Wizstudio Terms and Conditions

TERMS FOR WIZCOMMERCE STUDIO

Last Updated: 3rd November 2025

WizCommerce Incubex KRM6,

2nd Floor 397,

1st Cross Rd, 4th Block,

Koramangala, Bengaluru, Karnataka 560034

THESE TERMS FOR WIZCOMMERCE STUDIO (“TERMS”) GOVERN SUBSCRIPTION, ACCESS TO AND USE OF WIZCOMMERCE STUDIO, A SERVICE PROVIDED BY ORITUR TECHNOLOGIES PRIVATE LIMITED AND ITS AFFILIATES (“WIZCOMMERCE”). BY ACCESSING OR USING WIZSTUDIO, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS, WHICH GOVERN YOUR RIGHTS, OBLIGATIONS, AND USE OF ALL FEATURES, TOOLS, AND SERVICES MADE AVAILABLE THROUGH THE WIZSTUDIO PLATFORM. WIZSTUDIO IS OFFERED AS A STANDALONE SERVICE AND OPERATES UNDER ITS OWN SET OF TERMS AND CONDITIONS, INDEPENDENT OF ANY OTHER SERVICE OR SUBSCRIPTION YOU MAY HAVE WITH WIZCOMMERCE. THESE TERMS SHALL EXCLUSIVELY GOVERN ALL USAGE OF WIZSTUDIO, INCLUDING ANY IMAGE OR VIDEO GENERATION FEATURES, SERVICE TIERS, CONTENT CREATION TOOLS, AND ASSOCIATED USER INTERACTIONS.

IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE WIZSTUDIO’S SERVICES. FOR THE PURPOSES OF THESE TERMS ‘YOU’ SHALL MEAN AND BE IDENTIFIED AS THE ‘CLIENT’ OF WIZCOMMERCE STUDIO AND ALL REFERENCES TO ‘CLIENT’ SHALL MEAN AND REFER TO YOU.

DEFINITIONS
The following words when used with capitalized first letter shall have the following meaning in this Agreement:
1. "Affiliates" of a Person means any person/entity that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.
2. "Agreement" shall mean and include these Terms, the Additional Terms, the User Terms, and any other agreements expressly incorporated by reference in these Terms.
3. "Client Content" means any data, content, or information provided by the Client to WizStudio and shall include all work products created or developed by the Client using the WizStudio Platform for its business purposes.
4. "Client Data" means and includes Client Content and data related to Customer and User.
5. "Confidential Information" means all non-public information disclosed by a Party, or their respective Representatives that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) non- public information relating to a Party or its Affiliates' technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (b) third-party information that a Party and its Affiliates are obligated to keep confidential; and (c) the nature, content, and existence of any discussions or negotiations between the Client and WizStudio or WizStudio's Affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Party at the time of the Party's receipt of information from the other Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the Party without reference to other Party's Confidential Information.
6. "Control" (including, with correlative meaning, the term "under common Control"), as used with respect to any Person, means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of capital, partnership interest or any other equity interest, or ownership of voting rights or otherwise. Ownership of more than 50% (fifty percent) of the voting securities or other equity interest in a Person shall be deemed to constitute Control.
7. "Customer" means a customer of the Client.
8. "Error(s)" means any failure of the WizStudio Platform to perform materially in accordance with its documented functionality, excluding issues arising from third-party integrations, Client's internet connectivity, or use inconsistent with the Terms.
9. "Fees" means fees payable by the Client under this Agreement, including Subscription Fees and any applicable project or usage-based charges.
10. "Intellectual Property Rights" means all intellectual property rights and related priority rights protected, created or arising under the laws of India or any other jurisdiction or under any international convention, including all (i) patents and patent applications, including any continuation, continuation-in-part, divisional and provisional applications and any patents issuing thereon and any reissues, reexaminations, substitutes and extensions of any of the foregoing ("Patent"), (ii) trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers and any registrations, applications, renewals and extensions of any of the foregoing and all goodwill associated with any of the foregoing, (iii) Internet domain names and uniform resource locators, (iv) copyrights, mask works, works of authorship and moral rights and any registrations, applications, renewals, extensions and reversions of any of the foregoing, (v) trade secrets, know- how and confidential and proprietary information, information, designs, formulae, compositions, algorithms, procedures, methods, techniques, ideas, research and development, data, specifications, processes, inventions (whether patentable or not and whether reduced to practice or not) and improvements, in each case, excluding any of the foregoing that comprise or are protected by issued Patents or published Patent applications, (vi) rights in and to Technology, and (vii) other proprietary rights relating to any of the foregoing including all remedies against infringements thereof, rights to protection of interests therein, all past, present and future income, royalties and payments receivable in respect thereof, and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of the foregoing, and the right to sue and recover for past, present and future infringements or misappropriations the foregoing).
11. "Marks" means any trademarks, service marks, service or trade names, logos, and other designations of WizStudio and its Affiliates that may be made available to the Client in connection with this Agreement.
12. "Person" means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust, or other entity or organization, whether or not a juridical person.
13. "Representatives" of a Person means the employees, officers, directors, auditors, and professional advisors of such Person, the Affiliates of such Person, and the employees, officers, directors, auditors, and professional advisors of such Affiliates.
14. "Restricted Person" means any employee, consultant, or other personnel of a Party who is/was engaged in the provision of services under this Agreement or performance of this Agreement.
15. "Service Attributes" means usage data related to the Client and its User(s) use of the WizStudio Platform and Services, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics.
16. "Software" means the proprietary software, systems, and Artificial Intelligence ("AI") technologies that power the WizStudio Platform, through which the Services are made available to Clients and Users, including all related functionality, interfaces, and features accessible online.
17. "WizStudio" means Oritur Technologies Private Limited, operating through its WizCommerce business division, which owns and operates the WizStudio Platform.
18. "WizStudio Platform" means the website for cloud-based, AI-enabled visual content creation platform developed and operated by WizCommerce (Oritur Technologies Private Limited), which allows Clients and Users to generate, edit, and enhance product visuals, images, and videos through automated tools, customization options, and AI-powered workflows, accessible via web or other authorized interfaces.
19. "Subscription Fee" means the recurring fee payable by the Client for access to and use of the WizStudio platform and its features, based on the selected service tier (such as Free Trial, Starter, Pro, or Enterprise).
20. "Suggestions" means all suggested improvements to the Services or Software that the Client provides to WizStudio.
21. "Third Party Content" shall mean any content provided by a Person that is not a Party.
22. "Updates" means modifications, enhancements, or improvements to the WizStudio Platform or Services made available generally to Users, which may include performance improvements, new features, or User interface changes.
23. "Upgrades" means optional, premium, or enterprise-level enhancements or additional service features that may be offered by WizStudio for an additional fee.
24. "User" means the person authorized by the Client to use the WizStudio Platform and Services.
25. "Work Product" means any and all content, materials, visuals, videos, assets, concepts, designs, specifications, approaches, methodologies, tools, enhancements, innovations, and other works - whether completed or in progress - that are developed, produced, generated, or delivered by WizStudio in connection with the Services under this Agreement. This includes, without limitation, AI-enhanced product visuals created from Client-uploaded images, image upscaling, background replacement, lighting adjustments, contextual or lifestyle placements, and AI-generated videos (excluding voiceovers) intended for marketing and digital use.
DESCRIPTION OF WIZCOMMERCE STUDIO
WizCommerce Studio ("WizStudio ") is a Business-to-Business (B2B) and Business-to-Consumer (B2C) service that enables Users to generate enhanced and visually optimized content, including images and videos ("Output"), based on product visuals and inputs provided by the Clients. These Outputs are created using a combination of proprietary AI tools, manual curation, and advanced visual editing techniques. WizStudio allows Clients to upload their product images, which are then transformed through AI-powered workflows into high-quality, market-ready visuals. This includes image upscaling, background replacement, lighting adjustments, contextual placements, and now, the generation of videos. These videos are created without voiceovers and are designed to help Clients market their products through dynamic, visually engaging formats suitable for digital and social media platforms. WizStudio offers contextual lifestyle environments and realistic settings tailored to the nature of the products being showcased, allowing businesses and creators to elevate their marketing content effectively. The platform supports content generation for a wide range of industries, particularly within e-commerce, design, and consumer goods.
USER SIGN-UP PROCESS
The following are the steps for registration and creation of account by Users:
1. To create an account, Users are required to provide their name, email address, and a secure password. Depending on the selected service tier, additional business information or verification may be requested. Once the account is successfully created and verified via email confirmation, Users can log in and access the WizStudio dashboard.
2. Users then select a service tier based on their specific requirements. Upon registration and tier selection, Users gain access to tools that allow them to generate image and video content by uploading product visuals, entering descriptive prompts, and selecting customization options.
3. The generated content can be reviewed and refined within the WizStudio Platform, and subsequently downloaded at the User's discretion for either commercial or personal use. WizStudio offers multiple service tiers, including Free Trial, Starter, Pro, and Enterprise, each providing varying levels of access, features, usage limits, and support.
CLIENT CONTENT
1. You represent and warrant that you retain all ownership and rights in, and title and interests to, the original product images, data, or materials you submit to WizStudio ("Client Content"). You further represent and warrant that you have all the rights, licenses, authorizations and permissions, as necessary, to submit Client Content and to permit WizStudio to process and use Client Content in accordance with the Terms.
2. You grant WizStudio a non-exclusive, royalty-free, worldwide license to use, process, enhance, transform, reproduce, adapt, create derivative works, and/or use in any manner, solely for the purpose of providing WizStudio services ("Services"), including the generation of Output.
3. WizStudio reserves the right to remove any Client Content that it reasonably believes violates applicable laws or any third-party rights.
SUBSCRIPTION PLAN
1. Subject to payment of the applicable Subscription Fee and compliance with these Terms, WizStudio grants the Client and its authorized Users a limited, non-exclusive, non-transferable right to access and use the WizStudio platform and its available features through the Client's account, for the duration of the applicable subscription term.
2. Any modifications to a subscription plan, such as upgrading or downgrading the service tier, will be managed directly through the WizStudio Platform or as otherwise notified by WizStudio.
3. Third Party Services : In providing the Services, WizStudio may use or integrate third-party technologies, including AI models, cloud hosting, or visual enhancement tools. Additionally, Users may access or interact with third-party content (such as stock visuals, backgrounds, or data integrations) available within or linked through the platform ("Third-Party Content"). WizStudio does not control or endorse such Third-Party Content and disclaims responsibility for any errors, omissions, or issues arising from its use. Clients and Users are advised to review the applicable third-party terms of use and Privacy Policy before engaging with such content or integrations.
REPRESENTATIONS AND WARRANTIES
1. Each Party represents and warrants to the other Party that:
  1. it is duly incorporated, registered, and existing under the laws of the country from which it originates;
  2. it has the corporate power, capacity, and authority to execute and enter into this Agreement and perform its obligations hereunder;
  3. this Agreement constitutes obligations that are legal, valid, binding, and enforceable against it;
  4. it shall perform its obligations hereunder in good faith and in a workmanlike and professional manner;
  5. all information, Intellectual Property Rights or otherwise utilized during the performance of the Agreement will not violate or infringe upon the trademark, copyright, or any other Intellectual Property Rights of any person or entity and the same are free and clear of any liens or claims by third parties.
2. WizStudio warrants that it has the requisite licenses, registrations, skills, capabilities, and manpower to perform its obligations under this Agreement.
3. The Client represents and warrants that it shall provide all Users all necessary privacy notices and obtain all necessary consents for their use of the Software and Services.
CONFIDENTIALITY, SECURITY AND DATA PRIVACY
1. Security. WizStudio will implement reasonable and appropriate measures designed to secure the Client and its User(s) against accidental or unlawful loss, access, or disclosure.
2. Data Privacy. WizStudio will not access or use the Client Data except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. WizStudio will not disclose any Client Data to any government or third party except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it violates the law or a binding order of a governmental body, WizStudio will give the Client and its User(s), as applicable, notice of any legal requirement or order referred to in this Section 7.2 (Data Privacy). WizStudio will only use the Client Data in accordance with these Terms.
3. Confidentiality. The Parties agree and undertake:
  1. To keep all Confidential Information it receives confidential and only use it to perform its obligations under this Agreement or as reasonably required for the provision or receipt of the Services (including use of any Work Products and any Client Data).
  2. Not to disclose Confidential Information to any third party, except where:
    1. necessary for performance under this Agreement or as reasonably required for provision/receipt of the Services (including use of the Work Products and any Client Data) – the Party disclosing Confidential Information to any third party is responsible for ensuring that the third party maintains the confidentiality of the disclosed information; or
    2. required by applicable law, although the other Party must be given reasonable prior notice (where lawful).
  3. On termination or expiry of this Agreement, Parties shall be bound by the terms under Section 16.4 (Effect of Termination) in relation to the other Party's Confidential Information.
4. Consents. The Client will take and maintain appropriate consent from the Users for their use of the Software and Services. The Client must ensure that all Users understand that the Client Data will be used by WizStudio in accordance with the Agreement.
OUTPUT INTELLECTUAL PROPERTY
1. You acknowledge and agree that the Services include the use of AI tools, along with human input, to provide the Output. You agree that all Output generated through the Service shall be the sole and exclusive property of WizStudio. The Output may include contributions of generative AI and proprietary techniques, and WizStudio retains the ownership of such Output to the extent permitted by law.
2. The Parties agree that the Output, in anonymized form, may be used by WizStudio, solely for internal research, development, training, and/or benchmarking purposes. WizStudio shall not use the Output for any commercial purposes, unrelated to the Client, or share the Output with third-parties in a manner that could reasonably be viewed as disclosure of Client Confidential Information, and a breach of obligations of confidentiality.
3. You hereby agree, you shall not distribute or sub-license the Output for the benefit of any third-party, outside your business or your Affiliates. You further acknowledge and agree that you are solely responsible for reviewing the Output before using or distributing it. WizStudio does not guarantee the technical accuracy, realism, or fit-for-purpose quality of the Output and disclaims liability for decisions made based on reliance thereon.
LICENSE RESTRICTION AND USAGE RIGHTS
1. The Parties acknowledge and agree that the Output is licensed to the Client for use for its internal and commercial purposes, including without limitation, for marketing and promotion, such as product catalogues, online listings, sales materials, presentations, and advertisements.
2. Client hereby agrees to not use the Output for unlawful, defamatory, misleading or unethical purposes, or in any manner which may harm the reputation of WizStudio or violate any applicable law. It is hereby clarified that redistribution or resale of the Output in any manner which competes with the business of WizStudio is strictly prohibited. WizStudio reserves the right to terminate this Agreement, restrict the access of the Services, and/or take such actions, as permitted under applicable law, in the instance of any breach or suspected breach of this Section.
DATA USE, RETENTION & CONSENT
1. Data Deletion upon Account Closure: Upon deletion of a User's account, all personal data and User-generated prompts are permanently erased from WizStudio systems. However, minimal residual data—such as transaction records required under applicable tax, legal, or regulatory frameworks—may be retained solely for compliance purposes. No creative inputs, prompts, or AI-generated outputs are retained beyond this limited scope.
2. Use of Data for Model Improvement: User Data and prompts may be used to improve, refine, or train WizStudio's AI models only with the User's explicit consent. This purpose is transparently disclosed in the Privacy Policy. In the absence of such consent, no User Data, prompts, or content will be used for model training, analytics, or enhancement.
3. No Use of Individual Behavior for Recommendations: The AI model does not analyze or leverage individual User behavior or personal data to generate recommendations or personalized content. The AI functions solely based on the specific prompts and inputs provided by the User, and does not utilize behavioral patterns or historical usage data for prediction or suggestion purposes.
DISCLAIMERS
1. The Parties acknowledge that the Services are provided "as is". WizStudio does not guarantee the factual accuracy or realism of the Output. Any depiction of spaces, lighting, dimensions, environment, setting or product textures is illustrative in nature, and should not be relied upon as technically or architecturally accurate.
2. You acknowledge that the quality of the Output depends significantly over the quality of the Client Content. WizStudio disclaims all liability for substandard results arising from poor image inputs or Client Content.
3. WizStudio does not guarantee real-time or continuous availability of the Services, and you hereby agree that the turnaround time for processing, unless specifically agreed in writing, may vary depending on complexity, volume, customization requirements, etc.
AI-GENERATED CONTENT: DISCLAIMERS, LIMITATIONS, AND RESPONSIBILITIES
1. AI Tools and Third-Party Services: You acknowledge and agree that the Output is generated using a combination of proprietary tools, manual input, and AI models, including those made available by third-party service providers. WizStudio does not control the architecture or datasets used to train these third-party AI models and disclaims liability for any inaccuracies, misrepresentations, or unintended outputs generated due to inherent limitations of such third-party tools.
2. AI limitations and errors: The Client acknowledges that the Output generated through the Services may contain inaccuracies, distortions, or artifacts due to the limitations of AI and image generation tools. Such Output is illustrative in nature and may not always reflect real-world physics, materials, or dimensions. WizStudio makes no warranties as to the fitness, reliability, or accuracy of AI-generated Outputs and disclaims any liability for decisions made based on such Outputs.
3. Ethical considerations, bias and content moderation: WizStudio's AI tools are designed with integrated safeguards—such as content filtering, prompt moderation, restricted inputs, and bias-mitigation techniques—to reduce the risk of generating offensive, explicit, or inappropriate content. These systems are regularly reviewed and updated to improve reliability and align with acceptable content and ethical standards. However, due to the inherent limitations of AI technologies and reliance on third-party models, WizStudio does not guarantee complete prevention of biased, inaccurate, or objectionable outputs. WizStudio expressly disclaims any responsibility or liability for any such content. Clients are solely responsible for reviewing and validating all Output to ensure compliance with their brand, legal, regulatory, and ethical requirements prior to any use or publication.
4. Content involving children: WizStudio may be used to generate content featuring children; however, strict safeguards are in place to prevent the creation of any content that is unsafe, exploitative, vulgar, or otherwise inappropriate. All such content is subject to automated filtering and moderation protocols to ensure compliance with applicable child protection and content safety standards.
5. No guarantee of originality: Due to the nature of generative AI, WizStudio cannot guarantee that the Output is entirely unique or that similar outputs have not been generated for other clients or users of similar tools. The Client acknowledges this risk and agrees that WizStudio shall not be liable for any claims of lack of originality, duplication, or similarity to other content.
INTELLECTUAL PROPERTY DISCLAIMERS FOR AI-GENERATED CONTENT
1. WizStudio uses AI tools designed and trained to generate original visual and video content. While safeguards are in place to avoid replication of copyrighted, trademarked, or otherwise protected third-party content, due to the generative nature of AI technologies, WizStudio does not guarantee that any Output will be free from potential intellectual property infringement or third-party rights claims.
2. You acknowledge and agree that:
  1. All Outputs generated through WizStudio are created based on the prompts, materials, and inputs provided by you.
  2. You are solely responsible for reviewing the Output for compliance with applicable intellectual property laws prior to any use, publication, or distribution.
  3. WizStudio shall not be liable for any infringement, misappropriation, or violation of third-party intellectual property rights arising from your use of the Output.
3. Users are reminded that the Terms require compliance with all applicable intellectual property laws, and that WizStudio reserves the right to suspend or terminate access if it reasonably believes the platform is being used in violation of such laws. Outputs may be monitored for potential infringement risks, but WizStudio does not provide legal guarantees or assurances regarding IP clearance.
REVIEW, MODERATION, AND USER REPORTING
1. WizStudio employs automated safeguards and filtering systems to detect and block inappropriate, unsafe, or non-compliant AI-generated content. While these tools provide frontline moderation, WizStudio does not conduct manual review of all Outputs. Clients remain solely responsible for reviewing, validating, and approving all generated content before any external publication, distribution, or commercial use.
2. A dedicated moderation process is in place, combining automated systems with limited human oversight. Human intervention occurs in specific scenarios, such as flagged content, escalated issues, or projects requiring manual input ("Create For You " services). All Outputs are made available to Clients for internal review and quality assurance prior to final use, and WizStudio disclaims liability for any consequences arising from unreviewed, misused, or non-compliant content.
3. Users can flag Outputs they find inappropriate or problematic directly within the platform. Flagged content is escalated to WizStudio's moderation team for internal review, and appropriate actions may be taken at WizStudio's discretion, including removal or additional filtering. While this mechanism supports safer use of the Services, WizStudio does not guarantee immediate action or automatic removal, and disclaims liability for delays or reliance on unreviewed flagged content.
4. WizStudio also conducts regular audits of AI-generated Outputs to monitor for bias, unintended results, and adherence to safety and content guidelines.
FEES AND PAYMENT
The Services shall be accessible to Clients through subscription plans available on the WizStudio portal or under any separate billing arrangement as may be agreed with the Client. Clients must create an account, purchase credits, and select a subscription plan to access and use the Services. Fees shall be payable as per the subscription plan or agreed billing arrangement chosen by the Client. WizStudio reserves the right to modify, update, or revise the subscription plans, including the applicable Fees, at its sole discretion, with prior notice on the platform or through other reasonable means.

All payments shall be made in accordance with the payment terms and methods specified on the WizStudio portal or as otherwise agreed with the Client. Standard payment terms will apply based on the subscription plan unless otherwise provided for under a separate billing arrangement. Subscription fees and purchased credits are non-refundable except as expressly provided under these Terms. Continued use of the Services after any change in Fees or subscription plans shall constitute the Client's acceptance of such revised terms.
TERM AND TERMINATION
1. Term of the Agreement: The term of this Agreement will commence from the date of your access of the Services and shall continue in full force until (i) you cease your access to the Services, or (ii) all subscriptions (whether on per-project, per-image or subscription basis) granted in accordance with the Terms.
2. Subscription Term: The initial subscription term for the Services shall commence from the date the Client successfully registers on the WizStudio portal and purchases credits or selects the applicable Services, and shall continue for the validity period specified on the WizStudio portal at the time of such purchase. The subscription shall not automatically renew upon expiry of the validity period, and continued access to the Services shall be subject to the Client obtaining additional credits or purchasing applicable Services on the WizStudio portal from time to time. Any notice of termination of this Agreement by either Party must include a 'Termination Date' that complies with the notice periods set out in this Section 16.2 (Subscription Term). If the Client has agreed to a lock-in period on the WizStudio portal, the Client shall not have the right to terminate access to the Services prior to the expiry of such lock-in period. In the event the Client terminates access before the expiry of a lock-in period, the Client shall be liable to pay the full subscription fee for the remaining duration of the lock-in period as an early termination fee.
3. Termination:
  1. By Either Party : Either Party may terminate this Agreement for cause, if the other Party is in material breach of this Agreement and the material breach remains uncured for a period of 30 (thirty) days from receipt of notice by the other Party.
  2. By WizStudio: WizStudio may also terminate this Agreement immediately upon notice to the Client:
    1. for cause, if the Client breaches any of its obligations, including obligations in relation to payment of applicable Fees, and such breach has not been resolved by the Client to the satisfaction of WizStudio in a reasonable period;
    2. in order to comply with the applicable laws or any requests of governmental entities.
  3. By the Client: If the Services are unavailable for a continuous period of 5 (five) days, the Client may send a notice of unavailability of Services setting out in detail the issues that the Client is facing with WizStudio. If the Services continue to be unavailable after 10 (ten) days from the date of receipt of notice from the Client, the Client may terminate this Agreement immediately with a notice.
  4. For Force Majeure: This Agreement may be terminated in the instance of a Force Majeure Event, in accordance with Section 19.3 of the Terms.
4. Effect of Termination: Upon the termination of this Agreement:
  1. License to use Services and in Output : The Client's license to use the Services shall cease. However, it is hereby clarified, Client's license to use the relevant Outputs, delivered before the date of termination, shall continue to be in effect, provided that the Client has fulfilled all of its Fees or payment obligations.
  2. Client Content and Confidential Information : WizStudio shall return Client Content, or any other Confidential Information disclosed by Client, for the purposes of availing the Services. If any Client Content or Confidential Information disclosed by Client cannot be returned, WizStudio agrees to destroy such Client Content or Confidential Information. This includes any hard copies of any Client Content, including any digital copies, or photocopies, as relevant. Client shall also return or destroy any Confidential Information disclosed by WizStudio, in accordance to the confidentiality obligations under the Terms.
  3. Payments and Fees:
    1. If this Agreement is terminated by the Client, in accordance with Sections 16.3.1. (Termination by Either Party) and 16.3.3. (Termination By the Client) above, then WizStudio shall refund only the Fee pre-paid for the Services, before the date of termination of this Agreement. In no other circumstances shall WizStudio be liable to refund any monies under this Agreement to the Client.
    2. If this Agreement is terminated by WizStudio, in accordance with Sections 16.3.1 (Termination by Either Party) and 16.3.2 (Termination by WizStudio), then the Client shall be responsible for all Fees that have become due and payable as of the Termination Date and shall continue to remain responsible for any Fees that become payable during the post-termination period.
MODIFICATION OF TERMS
WizStudio may update or modify these Terms from time to time. When changes are made, WizStudio will make a new copy of the Terms available on the same link, and will also update the "Last Updated" date above. If WizStudio makes any material changes, and you have registered an account or purchased Services or credits through the WizStudio portal, WizStudio will also send an email to you at the last email address you provided to us pursuant to these Terms. Any changes to the Terms will be effective immediately for new Users of the Services and the Software and will be effective thirty (30) days after posting notice of such changes on the link for existing Users. The Client's use of the Services and the Software following the posting of any revised Terms shall be deemed acceptance of the revised policy. WizStudio strongly recommends checking the Terms periodically. If the Client disagrees with the provisions of these Terms at any time, then the Client's sole remedy is to terminate its use of the Services and the Software. Continued use of the Services or the Software constitutes the Client's agreement to the Terms in effect.
INDEMNIFICATION
1. General: The Client will indemnify, defend, and hold harmless WizStudio and its Affiliates and each of their respective Representatives ("WizStudio Indemnified Parties") from and against any losses, damages, claims, and proceedings (including costs) raised against WizStudio that arise due to (i) any use of the Services by the Client and its Users (whether or not permitted by the Client) in violation of this Agreement, (ii) the Client's breach of this Agreement or violation of applicable law by the Client (including submission of any incorrect or inaccurate Tax Information), (iii) claims made by any third party relating to infringement of their Intellectual Property Rights as a result of any Client Content, (iv) use of the Outputs as prohibited under the Terms, by the Client or any Users (whether or not authorized by the Client) including employees, officers, agents, representatives, Customers, business partners of the Client. The Client will reimburse WizStudio Indemnified Parties for reasonable attorneys' fees, as well as for the time and materials spent responding to any third-party summons or other compulsory legal order or process associated with third-party claims described in this Section 18.1. (Indemnification) at WizStudio Indemnified Party's then-current hourly rates.
2. Intellectual Property Indemnity:
  1. For any third-party claims arising out of infringement of Intellectual Property Rights, as a result of the Output or the use of the Services by the Client, as per this Agreement, WizStudio will, at its election, either: (i) procure the rights to use that portion of the Output or the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Output or the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Output or the Services to make it non-infringing, or (iv) terminate the allegedly infringing portion of the Services, or this Agreement, in accordance with the Terms.
  2. The remedies provided in this Section 18.2. (Intellectual Property Indemnity) are the sole and exclusive remedies available for any third-party claims of infringement or misappropriation of intellectual property rights by the Output or the Services.
  3. It is hereby clarified that WizStudio shall not be liable to the Client under this Section 18 (Indemnification) or otherwise, if the infringement is caused by, any Client Content.
3. Process: The obligations under this Section 18 (Indemnification) will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim so as to not prejudice the other Party's ability to defend the claim; (b) permits the other Party to control the defense and settlement of the claim (applicable only where we are the indemnified party); and (c) reasonably cooperates with the other party (at the other Party's expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the other Party's written consent.
MISCELLANEOUS
1. Assignment. The Client will not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement. The Client will not sub-license, re-distribute, or resale the Outputs provided by WizStudio using the Services to any third-party. WizStudio may assign this Agreement without the Client's consent (a) in connection with a merger, acquisition, or sale of all or substantially all of WizStudio's assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for WizStudio as a Party to this Agreement and WizStudio is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.
2. Entire Agreement. These Terms and any other agreements expressly incorporated by reference herein, as applicable, constitute the entire and exclusive understanding and agreement between the Client and WizStudio regarding the Client's use of and access to the Services (the "Agreement"). This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. In the event of any conflict, the Terms shall prevail, except that any specific document or arrangement relating to fees and payment shall prevail with respect to pricing matters.
3. Force Majeure. WizStudio and its Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond their reasonable control, including acts of God, labor disputes or other industrial disturbances, pandemics, epidemics, government imposed lockdowns, electrical or power outages, utilities or other, telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war ("Force Majeure Event"). Should a Force Majeure Event last more than 30 (thirty) days and WizStudio is unable to perform the Services due to the occurrence of the Force Majeure Event, then either Party has the right to terminate this Agreement and the provisions of Section 16 (Term and Termination) shall apply.
4. Governing Law and Jurisdiction. The laws of the State of Delaware, without giving effect to principles of conflict of laws, shall govern all matters arising out of or relating to this Agreement. Each Party hereto consents to exclusive personal jurisdiction in the State of Delaware and voluntarily submits to the jurisdiction of the courts of the State of Delaware in any action or proceeding with respect to this Agreement, including the federal district courts located in such State.
5. Dispute Resolution. Any dispute or claim relating in any way to this Agreement will be resolved by binding arbitration by a sole arbitrator appointed who shall be selected by the American Arbitration Association and shall have expertise in the subject matter of the dispute and whose written final decision shall be final and binding upon the Parties. The fees, expenses, and costs of the arbitrator shall be borne equally by each Party except to the extent specifically awarded otherwise by the arbitrator. All materials submitted to the arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to Section 19 hereof. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be Delaware. The Parties agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
6. Waiver of Jury Trial. Each of the Parties hereby unconditionally waives any right to a jury trial with respect to and in any action, proceeding, claim, counterclaim, demand, dispute, or other matter whatsoever arising out of this Agreement.
7. Independent Contractors; Non-Exclusive Rights. The Parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party nor any of their respective Affiliates is an agent of the other for any purpose or has the authority to bind the other. The Client will not misrepresent or embellish the relationship between the Client and WizStudio (including by expressing or implying that WizStudio supports, sponsors, endorses, or contributes to the Client or its business endeavors).
8. Use of Marks. The Client may only use the Marks in accordance with WizStudio's prior written permission.
9. Language. All communications and notices made or given pursuant to this Agreement must be in the English language.
10. Publicity. The Client will not issue any press release or make any other public communication with respect to this Agreement or the use of the Services without prior written consent from WizStudio.
11. Notice. Unless otherwise specified, any notice, demand, or other communication (each a 'notice') required or permitted under this Agreement shall be in writing and be given by e-mail or any reputed courier service or by speed post to the address set out on the first page of this Agreement and the email addresses provided on the signature page below. Notices should be addressed to the person set out below. Either Party may change its address or representative for receiving notices upon issue of notice of such change to the other.
12. Non-solicitation. The Parties agree that during the subsistence of this Agreement and for a period of 12 (twelve) months from termination or expiration of this Agreement, unless otherwise agreed by the Parties in writing, neither Party shall hire, engage, employ, or solicit for employment/engagement in any capacity, directly or indirectly, any Restricted Person. Breach of this section shall constitute a material breach, and in the event of such a breach, the breaching Party shall pay to the other Party, damages equivalent to 12 (twelve) months' compensation of such Restricted Person and the legal expenses incurred for the enforcement of this provision.
13. No Third-Party Beneficiaries; Affiliates. Except as set forth in Section 18 (Indemnification), this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to this Agreement. The Client acknowledges and agrees that WizStudio's rights and obligations under this Agreement may be exercised or performed by one or more of its Affiliates.
14. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
15. Limitation of Liability: To the maximum extent permitted by applicable law, the total aggregate liability of WizStudio to the Client and its Affiliates, arising out of or in connection with this Agreement, whether in contract, warranty, or otherwise, shall not exceed the total Fees actually paid by the Client to WizStudio for the Services during the twelve (12) months immediately preceding the event giving rise to such claim; provided that if the Services are provided free of charge (including trial), WizStudio shall have no liability whatsoever except in cases of wilful misconduct or gross negligence. In no event shall WizStudio Parties be liable for any indirect, consequential, incidental, exemplary, punitive, or special damages, or for any loss of profits, data, goodwill, or business interruption, even if advised of the possibility of such damages. The foregoing limitations shall not apply to (a) the Client's payment obligations; (b) either Party's indemnification obligations; (c) breach of confidentiality obligations; or (d) any liability that cannot be excluded or limited under applicable law.