgrades, or voluntary cancellations.

1. Disputed Charges and Chargebacks. If you dispute a charge with your payment provider without first contacting us to resolve the issue, we reserve the right to suspend your Account pending resolution of the dispute. Fraudulent chargebacks (where the charge was valid and you received the Services) may result in permanent Account termination and referral to collections or legal action.

2. Price Changes. We may change subscription pricing at any time upon 30 days' advance notice. Notice will be provided via email or through the Services. Price changes will take effect at the start of your next Service Period following the notice period. If you do not agree to a price increase, you may cancel your subscription before the new rate takes effect.

3. Taxes. All fees are exclusive of federal, state, local, and foreign taxes, duties, tariffs, and similar governmental assessments (collectively, "Taxes"). You are responsible for all applicable Taxes. If Assetas is required to collect or pay Taxes on your behalf, such amounts will be invoiced to you and you agree to pay them. You will provide Assetas with valid tax exemption certificates if you claim exemption from any Tax.

4. Upgrades and Downgrades. If you upgrade your Subscription Plan during a Service Period, the upgrade will take effect immediately and you will be charged a pro-rated amount for the remainder of the current Service Period. If you downgrade your Subscription Plan, the downgrade will take effect at the start of the next Service Period, and you will retain access to your current plan's features until that time. No credits or refunds will be issued for downgrades.

 

7.FREE TRIALS AND PROMOTIONAL PERIODS

1. Trial Eligibility. We may offer free trial periods for certain Subscription Plans. Trial eligibility is determined by Assetas in its sole discretion and is typically limited to first-time users or new Account registrations. One trial per user or organization unless otherwise specified.

2. Trial Terms. During the trial period, you will have access to the Services as specified in the trial offer. Payment information may be required to initiate a trial. Unless you cancel before the trial period ends, your subscription will automatically convert to a paid subscription at the then-current rate, and your payment method will be charged.

3. Trial Limitations. Trial accounts may have limited features, reduced usage quotas, or other restrictions as specified in the trial offer. We reserve the right to modify or terminate trial offers at any time without notice.

4. Promotional Offers. From time to time, we may offer promotional discounts, credits, or special pricing. Promotional offers are subject to the specific terms communicated at the time of the offer and cannot be combined with other promotions unless explicitly stated. We reserve the right to modify or discontinue promotional offers at any time.

 

8.CANCELLATION, SUSPENSION, AND TERMINATION

1. Cancellation by You. You may cancel your subscription at any time through your Account settings or by contacting support@assetas.com. Cancellation will be effective at the end of the current Service Period, and you will retain access to the Services until that time. No refunds or credits will be issued for the unused portion of the Service Period except as provided in Section 6.6.

2. Data Retrieval Period. Following cancellation or termination, you will have 30 days to export your Customer Data through the Services or via available export tools. After this 30-day period, we reserve the right to delete your Customer Data in accordance with our data retention policies. You are solely responsible for exporting and maintaining copies of your data.

3. Suspension for Non-Payment. If payment is not received within 15 days of the due date, we may suspend your access to the Services. Suspended Accounts will be marked as "Past Due" and will have limited or no access to features until payment is received. If payment is not received within 45 days, we may terminate your Account and delete your Customer Data.

4. Termination by Assetas. We may suspend or terminate your Account and access to the Services immediately and without prior notice if:

   1. You violate any provision of these Terms;

   2. Your use of the Services poses a security risk or potential liability;

   3. You engage in fraudulent, abusive, or illegal activity;

   4. We are required to do so by law or governmental authority; or

   5. You fail to pay fees when due after the grace period specified in Section 8.3.

5. Effect of Termination. Upon termination of your Account for any reason:

   1. Your right to access and use the Services will immediately cease;

   2. You remain obligated to pay any outstanding fees;

   3. Sections 9 through 20 of these Terms will survive termination; and

   4. After the data retrieval period specified in Section 8.2, we may permanently delete your Customer Data.

6. Data in Backups. Customer Data may persist in our backup systems for up to 90 days following deletion from production systems. Backup data is maintained solely for disaster recovery purposes and is not accessible for retrieval after the data retrieval period.

 

9.ACCEPTABLE USE POLICY

1. Permitted Use. You may use the Services only for lawful purposes and in accordance with these Terms. You agree to comply with all applicable laws, regulations, and third-party rights in your use of the Services.

2. Prohibited Activities. You agree not to:

   1. Violate any applicable law, regulation, or third-party right;

   2. Infringe any intellectual property, privacy, or other rights of any third party;

   3. Upload, transmit, or distribute any malware, viruses, or malicious code;

   4. Attempt to gain unauthorized access to the Services, other Accounts, or computer systems;

   5. Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services;

   6. Use the Services to transmit spam, unsolicited communications, or fraudulent content;

   7. Circumvent or disable any security features or usage limits;

   8. Use automated systems (bots, scrapers, crawlers) except as expressly permitted under separate API Terms;

   9. Interfere with or disrupt the Services or servers or networks connected to the Services;

   10. Resell, sublicense, or otherwise commercialize the Services without authorization; or

   11. Use the Services in any manner that could damage, disable, overburden, or impair our infrastructure.

3. Content Responsibility. You represent and warrant that your Customer Data and your use of the Services will not violate any applicable data protection laws, privacy policies, or confidentiality obligations. You are solely responsible for ensuring you have all necessary rights, consents, and permissions to upload and process Customer Data through the Services.

4. Monitoring and Enforcement. We reserve the right (but have no obligation) to monitor use of the Services, investigate violations, and take appropriate action, including removing Content, suspending or terminating Accounts, and reporting illegal activity to law enforcement authorities.

 

10.INTELLECTUAL PROPERTY RIGHTS

1. Ownership of Services. The Services, including all software, technology, designs, graphics, user interfaces, trademarks, logos, and other Content provided by Assetas (collectively, "Assetas IP"), are owned by Assetas and our licensors. Assetas IP is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted herein are reserved by Assetas.

2. Limited License to Use Services. Subject to your compliance with these Terms, Assetas grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in accordance with your Subscription Plan. This license does not include any right to: (a) sell, resell, or commercially exploit the Services; (b) modify, adapt, or create derivative works of the Services; (c) copy, reproduce, or frame any portion of the Services; or (d) reverse engineer or access the Services to build a competitive product or service.

3. Ownership of Customer Data. As between you and Assetas, you retain all ownership rights in and to your Customer Data. You grant Assetas a worldwide, non-exclusive, royalty-free license to use, store, process, and transmit Customer Data solely to the extent necessary to provide the Services and fulfill our obligations under these Terms. This license terminates upon deletion of your Customer Data from our systems.

4. Service Data and Analytics. Assetas may collect, generate, and analyze Service Data to: (a) operate, maintain, and improve the Services; (b) develop new products and features; (c) create statistical and aggregated data; and (d) conduct research and analytics. Assetas owns all rights in Service Data, provided that such data is aggregated, anonymized, and does not identify you or any individual. We may use and disclose Service Data for any lawful business purpose.

5. Feedback. If you provide Assetas with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you hereby assign to Assetas all rights in such Feedback. Assetas may use Feedback for any purpose without obligation or compensation to you.

6. Trademark Usage. Nothing in these Terms grants you any right to use Assetas's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without prior written consent. You may not remove, obscure, or alter any proprietary notices (including copyright and trademark notices) displayed in or on the Services.

7. DMCA Compliance. If you believe that Content on the Services infringes your copyright, please notify our designated copyright agent at support@assetas.com with the information required by the Digital Millennium Copyright Act.

 

11.DATA PROTECTION AND PRIVACY

1. Privacy Policy. Our collection, use, and disclosure of Personal Information is governed by our Privacy Policy, available at https://www.assetas.com/privacy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.

2. Data Processing Roles. For purposes of applicable data protection laws: (a) with respect to Customer Data containing Personal Information of your customers, employees, or other third parties, you are the data controller and Assetas is the data processor; and (b) with respect to Personal Information you provide about yourself (e.g., Account registration information), Assetas is the data controller.

3. GDPR Compliance (EEA, UK, and Swiss Users). If you are located in the European Economic Area, United Kingdom, or Switzerland, the processing of your Personal Information is subject to the General Data Protection Regulation ("GDPR") and UK GDPR. As a data controller, you are responsible for ensuring you have a lawful basis for processing Personal Information through the Services.

4. U.S. State Privacy Laws. If you are a resident of California, Virginia, Colorado, Connecticut, Utah, or other states with comprehensive privacy laws, you have certain rights regarding your Personal Information as described in our Privacy Policy, including rights to access, delete, correct, and opt out of certain processing activities.

5. Data Transfers. Customer Data may be transferred to, stored, and processed in the United States and other countries where Assetas or our service providers operate. By using the Services, you consent to the transfer of Customer Data to countries outside your country of residence, which may have different data protection rules. We implement appropriate safeguards for international transfers as required by applicable law.

6. Subprocessors. We may engage third-party service providers ("Subprocessors") to assist in providing the Services. A current list of Subprocessors is available at https://www.assetas.com/subprocessors. We will provide notice of new Subprocessors and you may object to their use within 30 days if you have a reasonable data protection concern.

7. Data Subject Rights. If you receive a data subject request (e.g., access, deletion, portability) from an individual whose Personal Information is included in your Customer Data, you are responsible for responding to such requests. We will provide reasonable assistance and will make available functionality within the Services to help you fulfill such requests.

 

12.SECURITY COMMITMENTS

1. Security Standards. Assetas maintains industry-standard administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Our security program includes:

   1. Encryption of data in transit using TLS 1.2 or higher;

   2. Encryption of data at rest using AES-256 or equivalent;

   3. Regular security assessments and penetration testing;

   4. Access controls and authentication mechanisms;

   5. Logging and monitoring of system activity; and

   6. Security awareness training for personnel.

2. Security Certifications. Assetas maintains SOC 2 Type II certification. Current security documentation and certifications are available at https://www.assetas.com/security.

3. Security Incident Notification. In the event of a security incident that results in unauthorized access to, or disclosure of, Customer Data (a "Security Incident"), Assetas will: (a) notify you without undue delay and in any event within 72 hours of becoming aware of the Security Incident; (b) provide details of the Security Incident, affected data, and remediation measures; and (c) cooperate with you to investigate and remediate the Security Incident. This notification will be provided to the email address associated with your Account.

4. Your Security Obligations. You are responsible for: (a) maintaining the security of your Account credentials; (b) configuring and using available security features; (c) monitoring Account activity for suspicious behavior; and (d) promptly reporting any suspected security incidents to support@assetas.com.

 

13.WARRANTIES AND DISCLAIMERS

1. Limited Warranty. Assetas warrants that the Services will perform materially in accordance with the Documentation under normal use. This warranty does not apply to issues arising from: (a) modifications to the Services not made by Assetas; (b) use of the Services in violation of these Terms or the Documentation; (c) third-party products or services; or (d) factors beyond our reasonable control.

2. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSETAS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ASSETAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASSETAS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 

14.LIMITATION OF LIABILITY

1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ASSETAS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ASSETAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSETAS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO ASSETAS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100 USD).

3. Exceptions to Limitations. The limitations in Sections 14.1 and 14.2 do not apply to: (a) liability arising from gross negligence or willful misconduct; (b) death or bodily injury caused by Assetas's negligence; (c) fraud or fraudulent misrepresentation; (d) violations of intellectual property rights; or (e) liabilities that cannot be excluded or limited under applicable law.

4. Security Incident Liability Cap. Notwithstanding Section 14.2, in the event of a Security Incident for which Assetas is determined to be liable, our total liability shall not exceed the amounts paid by you in the twelve (12) months immediately preceding the Security Incident, subject to the exceptions in Section 14.3.

5. Basis of the Bargain. The disclaimers and limitations of liability set forth in Sections 13 and 14 are fundamental elements of the agreement between you and Assetas. The Services would not be provided without these limitations. These limitations shall apply regardless of whether any limited remedy fails of its essential purpose.

6. Exclusive Remedy. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO DISCONTINUE USE AND CANCEL YOUR ACCOUNT IN ACCORDANCE WITH SECTION 8.

 

15.INDEMNIFICATION

1. Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Assetas and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) arising from or related to:

   1. Your violation of these Terms or any applicable law or regulation;

   2. Your Customer Data, including any claims that Customer Data infringes or violates any third-party rights;

   3. Your use of the Services in violation of these Terms or the Documentation;

   4. Your violation of any third-party rights, including privacy, intellectual property, or other proprietary rights; or

   5. Any negligence or willful misconduct by you or your users.

2. Defense and Settlement. Assetas reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Assetas in the defense of any such claim. You may not settle any claim without Assetas's prior written consent if such settlement imposes any obligation or liability on Assetas.

3. Assetas IP Indemnification. Assetas will defend you against any third-party claim that the Services infringe any U.S. patent, copyright, or trademark, and will indemnify you for any damages, costs, and attorneys' fees finally awarded against you or agreed to in settlement by Assetas in connection with such claim, provided that you: (a) promptly notify Assetas in writing of the claim; (b) grant Assetas sole control of the defense and settlement; and (c) provide reasonable cooperation. This indemnification does not apply to claims arising from: (i) modifications to the Services not made by Assetas; (ii) use of the Services in combination with non-Assetas products; (iii) your Customer Data; or (iv) use of the Services in violation of these Terms.

 

16.EXPORT COMPLIANCE

1. Export Controls. The Services and related technology may be subject to U.S. export control laws, including the Export Administration Regulations ("EAR") and sanctions programs administered by the Office of Foreign Assets Control ("OFAC"). You represent and warrant that you are not: (a) located in, or a resident or national of, any country subject to U.S. embargo or comprehensive sanctions; (b) identified on any U.S. government list of prohibited or restricted parties; or (c) otherwise prohibited from receiving U.S. exports.

2. Compliance Obligations. You agree to comply with all applicable export laws and regulations and will not use the Services to export, re-export, or transfer data, software, or technology in violation of such laws. You will not use the Services for any purposes prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

3. Government End Users. If you are a U.S. government entity or using the Services on behalf of the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure are subject to the terms of these Terms.

 

17.FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor strikes, pandemics, epidemics, public health emergencies, cyberattacks not caused by the non-performing party's negligence, failures of third-party hosting or telecommunications providers, or utility failures. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to resume performance. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected Services upon written notice.

 

18.DISPUTE RESOLUTION AND ARBITRATION

1. IMPORTANT ARBITRATION NOTICE: PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS PROVIDED IN SECTION 18.8.

1. Informal Dispute Resolution. Before initiating arbitration or litigation, you agree to first contact Assetas at support@assetas.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiations for at least 60 days before either party may initiate arbitration or litigation.

2. Binding Arbitration. Except as provided in Section 18.7, any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved through informal dispute resolution shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules ("AAA Rules").

3. Arbitration Procedures. The arbitration shall be conducted by a single neutral arbitrator. The arbitration shall take place in Denver, Colorado, or, at your election, may be conducted remotely via videoconference or telephone. The arbitrator shall apply the substantive law of the State of Colorado, excluding its conflicts of law principles. The arbitrator may award any relief that a court could award, including attorneys' fees when authorized by law. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

4. Arbitration Costs. For consumers, Assetas will pay all AAA filing, administration, and arbitrator fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous. For all other parties, the AAA Rules will govern payment of filing, administration, and arbitrator fees. Each party shall bear its own attorneys' fees unless the arbitrator awards attorneys' fees under applicable law.

5. CLASS ACTION WAIVER. YOU AND ASSETAS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ASSETAS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, OR CONSOLIDATED PROCEEDING.

6. Severability of Class Action Waiver. If the class action waiver in Section 18.5 is found to be illegal or unenforceable as to all or some parts of a dispute, then that dispute shall not be subject to arbitration and shall be brought in a court of competent jurisdiction. All other disputes shall remain subject to arbitration.

7. Exceptions to Arbitration. Notwithstanding Section 18.2, either party may:

   1. Bring an individual action in small claims court if the claim qualifies;

   2. Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement, misappropriation, or violation of intellectual property rights; or

   3. Seek specific performance or other equitable remedies where arbitration is not an adequate remedy.

8. Opt-Out Right. You may opt out of the arbitration agreement by sending written notice to Assetas at support@assetas.com within 30 days of first accepting these Terms. The notice must include your name, email address, Account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 18.9, but all other provisions of these Terms will remain in effect.

9. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. If arbitration does not apply (including if you opt out or for claims in Section 18.7), you agree to submit to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado, and waive any objection to venue or inconvenient forum.

10. Time Limitation on Claims. Any claim arising out of or related to these Terms or the Services must be filed within one (1) year from the date the claim first accrued. Claims filed after this period are permanently barred.

 

19.GENERAL PROVISIONS

1. Entire Agreement. These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Assetas regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written.

2. Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without Assetas's prior written consent. Any attempted assignment in violation of this section shall be void. Assetas may assign these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

3. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent and economic effect.

4. Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Assetas's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Assetas in writing.

5. Notices. Assetas may provide notices to you via email to the address associated with your Account, through the Services, or by posting to our website. Notices sent by email shall be deemed received when sent. You must provide notices to Assetas in writing via email to support@assetas.com or by certified mail to the address in Section 20.

6. Relationship of Parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

7. Third-Party Beneficiaries. These Terms are for the sole benefit of you and Assetas and are not intended to confer any third-party beneficiary rights upon any other person or entity.

8. Accessibility. Assetas endeavors to maintain WCAG 2.1 Level AA compliance for the Services. If you experience accessibility barriers or require reasonable accommodations, please contact support@assetas.com.

9. Equitable Relief. You acknowledge that any breach of Sections 9 (Acceptable Use) or 10 (Intellectual Property) may cause irreparable harm to Assetas for which monetary damages would be an inadequate remedy. Accordingly, Assetas shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. Survival. The following sections shall survive termination or expiration of these Terms: Sections 8.5 (Effect of Termination), 9 (Acceptable Use), 10 (Intellectual Property), 11 (Data Protection), 13 (Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Export Compliance), 18 (Dispute Resolution), and 19 (General Provisions).

 

20.CONTACT INFORMATION

If you have questions about these Terms or need to contact Assetas for any reason, please use the following contact information:

Assetas Inc.

Legal Department

1001 Bannock Street, Suite 414

Denver, Colorado 80204

United States of America

Email: support@assetas.com

 

BY CREATING AN ACCOUNT OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

 

© 2026 Assetas Inc. All rights reserved.