Tassel Terms and Conditions

Effective date: November 10, 2026 · Last updated: October 9, 2026

These Terms and Conditions govern Tassel's products and services for institutions that accept a Tassel Estimate or order referencing these Terms. If your institution has a separately signed agreement with Tassel, that signed agreement governs instead. The version of these Terms in effect when an Estimate is accepted applies to that Estimate until the Client accepts a new Estimate or renews.

1. Introduction

These Tassel Terms and Conditions ("Agreement") are entered into between Tassel, LLC, a Delaware limited liability company (formerly Development Cubed Software, Inc., a California corporation), with its business address at 2261 Market Street, STE 85432, San Francisco, CA 94114 (the "Company" or "Tassel"), and the institution that signs or accepts an Estimate referencing this Agreement ("Client"), collectively the "Parties," effective as of the date Client signs or accepts such Estimate ("Effective Date").

2. Definitions

"Affiliate" means a legal entity that controls, is controlled by, or is under common control with a party, where "control" means owning more than 50% of the voting interests of such entity.

"Authorized User" means an employee or contractor of Client or its Affiliates who is provided access to use the Products and Services covered by this Agreement.

"Ceremony" means a graduation, promotion, or other commencement ceremony held by Client for which the Company provides the Products and Services set forth in this Agreement based on Client's chosen Tassel Package and Add-On Items.

"Client" means the person, university, college, school district, company, or other entity that signs or accepts an Estimate referencing this Agreement, including its Affiliates, successors, and permitted assigns.

"Client Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User to the Company.

"Company IP" means any content of any kind embedded or shared through the Products and Services, Support Services, and Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. Company IP does not include Client Data.

"Documentation" means any user manuals, handbooks, and guides provided by the Company to Client relating to the Products and Services.

"Effective Date" means the date Client signs or accepts an Estimate referencing this Agreement.

"Estimate" means the document Client uses to order the Products and Services from the Company, based on the scope of Products and Services to be provided, which may be amended and restated by mutual agreement.

"Graduate" means a student who has fulfilled the requirements set by Client to receive a degree or diploma and is eligible to participate in a Ceremony.

3. Tassel Products and Services

The Tassel Graduation Software Solution is a suite of products and services (the "Products and Services") designed to facilitate and enhance commencement ceremonies and other events at and for educational institutions.

3.1 Tassel Packages. Client will use the Estimate to select one of three tiers of Tassel Packages (each, a "Package"). Each Package includes specific Products and Services and Tassel Support Services ("Support Services"), described in Exhibit A. Based on Client's selected Package, the Company will provide Client with non-exclusive, non-transferable access to the Products and Services included in that Package, including updates, solely for use by Authorized Users in accordance with this Agreement, for the Term defined in Section 4. Client will be invoiced for the selected Package on the Initial Invoice described in Section 5.

3.2 Add-On Items. Client may order Add-On Items, described in Exhibit A, to accompany its Package. Add-On Items Client selects will be included on Client's Final Invoice as described in Section 5.

3.3 Third-Party Products and Services. With Client's advance written approval, the Company may market additional paid products and services from third-party providers through its Products and Services ("Third-Party Products and Services"), such as physical and digital products complementary to the graduation experience. Third-Party Products and Services are not subject to this Agreement and are governed by the third parties' own terms.

4. Term and Renewal

4.1 Term and Renewal. This Agreement begins on the Effective Date and continues for one (1) year (the "Initial Term"). It automatically renews for successive one (1) year terms (each a "Renewal Term") on each anniversary of the Effective Date unless terminated under Section 9. The Initial Term and Renewal Terms together are the "Term."

4.2 Package or Graduate Changes Before Renewal. If Client wishes to select a different Package or expects a different number of Graduates for a Renewal Term, Client will notify the Company in writing at least thirty (30) days before the Renewal Term begins.

5. Invoices and Payments

5.1 Initial Invoice. After Client selects a Package on the Estimate and signs or accepts it, the Company will issue an Initial Invoice setting out the fees for the selected Package, based on the Package and the estimated number of Ceremonies and Graduates. Add-On Items and Products and Services whose quantities cannot be determined in advance will be invoiced on the Final Invoice.

5.2 Final Invoice. After a Ceremony, the Company will issue a final true-up invoice (the "Final Invoice") for Add-On Items and any Products and Services whose quantity could not be determined before the Initial Invoice. If the actual number of Ceremonies or Graduates exceeded the estimate used for the Initial Invoice, the Final Invoice will include the additional fees based on actual numbers.

5.3 Payment. Client will pay the Initial Invoice within thirty (30) days of receipt. After Client's Ceremony, the Company will email the Final Invoice, which Client will pay within thirty (30) days of receipt. At the start of each Renewal Term, the Company will issue a renewed Initial Invoice ("Renewed Initial Invoice"), which Client will pay within thirty (30) days of receipt.

6. Billing Terms and Cancellation

6.1 Client agrees to pay all invoices within thirty (30) days of receipt as set out in Section 5. If payment is not received within ninety (90) days of Client's receipt of an invoice, the Company may suspend access to the Products and Services until payment is received.

6.2 If Client needs to cancel or postpone a Ceremony, Client will promptly notify the Company in writing by email (a "Cancellation Notice"). Payments made on any Initial Invoice or Renewed Initial Invoice are not refundable, but Client may reschedule the Ceremony at no additional cost to a date within three (3) months of the original Ceremony date. If Client cancels a Ceremony within thirty (30) days of the original Ceremony date, Client will pay for any Add-On Items ordered before the Company received the Cancellation Notice, including guest ticketing, audio and video recordings, media processing, and printing in progress.

7. FERPA Compliance

The Company will comply with the Family Educational Rights and Privacy Act ("FERPA") with respect to any Graduate data accessed, processed, or stored using the Products and Services.

8. Data Security

The Company will implement and maintain reasonable security measures to protect Client Data from unauthorized access, disclosure, alteration, or destruction.

9. Termination

9.1 Either Party may terminate this Agreement by written notice if the other Party materially breaches it and fails to cure the breach within fourteen (14) days after receiving written notice of the breach.

9.2 On expiration or termination, the Company will stop providing the Products and Services and Support Services.

9.3 On expiration or termination, Client will immediately stop using all Company IP, delete, destroy, or return all copies of Company IP, and on request certify in writing that it has done so. Expiration or termination does not affect Client's obligation to pay fees that became due before expiration or termination and does not entitle Client to any refund.

10. Title IX, ADA, and WCAG

The Company is committed to ensuring that the Products and Services and Support Services comply with Title IX of the Education Amendments of 1972, the Americans with Disabilities Act (ADA), and the Web Content Accessibility Guidelines (WCAG), to the extent applicable.

11. Authorized Users

Client will keep its user logins and passwords for the Products and Services and Support Services (together, the "Services") confidential and is responsible for all actions taken under its Authorized Users' accounts. Client will use reasonable efforts to make Authorized Users aware of the provisions of this Agreement that apply to their use of the Services and will cause them to comply. Client will comply with all applicable laws in using the Services and will promptly notify the Company of any suspected violation of this Agreement by an Authorized User. The Company may suspend or terminate an Authorized User's access on notice to Client if it reasonably determines that the Authorized User violated this Agreement.

12. Restrictions

12.1 Client will not use the Services beyond the scope of access granted in this Agreement.

12.2 Client will not allow anyone other than Authorized Users to access or use the Services from Client's accounts. Client will not, and will ensure its Authorized Users do not: (i) interfere with or disrupt the Services or related systems or networks, or use the Services other than for Client's benefit; (ii) copy, modify, create derivative works of, or distribute any portion of the Services; (iii) rent, lease, resell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available; (iv) transfer any of its rights under this Agreement; (v) remove any proprietary notices from the Services; or (vi) use the Services in any way that infringes, misappropriates, or violates any intellectual property or other right of any person, or that violates any applicable law.

12.3 Client will not, and will ensure its Authorized Users do not, reverse-engineer the Services or access them to build a competitive product or service.

13. Client Data

Client represents that it has the legal right and authority to access, use, and disclose Client Data to the Company. Client authorizes the Company to access, process, and use Client Data as necessary to perform its obligations under this Agreement.

14. Intellectual Property Protection

The Services are protected by copyright, trademark, service mark, international treaties, and other proprietary rights and laws of the United States and other countries. As between Client and the Company, the Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP. Client will comply with all applicable intellectual property laws and any copyright notices or restrictions in the Services. The trademarks, service marks, graphics, and logos used with the Services are trademarks or registered trademarks of, or proprietary to, the Company, except trademarks, service marks, graphics, and logos provided by Client for use in the Services, for which Client grants the Company a limited license to use in connection with this Agreement. Client will not reverse engineer, decompress, or disassemble any intellectual property or other Confidential Information of the Company.

The Company may temporarily suspend Client's or any Authorized User's access to any or all of the Products and Services if it reasonably determines that (i) there is a threat or attack on any Company IP; (ii) Client's or an Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of the Company; or (iii) Client or an Authorized User is using the Company IP for fraudulent or illegal activities. The Company will use commercially reasonable efforts to give Client written notice of any suspension, provide updates on resumption, and restore access as soon as reasonably possible after the cause of the suspension is resolved. The Company has no liability for any damages, liabilities, or losses (including loss of data or profits) that Client or an Authorized User may incur as a result of a temporary suspension.

15. License

Other than the limited right to use the Services in connection with a Ceremony, Client acquires no rights or licenses in or to the Services or any other information available on the Company's website or through the Services, including text, images, photographs, illustrations, multimedia, charts, indexes, reports, studies, data, and other posted materials and attachments.

16. Reservation of Rights

All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including improvements and all applications and registrations relating to the Services (the "Intellectual Property Rights"), are and remain the sole and exclusive property of the Company. All present and future rights in and title to the Services (including the right to exploit the Services over any present or future technology) are reserved to the Company. Except as specifically permitted in this Agreement, Client will not use the Company's Intellectual Property Rights or the Services, or the names of any individual participant in or contributor to the Services, or any variations or derivatives of them, for any purpose. All Intellectual Property Rights created as a result of the Company providing the Services belong to the Company.

17. Confidential Information

17.1 "Confidential Information" means all confidential or proprietary information of a Party in any medium, including applications, reports, and data (including student information, employee information, independent contractor information, grade transcripts, financial aid information, marketing, education and business plans, business affairs, account configuration data, customer-generated tags and categories, usage and traffic metrics, and other analytics or metadata, and all code and data related to configuring and operating software related to the Products and Services, to the extent provided by a disclosing Party), and knowledge and information not generally known in the industry that provides a competitive advantage (including technology, computer programs, research and development programs, formulas, know-how, forecasts, sales and marketing methods, financing sources, customer and mailing lists, customer usage and requirements, financial information, trade secrets, and data). Confidential Information includes the Services' source code, all derivative works based on it, and all related trade secrets, whether or not copyrighted. Neither Party has any obligation with respect to Confidential Information that: (a) is or becomes generally available to the public other than through a breach of this Agreement or of the receiving Party's legal or contractual obligations; (b) was already in the receiving Party's possession before the date of this Agreement; or (c) is independently acquired or developed by the receiving Party without reference to the other Party's Confidential Information.

17.2 Each Party will hold the other Party's Confidential Information in strict confidence, use it only for purposes of the Services, protect it with the degree of care it uses to protect its own Confidential Information (but not less than reasonable care), and take all reasonable steps to ensure its employees and agents do not disclose or distribute it in violation of this Agreement. Each Party's Confidential Information remains its sole and exclusive property, and each Party will maintain and reproduce all notices or markings on copies of the other Party's Confidential Information as they appear on the original or as the other Party reasonably requests.

17.3 Legal Requirements. If a court or governmental agency serves a Party with a subpoena, order, or other compulsory instrument to disclose Confidential Information, the fact that Confidential Information has been made available to it, or any terms of this Agreement, the receiving Party will: (a) give the other Party prompt written notice of the request and its circumstances; (b) consult with the other Party on whether to resist or narrow the request; (c) if disclosure is required, furnish only the portion its counsel advises in writing is legally required; and (d) cooperate with the other Party's efforts to obtain an order excusing disclosure or assuring confidential treatment.

18. Small Business Programs

Client will make commercially reasonable efforts to register the Company in any small business procurement program at Client's institution, and to help the Company complete enrollment in such programs, if one exists.

19. Warranties

19.1 Warranty for Services. The Company warrants solely to Client that the Products and Services and Support Services will materially conform to their description in this Agreement under normal use and when used consistently with this Agreement. As the Company's sole and exclusive liability and Client's sole and exclusive remedy for breach of this warranty, the Company will use commercially reasonable efforts to modify the Products and Services and Support Services to correct any non-conformity.

19.2 Client Warranties. Client represents and warrants that it has and will continue to have full power, authority, and legal right to enter into and perform this Agreement, and that any rights granted to Client under this Agreement do not infringe or violate any third party's intellectual property right or breach any contractual obligation binding on Client.

20. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 19, THE PRODUCTS AND SERVICES AND SUPPORT SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE ACCURACY OR NATURE OF THE CONTENTS OF THE PRODUCTS AND SERVICES AND SUPPORT SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT AGREES THAT USE OF THE PRODUCTS AND SERVICES AND SUPPORT SERVICES IS AT CLIENT'S SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES AND SUPPORT SERVICES WILL MEET CLIENT'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT DEFECTS WILL BE CORRECTED.

21. Limitation of Liability

21.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED WITH THE PRODUCTS AND SERVICES, THE COMPANY'S PERFORMANCE UNDER THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES, OR ANY CLAIM BY ANY OTHER PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 Total Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, AND AGENTS UNDER THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY), WILL NOT EXCEED THE GREATER OF $25,000 OR THE AMOUNT PAID BY CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

22. Miscellaneous

22.1 Force Majeure. Except for fees due for Products and Services and Support Services rendered, neither Party will be in breach of this Agreement or liable for any delay or failure in performance caused by events beyond its reasonable control, including armed conflict or resulting economic dislocation; embargoes; shortages of labor, materials, production facilities, or transportation; labor disputes or strikes; civil disorder; actions of civil or military authorities; fires, floods, or other weather events; telecommunications failures; internet slowdowns; and accidents. Performance dates will be extended for the time lost because of such events or because a Party, for reasons beyond its reasonable control, could not obtain instructions or information from the other Party in time to perform.

22.2 Relationship of the Parties. The Company is an independent contractor. Client has no authority over the Company's internal business affairs and decisions. The Company has no authority to act on Client's behalf except as required to deliver the Products and Services and Support Services and will not hold itself out as having such authority. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

22.3 Notice. Notices will be sent to the addresses set out in the Estimate and are deemed given: (i) on the date delivered in person; (ii) the day after sending by overnight courier; or (iii) three (3) days after mailing by first-class mail. An electronic copy of any notice to the Company must also be sent to [email protected], which alone does not constitute notice.

22.4 Counterparts; Electronic Signatures. This Agreement and any Estimate may be executed in counterparts, each of which is an original and all of which together are one instrument. The Parties consent to and acknowledge the validity of electronic signatures and electronic acceptance on industry-standard platforms.

22.5 Further Assurances. The Parties will execute such other documents and take such other actions as are reasonably necessary to carry out the purposes of this Agreement.

22.6 Binding Effect. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

22.7 Assignment. Neither Party may assign this Agreement in whole or in part (other than by operation of law) without the other Party's prior written consent, and any attempted assignment without consent is void, except that the Company may assign this Agreement to a third party acquiring all or substantially all of its assets. A change of control of the Company is not an assignment for purposes of this Agreement.

22.8 Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Subject to Section 22.9, any suit, action, or proceeding arising out of or relating to this Agreement will be brought in the courts of the State of California, and each Party irrevocably submits to their jurisdiction.

22.9 Arbitration. Any controversy, dispute, or claim arising out of or relating to this Agreement, or its breach, termination, enforcement, interpretation, or validity, including the scope of this agreement to arbitrate, will be resolved exclusively by arbitration under the Federal Arbitration Act, administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. All arbitration proceedings will be held in the State of California.

22.10 Amendment; Waiver. No amendment to or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties. No waiver is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right, remedy, power, or privilege operates as a waiver, and no single or partial exercise precludes any further exercise.

22.11 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that does not affect any other provision or invalidate that provision in any other jurisdiction. The Parties will negotiate in good faith to modify this Agreement to carry out their original intent as closely as possible.

22.12 Entire Agreement. The Estimate, the invoices, and this Agreement are the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, written or oral. If this Agreement conflicts with an Estimate or invoice, the Estimate or invoice governs.