1. Agreement to Terms

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT” OR “TERMS”) CAREFULLY. BY ACCESSING OR USING DAM SIMPLE (THE “SERVICE”), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
This Agreement is entered into by and between you and Brand Wings, LLC (“Company,” “we,” “us,” or “our”), an Illinois limited liability company, and governs your access to and use of DAM Simple, an AI-powered digital asset management system, including any related services, features, content, and applications (collectively, the “Service”).

2. Eligibility

The Service is intended solely for use by businesses and organizations. By using the Service, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal authority to bind the business or organization on whose behalf you are agreeing to these Terms; (c) you are acting on behalf of a legitimate business or organization; and (d) your use of the Service does not violate any applicable law or regulation.
Account holders may authorize additional users (“Sub-Users”) to access and use the Service under their account. Sub-Users must be at least 13 years of age. Account holders are responsible for ensuring that all Sub-Users comply with these Terms.

3. Account Registration and Security

To use the Service, you must register for an account and provide accurate, current, and complete information. You agree to update your information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activity that occurs under your account, including any activity by Sub-Users.
You agree to: (a) maintain the confidentiality of your account credentials; (b) immediately notify us at support@damsimple.ai of any unauthorized use of your account or any other breach of security; (c) ensure that all Sub-Users comply with these Terms; and (d) accept responsibility for all activities that occur under your account, whether or not authorized by you.

4. Service Description

DAM Simple is a cloud-based, AI-powered digital asset management system that allows users to upload, store, organize, and manage digital assets. The Service includes features such as AI-powered tagging, AI-generated descriptions, thumbnail generation, text extraction, and metadata extraction.
We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time, with or without notice, and without liability to you.

5. Fees and Payment

5.1 Pricing
Fees for the Service are as set forth on our website at the time of purchase, unless otherwise specified in a separate written sales contract between you and the Company.

5.2 Storage Fees for Deleted Assets
When you delete an asset (file) from the Service, it is retained for one (1) calendar month in case you wish to restore it. Any applicable storage fees will continue to apply to deleted assets during this retention period.

5.3 Payment
Payment is due via credit card unless otherwise specified in a separate written sales contract. You authorize us to charge your credit card for all fees due under this Agreement. You are responsible for providing accurate and current payment information.

5.4 Auto-Renewal
Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date. You authorize us to charge your payment method on file for the renewal term.

5.5 Price Changes
We reserve the right to change our prices at any time. We will provide at least 30 days’ notice before any price increase takes effect. Additionally, all subscriptions are subject to an automatic annual price increase of 5%, effective on the first billing cycle of each calendar year. No additional notice is required for this annual adjustment.

5.6 Failed Payments
If a payment fails, you will have a 5-day grace period to update your payment information. If payment is not received within the grace period, we may suspend or terminate your access to the Service.

5.7 No Refunds
All fees are non-refundable. No refunds or credits will be provided for partial months, unused features, or any other reason.

5.8 Taxes
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for all applicable taxes, except for taxes based solely on our income.

6. Cancellation and Termination

6.1 Cancellation by You
You may cancel your subscription at any time by contacting us at support@damsimple.ai. Upon cancellation, you will remain obligated to pay for the current month’s usage in full (not pro-rated). Your access to the Service will continue until the end of the current billing period.

6.2 Termination by Us
We reserve the right to suspend or terminate your access to the Service at any time, for any reason or no reason, with or without notice, and without liability to you.

6.3 Effect of Termination
Upon termination or cancellation, your right to access the Service immediately ceases. You are responsible for retrieving any data or files you need prior to termination, as you will no longer have access to the system after termination. Your data will be retained for 30 days following termination. If you require any data or files to be retrieved after termination, you may contact support@damsimple.ai to request retrieval on your behalf. Such retrieval services may be subject to fees, which will be discussed and agreed upon before any retrieval occurs. After the 30-day retention period, we may permanently delete all of your data and content without liability. If your account is terminated for cause (violation of these Terms), we may delete your data immediately with no retention period or retrieval option.

6.4 Survival
The following sections shall survive termination of this Agreement: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive.

7. Acceptable Use

7.1 Prohibited Content
You agree not to upload, store, or transmit any content that: (a) is illegal or violates any applicable law or regulation; (b) infringes any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right; (c) contains malware, viruses, or other harmful code; (d) is obscene or pornographic (except as noted below); (e) is defamatory, threatening, harassing, or abusive; (f) is harmful to minors; (g) violates any third party’s privacy rights; or (h) constitutes spam, phishing, or other deceptive content.
Certain adult content, such as artistic or educational content, may be permitted at the sole discretion of DAM Simple. If you require the ability to store such content, you must obtain prior account approval by contacting support@damsimple.ai.

7.2 Prohibited Activities
You agree not to: (a) reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service; (b) resell, sublicense, lease, or commercially redistribute the Service or access thereto; (c) interfere with or disrupt the Service, servers, or networks connected to the Service; (d) attempt to gain unauthorized access to any systems, networks, or data; (e) use the Service to send spam or unsolicited communications; (f) use automated tools, bots, or scrapers to access the Service without our prior written consent; (g) circumvent any usage limits, security measures, or access controls; (h) impersonate any person or entity or provide false information; or (i) use the Service for any illegal purpose.

8. User Content

8.1 Ownership
You retain all ownership rights in the content you upload to the Service (“User Content”). We do not claim ownership of your User Content.

8.2 License Grant
By uploading User Content to the Service, you grant us a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, transfer, display, process, reproduce, modify, and create derivative works of your User Content solely for the purpose of providing the Service to you. This includes the right to create thumbnails, generate AI tags and descriptions, and extract text and metadata. All such processing is performed solely for your account’s benefit and will not be shared externally or with other users. We may also use anonymized or aggregated data derived from your User Content (which does not identify you or your specific content) for analytics, benchmarking, service improvement, and marketing purposes.

8.3 Your Representations
You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and permissions to upload and use your User Content; (b) your User Content does not infringe, violate, or misappropriate any third party’s intellectual property rights, privacy rights, or other rights; and (c) your User Content complies with these Terms and all applicable laws.

9. DAM Simple Intellectual Property

9.1 Ownership
The Service, including all software, technology, designs, graphics, text, features, and content provided by us (excluding User Content), and all intellectual property rights therein, are and shall remain the exclusive property of Brand Wings, LLC and its licensors. This Agreement does not convey to you any ownership interest in the Service.

9.2 AI-Generated Outputs
All AI-generated tags, descriptions, metadata, and other outputs created by the Service (“AI Outputs”) are owned by Brand Wings, LLC. We grant you a limited, non-exclusive, non-transferable license to use AI Outputs solely in connection with your authorized use of the Service and your User Content. This license terminates upon termination of your account.

9.3 Feedback
If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Service (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we may use, implement, and commercialize any Feedback without restriction, attribution, or compensation to you.

10. Disclaimers

10.1 “As Is” Service
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO 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, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.2 AI Accuracy
THE AI-GENERATED TAGS, DESCRIPTIONS, METADATA, AND OTHER AI OUTPUTS MAY CONTAIN ERRORS OR INACCURACIES. YOU ACKNOWLEDGE AND AGREE THAT AI OUTPUTS SHOULD NOT BE RELIED UPON FOR CRITICAL DECISIONS AND ARE PROVIDED FOR CONVENIENCE ONLY. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUTS.

10.3 No Uptime Guarantee
We do not guarantee any specific level of availability or uptime for the Service. The Service may be subject to scheduled and unscheduled maintenance, and we shall have no liability for any downtime or interruption.

10.4 Third-Party Service Providers
The Service relies on third-party service providers for hosting, storage, AI processing, and other functions. WE ARE NOT LIABLE FOR ANY ACTS, OMISSIONS, SECURITY BREACHES, DATA LOSS, OR SERVICE FAILURES CAUSED BY OUR THIRD-PARTY SERVICE PROVIDERS. You acknowledge and agree that your sole remedy for any such issues shall be against the third-party provider directly, to the extent permitted by law, and not against us.

11. Limitation of Liability

11.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Time Limitation on Claims
You agree that any claim arising out of or related to this Agreement or the Service must be filed within thirty (30) days after you become aware of the facts giving rise to the claim, or such claim shall be forever barred. In no event may any claim be brought more than one (1) year after the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Brand Wings, LLC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content, including any claim that your User Content infringes or misappropriates any third party’s intellectual property or other rights; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any claim by your end users, customers, or Sub-Users; or (e) your use of the Service.

13. Copyright Infringement (DMCA)

We respect the intellectual property rights of others. If you believe that any content on the Service infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing:
(a) A physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) Identification of the copyrighted work claimed to have been infringed; (c) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (d) Your contact information, including address, telephone number, and email address; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
DMCA notices should be sent to our designated agent at: support@damsimple.ai
Upon receipt of a valid DMCA notice, we will remove or disable access to the allegedly infringing material and notify the user who uploaded the content. Users may submit a counter-notification if they believe the takedown was in error.

14. Disclosure to Authorities

We may disclose your account information, User Content, or other data to government agencies, law enforcement, or other authorities in response to requests that we believe in good faith to be valid legal process, including subpoenas, court orders, search warrants, or other governmental or regulatory requests. We may make such disclosures without prior notice to you, particularly where we are legally prohibited from providing notice or where notice could compromise an investigation. You acknowledge and agree that we shall have no liability to you for any such disclosure made in good faith.

15. Dispute Resolution

15.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

15.2 Mandatory Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered in DuPage County, Illinois. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees in connection with the arbitration.

15.3 Waiver of Jury Trial
YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

15.4 Class Action Waiver
YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by sending an email to the address associated with your account. Your continued use of the Service after such notification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to cancel your subscription and stop using the Service.

17. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may assign this Agreement freely, in whole or in part, without notice to you, including to any parent, subsidiary, affiliate, or successor in connection with any merger, acquisition, reorganization, or sale of assets.

18. General Provisions

18.1 Entire Agreement
This Agreement, together with our Privacy Policy and any separate written sales contract, constitutes the entire agreement between you and us regarding the Service and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings.

18.2 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 No Waiver
Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Brand Wings, LLC.

18.4 Force Majeure
Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government action, power failures, internet or telecommunications failures, or third-party service provider failures.

18.5 No Third-Party Beneficiaries
This Agreement is solely for the benefit of the parties hereto and does not create any third-party beneficiary rights.

18.6 Relationship of Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and us. You are an independent party and have no authority to bind us in any way.

19. Third-Party Links and Services

The Service may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable for any damage or loss caused by or in connection with your use of any such third-party websites or services.

20. Contact Information

If you have any questions about these Terms or the Service, please contact us at:
Brand Wings, LLC
Email: support@damsimple.ai
Website: www.damsimple.ai