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MascotBot License Agreement & Privacy Policy

Last Updated: 29 December 2025

This MascotBot License Agreement & Privacy Policy (the “Agreement”) is a legally binding contract between Materia Mind Inc. (“MascotBot,” “we,” “us,” or “our”) and you or the entity you represent (“Licensee” or “you”). By subscribing to or otherwise accessing the MascotBot SDK, APIs, Blueprint Assets, Ready-Made Mascots, or related services, you agree to be bound by the terms of this Agreement.

1. Definitions

1.1 “MascotBot SDK” or “SDK” means any software, libraries, sample code, documentation, APIs, runtime components, or other materials provided by MascotBot to Licensee under this Agreement, including updates or modifications.

1.2 “Integration Examples” means any reference implementations, sample applications, or demonstration code provided to Licensee as part of or in connection with the SDK.

1.3 “LipSync API” means MascotBot’s API(s) and related services that provide lipsync/viseme or related outputs, whether real-time or asynchronous.

1.4 “Blueprint Assets” means any Rive files, templates, example rigs, state machines, animation systems, design frameworks, or related creator resources provided by MascotBot to enable Licensee to design, customize, or produce mascot characters.

1.5 “Ready-Made Mascots” means pre-made mascot characters, animations, or visual assets provided by MascotBot as part of certain plans or offerings.

1.6 “User-Created Mascots” means original mascot characters or visual assets created by Licensee using Blueprint Assets (including modifications and creative additions by Licensee).

1.7 “Subscription” means Licensee’s paid plan for the right to use the SDK and associated services and assets according to the terms herein. Different plans may provide different scopes of access (e.g., SDK/API only vs. SDK/API + Blueprint Assets and/or Ready-Made Mascots).

1.8 “Plan Scope” means the features, usage limits, assets, and entitlements associated with Licensee’s Subscription plan as described at the time of purchase (including any updates communicated under this Agreement).

1.9 “Confidential Information” means any non-public information disclosed by MascotBot to Licensee, including but not limited to SDK internals, libraries, technical data, Blueprint Asset structures, and other business or technical information marked or reasonably understood to be confidential.

1.10 “MascotBot Marks” means MascotBot’s trademarks, service marks, logos, brand names, or other brand identifiers, including the “MascotBot” name.

2. License Grant

2.1 SDK License. Subject to the terms and conditions of this Agreement and an active Subscription, MascotBot grants Licensee a limited, revocable, non-exclusive, non-transferable license during the Term (defined in Section 11.1) to:

1. such distribution is solely in compiled or obfuscated form, and

2. Licensee’s end users cannot extract or access the source code or obfuscated code of the SDK.

2.2 Integration Examples. Licensee may use, modify, and distribute the Integration Examples solely in connection with Licensee’s own MascotBot-integrated products or services.

2.3 Blueprint Assets (Pro Plan and Above). If Licensee’s Subscription includes Blueprint Assets (including, for example, Pro plan or higher):

2.3.1 License to Blueprint Assets. MascotBot grants Licensee a limited, revocable, non-exclusive, non-transferable license to use and modify Blueprint Assets solely to create User-Created Mascots.

2.3.2 Ownership of User-Created Mascots. Subject to this Agreement, Licensee owns all right, title, and interest in Licensee’s User-Created Mascots, including original creative expression created by Licensee. For clarity, MascotBot retains ownership of the Blueprint Assets themselves and any underlying structures, logic, systems, or frameworks embodied in the Blueprint Assets.

2.3.3 Non-Transfer / No Public Access (Blueprint). Licensee shall not:

2.3.4 No Blueprint Redistribution / Resale. Licensee shall not redistribute, resell, sublicense, or otherwise commercialize the Blueprint Assets themselves (original or modified), including as a standalone template, toolkit, “mascot blueprint,” starter pack, or competing creation framework.

2.3.5 Independence of Output. Licensee’s User-Created Mascots may be used independently of MascotBot. However, any use of MascotBot SDKs, LipSync API, or other MascotBot services remains subject to an active Subscription and this Agreement.

2.4 Ready-Made Mascots. If Licensee’s Subscription includes Ready-Made Mascots:

2.4.1 License. Ready-Made Mascots are licensed, not sold. MascotBot grants Licensee a limited, revocable, non-exclusive, non-transferable license to use Ready-Made Mascots in connection with MascotBot-integrated products or services during the Term.

2.4.2 No Standalone Redistribution. Licensee shall not redistribute or make Ready-Made Mascots publicly accessible as standalone assets, downloads, templates, libraries, or marketplace items.

2.5 Third-Party Access & External Integrations

2.5.1 Internal Use & External Access. Subject to all terms and conditions of this Agreement, Licensee may use the MascotBot SDK and/or LipSync API to provide functionality or services (collectively, “Services”) to third parties (e.g., Licensee’s customers), provided that:

2.5.2 No Competitive Replication. Licensee shall not offer a product or service whose primary purpose is to replicate or compete with MascotBot’s SDK, LipSync API, or mascot animation platform as a standalone offering.

2.5.3 Usage-Based Billing / Plan Enforcement. If Licensee’s usage exceeds its Plan Scope, MascotBot may require an upgraded plan, usage-based billing, additional fees, or impose reasonable throttling/limits to protect service reliability.

2.6 Subscription Required. The licenses granted under this Agreement remain valid only while Licensee maintains an active Subscription. Upon termination or expiration of the Subscription for any reason, all rights under this Agreement automatically terminate in accordance with Section 11.

3. License Restrictions

3.1 Prohibition on Reverse Engineering, Modification, and Resale of Protected Components. Except as expressly permitted for Integration Examples (Section 2.2) and Blueprint Assets (Section 2.3), Licensee shall not:

3.2 No Public Posting of Restricted Assets. Licensee shall not publicly post, upload, or make accessible (including via repositories or downloads) any MascotBot-provided Blueprint Assets, Ready-Made Mascots, or non-example SDK components.

3.3 Use of MascotBot Marks. Licensee shall not use MascotBot Marks without MascotBot’s prior written consent, except as necessary for permitted use and distribution of the SDK. Any permitted use of MascotBot Marks shall inure to the benefit of MascotBot.

4. Intellectual Property

4.1 Ownership. MascotBot and its licensors retain all right, title, and interest in and to the MascotBot SDK, Integration Examples, Blueprint Assets, Ready-Made Mascots, and all associated intellectual property rights. All rights not expressly granted herein are reserved.

4.2 User-Created Mascots. Licensee owns all right, title, and interest in User-Created Mascots as set forth in Section 2.3.2, including any original characters, visual designs, and creative expression created by Licensee. For the avoidance of doubt, nothing in this Agreement transfers ownership of User-Created Mascots to MascotBot. MascotBot's ownership is limited to the underlying Blueprint Asset structures, logic, state machines, and frameworks from which User-Created Mascots are derived.

4.3 Custom Assets Created Under Separate Agreements. If Materia Mind Inc. or any of its affiliates (including any animation or design service) creates custom mascots, characters, animations, or visual assets for Licensee pursuant to a separate written agreement (e.g., a custom design engagement, enterprise agreement, or statement of work), the intellectual property ownership of such custom assets shall be governed by that separate agreement. Unless that separate agreement expressly states otherwise, Licensee shall own all right, title, and interest in such custom assets. This Agreement does not grant MascotBot any ownership rights in assets created for Licensee under a separate agreement, and the use of such assets with MascotBot's SDK, APIs, or Services does not transfer or diminish Licensee's ownership.

4.4 Feedback. If Licensee provides MascotBot with suggestions, feedback, or ideas ("Feedback"), Licensee grants MascotBot a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback in MascotBot products and services.

5. Confidentiality

5.1 Confidential Information. Licensee acknowledges that the SDK (including obfuscated code), Blueprint Assets, and certain operational details constitute MascotBot’s Confidential Information. Licensee agrees to use Confidential Information solely for exercising rights under this Agreement and not to disclose it to third parties without MascotBot’s prior written consent.

6. Subscription Services; Payment

6.1 Subscriptions. To access and use certain Services, Licensee may be required to enroll in a recurring subscription plan ("Subscription"). Subscriptions automatically renew for successive periods equal in length to the initial subscription term unless Licensee cancels prior to renewal. By subscribing, Licensee authorizes MascotBot to store Licensee's payment method and to automatically charge applicable fees on a recurring basis without further action by Licensee.

Licensee may cancel a Subscription at any time through its account or by contacting support. Cancellation will take effect at the end of the then-current billing period. No refunds or credits will be issued for partial subscription periods, except as required by applicable law.

If MascotBot is unable to charge Licensee's payment method, MascotBot may suspend access to the Services until payment is successfully processed.

6.2 Prepaid Credits (if applicable).

(a) Nature of Credits. MascotBot may offer prepaid usage credits ("Credits") for certain Services. Credits represent a limited, revocable right to access Services and are not money, stored value, deposits, or a bank account.

(b) Purchase and Use. Credits may be purchased on a one-time or recurring basis and may be used solely for eligible Services under Licensee's account. Credits may not be transferred, sold, assigned, sublicensed, or exchanged.

(c) Expiration. Unless otherwise stated at purchase, Credits expire twelve (12) months after issuance. Expired Credits are automatically forfeited and will not be reinstated.

(d) No Refunds. Except where required by applicable law, Credits are non-refundable, including unused, partially used, expired, suspended, or forfeited Credits.

(e) Account Termination. Upon suspension or termination of Licensee's account, any unused Credits will be forfeited without refund, except where required by applicable law.

6.3 Overage and Usage-Based Charges. If Licensee exceeds its Plan Scope, MascotBot may charge overage fees at the rates in effect at the time of use or require Licensee to upgrade its Subscription. Licensee authorizes MascotBot to charge its payment method for applicable overage amounts.

6.4 Price Changes. MascotBot may change Subscription fees or usage rates at any time. Any price changes will apply prospectively and will not affect the current paid billing period. If Licensee does not agree to a price change, Licensee must cancel the Subscription before the next renewal date.

6.5 Payment Terms. Licensee represents and warrants that it is authorized to use the payment method provided. Licensee agrees to pay all applicable fees, taxes, and charges incurred in connection with the Services. If payment is not received when due, MascotBot may suspend or terminate access to the Services.

7. Amendments to the Agreement

7.1 Changes. MascotBot may update this Agreement from time to time. If MascotBot makes material changes, MascotBot will provide notice by reasonable means (including email or in-product notice) and will update the "Last Updated" date. Unless MascotBot states otherwise in the notice, changes will become effective on the later of (a) the date the updated Agreement is posted, or (b) seven (7) days after notice is provided.

7.2 Acceptance of Changes. Licensee's continued access to or use of the Services after the effective date of an updated Agreement constitutes acceptance of the updated Agreement. If Licensee does not agree to the updated Agreement, Licensee must stop using the Services before the effective date of the changes.

7.3 Order Forms Control. If Licensee enters into a separate written order form, statement of work, or enterprise agreement with MascotBot (an "Order Form"), then, in the event of a conflict between this Agreement and the Order Form, the Order Form will control solely for that conflict and solely for the Services covered by that Order Form.

8. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SDK, LIPSYNC API, INTEGRATION EXAMPLES, BLUEPRINT ASSETS, READY-MADE MASCOTS, AND ALL RELATED SERVICES AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." MASCOTBOT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MASCOTBOT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT OUTPUT WILL BE UNIQUE, ACCURATE, OR RELIABLE.

9. Service Availability; Third-Party Dependencies

9.1 No SLA. MascotBot does not provide a service level agreement unless expressly set forth in an Order Form.

9.2 Service Changes and Interruptions. Licensee acknowledges that the Services may be subject to interruptions, delays, maintenance, upgrades, and other modifications. MascotBot may modify, suspend, or discontinue any part of the Services at any time, and MascotBot will use commercially reasonable efforts to provide notice of material service discontinuations where practicable.

9.3 Third-Party Services. Certain functionality may depend on or interoperate with third-party services (including TTS/STT vendors, hosting, and network providers). MascotBot is not responsible for third-party outages, performance, or failures.

10. Limitation of Liability

10.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MASCOTBOT OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MASCOTBOT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED UNITED STATES DOLLARS (US$100), OR (B) THE AMOUNT PAID BY LICENSEE TO MASCOTBOT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

11.1 Term. This Agreement begins on the date Licensee first accesses or uses the Services and continues until terminated as set forth herein.

11.2 Subscription Required. The licenses granted under this Agreement remain in effect only while Licensee maintains an active Subscription, unless an Order Form states otherwise.

11.3 Suspension; Termination. MascotBot may suspend or terminate Licensee's access to the Services if (a) Licensee materially breaches this Agreement, (b) Licensee's use poses a security risk to the Services, (c) MascotBot is required to do so to comply with law, or (d) Licensee fails to pay applicable fees. Where practicable, MascotBot will provide notice and a reasonable opportunity to cure, except where immediate suspension is necessary to protect the Services, comply with law, or address fraud or abuse.

11.4 Effect of Termination. Upon termination, Licensee must cease using the SDK, Blueprint Assets, Ready-Made Mascots, and Integration Examples, except that Licensee may continue to distribute embedded portions of the SDK solely as permitted under Section 2.1(b) for products lawfully distributed prior to termination.

11.5 Survival. Sections 3 (Restrictions), 4 (IP), 5 (Confidentiality), 8 (Warranty Disclaimer), 9 (Service Availability), 10 (Limitation of Liability), 11.4–11.5, 12 (Indemnification), 13 (Governing Law & Venue), and 16 (Privacy) survive termination.

12. Indemnification

Licensee agrees to defend, indemnify, and hold harmless MascotBot, its affiliates, and their directors, officers, employees, and agents from and against claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s use of MascotBot in violation of this Agreement; (b) Licensee’s breach of this Agreement; or (c) any actual or alleged infringement by Licensee’s use of MascotBot of a third party’s rights.

13. Governing Law & Venue

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any action or proceeding not subject to arbitration (if any) will be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the personal jurisdiction of such courts.

14. Refund Policy

Except as expressly stated herein or required by applicable law, all Subscription fees, usage charges, and Credit purchases are final and non-refundable. Cancellation of a Subscription prevents future renewals but does not entitle Licensee to a refund for the current billing period. Licensee will retain access to paid Services through the end of the applicable billing period unless earlier terminated in accordance with this Agreement.

15. Contact

Materia Mind Inc.

support@mascot.bot