AsDrawn Platform Terms of Service

Welcome to AsDrawn, practice management software for architecture and engineering firms (the "Service"), available at https://asdrawn.net (the "Site").

These Terms of Service, together with your Order Information (defined below) and the Data Processing Addendum, form a legally binding agreement (the "Agreement") between you ("you," "your," or "Customer") and AsDrawn LLC, a Missouri limited liability company ("AsDrawn," "we," "us," or "Company"). Each is a "Party" and together the "Parties."

By checking the "I agree to the Terms of Service" box, creating an account, or accessing or using any part of the Service, you agree to be bound by this Agreement. If you do not agree, do not access or use the Service.

Your acceptance of these Terms also constitutes your acceptance and signature of the Data Processing Addendum available at https://asdrawn.net/dpa (the "DPA"), which is incorporated into this Agreement by reference. No separate signature is required.

If you have executed a separate written subscription agreement with us, that agreement controls to the extent it conflicts with these Terms.

Changes to These Terms

We may modify this Agreement from time to time. The "Last Updated" date above reflects the most recent changes. If we make material changes, we will notify you by email to the address associated with your account or by notice within the Service at least thirty (30) days before the changes take effect. Changes will not apply retroactively. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to the modified terms, you may terminate under Section 15.3 and stop using the Service. Section 7.3 is subject to additional limits on amendment, stated in that Section.

1. Definitions

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests.

1.2 "AI Features" means any feature of the Service that uses machine learning or generative artificial intelligence to generate, summarize, extract, classify, or suggest content or data.

1.3 "Authorized User" means an individual employed by, or engaged as a contractor of, Customer or a Customer Affiliate, whom Customer permits to access the Service under Customer's account, and for whom Customer holds a paid Seat. Non-Billable Users are not Authorized Users and do not require a Seat.

1.4 "Company IP" means the Service, the software underlying it, algorithms, interfaces, technology, databases, tools, know-how, processes, methods, and documentation used to provide the Service, together with all improvements, modifications, enhancements, and derivative works of the foregoing, and all intellectual property rights in any of the foregoing. Company IP does not include Customer Data.

1.5 "Confidential Information" has the meaning given in Section 16.

1.6 "Customer Data" means all data, files, records, and information submitted, uploaded, imported, or otherwise made available to the Service by Customer or its Users, including project records, fee and budget data, timesheets, staffing allocations, financial figures, client information, and any personal information contained therein.

1.7 "Documentation" means the then-current user guides, help center articles, in-product guidance, and technical documentation, if any, that we make generally available for the Service. We may add to or revise the Documentation from time to time.

1.8 "Non-Billable User" means an individual assigned the Admin role within the Service. A Non-Billable User may view invoicing, billing, and reporting records, and may manage account settings, user invitations, and billing information, but has no ability to log or edit time, or to create, edit, or delete any project, fee, phase, staffing, rate, or client record.

1.9 "Order Information" means the terms of your subscription, as (i) presented to you at the time you subscribed through the Site, (ii) reflected in your selections within the Service, or (iii) set out in a written order form or custom agreement signed by both Parties.

1.10 "Seat" means one licensed Authorized User position.

1.11 "Subprocessor" means a third party we engage to process Customer Data in connection with providing the Service, as described in Section 7.2 and listed in the DPA.

1.12 "Subscription Term" has the meaning given in Section 14.3.

1.13 "Updates" means bug fixes, patches, and maintenance releases we make generally available for the Service.

1.14 "Users" means, collectively, Authorized Users and Non-Billable Users.

2. Eligibility and Authority

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are entering into this Agreement on behalf of a firm, company, or other entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity.

3. The Service

3.1 Provision. Subject to this Agreement and Customer's payment of applicable fees, we will make the Service available to Customer as described in the Order Information and Documentation.

3.2 Updates and Changes. We may provide Updates and may modify, add, or remove features of the Service from time to time. We will not materially degrade the core functionality of the Service during a paid Subscription Term without providing notice and, at Customer's election, a prorated refund of prepaid fees for the affected period.

3.3 Not Professional Advice. The Service provides tools for tracking, calculating, forecasting, and reporting project and firm financial information. The Service is not a substitute for professional accounting, tax, legal, actuarial, or licensed design judgment, and its outputs do not constitute professional advice. Customer is solely responsible for reviewing and verifying the accuracy of any figure, forecast, invoice, report, calculation, or AI-generated output produced by or through the Service before relying on it, before transmitting it to a client or third party, and before using it as the basis for any business, contractual, or financial decision. Customer remains solely responsible for its own professional obligations, including those arising under its professional licensure, its client agreements, and applicable law.

3.4 AI Features.

(a) Current status. As of the Last Updated date above, the Service does not include any AI Feature that processes Customer Data, and no artificial intelligence provider is engaged as a Subprocessor. This Section governs if and when we introduce an AI Feature. We will add any AI provider to our Subprocessor list and provide Customer at least thirty (30) days' notice under Section 7.2 before any AI Feature processes Customer Data.

(b) How AI Features would work. Where an AI Feature processes Customer Data, we may transmit that Customer Data to a third-party AI provider engaged as a Subprocessor solely to generate the requested output and return it to Customer.

(c) Our commitments. We will engage AI providers only under terms that (i) prohibit the provider from using Customer Data to train, fine-tune, or improve any model, and (ii) require the provider to retain Customer Data only as long as necessary to return the output, or under a zero-retention configuration where available. AI providers engaged for AI Features are identified on our Subprocessor list. Nothing in this Section permits us to use Customer Data to train models or to develop benchmark, industry, or comparative data products; Section 7.3 governs and prohibits those uses.

(d) Customer control. Where we make an AI Feature optional, Customer may disable it through account settings. We will not enable an AI Feature that transmits Customer Data to a third-party AI provider by default without notifying Customer in advance.

(e) Accuracy. AI-generated output may be incomplete, inaccurate, or misleading. AI Features are provided as an aid to Customer's own judgment and are subject to Section 3.3. We do not warrant the accuracy of any AI-generated output, and the warranty in Section 20.2 does not apply to AI Features.

(f) Our internal tools. We use artificial intelligence tools in developing and operating the Service. We do not provide Customer Data to those tools.

4. Accounts, Seats, and Users

4.1 Account Registration. Customer must provide accurate, current, and complete information when registering and must keep that information updated.

4.2 Seats. Customer may permit access by Authorized Users only up to the number of paid Seats it holds. Each User must have unique login credentials. Credentials may not be shared. Customer may reassign a Seat to a different individual when a prior Authorized User no longer requires access.

4.3 Non-Billable Users. Customer may designate an unlimited number of Non-Billable Users at no charge. Non-Billable Users are not counted toward Customer's Seat total. Any individual who logs time, or who creates, edits, deletes, or exports project, fee, phase, staffing, or rate records, requires a Seat regardless of the role assigned to them. The access available to Non-Billable Users is determined by the Admin role configuration we make generally available and may be expanded by us, but will not be narrowed during a Subscription Term in a manner that materially reduces the access described in Section 1.8.

4.4 Affiliates. Customer may permit its Affiliates and their personnel to use the Service under Customer's account. Customer remains responsible for their compliance with this Agreement and for all fees attributable to their use.

4.5 Responsibility. Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account, whether or not authorized. Customer will ensure its Users comply with this Agreement, and Customer is responsible for their acts and omissions as if they were Customer's own.

4.6 Unauthorized Access. Customer will notify us promptly at info@asdrawn.net upon discovering or suspecting any unauthorized access to or use of its account.

5. Right to Access

Subject to this Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Service during the Subscription Term for Customer's internal business purposes, in accordance with this Agreement and any applicable Documentation. No rights are granted other than those expressly stated.

6. Use Restrictions

Customer will not, and will not permit any User or third party to:

1. Violate any applicable law or regulation, or infringe or misappropriate any third-party right, in connection with the Service;
2. Access or use another user's account or credentials without authorization;
3. Impersonate any person or entity, or misrepresent an affiliation;
4. Sell, resell, rent, lease, or provide the Service on a service-bureau basis to any third party;
5. Copy, reproduce, distribute, publicly display, or create derivative works from the Service, except as expressly permitted;
6. Remove, obscure, or alter any proprietary notices or markings;
7. Reverse engineer, decompile, or disassemble any part of the Service, or attempt to discover its source code, except to the extent this restriction is prohibited by applicable law;
8. Circumvent or attempt to circumvent any access control, rate limit, or security measure;
9. Use scraping, robots, or other automated extraction methods against the Service, other than through APIs we make available and in accordance with their documented terms;
10. Interfere with, disrupt, overburden, or impair the Service or the servers or networks supporting it;
11. Upload or transmit malicious code, or use the Service to distribute spam or unsolicited bulk communications;
12. Use the Service to develop, or to provide material assistance in developing, a product or service that competes with the Service; or
13. Use the Service for any unlawful or unauthorized purpose.

Our failure to enforce this Section in any instance is not a waiver of our right to enforce it in any other instance.

7. Customer Data

7.1 Ownership. As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. If Customer is an entity, that entity owns and controls the Customer Data, including data entered by individual Users.

7.2 Limited License and Subprocessors. Customer grants us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, and display Customer Data solely to the extent necessary to provide, secure, maintain, and support the Service for Customer, and to comply with law. We may exercise this license through our personnel, contractors, and Subprocessors, provided that we (a) impose data protection obligations on each Subprocessor no less protective than those in this Agreement and the DPA, and (b) remain fully responsible for each Subprocessor's performance and compliance as if it were our own. A current list of Subprocessors is maintained in the DPA. We will notify Customer at least thirty (30) days before adding or replacing a Subprocessor, and Customer may object within thirty (30) days on reasonable data-protection grounds as described in the DPA.

7.3 No Other Use. We will not use, mine, aggregate, deidentify, or analyze Customer Data to develop or improve products or services beyond providing the Service to Customer, to create benchmarking, industry, or comparative data products, to train machine learning models, or for advertising, and we will not sell, rent, or license Customer Data or any derivative of it to any third party. Nothing in this Section restricts our use of aggregate technical telemetry that does not derive from and cannot be used to reconstruct Customer's project, financial, client, or personnel data — for example, feature-usage counts, error rates, page load times, and similar operational metrics.

The commitments in this Section 7.3 are a material inducement to Customer's use of the Service. Notwithstanding the section titled "Changes to These Terms," we will not amend this Section 7.3 in any manner that reduces the protections it provides with respect to Customer Data submitted prior to the amendment. This Section binds our successors and assigns, including any acquirer of us or of substantially all of our assets, and survives any assignment permitted under Section 25.2.

7.4 Customer Responsibilities. Customer represents and warrants that it has all rights, consents, and authority necessary to submit Customer Data to the Service and to grant the license in Section 7.2, and that Customer Data does not infringe or misappropriate any third-party right.

7.5 Backups. We maintain routine backups of the Service as part of our operations. Customer remains responsible for exporting and retaining its own copies of Customer Data it wishes to preserve independently. See Section 15.6 regarding Customer's professional records-retention obligations.

7.6 Export During the Subscription Term. At any time during an active subscription, Customer may obtain its Customer Data — including project, fee, phase, staffing, time-entry, invoice, and client records — in CSV format, without charge and without quantity limit. Certain exports are available on demand through self-serve tools within the Service. For any Customer Data not covered by a self-serve export, and for a complete export of all Customer Data, Customer may request it in writing at info@asdrawn.net and we will provide it in CSV format at no charge, promptly and in any event within fifteen (15) business days of the request. We will not condition any export on Customer's account being current, on Customer agreeing not to cancel, or on payment of any export, retrieval, or unlocking fee.

8. Company IP

We and our licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Company IP, including all Updates, improvements, modifications, and enhancements. Except for the limited rights expressly granted in Section 5, Customer acquires no rights, express or implied, in the Company IP, and all rights not expressly granted are reserved.

9. Feedback

If Customer or a User provides suggestions, ideas, feature requests, or other feedback regarding the Service ("Feedback"), Customer grants us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license to use and exploit that Feedback for any purpose without obligation or compensation. Feedback is provided voluntarily and will not be considered Customer's Confidential Information. This Section does not grant us any rights in Customer Data.

10. Trademarks and Publicity

10.1 Our Marks. "AsDrawn," our logos, product names, and the look and feel of the Service are our trademarks and may not be used without our prior written permission. All other marks referenced in connection with the Service are the property of their respective owners.

10.2 Customer Marks. We may identify Customer as a customer of the Service and use Customer's name and logo for that purpose in our marketing materials, in accordance with any trademark usage guidelines Customer provides. Customer may opt out at any time by written notice to info@asdrawn.net, and we will discontinue use in materials produced after that notice within thirty (30) days. We acquire no other rights in Customer's name or logo. We will not characterize Customer as endorsing the Service, or publish any quotation, case study, or statement attributed to Customer, without Customer's prior written consent.

11. Third-Party Services

The Service may interoperate with third-party applications, integrations, or services ("Third-Party Services"), including payment processing provided by Stripe, Inc. and, where Customer enables it, accounting integration with QuickBooks Online. A Third-Party Service that Customer chooses to enable becomes a Subprocessor only upon Customer enabling it, and Customer's decision to enable it constitutes Customer's instruction to transmit the associated Customer Data to that Third-Party Service. Third-Party Services are governed by their own terms and privacy policies. We do not control, endorse, or assume responsibility for any Third-Party Service, and Customer's use of a Third-Party Service is at Customer's own risk. Customer acknowledges that the availability and operation of portions of the Service may depend on Third-Party Services, and that interruptions in those services may affect the Service.

12. Free Trials

12.1 Trial Period. Where we offer a free trial, the Service will be made available to Customer at no charge for thirty (30) days, or such other period as we specify in writing, beginning on account activation (the "Trial Period"), unless the trial is terminated earlier or Customer converts to a paid subscription.

12.2 Conversion. At the end of the Trial Period, the trial expires automatically unless Customer converts to a paid subscription. Converted subscriptions are billed at our then-standard subscription rates and are governed by the full terms of this Agreement.

12.3 Trial Terms. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SERVICE IS PROVIDED DURING THE TRIAL PERIOD "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, INDEMNITY, SERVICE LEVEL, OR SUPPORT COMMITMENT. Sections 20.2 (Our Service Warranty), 19 (Support), and 23.1 (Indemnification by Us) do not apply during the Trial Period. Either Party may terminate a free trial at any time, for any reason, on written notice and without further obligation or liability.

12.4 Data During and After a Trial. Sections 7.1 through 7.6 (Customer Data), 16 (Confidentiality), 17 (Security), and 18 (Privacy and Data Protection) apply in full during the Trial Period. If Customer does not convert to a paid subscription, Customer may export its Customer Data for thirty (30) days after the Trial Period ends, after which we will delete it in accordance with Section 15.5.

12.5 Liability During a Trial. Because no fees are paid during a Trial Period, the cap in Section 22.2 is calculated by reference to fees actually paid, and Customer acknowledges that this may result in a cap of zero for claims arising during a Trial Period. Section 22.4 (Exclusions from All Caps) continues to apply in full.

13. Implementation and Data Migration

13.1 Migration Services. Where we agree to assist Customer in migrating existing records into the Service ("Migration Services"), we will provide those services at no additional charge.

13.2 Customer Responsibilities. Customer will supply the source data to be migrated and represents that it is accurate, complete, and lawfully provided. We are not responsible for errors, omissions, or inconsistencies present in the source data.

13.3 Verification Window. Customer will review the migrated data and notify us in writing of any migration errors within thirty (30) days after we notify Customer that migration is complete. We will correct any migration error Customer identifies within that window at no charge. After the verification window closes, migrated data is treated as Customer Data supplied by Customer, and Section 3.3 applies to Customer's use of it.

13.4 No Other Warranty. Except for our obligation to correct identified migration errors under Section 13.3, Migration Services are provided without warranty of any kind, and Sections 21 and 22 apply to them in full.

14. Fees, Billing, and Renewal

14.1 Subscription Fees. Customer will pay the fees set forth in the Order Information ("Subscription Fees"). Subscriptions are billed in advance on a per-Seat basis, on either a monthly or an annual billing cycle as selected by Customer in the Order Information. Annual subscriptions are charged in full at the commencement of each Subscription Term. Non-Billable Users are not charged. Custom pricing may be set out in a signed order form.

14.2 Payment Authorization. Customer authorizes us, directly or through Stripe, to charge Customer's designated payment method for all Subscription Fees and applicable taxes, without offset or deduction, on each billing date. Customer is responsible for keeping payment information current. We do not pass payment processing fees through to Customer.

14.3 Subscription Term and Automatic Renewal. The initial Subscription Term begins on the date Customer's subscription is activated and continues for one (1) month for monthly subscriptions or twelve (12) months for annual subscriptions, unless a different term is stated in the Order Information (each, a "Subscription Term"). The subscription automatically renews for successive periods equal to the then-current Subscription Term until cancelled. No cancellation fee applies to either billing cycle.

(a) Monthly subscriptions. Customer may cancel at any time through the account settings in the Service, effective at the end of the then-current Subscription Term.

(b) Annual subscriptions. Customer may elect not to renew by giving notice through the account settings in the Service or in writing at least thirty (30) days before the end of the then-current Subscription Term. Customer may also cancel at any time during an annual Subscription Term, in which case the cancellation takes effect at the end of that Subscription Term and, subject to Section 14.6, prepaid fees for the remainder of the term are not refunded.

(c) Switching cycles. Customer may switch between monthly and annual billing effective at the start of the next Subscription Term.

14.4 Seat Changes. Customer may add Seats at any time. Added Seats are charged on a prorated basis for the remainder of the then-current Subscription Term and at the full rate thereafter, and are made coterminous with the existing Subscription Term. Reductions in Seats take effect at the start of the next Subscription Term; Seat counts on an annual subscription may not be reduced mid-term, and no refund or credit is issued for Seats removed during an annual Subscription Term.

14.5 Price Changes. We may change Subscription Fees on at least thirty (30) days' prior notice to Customer. Changes take effect at the start of the next Subscription Term following the notice, and will not change the price of an annual Subscription Term already paid for. If Customer does not accept a price change, Customer may cancel or decline renewal before it takes effect.

14.6 No Refunds. Except as expressly stated in Sections 3.2, 15.4, and 20.2, all Subscription Fees are non-refundable and are not prorated upon cancellation or termination. Fees accrued through the effective date of termination remain payable.

14.7 Late Payment. If a payment method fails, we may retry and may charge any other payment method on file. We may suspend access to the Service for amounts more than ten (10) days past due, after providing notice and a reasonable opportunity to cure. Past due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Suspension for non-payment does not delete Customer Data, and we will continue to make export functionality available to Customer during any suspension.

14.8 Taxes. Subscription Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes imposed on its purchase or use of the Service, excluding taxes based on our net income. Where we are required to collect such taxes, they will be added to Customer's invoice.

15. Term, Termination, and Data Export

15.1 Term. This Agreement begins on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

15.2 Termination by Customer. Customer may cancel its subscription at any time under Section 14.3.

15.3 Termination for Cause. Either Party may terminate this Agreement on written notice if the other Party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice describing it. We may suspend or terminate immediately if Customer's use of the Service creates a material security risk, violates law, or exposes us to legal liability.

15.4 Termination for Insolvency. Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy or receivership proceedings not dismissed within sixty (60) days, or ceases to do business. If we terminate the Service in its entirety for reasons other than Customer's breach, we will refund prepaid, unused Subscription Fees on a prorated basis.

15.5 Data Export Window. For sixty (60) days following expiration or termination, Customer may access its account in a limited, export-only capacity to retrieve Customer Data in CSV format. We will provide reasonable assistance with export during this window at no charge, including generating and delivering a complete export on Customer's request. After that sixty (60) day period, we will delete Customer Data from active production systems, and will delete or overwrite it from backups in the ordinary course of our backup rotation, except where retention is required by law. Customer may request earlier deletion in writing, and we will comply within thirty (30) days.

15.6 Records Retention — Customer Acknowledgment. Customer acknowledges that architecture, engineering, and other design professionals are commonly subject to statutes of repose, professional licensure requirements, client contract terms, and professional liability insurance conditions that require retention of project and financial records for periods substantially longer than the export window in Section 15.5 — in some jurisdictions ten (10) years or more. We do not retain Customer Data as a records-retention service and are not a system of record for those purposes. Customer is solely responsible for exporting and independently retaining any Customer Data it is required to preserve, and for doing so before the export window closes. We encourage Customer to export its data periodically during the Subscription Term under Section 7.6.

15.7 Effect of Termination. On termination, the rights granted in Section 5 end and Customer must stop using the Service. Sections 1, 6, 7.1, 7.3, 7.4, 8, 9, 10.1, 12.3, 12.5, 13.4, 14.6, 15.5, 15.6, 15.7, 16, 18, 20, 21, 22, 23, 24, and 25 survive.

16. Confidentiality

16.1 Definition. "Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service and our non-public technical and business information are our Confidential Information.

16.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully obtained from a third party without breach of any obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

16.3 Obligations. The Receiving Party will hold Confidential Information in confidence, use it only as necessary to perform under or exercise its rights under this Agreement, and disclose it only to employees, contractors, advisors, and Subprocessors who need to know and who are bound by confidentiality obligations at least as protective as these. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives the Disclosing Party reasonable advance notice where legally permitted so the Disclosing Party may seek protective relief.

16.4 Duration. These obligations continue for three (3) years after disclosure, except that obligations with respect to Customer Data and to information constituting a trade secret continue for as long as the information remains a trade secret under applicable law.

17. Security

17.1 Security Program. We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, appropriate to the nature of the data and the size and complexity of our operations. Our current technical and organizational measures are described in the DPA.

17.2 Measures. These safeguards include: encryption of Customer Data in transit using TLS; encryption of Customer Data at rest, as provided by our hosting and database Subprocessors; role-based access controls limiting internal access to personnel with a business need; unique credentials for each individual with access to production systems; and periodic review of our security practices and those of our Subprocessors.

17.3 Multi-Factor Authentication. Where we make multi-factor authentication available within the Service, Customer is responsible for enabling and requiring its use by its Users. Section 22.6 addresses the allocation of risk for unauthorized access that multi-factor authentication would have prevented.

17.4 Incident Notification. We will notify Customer without undue delay after becoming aware of a security incident that has resulted in unauthorized access to or disclosure of Customer Data, and in any event within the timeframe required by applicable law. Our notice will describe the nature of the incident, the categories of Customer Data involved, and the steps we are taking, to the extent that information is reasonably available to us at the time, and we will supplement it as further information becomes available.

18. Privacy and Data Protection

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, available at https://asdrawn.net/privacy. Our processing of personal information contained in Customer Data on Customer's behalf is governed by the DPA, which is incorporated into this Agreement by reference and is deemed accepted by Customer upon acceptance of this Agreement. In the event of a conflict between the DPA and these Terms with respect to the processing of personal information, the DPA controls. Customer is responsible for providing any notices and obtaining any consents required under applicable law with respect to Customer Data it submits to the Service, including data about its personnel and clients.

19. Support

We provide support by email at info@asdrawn.net. We will respond to Customer's support inquiries within a reasonable timeframe. Support is not provided during a Trial Period as a contractual commitment, though we may provide it as a courtesy.

20. Representations and Warranties

20.1 Mutual. Each Party represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction of formation, has the power and authority to enter into and perform this Agreement, and will comply with all laws applicable to its performance.

20.2 Our Service Warranty. We warrant that, during a paid Subscription Term, the Service will perform materially as described in the Order Information and in any Documentation we make generally available. Customer's sole and exclusive remedy, and our sole obligation, for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we are unable to do so within thirty (30) days after Customer's written notice, Customer may terminate the affected subscription and receive a prorated refund of prepaid, unused Subscription Fees. This warranty does not apply to AI Features, to any Trial Period, or to issues caused by Customer Data, Customer's misuse of the Service, Third-Party Services, or use of the Service other than in accordance with this Agreement and any applicable Documentation.

20.3 Export Compliance. Each Party represents that it is not named on any U.S. government denied-party list. Customer will not access or use the Service from an embargoed country or in violation of U.S. export laws.

21. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 20.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT AI-GENERATED OUTPUT WILL BE ACCURATE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WE DISCLAIM ALL LIABILITY FOR THE ACTS AND OMISSIONS OF THIRD PARTIES AND FOR ANY THIRD-PARTY SERVICES. THIS SECTION DOES NOT LIMIT OUR RESPONSIBILITY FOR SUBPROCESSORS UNDER SECTION 7.2.

22. Limitation of Liability

22.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 General Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS STATED IN SECTION 22.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

22.3 Allocation of Risk. The Parties agree that the limitations in this Section are an essential element of the bargain and reflect an allocation of risk reflected in the Subscription Fees, and will apply notwithstanding the failure of essential purpose of any limited remedy.

22.4 Exclusions from All Caps. The limitations in Sections 22.1 and 22.2 do not apply to: (a) either Party's indemnification obligations under Section 23; (b) Customer's payment obligations under Section 14; (c) either Party's gross negligence, willful misconduct, or fraud; (d) Customer's breach of Section 6 (Use Restrictions) or infringement of our intellectual property rights; or (e) our breach of Section 7.3.

22.5 Customer Data and Confidentiality. For the avoidance of doubt, and except as provided in Section 22.4, our aggregate liability for all claims arising out of unauthorized access to or disclosure of Customer Data, including any breach of Section 16 (Confidentiality) with respect to Customer Data, is subject to the general cap in Section 22.2 and is not excluded from it.

22.6 Credentials and Authentication. Customer is responsible for safeguarding all login credentials of its Users. Where we make multi-factor authentication available within the Service, we will not be liable for damages arising from unauthorized access that the correct configuration and use of multi-factor authentication would have prevented, or from credentials that Customer or its Users failed to keep confidential. This Section does not limit our liability for unauthorized access resulting from a failure of our own systems or those of our Subprocessors.

23. Indemnification

23.1 By Us. We will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes or misappropriates that third party's United States patent, copyright, trademark, or trade secret rights, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Third-Party Services, AI-generated output, modifications to the Service not made by us, or use of the Service in violation of this Agreement or outside the Documentation. If the Service becomes, or we believe it may become, subject to such a claim, we may at our option procure the right for Customer to continue using it, modify or replace it to make it non-infringing, or terminate the affected subscription and refund prepaid, unused Subscription Fees.

23.2 By Customer. Customer will defend us and our members, officers, employees, and agents against any third-party claim arising from (a) Customer Data, including any allegation that it infringes or misappropriates third-party rights or violates applicable law; (b) Customer's or its Users' use of the Service in violation of this Agreement or applicable law; or (c) Customer's breach of its representations and warranties under Section 20. Customer will indemnify us for damages and reasonable attorneys' fees finally awarded or agreed in settlement.

23.3 Procedure. The indemnified Party will promptly notify the indemnifying Party of the claim, give the indemnifying Party sole control of the defense and settlement (provided that no settlement imposing liability or admitting fault on the indemnified Party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense.

24. Governing Law and Dispute Resolution

24.1 Governing Law. This Agreement is governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state courts located in Cass County, Missouri, and the United States District Court for the Western District of Missouri, and waive any objection based on inconvenient forum.

24.3 Waiver of Jury Trial. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24.4 Informal Resolution. Before filing any claim, the Parties will attempt in good faith to resolve the dispute through discussion for thirty (30) days after written notice describing the dispute.

24.5 Equitable Relief. Nothing in this Section prevents either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

25. Miscellaneous

25.1 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, government action, power or telecommunications failures, internet outages, and denial-of-service attacks. If such an event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement on written notice, and we will refund prepaid, unused Subscription Fees on a prorated basis.

25.2 Assignment. Neither Party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except that either Party may assign it without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns. Any assignment by us is subject to Section 7.3.

25.3 Independent Contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, or employment relationship.

25.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

25.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

25.6 No Waiver. No failure or delay in exercising any right operates as a waiver of it. Waivers must be in writing.

25.7 Modifications. Except as provided under "Changes to These Terms," no modification of this Agreement is effective unless in writing and signed by an authorized representative of each Party.

25.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

25.9 Notices. Notices to us must be sent in writing to AsDrawn LLC, 117 S Lexington Street, Suite 100, Harrisonville, MO 64701, USA, with a copy by email to info@asdrawn.net. Notices to Customer will be sent to the email address associated with Customer's account or posted within the Service. Notices sent by email are deemed given on the business day after sending; notices posted within the Service are deemed given the same day; notices sent by certified mail are deemed given three (3) business days after mailing.

25.10 Order of Precedence. In the event of a conflict, the following order of precedence applies: (1) a written order form or custom agreement signed by both Parties; (2) the DPA, with respect to the processing of personal information; (3) these Terms; (4) the Order Information; (5) any other page or policy referenced in these Terms.

25.11 Entire Agreement. This Agreement, together with the Order Information, the DPA, and the Privacy Policy, is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral. Any conflicting or additional terms in a Customer purchase order or similar document are void.

AsDrawn LLC
117 S Lexington Street, Suite 100
Harrisonville, MO 64701, USA
info@asdrawn.net