1. Acceptance of Terms
By accessing and using the Clementine platform ("Service"), operated by AMG ("we," "us," or "our"), you agree to be bound by these Terms of Use. If you do not agree to these terms, do not use the Service. Access to the Service is by invitation only.
2. Description of Service
Clementine is a web-based platform that allows invited customers to design custom merchandise, review artwork, request changes and quotes, communicate with AMG staff, and use Clementine's design tools to assist in the creative process.
3. User Accounts
Access is granted through invitation only. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify AMG immediately of any unauthorized use of your account.
4. Acceptable Use
You agree not to:
- Upload, submit, or transmit any content that infringes on any third-party intellectual property rights, including trademarks, copyrights, or trade secrets.
- Upload any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
- Use the Service to create designs that infringe on the intellectual property of others.
- Attempt to gain unauthorized access to any part of the Service or its related systems.
- Use the Service for any purpose other than its intended use for merchandise design and order management.
5. Intellectual Property & Uploaded Content
You retain ownership of any content you upload to the Service, including images, logos, and brand assets. By uploading content, you represent and warrant that:
- You own the content or have obtained all necessary rights, licenses, and permissions to use it.
- The content does not infringe on any third-party intellectual property rights.
- You grant AMG a limited, non-exclusive license to use uploaded content solely for the purpose of providing the Service, including processing by Clementine to generate designs.
6. Clementine-Generated Content
The Service includes Clementine, a design tool that generates artwork based on your inputs. You acknowledge and agree that:
- Clementine-generated designs are provided as starting points and may require professional refinement before production use.
- AMG does not guarantee that generated content will be free from similarities to existing designs or trademarks.
- You are solely responsible for verifying that any design — whether Clementine-generated or artist-created — does not infringe on third-party rights before use.
- Clementine-generated content is produced using third-party services, and AMG is not responsible for the output quality or suitability of these services.
- AMG retains no ownership of Clementine-generated designs created for your projects.
- Making a new version of your artwork uses one design credit. Design credits are provided as part of your account, are non-transferable, carry no cash value and cannot be redeemed for cash or credit against an order. Monthly credits do not carry over between months. AMG may adjust an account's credits, and the terms on which they are provided, at any time.
7. Trademarks & Copyrights
You are responsible for ensuring that your designs, including any text, imagery, or symbols, do not violate the trademark or copyright rights of any third party. AMG is not liable for any claims arising from the use of designs that infringe on third-party intellectual property. If you are using logos, names, or symbols associated with a fraternity, sorority, school, or organization, you must have proper authorization or licensing to do so.
8. Limitation of Liability
To the fullest extent permitted by law, AMG shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service, including but not limited to damages for loss of profits, goodwill, data, or other intangible losses, even if AMG has been advised of the possibility of such damages. AMG's total liability shall not exceed the amount paid by you for the specific order in question.
9. Indemnification
You agree to indemnify and hold harmless AMG, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from your use of the Service, your violation of these Terms, or your infringement of any third-party rights.
10. Modifications to Terms
AMG reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of the Service after any changes constitutes acceptance of the updated Terms.
11. Termination
AMG may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service will immediately cease.
12. Contact
If you have questions about these Terms, please contact your AMG Account Manager or reach out through the "Get in Touch" feature within the portal.