1. Ownership

1. Service & IP: The Lucid DAM platform, websites, software, APIs, documentation, designs, and all related intellectual property are owned by Lucid DAM and its licensors and are protected by law. We grant you only the rights expressly stated in these Terms.
2. Customer Content You retain all rights in digital assets, metadata, and other content you upload or provide (“Customer Content”). You grant Lucid DAM a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create technical copies of Customer Content solely to provide and improve the Service.
3. Usage Data & Feedback We may generate and use aggregated, de-identified analytics (e.g., usage, performance) to operate and improve the Service. If you send us ideas or feedback, you grant us a perpetual license to use them without restriction or compensation.

2. Acceptance of Terms

1. Your use of the Service is subject to these Terms and any Order Form, Service-level agreement (SLA), Data Processing Addendum (DPA), or other written agreement between you and Lucid DAM.
2. If you do not agree, do not use the Service. If you have a separate signed master agreement with Lucid DAM, that agreement will control where any conflict exists.

3. Service Description

1. What we provide: Lucid DAM is a cloud-based platform to store, manage, transform, approve, and distribute digital assets and related metadata, including search, versioning, rights management, integrations, and analytics (the “Service”).
2. Subscription: Access is provided on a subscription basis per the plan you select (e.g., seats, storage, API limits). Subscriptions renew automatically for successive terms unless cancelled as described in Section 6.
3. Integrations: The Service may interoperate with third-party tools (e.g., Adobe, Google Drive, Slack, Shopify, Zapier). Those tools are provided by third parties under their own terms. We aren’t responsible for third-party services.
4. Beta/Free Features: We may offer preview, beta, or free features. They are provided as-is and may be changed or discontinued at any time.
5. Availability: We aim for high availability, but the Service may be unavailable during maintenance, outages, or for reasons outside our control.

4. Account Information

1. Registration & Eligibility: You must provide accurate information and keep it up to date. You must be at least 16 (or the age of digital consent in your jurisdiction).
2. Your Responsibility: You're responsible for (a) all activity under your accounts, (b) safeguarding usernames, passwords, and API keys, and (c) complying with these Terms. Notify us immediately of any unauthorized use or security incident at hello@luciddam.com
3. Admins: If your account is created by an organization, that organization is your account owner and can manage, suspend, or terminate access.

5. Acceptable Use

You agree not to, and not to allow others to:

• Violate law or others’ rights (including IP, privacy, publicity).
• Upload malware or harmful code, or attempt to probe or breach the Service or its infrastructure.
• Circumvent technical controls, rate limits, or usage caps.
• Use the Service to store or share content that is illegal, defamatory, obscene, exploitative, or hateful.
• Send spam, conduct phishing, or engage in fraudulent or deceptive practices.
• Reverse engineer, decompile, or create derivative works of the Service except to the extent such restriction is prohibited by law.
• Resell, rent, or provide the Service to third parties except as permitted in an Order Form.

We may suspend or terminate access for violations.

6. Fees, Taxes, and Payment

1. Fees: You agree to pay the fees for your selected plan and any overages (e.g., seats, storage, bandwidth, API calls).
2. Auto-Renewal: Subscriptions renew automatically for the same term unless you cancel before the renewal date through the admin console or by written notice.
3. Invoices & Payment: Fees are due as stated in your Order Form or billing page. Late amounts may incur finance charges and reasonable collection costs.
4. Taxes: Fees are exclusive of taxes. You’re responsible for all applicable taxes, duties, and similar assessments (excluding taxes based on our net income).
5. Price Changes: We may adjust pricing at renewal with prior notice.
6. Refunds: Unless required by law or expressly stated otherwise in an Order Form or a written guarantee, all fees are non-refundable.

7. Security & Privacy

1. Security: We maintain administrative, physical, and technical safeguards designed to protect the Service and Customer Content. No method of transmission or storage is 100% secure.
2. Data Processing: If we process personal data on your behalf, the parties will comply with applicable privacy laws and any agreed Data Processing Addendum (DPA), which is incorporated by reference.
3. Incident Response: We will notify you of security incidents as required by law and our DPA.

8. Content & Takedowns

1. Your Content: You are solely responsible for Customer Content and your use of it (including obtaining necessary rights and consents).
2. Removal: We may remove or disable access to Customer Content that we reasonably believe violates these Terms or law.
3. Copyright Notices (DMCA): To report alleged infringement, email hello@luciddam.com with: (a) your contact info, (b) identification of the infringing material, (c) your statement of good-faith belief, and (d) a statement under penalty of perjury that you are authorized to act, signed electronically.

9. Suspension & Termination

1. By You: You may cancel at any time effective at the end of your current term (or as otherwise stated in your Order Form).
2. By Us: We may suspend or terminate access for material breach (including non-payment) if not cured within 10 days after notice, or immediately to comply with law or protect the Service.
3. Effect: Upon termination, your right to use the Service ends. We will make Customer Content export tools available for a reasonable period (typically 30 days) unless prohibited by law or your account is terminated for egregious violations. We may delete Customer Content thereafter.

10. Warranties, Disclaimers, and SLA

1. Mutual: Each party warrants it has authority to enter these Terms.
2. Customer Warranty: You warrant that your use and Customer Content will comply with law and third-party rights.
3. Disclaimer: EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). Any SLA or uptime commitment applies only if expressly agreed in writing.

11. Limitation of Liability

1. No Indirect Damages: NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
2. Cap: EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO LUCID DAM FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
3. Exclusions: The above limits do not apply to your payment obligations, your breach of IP/Acceptable Use obligations, or either party’s indemnification obligations to the extent not prohibited by law.

12. Indemnification

You will defend, indemnify, and hold harmless Lucid DAM and its affiliates from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) your Customer Content, (b) your use of the Service in violation of these Terms, or (c) your violation of law or third-party rights

13. Confidentiality

Each party will protect the other’s non-public information with at least the same care it uses to protect its own confidential information (and no less than reasonable care) and use it only as needed to perform under these Terms.

14. Export & Sanctions

You agree to comply with all applicable export control and sanctions laws and will not permit access to the Service in violation of such laws.

15. Publicity

We may identify your organization as a customer (name and logo) on our website and marketing materials unless you opt out by emailing hello@luciddam.com.

16. Changes to These Terms

We may update these Terms from time to time. Material changes will be notified via the Service or email at least 30 days before they take effect. If you continue using the Service after the effective date, you accept the updated Terms. For active paid subscriptions, changes will apply at the next renewal unless required sooner by law.

17. Governing Law & Dispute Resolution

These Terms are governed by the laws of New Jersey, U.S.A. without regard to conflicts of law. The exclusive venue for disputes is the state or federal courts located in Hudson County, Jersey City, New Jersey. Each party consents to arbitration there.

18. Miscellaneous

• Order of Precedence: If there's a conflict, an executed Order Form or master agreement controls, then these Terms, then documentation.
• Assignment: You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability; Waiver: If a provision is unenforceable, the rest remains in effect. Failure to enforce isn’t a waiver.
• Force Majeure: Neither party is liable for failures due to events beyond reasonable control.
• Entire Agreement: These Terms constitute the entire agreement regarding the Service and supersede prior understandings.

19. How to Contact Us

• Sales & General: hello@luciddam.com
• Support: hello@luciddam.com
• Security: hello@luciddam.com
• Legal/DMCA/Privacy: hello@luciddam.com

Exhibit A — Auto-Renewal & Cancellation Summary

• Plans bill in advance for each term.
• Cancel any time; access continues through the end of the paid term.
• Downgrades take effect at next renewal.
• Where required by local law, we’ll provide a simple online cancel mechanism.