Master Subscription Agreement (Terms of Service)

These Terms of Service (the "Agreement") are a binding contract between Worldwide Signage Ltd., a Colorado company doing business as Atellier ("Atellier", "we", "us"), and the entity or person agreeing to them ("Customer", "you"). By creating an account, accessing, or using the Atellier platform (the "Service"), you accept this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

1. Order of Precedence

In the event of a conflict, the following documents control in this order: (a) any signed order form or enterprise agreement; (b) the Data Processing Agreement; (c) the Acceptable Use Policy; (d) the Service Level Agreement; (e) the AI Features Addendum; (f) this Agreement; (g) the Privacy Policy.

2. The Service

Atellier is a multi-tenant cloud platform for creative and signage businesses, including modules for CRM, proposals, communications, projects, production, finance, HR, and AI-assisted features. We may add, modify, or retire features at our discretion provided we do not materially diminish the Service during a paid term.

3. Accounts & Authority

• You must be at least 18 years old (or the age of majority where you live) and legally capable of entering into contracts. The Service is intended for business use and is not directed to children.
• The person creating the account warrants they are authorized to bind the Customer organization.
• You are responsible for all activity under your account, including by your team and end users.
• You must keep credentials confidential and notify us promptly of any suspected unauthorized access.
• We may require multi-factor authentication for administrative accounts.

4. Free, Trial, and Beta Offerings

Free plans, trial subscriptions, and features designated "beta", "preview", "alpha", or "early access" are provided AS-IS, without warranty of any kind, may be changed or discontinued at any time, and are not subject to the SLA. We may suspend or terminate free or trial access at any time, for any reason, without notice.

5. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, our Anti-Spam Policy, and our AI Features Addendum, each incorporated by reference. Violation is a material breach.

6. Customer Data & License

As between the parties, Customer owns all data you upload, enter, or generate through the Service ("Customer Data"). You grant Atellier a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to (a) provide and maintain the Service, (b) prevent or address technical or security issues, (c) comply with law, and (d) generate aggregated, de-identified analytics that do not identify you or any natural person. We will not sell Customer Data and will not use Customer Data to train foundation AI models. Processing of personal data is further governed by the DPA.

7. Atellier IP & Feedback

Atellier and its licensors retain all right, title, and interest in and to the Service, including all software, designs, models, templates, documentation, and trademarks. No rights are granted by implication or estoppel. If you submit feedback, suggestions, or feature requests ("Feedback"), you grant Atellier a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, including incorporating it into the Service without compensation or attribution.

7a. Your Content Rights; Copyright & DMCA

You are responsible for having all rights, licenses, and permissions needed for the content you upload to or publish through the Service — including logos, images, artwork, photographs, fonts, and text used in proposals, mockups, landing pages, and messages — and for ensuring that content does not infringe anyone else's intellectual-property, publicity, or privacy rights.

We respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act. To be effective, a notice under 17 U.S.C. §512(c)(3) must be in writing and include: (a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to let us locate it (such as a URL); (d) your name, address, telephone number, and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If material you posted is removed in response to a notice, you may send a counter-notification under 17 U.S.C. §512(g) that includes your signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and your consent to the jurisdiction of the federal district court for your address (or, if you are outside the United States, any judicial district in which Atellier may be found) and to accept service of process from the person who submitted the original notice. We may restore the material in 10 to 14 business days unless the complaining party notifies us that it has filed a court action.

Repeat infringers. In appropriate circumstances we will disable or terminate the accounts of users who are repeat infringers.

Send notices and counter-notices to our designated copyright agent: Worldwide Signage Ltd. d/b/a Atellier, Attn: Copyright Agent, 8405 W 54th Place, Arvada, Colorado 80002, United States; email hello@meonneon.com. Full instructions are on our Copyright & DMCA Policy page.

8. Third-Party Services

The Service interoperates with third-party services such as Stripe (payments), Twilio and OpenPhone (telephony/SMS), Resend (email), OpenAI / xAI / Lovable AI Gateway / Black Forest Labs (AI), Google, Meta, Shopify, QuickBooks, Xero, ShipStation, and others listed on the Sub-Processors page. Your use of third-party services is governed by their own terms. We are not responsible for, and make no warranties regarding, third-party services or any failure or interruption caused by them.

8a. AI Features & the Carl Assistant

The Service includes AI-powered features, including the in-app assistant Carl, AI mockup generation, and copy/suggestion features. Carl uses a large language model and can read records inside your organization's workspace (deals, clients, messages, projects, files metadata, etc.), scoped to the active organization and the requesting user's role permissions, in order to answer questions and take actions you request. Your use of all AI features is governed by the AI Features Addendum, which is incorporated into this Agreement by reference. The AI providers that process prompts and retrieved context are listed on the Sub-Processors page. Organization admins may disable Carl and restrict its data access in Settings.

9. Communications & Carrier Compliance

If you use Atellier to send email or SMS to your end users, you are the sender and the controller of those communications. You are solely responsible for compliance with the CAN-SPAM Act, TCPA, CASL, GDPR e-privacy rules, 10DLC registration, carrier filtering rules, and all other applicable communications laws. You will indemnify us against claims arising from communications you initiate through the Service. See the Anti-Spam Policy.

10. Fees, Auto-Renewal & Refunds

• Paid plans are billed in advance via Stripe and are charged per active user seat. Monthly plans are billed each month; annual plans are billed upfront for the full year.
• Automatic renewal. Your subscription renews automatically at the end of each billing period, for the same term and at the then-current price for your seats, and your payment method is charged at each renewal until you cancel. The renewal terms are shown and must be accepted at purchase, we email a confirmation after purchase, and for annual plans we send a reminder before each renewal.
• How to cancel. An organization owner or admin can cancel online at any time in Settings → Subscription → Manage or cancel subscription. Cancellation takes effect at the end of the current billing period; you keep access until then and are not charged again. You can also cancel by emailing hello@meonneon.com.
• Free trial. The free trial requires no payment card and never converts to a paid subscription automatically. When a trial ends, access is paused until an owner or admin chooses a paid plan.
• All fees are non-refundable except where required by law or where Atellier terminates without cause, in which case any prepaid, unused fees are refunded pro-rata.
• We may change pricing on at least 30 days' notice; new pricing takes effect at the next renewal. If you do not agree to a price change, you may cancel before it takes effect and you will not be charged the new price.
• Overdue amounts accrue interest at 1.5% per month (or the maximum allowed by law). We may suspend the Service for non-payment after 10 days' notice.
• You are responsible for taxes other than taxes on Atellier's net income.
• Chargebacks not preceded by a good-faith support request constitute a material breach.

11. Term, Termination & Suspension

This Agreement runs for the term of your subscription, including renewals. You may cancel your subscription at any time as described in Section 10; cancellation takes effect at the end of the current billing period and this Agreement then ends. Either party may terminate for material breach if the other fails to cure within 30 days of written notice (no cure period for breaches of Sections 5, 6, 7, or 9). We may suspend the Service immediately if (a) we reasonably believe your use poses a security or legal risk, (b) required by law, (c) for non-payment after notice, or (d) to comply with a third-party provider's enforcement. On termination your right to use the Service ceases; we will keep your data available for export for 30 days and then delete it as set out in the DPA.

12. Confidentiality

Each party will protect the other's non-public business information disclosed in connection with this Agreement using at least the same care it uses for its own confidential information, and never less than a reasonable standard. Confidential Information may be used only to perform under this Agreement. This obligation survives termination for three years; trade secrets are protected for as long as they remain trade secrets.

13. Warranties & Disclaimer

Atellier warrants the Service will perform materially in accordance with its published documentation. Customer's exclusive remedy for breach of this warranty is correction of the non-conformity or, if we cannot reasonably correct it, termination and pro-rata refund of prepaid fees.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PURPOSE. ATELLIER IS NOT A PROFESSIONAL ADVISER; NOTHING IN THE SERVICE CONSTITUTES LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE.

14. Indemnification

By Customer. You will defend and indemnify Atellier from any third-party claim arising out of (a) Customer Data, (b) communications you initiate (email, SMS, voice, AI-generated content), (c) your use of the Service in violation of law or this Agreement, (d) claims by your end users (including your customers and employees), and (e) your infringement of any intellectual-property or privacy right.

By Atellier. We will defend and indemnify Customer against any third-party claim alleging that the Service, used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark. If such a claim is made, we may, at our option, modify the Service, obtain a license, or terminate the affected portion and refund prepaid unused fees. This is Customer's sole and exclusive remedy for IP infringement.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ATELLIER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO (a) Customer's payment obligations, (b) breaches of Sections 5, 6, 7, or 9, or (c) Customer's indemnity obligations.

16. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or utility failure, third-party service-provider failure, or labor disputes.

17. Export Controls & Sanctions

You will comply with all U.S. and applicable foreign export-control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not on any U.S. government denied-party list.

18. U.S. Government Rights

The Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the U.S. Government is subject solely to this Agreement.

19. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Colorado, USA, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Mandatory Arbitration (US Customers). Any dispute arising out of or relating to this Agreement or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, in Denver, Colorado. Judgment on the award may be entered in any court of competent jurisdiction. Each party may seek injunctive relief in court for misuse of intellectual property or Confidential Information.

Class-Action Waiver. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS ARBITRATION.

Carve-outs. The arbitration and class-waiver provisions do not apply to the extent prohibited by mandatory law in Customer's jurisdiction (including for consumers in the EU/EEA, UK, and Canada), to small-claims-court actions for amounts within that court's jurisdiction, or to actions for injunctive relief regarding intellectual property.

20. Changes to this Agreement

We may modify this Agreement on at least 30 days' notice (in-product or by email). Material changes take effect at the next renewal of your subscription. If you do not agree, your sole remedy is to stop using the Service before the change takes effect.

21. General

• Assignment. Customer may not assign this Agreement without our written consent, except to a successor in a merger, acquisition, or sale of all or substantially all assets, provided the assignee is not a competitor. Atellier may assign freely.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• Waiver. Failure to enforce a right is not a waiver.
• Notices. Notices to Atellier must be sent to hello@meonneon.com. Notices to Customer go to the email on the account.
• Independent contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.
• No third-party beneficiaries. This Agreement does not confer rights on any third party.
• Entire agreement. This Agreement (with the documents listed in Section 1) is the entire agreement and supersedes all prior discussions.
• Survival. Sections 6, 7, 9, 10, 12, 13, 14, 15, 19, and 21 survive termination.
• Publicity. Atellier may identify Customer by name and logo as a customer on its website and marketing materials, unless Customer opts out by writing to hello@meonneon.com.

22. Contact

Questions about this Agreement? Email hello@meonneon.com.

Worldwide Signage Ltd. d/b/a Atellier
8405 W 54th Place
Arvada, Colorado 80002
United States