Terms of Service

Last Updated: January, 2025

GetMasset.com (www.getmasset.com), including all of its related applications, dashboards, or platforms  (individually and collectively, the “Website”), is owned and operated by Masset, Inc. (“Masset,” “we,” “us” or “our”). By using or accessing the Website or Services (as defined below), by signing or clicking to accept  these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to  be bound by the following terms and conditions, including our Privacy Policy (together, these “Terms”, or  this “Agreement”).

By using or accessing YouTube API Services, as provided by the Services, you agree to be bound by the YouTube Terms of Services (https://www.youtube.com/t/terms).

If you are using our Services on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you  have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this  Agreement is entered into by an employee, agent, or other authorized representative with all necessary  authority to bind that entity to this Agreement.

This Agreement includes and hereby incorporates by reference any Subscription Documentation executed  between you and Masset, as well as any policies or exhibits linked to or referenced herein. If you have  entered into a separate written agreement with Masset concerning specific Services, the terms of such  agreement control if there is any conflict between the terms of such agreement and these Terms. Please  note that we may modify this Agreement as described in Section 16.9 below.

1. DEFINITIONS.

1.1. “Confidential Information” means code, inventions, know-how, product plans, technical and  financial, business, operational, or other information exchanged under this Agreement or learned during  the performance of this Agreement, or that is identified as confidential at the time of disclosure or should  reasonably be considered confidential based on the circumstances surrounding the disclosure and the  nature of the information disclosed.

1.2. “Law(s)” means all applicable local, state, federal, and international laws, rules, and  regulations, or amendments thereto.

1.3. “Territory” means the United States, unless otherwise expressly set forth in Client’s  Subscription Documentation.

2. SERVICES.

2.1. Services. Masset provides a proprietary asset collaboration product platform and related  services (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal,  quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree  to an online registration form, which references this Agreement (“Subscription Documentation”) and details  the Services ordered and scope of use descriptions for the Services (the “Scope of Use”).  

2.2. Alteration of Subscription Documentation. Any amendments or modifications to any  existing Subscription Documentation must be agreed to in writing by the parties. Masset has no obligation  to perform any Services under any amended Subscription Documentation until the parties have agreed to  the effect of such changes on the applicable Fees.

2.3. Modification of the Services. Masset reserves the right to modify or discontinue the  Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the  offering of the Services temporarily or permanently. Masset also reserves the right to replace certain  Services with functionally equivalent Services, at its sole discretion. In the event Masset makes any  modification or alteration to the Services that has a material adverse effect on the functionality of the  Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive

a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined  below).

2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to  additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services  that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent  applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.  If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client  accepts the applicable Additional Terms, as set forth below.

3. USE RIGHTS; RESTRICTIONS.

3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any  Additional Terms, Masset grants Client a non-exclusive, non-transferable, non-sublicensable, revocable,  limited right and license during the applicable Subscription Term and within the Territory to access and use  the Services solely for Client’s internal business purposes, but only in accordance with this Agreement, our  Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all  applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Masset makes  no representation that the Services are appropriate or available for use in locations outside the Territory (or  that all products or features of the Services are available throughout the Territory). Furthermore, accessing  the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those  who choose to access the Services from other locations do so at their own initiative and are responsible for  compliance with local laws and any costs associated with access or use outside the Territory. You may not  use or export the Services in violation of U.S. export laws and regulations.

3.2. Account Registration. Client must register for a Masset account in order to access or  receive the Services. Account information must be accurate, current, and complete, and will be governed  by Masset’s Privacy Policy as may be amended from time to time. Client agrees to keep its account  information up to date so that Masset may send notices, statements, and other information by email or  through Client’s account. By using or accessing the Website, Client agrees and consents to Masset’s use  of cookies in accordance with the terms of Masset’s Privacy Policy. Client is solely responsible for all use  of its Services account(s). Masset will not be liable for any loss or damage arising from unauthorized use  of Client’s account(s).

3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its  employees, agents, contractors, and any other users whom Client has authorized to access the Services  on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or  removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit  its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in  compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and  conditions of this Agreement, which may be communicated by posting to the Website or on a click-through  basis to Authorized Users upon access to the Services and/or Website.

3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized  Users’ use and access and their compliance with this Agreement. Client will be solely responsible for  authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is  solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such  users during the Subscription Term, as Client deems appropriate. Provided, however, Masset may, in its  sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for  ensuring that any user IDs, passwords, and other access credentials for the Services are kept strictly  confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for  complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely  responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access  credentials. Client must notify Masset within twenty-four (24) hours of any breach of security or  unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable  Scope of Use restrictions.

3.5. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease,  copy, transfer, sublicense, or provide access to the Masset Technology (as defined below) to a third party  (except Authorized Users as specifically authorized above); (b) incorporate the Masset Technology (or any  portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Masset Technology  (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate  information regarding the performance of the Masset Technology (which is deemed Masset’s Confidential  Information); (e) modify or create a derivative work of the Masset Technology or any portion thereof; (f)  reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code,  underlying ideas, algorithms, file formats, or non-public APIs to any Masset Technology or Services, except  to the extent expressly permitted by applicable Law and then only upon advance notice to Masset; (g) break  or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Masset Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable  Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Masset Technology  including in any reports or output obtained from the Masset Technology.

3.6. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the  terms of this Agreement, Masset may provide Client with certain Services for free or on a trial basis (a “Free  Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta  Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable).  This Section 3.6 and any relevant Additional Terms will apply to any Free Access Subscription or Beta  Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations)  and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability  of Services; Support) will not apply to any Free Access Subscription or Beta Release. Without limiting the  other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE  LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED  ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE,  STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES,  CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE  COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER  PROBLEMS FOR WHICH MASSET WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A  BETA RELEASE IS AT CLIENT’S SOLE RISK. Masset makes no guarantees or promises with respect to  the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a  Free Access Subscription or Beta Release will be released or will be available under the same commercial  or other terms. Masset may discontinue Beta Releases at any time, in our sole discretion, and decide not  to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Masset may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason  or no reason in Masset’s sole discretion, without liability.

3.7. AI Services. Masset offers certain Services that use artificial intelligence (“AI Services”). Your use of the AI Services may result in outputs that are not accurate or complete. It is your responsibility to evaluate whether outputs from the AI Services are appropriate for your use case, including where human review is appropriate. Without limiting any other provision in this Agreement, you are responsible for disclosing your use of AI Services to your end users in accordance with applicable law. Notwithstanding anything in these Terms to the contrary, Masset will not use your personal data or content on Masset to train or fine-tune any generative AI models.

4. CLIENT DATA.

4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest  (including any intellectual property rights) in and to any text, images, or other content and data that Client  selects or submits for use or incorporation with the Services (including without limitation, any Third-Party  Content) (“Client Data”). “Third-Party Content” means content, data, or other materials that Client provides  to the Masset Services from its third-party data providers, including through Third-Party Products (as  defined below) used by Client. Client hereby grants Masset a non-exclusive, worldwide, royalty-free right  and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data  solely to the extent necessary to provide the Services and related services to Client and as otherwise  provided herein. Client further instructs Masset to use and disclose Client Data as necessary to (a) provide  the Services consistent with this Agreement and Masset’s Privacy Policy, including detecting, investigating,  and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s  inquiries or any technical problems and ensure the Services are working properly.

4.2. Aggregate/Anonymous Data. Client agrees that Masset will have the right to generate  usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate Data”).

Notwithstanding anything to the contrary herein, the parties agree that Aggregate Data is Masset Technology, which Masset may use for any business purpose during or after the term of this Agreement  (including without limitation to develop and improve Masset’s products and services and to create and  distribute reports and other materials). Masset will not distribute Aggregate Data in a manner that personally  identifies Client or its Customers, or that would otherwise violate applicable Laws.  

4.3. Monitoring. Client understands and agrees that Masset may monitor and analyze Client  Data to improve the Website or Services; to improve Client’s experience using the Website or Services; to  customize and communicate informational or product offerings and promotions to Client; to ensure  compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to  make the Website or Services more helpful or useful to Client and other users.  

4.4. Security. Masset agrees to maintain physical, technical, and organizational measures  designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. Masset takes  no responsibility and assumes no liability for any Client Data other than its express security obligations in  this Section 4.4.

5. CLIENT OBLIGATIONS.

Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this  Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would  cause Masset to violate any obligation with respect to any such Laws. Client also warrants and represents  that: (a) Client has sole ownership of any Client Data it provides to Masset, or otherwise has legal rights to  provide such Client Data, and Client Data and Masset’s use thereof will not violate third-party rights,  including intellectual property, privacy, and publicity rights; (b) Masset’s possession and/or use of the Client  Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any  contract, statute, or regulation; and (c) Client is authorized to provide Masset with any Client or Authorized  User information it provides in connection with the Services, including any personally identifying information.  If Client receives any take-down requests or infringement notices related to Client Data or its use of Third Party Products, it will promptly stop using these items with the Services and notify Masset immediately.  Additionally, if an integration is included in the Services Client orders, Client grants Masset the right to  access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of  fulfilling Masset’s obligations under this Agreement, and Client warrants that Client is not restricted by law  or applicable agreement from granting Masset such right.

6. AVAILABILITY OF SERVICES; SUPPORT.

6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and  unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities,  hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that  are beyond Masset’s reasonable control, the Services will be available for access via the Website 99.0%  of the time during of the applicable Subscription Term. Client’s sole remedy and Masset’s sole liability for  failure to meet the aforementioned availability will be support in accordance with Section 6.2.

6.2. Support. Masset makes available web-based support through the Website. Additional  support services may be available to Client subject to payment of applicable fees (if any), as specified in  any applicable Subscription Documentation. Any support services are subject to this Agreement and  Masset’s applicable support policies, if any. Client is primarily responsible for its own account setup and  onboarding. Masset may also provide onboarding, deployment, and other services under this Agreement,  including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for  these additional services will be set forth in the applicable Subscription Documentation. Masset’s ability to  deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and  completeness of any information from Client needed to deliver the Services.

7. FEES AND PAYMENT.

7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the  Services are provided on an ongoing, per-license subscription-basis including automatically recurring  payments for periodic charges, according to the terms and conditions referenced in the Subscription  Documentation (“Subscription”). Client agrees to pay to Masset the fees for the Subscription to the Services  (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription  Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the  applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the  lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client  agrees to pay Masset the applicable Subscription Fees according to the terms of this Agreement. Unless  otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty  (30) days of the invoice date.

7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription  Documentation, all Subscription Fees will be paid monthly, though overage fees (if any) may be charged in  arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder  to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly  set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment  method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client  authorizes Masset to charge the Subscription Fees automatically, on an auto-renew basis on your  Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of  doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the  Service is first accessed by Client and automatically, on an auto-renew basis, on Client’s existing  Subscription Start Date. The Subscription will continue unless and until you or Masset terminate your  Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to  avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then  you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account  has a sufficient positive balance to cover all Fees when due. Should Masset be unable to process/receive  the Fees when due and owing, payment shall be considered overdue. Masset will have the right to charge  interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally,  after payment becomes overdue, Masset will have the right to immediately suspend Client’s access to the  Services and/or seek to enforce Client’s payment obligations including through the use of third-party  services.

7.3. Taxes. Masset’s Fees are exclusive of all taxes and regulatory fees, and Client must pay  any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the  income of Masset. Client will make tax and regulatory fee payments to Masset to the extent amounts are  included on Masset’s invoices.

7.4. Fee Increase. Masset reserves the right to determine the applicable Fees for any Services.  While Masset will make reasonable efforts to keep the information relating to Fees published on its Website  up to date, you should check the Website periodically for information about current Fees. If any Fees are  specified on your Subscription Documentation, Masset may increase Fees applicable to you upon forty-five  (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Masset

may also, from time to time and in its sole discretion, make promotional offers or different Fees available to  its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified  in writing in your Subscription Documentation.

8. TERM AND TERMINATION.

8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services  has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in  Client’s Subscription Documentation, the initial term for any Subscription to the Services is month-to-month and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless  either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current  Subscription Term. Client may give notice of non-renewal by sending an email to support@getmasset.com.  If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription

starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any  Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term.  Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or  Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states  otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with  Client’s most recent Masset platform Subscription Term.

8.2. Suspension of Services. Masset may suspend Client’s (or any Authorized User’s, as  applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope  of Use limits. Masset may also suspend Client’s (or any Authorized User’s, as applicable) access to the  Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached  Section 3 (Use Rights; Restrictions) or Section 5 (Client Obligations); or (ii) suspension is necessary to  prevent harm or liability to other clients of Masset or third parties or to preserve the security, stability,  availability, or integrity of the Services. Masset will have no liability for taking action as permitted above.  For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period.  Unless this Agreement has been terminated, Masset will cooperate with Client to restore access to the  Services once it verifies that Client has resolved the condition requiring suspension.

8.3. Termination for Cause. Either party may terminate this Agreement, including any related  Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement  (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases  operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed,  creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted  against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the  Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for  the entire Subscription Term. Masset may also terminate this Agreement or any related Subscription  Documentation immediately if Client breaches Section 3 (Use Rights; Restrictions) or Section 5 (Client  Obligations), for repeated violations of other Sections of this Agreement.

8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any  Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of  the Services (including any related Masset Technology) and delete (or, at Masset’s request, return) any  and all copies of any Masset documentation, scripts, passwords or access codes, and any other Masset

Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any  Client Data in the applicable Services will cease. If Masset terminates this Agreement for cause as provided  in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term  will become due and must be paid immediately by Client. Except where this Agreement specifies an  exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative  and not exclusive of any other rights or remedies that may be available to a party.

8.5. Return and Deletion of Client Data. At any time during the Subscription Term, Client may  download a backup copy of Client Data (with file attachments in their native formats and all other Client  Data in an industry standard export format) from an online service by using a self-service feature, or may  request such backup copy by written notice to Masset if such feature is not available. Upon Client’s written  request at the time of termination or expiration of any Subscription Term, Client will be allowed read-only  access to the Services for thirty (30) days following such date of termination or expiration for the sole  purpose of downloading a backup copy of Client Data. Within one hundred eighty (180) days following  termination or expiration of the Subscription Term, Masset will delete and render Client Data unrecoverable  and, upon Client’s written request, certify such process in writing. Notwithstanding the foregoing, Masset may retain copies of Customer Data as part of records, documents, or broader data sets in accordance  with Masset’s legal and financial compliance obligations, on the condition that Masset continues to comply  with all the requirements of this Agreement in relation to any such retained Client Data.

8.6. Survival. The following Sections survive any expiration or termination of this Agreement: 1  (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination);  9 (Confidential Information); 10 (Masset Technology); 11 (Third-Party Providers and Third-Party Products);

12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16  (General).

9. CONFIDENTIAL INFORMATION.

9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement,  each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s  Confidential Information to third parties; and (b) use the other party’s Confidential Information only as  necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the  other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized  Users having a legitimate need to know (which, for Masset, includes the subcontractors referenced in  Section 16.5), provided that such party remains responsible for any recipient’s compliance with the terms  of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this  Section.

9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information  does not include) information that: (a) is or becomes public knowledge through no fault of the receiving  party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully  obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is  independently developed by the receiving party without using the disclosing party’s Confidential  Information. A party may also disclose the other party’s Confidential Information to the extent required by  law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party  where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment  for the information.

9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause  substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this  Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may  have at law.

10. MASSET TECHNOLOGY.

10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is  obtaining only a limited right to use the Services and irrespective of any use of the words “purchase,” “sale,” or similar terms, no ownership rights are transferred to Client under this Agreement and, except as  expressly permitted by such limited right, Client may not make any use of Masset Technology. Client agrees  that Masset (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property  rights) in and to all Services, products, any and all related documentation, software, technology, code,  know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained  from the Services), anything delivered as part of support, materials or other services, and any updates,  modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as  defined below) (“Masset Technology”) provided by Masset (which is deemed Masset’s Confidential  Information) and reserves any licenses not specifically granted herein. Furthermore, Masset exclusively  owns and reserves all right, title, and interest in and to Masset’s Confidential Information and any data, in  anonymized or aggregated form that does not identify you, any end users, or any natural person, generated  or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and  performance results for the Services. The Services are offered as an online, hosted product. Accordingly,  Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services  and that Masset at its option may make updates, bug fixes, modifications, or improvements to the Services  from time-to-time.

10.2. Feedback. If Client elects to provide any suggestions, comments, improvements,  information, ideas, or other feedback or related materials to Masset (collectively, “Feedback”), Client hereby  grants Masset a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use,  copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation,  payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits

Masset’s right to independently use, develop, evaluate, or market products, whether incorporating  Feedback or otherwise.

11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.  

Masset may, from time to time, contract with a third party to facilitate certain features of the Services,  including as described in Section 16.5 of this Agreement. Masset may also allow or facilitate Client to make  arrangements with other third-party providers that provide products or services in connection with, but which  are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects  to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online  services, systems, and other products that are not Masset Technology (“Third-Party Products”) in  connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party  Content available to Client and may access Client’s instance of the Services, including Client Data. Client  agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require  Client to enter into separate terms and conditions with such third-party. Unless Masset expressly agrees  otherwise in a signed writing, Masset (a) is not a party to any such terms; (b) will not be liable thereunder;  (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d)  disclaims all responsibility and liability for these providers and items and their access to the Services,  including their modification, deletion, disclosure, or collection of Client Data. Masset is not responsible in  any way for Client Data once it is transmitted, copied, or removed from the Services.

12. INDEMNIFICATION.

12.1. Indemnification by Client. Client will indemnify and hold harmless Masset and its officers,  directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Masset Entities”) from  and against any third-party claims and related costs, damages, liabilities, and expenses (including  reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the  Services; (b) your violation of, any claim that you have violated, any applicable Law or third party right,  including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any  dispute or issue between you and any third party; (d) any Client Data; (e) Masset’s use, as contemplated  in this Agreement, of any information provided to Masset by you; or (f) breach or alleged breach of this  Agreement, including Client’s warranties and obligations. Client also agrees to defend the Masset Entities  against these claims at Masset’s request, but Masset may participate in any claim through counsel of its  own choosing and the parties will reasonably cooperate on any defense. In the event Masset assumes  exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client  may not settle any claim without Masset’s prior written consent if the settlement does not fully release  Masset from liability or would require Masset to admit fault, pay any amounts, or take or refrain from taking  any action.

12.2. Indemnification by Masset. Masset will indemnify and hold Client harmless from and  against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable  attorney’s fees) arising from or pertaining to (a) Masset’s gross negligence or willful misconduct; or (b)  Masset’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Masset

also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim  through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Masset must not settle any claim without Client’s prior written consent if the settlement does not fully release Client  from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any  action.

12.3. Exclusions to Masset’s Indemnification. Masset will not be required to indemnify Client in  the event of: (a) modification of the Services by Client, its Authorized Users, Third-Party Providers, affiliates,  employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under  this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use  Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this  Agreement, or (c) use of the Services in combination with any other application, product, or service not  provided by Masset if such claim would not have occurred without such combination.

13. DISCLAIMERS.

EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL MASSET TECHNOLOGY AND RELATED  SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE MASSET TECHNOLOGY ARE  PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER MASSET NOR ITS SUPPLIERS  MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT  NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR  PURPOSE, OR NONINFRINGEMENT. MASSET MAKES NO REPRESENTATION, WARRANTY, OR  GUARANTEE THAT MASSET TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR  EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT  LOSS, OR THAT MASSET TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR FREE, AND MASSET DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.  MASSET WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY  PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-MASSET SERVICES  (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES,  AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND  DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR  ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON MASSET TECHNOLOGY OR MASSET’S  RELATED SERVICES. THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM  EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE  CONTRARY HEREIN, CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY  STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO  THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

14. LIMITATIONS OF LIABILITY.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL MASSET OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA,  INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY  INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY  KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH  DAMAGES. IN NO EVENT WILL MASSET’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN  AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO MASSET FOR THE APPLICABLE  SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR  FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, MASSET’S TOTAL LIABILITY WILL NOT  EXCEED IN AGGREGATE FIFTY U.S. DOLLARS (US $50.00). NOTWITHSTANDING THE FOREGOING,  NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR  FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S  NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE  LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO  THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED  BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A  FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN  THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO  THIS AGREEMENT, ANY MASSET TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF  THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY  LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,  DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES  ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN  ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE  PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.  THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS  ESSENTIAL PURPOSE.

15. DISPUTE RESOLUTION.

If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and  the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute  (referred to herein as “Claim(s)”) as follows:

15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance  with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and  referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of  law, an administrative body, government agency, or otherwise. If there are any conflicting provisions  between UUMA and this Agreement, the provisions in this Agreement will govern.

15.2. Notice. Mediation must be conducted within sixty (60) days from a party receiving written  notice of Claims from a complaining party. The notice must contain a detailed description of the nature of  the Claims and the requested relief sought.

15.3. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually  agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of  mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.

15.4. Location. Mediation will occur in Salt Lake City, Utah.

15.5. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory  mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or  fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial  action.

15.6. Disputes Not Subject to the Mediation Process. The following claims or actions are not  subject to the mandatory mediation provisions of this Section 15: (a) a request for an order of injunctive  relief and any related incidental damages; (b) a request for an order to prevent the disclosure of or misuse  of Confidential Information or trade secrets; and/or (c) enforcement of Client’s payment obligations as set  forth under Section 7.

16. GENERAL.

16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted  successors and assigns. Neither party may assign this Agreement without the advance written consent of  the other party, except that Masset may assign this Agreement without consent to an affiliate or in  connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets  or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under  this Section 16.1 will be null and void.

16.2. Notices. Any notice or communication to Masset under this Agreement must be in writing.  Client must send any notices under this Agreement (including breach notices) to Masset, Inc. (include “Attn.  Legal Department” in the subject line) or by email to legal@getmasset.com. Masset may send notices to  the e-mail addresses on Client’s account or, at Masset’s option, to Client’s last-known postal address.  Masset may also provide operational notices regarding the Services or other business-related notices  through conspicuous posting of such notice on Masset’s Website or the Services. Each party hereby  consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other  communications that we send to you electronically will satisfy any legal communication requirements,  including that those communications be in writing. Masset is not responsible for any automatic filtering  Client or its network provider may apply to email notifications.

16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation,  Masset may use Client’s name, logo, and marks to identify Client as a Masset Client on Masset’s website  and other marketing materials.

16.4. Masset Communication with Client. You agree that Masset may send you emails and text  messages, including transactional, operational, and marketing messages, possibly using automated  technology, to the email or phone number you provide to Masset. Message and/or data rates may apply to  such messages, and you may opt out at any time. You will keep your contact information up to date and  will notify Masset immediately in the event that your contact information changes.

16.5. Subcontractors. Masset may use subcontractors and permit them to exercise the rights  granted to Masset in order to provide the Services and related services under this Agreement. Unless  Masset expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under  this Agreement, and Masset disclaims all responsibility and liability for the actions or omissions of any Third

Party Providers.

16.6. Subpoenas. Nothing in this Agreement prevents Masset from disclosing Client Data to the  extent required by law, subpoenas, or court orders, but Masset will use commercially reasonable efforts to  notify Client where permitted to do so.

16.7. Independent Contractors. The parties to this Agreement are independent contractors, and  this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.  Neither party has the power to bind the other or incur obligations on the other party’s behalf without the  other party’s prior written consent.

16.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations  under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its  reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in  transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic,  communicable disease outbreak, failure or reduction of power or telecommunications or data networks or  services, or government act or order.

16.9. Amendments; Waivers. Masset may update or modify these Terms (including the  Additional Terms and any referenced policies and other documents) from time to time by posting a revised  version on the Website or Services or by notification via the email associated with your account. If a change  to these Terms materially modifies your rights or obligations, you may be required to click through the  updated Terms to show acceptance and to continue to use the Services. Material modifications are effective  upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term.  Immaterial modifications will become effective upon posting or notification, and continued use of the  Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does  not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.9, any modification or amendment to this Agreement must be made in writing  and signed by a duly authorized representative of each party (each in its discretion). No waiver will be  implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any  provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will  any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate  as a waiver of such provision or any other provision or of the right to enforce such provision or any other  provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving  party.

16.10. Headings. The headings used in this Agreement are for ease of reference only. They are  not intended as a complete re-statement of the matters contained under each heading, and you  acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

16.11. Severability. If any provision of this Agreement is found by any court of competent  jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so  that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.

16.12. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to  enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by  and for the legal entity or entities identified in the Subscription Documentation and not any affiliates.  Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate  agrees to these Terms individually and creates its own account.

16.13. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this  Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.

16.14. Entire Agreement. This Agreement, including these Terms and any applicable Subscription  Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s  subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and  representations with respect to the Masset Technology or any other subject matter covered by this  Agreement. Any terms provided by Client (including as part of any purchase order or other business form  used by Client) are for administrative purposes only and have no legal effect.

16.15. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts,  each of which will constitute an original, and all of which will constitute one and the same instrument. A  facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an  executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar  electronic transmission device pursuant to which the signature of or on behalf of such party can be seen,  and such execution and delivery will be considered valid, binding and effective for all purposes. At the  request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any  facsimile or other reproduction hereof.

16.16. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the  State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive  jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts  located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah,  and both parties submit to the personal jurisdiction of these courts.

16.17. Notice to California Residents. If you are a California resident, under California Civil Code  Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of  the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento,  California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services  or to receive further information regarding use of the Services.