Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) are a binding contract between you and Stashimoto, Inc., a Delaware corporation doing business as Musel Cloud (“Musel Cloud,” “we,” “us” or “our”). They govern your access to and use of our websites, applications, APIs, agents, playbooks and related services (together, the “Service”).

By creating an account, clicking to accept these Terms, joining a workspace, or accessing or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not access or use the Service.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind it, and “you” means that organization and its users. If you and we have signed a separate written agreement or order form for the Service, that agreement controls to the extent it conflicts with these Terms.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You may not use the Service if you are barred from doing so under applicable law, or if you are located in, or are a resident or national of, a country or region subject to comprehensive U.S. sanctions, or are listed on a U.S. government restricted-party list.

The Service, including our waitlist, is currently offered only to individuals and organizations located in the United States, and by using it you represent that you are located there. We make no representation that the Service is appropriate or available for use elsewhere. Anyone who accesses it from outside the United States does so on their own initiative and is responsible for complying with local law.

You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account, including activity by agents and integrations you authorize. Notify us promptly at legal@muselcloud.com if you suspect unauthorized use. We are not liable for any loss caused by your failure to protect your account.

If your account belongs to an organization’s workspace, that organization’s owners and administrators may access, manage, export, suspend or delete your account and the content in its workspace. We are not responsible for their decisions.

3. The Service and preview features

We continuously change the Service. We may add, modify, suspend or remove any feature, plan or integration at any time. Unless a signed agreement says otherwise, we do not commit to any level of availability, uptime or support.

Features described as “coming soon,” “beta,” “preview,” “experimental” or similar (“Preview Features”) are provided for evaluation only. They may contain errors, may change or be withdrawn without notice, and may never become generally available. Descriptions of planned features on our websites or in our materials are not promises to deliver them, and you should not rely on them when deciding to use or purchase the Service.

4. AI features and agents

The Service includes features that use artificial intelligence, including agents that can read content and take actions within the access you delegate to them (“AI Features”). AI Features may be powered by third-party model providers, which we may add or change at any time.

AI-generated output (“Output”) may be inaccurate, incomplete, outdated, offensive or similar to output generated for others. You are solely responsible for reviewing Output before you use, share or act on it, and for every action you instruct or authorize an agent to take. Actions an agent takes under your delegation are treated as your actions under these Terms.

Output, playbooks, templates and other materials in the Service are not legal, financial, accounting, tax, medical, compliance or other professional advice. You may not use AI Features to make decisions that produce legal or similarly significant effects on any person without meaningful human review, or to develop models that compete with the Service.

5. Security, compliance and regulated data

Roles, audit trails, retention settings and compliance tools are offered to help you manage your own obligations. They do not make you compliant with any law, regulation or standard, including the GDPR, HIPAA, FINRA or SEC rules, and you remain solely responsible for your compliance and for configuring the Service appropriately.

Unless we have expressly agreed otherwise in a signed writing, you must not use the Service to:

• store or process protected health information under HIPAA, unless we have signed a business associate agreement with you;
• serve as a system of record for books and records that securities or other laws require you to preserve in a particular format;
• store payment card data, government identification numbers, or other categories of data whose processing requires safeguards beyond those described in our published documentation.

We have no responsibility or liability for any data you submit in breach of this section.

6. Your content

“Customer Content” means files, boards, documents, messages, prompts and other materials that you or your users submit to the Service. As between you and us, you retain your ownership rights in Customer Content.

You grant us and our service providers a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, copy, transmit, process, display, adapt and create derivative works of Customer Content as needed to provide, maintain, secure, support and improve the Service, to comply with law and to enforce these Terms. This license continues for as long as we retain Customer Content, including in backups.

You represent and warrant that you have all rights, licenses, consents and notices required for Customer Content and for our use of it under these Terms, including consents from any individual whose personal data it contains, and that Customer Content and its use do not infringe, misappropriate or violate any third party’s rights or any law.

We have no obligation to monitor Customer Content, but we may review, block, remove or disable access to it at any time if we believe it violates these Terms or the law or creates risk for us or others. We do not use Customer Content to train generalized AI models offered to other customers without your permission. You are responsible for keeping your own copies of Customer Content; we are not responsible for any loss or corruption of it.

7. Usage data and feedback

We may collect and analyze technical and usage information about the Service, such as logs, metadata, performance data and feature usage (“Usage Data”), and create de-identified or aggregated data from Usage Data and Customer Content. We may use Usage Data and de-identified or aggregated data for any lawful purpose, including to operate, secure and improve our products, and we own all rights in them to the extent they do not identify you or any individual.

If you give us ideas, suggestions or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit it for any purpose without obligation or attribution to you.

8. Acceptable use

You will not, and will not allow anyone (including any agent acting for you) to:

• use the Service in violation of any law or regulation, or to infringe anyone’s rights;
• upload or transmit malware, or content that is unlawful, defamatory, harassing, hateful, sexually exploitative of minors, or that promotes violence or terrorism;
• probe, scan or test the vulnerability of the Service, breach or circumvent any security, authentication, permission, rate or usage limit, or access data you are not authorized to access;
• copy, modify, reverse engineer, decompile or attempt to derive the source code or models of the Service, except to the limited extent applicable law expressly permits despite this restriction;
• scrape, crawl or harvest the Service or its data, or access it to build or benchmark a competing product, or publish benchmarks, without our written consent;
• sell, resell, rent, sublicense or otherwise provide the Service to third parties except as these Terms permit;
• send spam or phishing, impersonate any person, or misrepresent your affiliation;
• interfere with or overload the Service or its infrastructure, or use it in any way that could harm us, our providers or other users.

We may investigate suspected violations, remove content, suspend or terminate access, and cooperate with law enforcement, without liability to you.

9. Third-party services, guests and partners

The Service may connect to third-party services, such as file storage, identity and AI model providers. Your use of a third-party service is governed by its own terms, and we are not responsible for it. When you enable an integration, you authorize us to exchange data with it on your behalf.

When you share a board, file or workspace with a guest or another organization, you decide what they can see and do. You are responsible for what you share, and we are not responsible for how guests or partners use, copy or disclose it.

10. Our intellectual property

The Service, including its software, models, designs, text, graphics, playbooks and templates, and all trademarks, logos and service marks, are owned by us or our licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes. All rights not expressly granted are reserved, and no license is granted by implication or estoppel.

Open-source components included in the Service are licensed under their own terms, which control where they conflict with these Terms.

11. Fees and payment

If you purchase a paid plan, you agree to pay all fees in the order form or on the pricing page you accept, and you authorize us and our payment processor to charge your payment method. Subscriptions renew automatically for the same term unless you cancel before the renewal date. Except as required by law or expressly stated in these Terms, fees are non-refundable.

Fees exclude taxes, which you are responsible for, other than taxes on our net income. We may suspend the Service for overdue amounts and charge interest on them at the lesser of 1.5% per month or the maximum rate permitted by law. We may change prices with prior notice, effective at your next renewal. We may change or end free plans and trials at any time.

12. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate your access to all or part of the Service at any time, including if we believe you have violated these Terms, if your use creates legal, security or financial risk, if required by law, for non-payment, or if we discontinue the Service. Where practicable and lawful, we will give you notice. If we terminate a paid plan for convenience and not because of your breach, we will refund prepaid fees for the unused remainder of your term.

On termination, your right to use the Service ends. We may delete Customer Content 30 days after termination, and we have no obligation to retain or return it after that. Sections that by their nature should survive termination will survive, including those on content licenses, usage data, disclaimers, limitation of liability, indemnification and dispute resolution.

13. Disclaimers

To the maximum extent permitted by law, the Service, including AI Features, Output, Preview Features, integrations and all content, is provided “as is” and “as available,” without warranties of any kind, whether express, implied or statutory. We and our licensors and providers disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment and accuracy, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that it will be free of viruses or other harmful components, that data will not be lost or corrupted, that Output will be accurate, complete or non-infringing, or that the Service will satisfy any legal, regulatory or compliance requirement.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

14. Limitation of liability

To the maximum extent permitted by law, in no event will Stashimoto, Inc., its affiliates, or their officers, directors, employees, agents, licensors or service providers be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or data, business interruption, or cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid us for the Service in the twelve months before the event giving rise to the liability, or (b) one hundred U.S. dollars (US $100).

These limitations apply even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, such as liability for fraud or for death or personal injury caused by negligence. The fees for the Service reflect this allocation of risk, which is an essential basis of the bargain between you and us.

15. Indemnification

You will defend, indemnify and hold harmless Stashimoto, Inc., its affiliates, and their officers, directors, employees, agents, licensors and service providers from and against all claims, demands, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Customer Content;
• your use of the Service, including actions taken by agents under your delegation;
• your breach of these Terms or violation of any law;
• your infringement or violation of any third party’s intellectual property, privacy or other rights;
• any dispute between you and a guest, partner or other user; or
• any claim that the Service infringes a patent or other intellectual property right where the claim arises from your combination of the Service with content, data, software, hardware or processes not provided by us, from your modification of the Service, or from your use of the Service other than in accordance with these Terms.

We may control the defense and settlement of any claim subject to indemnification, and you will cooperate with us. You may not settle any such claim without our prior written consent.

16. Dispute resolution and arbitration

Please read this section carefully. It requires you and us to resolve most disputes through binding individual arbitration, and it waives the right to a jury trial and to participate in a class action. You may opt out as described below.

Informal resolution first

Before starting arbitration or a permitted court proceeding, the party bringing a claim must send the other a written notice describing the claim and the relief sought, including, for you, your name and the email address on your account. Notices to us go to legal@muselcloud.com. For 60 days after the notice is received, the parties will try in good faith to resolve the dispute, including through an individual conference by phone or video in which you participate personally. This process is a condition of starting arbitration, and any limitation period is suspended while it runs.

Agreement to arbitrate

Except as described below, any dispute, claim or controversy arising out of or relating to these Terms, the Service or our relationship, including the existence, scope, validity, enforceability or arbitrability of this agreement to arbitrate, will be resolved by binding arbitration on an individual basis. This agreement is governed by the Federal Arbitration Act.

Either party may instead bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or to stop unauthorized access to or use of the Service.

Rules and procedure

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you use the Service primarily for personal purposes, and otherwise under its Commercial Arbitration Rules, together with its Mass Arbitration Supplementary Rules where they apply. A single arbitrator will apply the law of the State of Delaware. Hearings will take place by video or telephone unless the arbitrator decides an in-person hearing is needed, in which case it will take place in the county where you reside or, for organizations, in Wilmington, Delaware. Fees are allocated under the AAA’s rules, and the arbitrator may award fees and costs against a party whose claim or defense is frivolous or brought for an improper purpose. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waiver

You and we may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may award relief only to the individual party seeking it and only to the extent needed to resolve that party’s individual claim. You and we waive any right to a jury trial.

If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed, stayed until the arbitrable claims are resolved, and decided by a court as provided in the governing law section, and not in arbitration.

Mass filings

If 25 or more similar demands for arbitration are brought against us, or by us, by the same or coordinated counsel or organizations within 180 days, they will be administered in stages. First, counsel for each side selects five demands, which proceed to arbitration as test cases. After those are decided, the parties will mediate the remaining demands in good faith for at least 60 days. Any demands not resolved will then proceed in batches of up to 50, each before a single arbitrator, with one set of fees per batch. A demand is not considered filed, and no fees are due for it, until it is assigned to a stage or batch, and limitation periods are suspended for every demand from the time it is first noticed. A court may enforce this paragraph, including by enjoining the filing or administration of demands in breach of it.

Time to bring claims

To the extent permitted by law, any claim must be brought within one year after it arises, or it is permanently barred.

Opting out

You may opt out of this agreement to arbitrate by emailing legal@muselcloud.com within 30 days after you first accept these Terms, with your name, the email address on your account and a clear statement that you are opting out of arbitration. Opting out does not affect any other part of these Terms.

Changes to this section

If we make a material change to this section, it will not apply to any dispute of which we had written notice before the change, and you may reject the change by emailing us within 30 days after it takes effect.

17. Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and, for the agreement to arbitrate, by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any claim not subject to arbitration will be brought exclusively in the state and federal courts located in New Castle County, Delaware, and you and we consent to the personal jurisdiction of those courts.

18. Copyright complaints

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. To submit a notice, email our designated agent at legal@muselcloud.com with: your physical or electronic signature; identification of the copyrighted work; identification of the material claimed to infringe and where it is located in the Service; your contact information; a statement that you have a good-faith belief that the use is not authorized by the owner, its agent or the law; and a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner.

If your content was removed and you believe it was a mistake or misidentification, you may send a counter-notice as the DMCA permits. We terminate, in appropriate circumstances, the accounts of users who repeatedly infringe.

19. Export controls and government use

You will comply with all applicable export control and sanctions laws and will not export, re-export or provide access to the Service in violation of them. The Service is “commercial computer software” and “commercial computer software documentation,” and U.S. government users receive only the rights granted to other users under these Terms.

20. Changes to these Terms

We may modify these Terms at any time. We will post the updated Terms with a new “Last updated” date and, for material changes, give reasonable notice by email or in the Service before they take effect. Changes will not apply retroactively. By continuing to use the Service after changes take effect, you accept them. If you do not agree to the changes, you must stop using the Service.

21. General terms

These Terms, together with any documents they reference and any signed agreement with us, are the entire agreement between you and us about the Service and supersede all prior understandings. You may not assign or transfer these Terms without our prior written consent; we may assign them without restriction, including in connection with a merger, acquisition, reorganization or sale of assets. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest will remain in effect. Our failure to enforce any provision is not a waiver.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control. The parties are independent contractors, and these Terms create no third-party beneficiaries except the indemnified parties. You consent to receive communications from us electronically, which satisfy any legal requirement that communications be in writing. Headings are for convenience only, and “including” means “including without limitation.” If these Terms are translated, the English version controls.

22. Contact

Questions and legal notices: Stashimoto, Inc., doing business as Musel Cloud, legal@muselcloud.com.