TERMS & CONDITIONS

Last updated: 4th Jan 2025

1. Introduction

These Terms & Conditions (“Terms”) govern your access to and use of the services providedby Juicelabs AI Private Limited, a company incorporated under the laws of India(“Company”, “we”, “us”, or “our”), including our websites, applications, platforms, AI toolsand related services (collectively, the “Services”).

By accessing or using the Services, or by clicking “I agree” or similar, you agree to be boundby these Terms and our Privacy Policy (together, the “Agreement”). If you are using theServices on behalf of an organisation, you represent and warrant that you have the authorityto bind that organisation, and “you” or “Customer” will refer to that organisation.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

In these Terms:

“Account” means a registered account to access the Services.
“Workspace” means a shared environment within the Services under a singlesubscription, organisation, client, or brand.
“Authorised Users” means individuals authorised by you (for example, youremployees, contractors, or agency partners) to access the Services under yourAccount or Workspace.
“Inputs” means prompts, briefs, assets, data, or other content you or yourAuthorised Users provide to the Services, including any text, images, video, audio,datasets, documents, or other materials.
“Generated Content” means any and all content, outputs, data, materials, orintellectual property generated, created, or produced by the AI tools as a result ofyour use of the Services, including, but not limited to, deliverables, reports,documents, images, text, or other digital assets. The Generated Content has twomain parts:

“Creative Outputs” means production-ready deliverables created andsupplied by us and includes: (i) scripts (final copy/VO/subtitles); (ii) images(final stills, artwork, layered production files); and (iii) video (final edits, projectfiles, renders, and cut-downs).
“Creative Strategies” means non-production materials such as ideas,themes, mood boards, prompts, frameworks, routes, treatments, strategydecks, and concept notes. Creative Strategies are for ideation only and arenot Creative Outputs.

“Content” means collectively Inputs and Generated Content, as well as any otherinformation, data and materials provided, uploaded, generated or made availablethrough the Services.
“Order Form” means any online or offline order, proposal, or subscriptionconfirmation that references these Terms and sets out your selected plan, usagelimits, fees, and other commercial details.
“Third-Party Content and Services” means any third-party content, models,software, stock libraries, fonts, music, data sources, APIs, platforms, or services thatare used by or integrated with the Services or that you choose to connect to or use inconjunction with the Services.

3. Eligibility and account registration

3.1 Eligibility

You must be at least 18 years old and have legal capacity to enter into a binding contractunder the laws of your jurisdiction. The Services are intended for business and professionaluse and not for personal or household use by minors.

3.2 Account registration

To use certain features of the Services, you must create an Account and provide accurate,current and complete information. You agree to:

Keep your Account information up to date;
Maintain the confidentiality of your login credentials; and
Be responsible for all activities that occur under your Account

You must promptly notify us at support@juicelabs.ai of any actual or suspectedunauthorised use of your Account.

3.3 Authorised Users

You are responsible for the actions and omissions of your Authorised Users, and forensuring they comply with these Terms and any applicable policies.

4. Subscription plans, fees and payment

4.1 Plans and usage

Access to the Services may be provided on a free, trial, or paid subscription basis, asdescribed in the applicable Order Form or billing page. Each plan may have specificfeatures, usage limits (for example, seats, workspaces, brands, credits, or volume of usage)and pricing.

4.2 Fees and billing

You agree to pay all fees specified in the applicable Order Form or billing page. Unlessotherwise stated:

Fees are quoted and payable in USD
Subscriptions are billed in advance on a recurring basis (for example, monthly orannually);
Fees are based on the subscribed plan and not on actual usage, unless explicitlystated otherwise.

4.3 Taxes

All fees are exclusive of any taxes, including GST, VAT, sales, service, use, or similar taxes.You are responsible for paying all applicable taxes, duties and government charges imposedin connection with your use of the Services, other than taxes based on our income.

4.4 Payment methods

You authorise us and our payment processors to charge your designated payment methodfor all amounts due under the Agreement. If a payment is not successfully settled (forexample, due to expiration, insufficient funds or other reasons) and you do not update yourpayment information, we may suspend or terminate your access to the Services.

4.5 Renewals and cancellations

Unless otherwise stated in an Order Form:

Your subscription will automatically renew at the end of each billing period at thethen-current rates, unless you cancel before the renewal date;
You may cancel your subscription via your Account settings or by following anyinstructions specified in the Order Form. Cancellation will take effect at the end of thecurrent billing period.

4.6 Refunds

Except where required by applicable law or expressly stated in an Order Form, all fees arenon-refundable and non-creditable, including in cases of downgrades, cancellation, orpartial use of the Services unless defined otherwise in the SLA.

5. Use of the Services

5.1 Licence to use the Services

Subject to these Terms and your payment of applicable fees, we grant you a limited,non-exclusive, non-transferable, non-sublicensable licence to access and use the Servicesfor your internal business purposes during the subscription term.

5.2 Acceptable use

You must not, and must ensure that your Authorised Users do not:

Use the Services in any manner that violates applicable law, regulation, or third-partyrights;
Use the Services to create, generate or disseminate content that is illegal,defamatory, obscene, hateful, discriminatory, harassing, misleading or otherwiseobjectionable;
Use the Services to create or distribute deceptive or harmful advertising, oradvertising that violates any applicable advertising laws, regulations, or platformpolicies;
Attempt to gain unauthorised access to the Services or related systems or networks;
Reverse engineer, decompile, disassemble or otherwise attempt to derive sourcecode from the Services, except to the extent such restriction is prohibited by law;
Interfere with or disrupt the integrity or performance of the Services;
Circumvent or attempt to circumvent any usage limits, rate limits, or access controls;
Use the Services to develop competing products or services in a way that involvescopying or misusing our intellectual property or confidential information.

We reserve the right to investigate suspected violations of this Section 5 and may suspendor restrict access to the Services where we reasonably believe such action is necessary toprotect the Services, our users, or third parties.

5.3 Third-party services and integrations

The Services may offer integrations or connections with Third-Party Content and Services(such as advertising platforms, analytics tools, CRMs, or storage providers). Your use ofsuch Third-Party Content and Services is subject to their separate terms and policies. We donot control and are not responsible for Third-Party Content and Services. By enabling anintegration, you authorise us to access and exchange data with the relevant Third-PartyContent and Services as necessary to provide the integration.

6. Your Content and licence to us

6.1 Ownership of Inputs and Generated Content

As between you and us, and subject to Section 7 and any applicable law:

You retain ownership of your Inputs and any other content you or your AuthorisedUsers provide to the Services; and
You will own the Generated Content created specifically for your Workspace,including both Creative Outputs and Creative Strategies, except for:

our underlying software, models, algorithms, tools, templates, methodologies,and know-how; and
any Third-Party Content and Services or other third-party content, data ormaterials that may be incorporated (for example, stock assets or contentmade available under separate licences).

You are solely responsible for the legality, reliability, accuracy and quality of your Inputs andany personal or sensitive data contained in them

6.2 Your responsibility for Content

You represent and warrant that:

You have all necessary rights, licences and permissions to use, upload, share andprocess the Inputs and any other Content through the Services;
Your Content does not infringe any intellectual property, privacy, publicity or otherrights of any third party; and
Your use of the Services and your Content complies with all applicable laws,regulations, and industry or platform rules (including advertising and consumerprotection laws).

6.3 Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicence toour service providers) to host, store, reproduce, process, adapt, modify, translate, displayand otherwise use your Content (including Inputs and Generated Content) solely to:

Provide, maintain and improve the Services for you and your organisation;
Operate features such as collaboration, brand playbooks, templates, versioning andevaluation;
Address security, support, and technical issues; and
Comply with applicable law and enforce our rights.

This licence continues for as long as your Content is stored in our systems, subject to ourdata retention practices and legal obligations.

7. Generated Content, Creative Outputs and CreativeStrategies

7.1 Creative Outputs

(a) As between you and us, and to the extent permitted by law, we assign to you any rightswe may have in the Creative Outputs generated specifically for your Workspace, subject to:

our ownership of the underlying Services, models, algorithms, tools, templates,methodologies, and know-how; and
any terms, conditions or licence restrictions that apply to Third-Party Content andServices incorporated into the Creative Outputs (for example, stock imagery, fonts, or music).

(b) You may use Creative Outputs for any lawful business purpose, in any media andterritory, in accordance with:

these Terms;
applicable laws and regulations; and
the terms and policies of any Third-Party Content and Services or platforms whereyou use, publish or distribute the Creative Outputs.

7.2 Creative Strategies

(a) Creative Strategies are non-production materials intended for ideation, planning, andinternal creative development only. They are not production-ready assets and are notCreative Outputs.

(b) Subject to these Terms, we grant you a worldwide, non-exclusive, royalty-free licence touse Creative Strategies internally for:

exploring routes, platforms, and campaign ideas;
briefing and collaborating with your teams and partners; and
developing or commissioning your own production-ready materials.

(c) You remain responsible for deciding which Creative Strategies, if any, should bedeveloped into concrete campaigns or production-ready materials and for any modifications,adaptations or executions carried out by you or on your behalf.

7.3 No guarantee of uniqueness or non-infringement

Due to the nature of generative AI and creative work:

Generated Content (including Creative Outputs and Creative Strategies) may not beunique, and similar content may be generated for other users based on differentInputs;
We do not guarantee that Generated Content will be free from third-party rights, willbe suitable for your intended use, or will comply with all applicable laws, regulations,industry codes or platform policies unless defined by the SLA.

You are responsible for reviewing Generated Content and obtaining any necessary legal,regulatory, platform or rights clearances (including talent, music, stock usage, and otherrights) before using it in market or relying on it.

7.4 Use of Generated Content by Company

We will not use your Generated Content to create deliverables for other customers in a waythat discloses your confidential information or proprietary strategies.

We may, however:

use learnings at an aggregated or anonymised level to improve the Services, modelsand frameworks; and
reuse generic know-how, methodologies, and insights that are not specific to yourbrand or confidential information.

Any use of Generated Content that involves personal data will remain subject to our PrivacyPolicy and, where applicable, any Data Processing Addendum between you and us.

7.5 Underlying models and third-party content

(a) You acknowledge that all right, title and interest in and to the Services, including anyunderlying AI models, algorithms, training data, APIs, software, templates, andsystem-generated metadata, are and shall remain owned by us and/or our licensors. Noownership rights in such underlying technology are assigned or transferred to you underthese Terms.

(b) The Services may make use of, or make available, Third-Party Content and Services,including but not limited to stock assets, fonts, libraries, data sources, AI models, andapplication programming interfaces. Any use of Third-Party Content and Services may besubject to additional terms, conditions and licence restrictions imposed by the relevant thirdparty.

(c) Your rights to use Creative Outputs and Creative Strategies are at all times subject to anyapplicable terms and licence restrictions governing such Third-Party Content and Services.You are responsible for reviewing and complying with those terms and restrictions, includingany limitations on redistribution, commercial use, resell, sublicensing, use in logos ortrademarks, or use in sensitive contexts.

(d) We do not guarantee the continued availability of any particular Third-Party Content andServices and may alter or discontinue access to them at any time where required by therelevant third party or by law.

8. Privacy and data protection

8.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which describes how wecollect, use, disclose and protect personal information. By using the Services, youacknowledge that you have read and understood the Privacy Policy.

8.2 Data processing

To the extent we process personal data on your behalf as a processor (or similar role underapplicable law), the Parties may enter into a separate Data Processing Addendum (DPA),which shall form part of the Agreement. In such cases:

You are responsible for providing any required notices and obtaining any requiredconsents from data subjects; and
You must ensure that your use of the Services and your instructions to us complywith applicable data protection laws.

9. Confidentiality

9.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party(“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidentialor that should reasonably be understood to be confidential given the nature of theinformation and the circumstances of disclosure. Confidential Information does not includeinformation that:

is or becomes publicly available without breach of the Agreement;
was lawfully known to the Receiving Party before disclosure;
is received from a third party without breach of any obligation of confidentiality; or
is independently developed by the Receiving Party without use of the DisclosingParty’s Confidential Information.

9.2 Obligations

The Receiving Party will:

use Confidential Information only as necessary to perform its obligations or exerciseits rights under the Agreement;
not disclose Confidential Information to any third party except to its employees,contractors, and advisers who need to know it for such purposes and who are boundby confidentiality obligations; and
protect Confidential Information with at least the same degree of care it uses toprotect its own similar information, and in no event less than reasonable care.

These obligations survive termination of the Agreement.

10. Intellectual property of the Company

We and our licensors own all rights, title and interest in and to:

The Services, including software, AI models, algorithms, user interface, templates,documentation, and branding; and
Any improvements, modifications or derivative works of the foregoing

Except for the limited rights expressly granted in these Terms, no other rights are granted toyou, whether by implication or otherwise. You agree not to remove, obscure or alter anyproprietary notices on or in the Services.

11. Beta features and trials

We may offer certain features or Services as beta, preview, evaluation or trial (“BetaFeatures”). Beta Features may be offered for limited periods and may be changed,suspended or discontinued at any time, without notice.

Beta Features are provided “as is” without any warranties or commitments of any kind. Youruse of Beta Features is at your own risk.

12. Warranties and disclaimers

12.1 Mutual warranties

Each Party represents and warrants that it has the legal power and authority to enter into theAgreement.

12.2 Service disclaimers

To the maximum extent permitted by law:

The Services, including any Generated Content, are provided on an “as is” and “asavailable” basis;
We do not make any warranties or representations, whether express, implied orstatutory, including any implied warranties of merchantability, fitness for a particularpurpose, non-infringement, or course of dealing or usage of trade;
We do not warrant that the Services will be uninterrupted, error-free, secure, or freeof harmful components, or that any errors or defects will be corrected;
We do not guarantee any particular business outcome, performance improvement,return on ad spend, or other results from the use of the Services or GeneratedContent.

You are responsible for independently evaluating the accuracy, suitability and legalcompliance of any Generated Content before using it.

12.3 No intellectual property indemnity for Generated Content (subject toSection 13.2)

Except as expressly set out in Section 13.2 (Our limited IP indemnity – Creative Outputsonly) and to the maximum extent permitted by law, we do not provide any indemnity orwarranty that any Generated Content (including Creative Outputs and Creative Strategies)will be free from claims of infringement or misappropriation of intellectual property or otherrights. You are solely responsible for determining whether and how to use any GeneratedContent and for obtaining any licences, permissions or clearances that may be required foryour particular use case.

13. Indemnities

13.1 Your indemnity

You agree to indemnify, defend and hold harmless Juicelabs AI Private Limited, itsaffiliates, and their respective officers, directors, employees and agents from and against anyclaims, damages, losses, liabilities, costs and expenses (including reasonable legal fees)arising out of or related to:

(a) Your Content (including Inputs and any Generated Content that you choose to use,adapt, publish, distribute, exploit or rely on);

(b) Your use of the Services in violation of these Terms, applicable law or any third-partyrights;

(c) Your breach of, or failure to comply with, any applicable terms, conditions or licencerestrictions of Third-Party Content and Services (including, without limitation, any terms ofmodel providers, stock libraries, fonts, music or advertising platforms that you connect to oruse in conjunction with the Services); and

(d) Any dispute between you and any third party (including your clients, consumers, orAuthorised Users) relating to your use of the Services or Generated Content.

13.2 Our limited IP indemnity – Creative Outputs only

(a) Scope. Subject to the limitations, exclusions and cap set out in this Section 13 andSection 14 (Limitation of liability), we will defend you against any claim by a third party thatthe Creative Outputs, in the form we finally supply them to you and without furthermodification, infringe that third party’s registered copyright, trademark or other intellectualproperty right (an “IP Claim”), and we will pay any damages or costs finally awarded againstyou by a court of competent jurisdiction, or agreed in a settlement we approve in writing, tothe extent directly attributable to such IP Claim.

(b) Creative Outputs only. Our indemnity in this Section 13.2 applies only to CreativeOutputs. It does not apply to Creative Strategies, which are for ideation only and are notproduction-ready assets

(c) Pass-through only for images and video. For images and video within the CreativeOutputs that are generated or materially derived from third-party AI models, stock libraries orsimilar Third-Party Content and Services, our indemnity obligations are strictly limited to a“pass-through” of any defence and indemnity we actually receive from the relevantthird-party providers under their standard terms. We will not indemnify you beyond thescope, monetary limits or exclusions of such third-party indemnities, and we will have noobligation to pay any amounts in excess of what we in fact recover from such third parties inrelation to the IP Claim.

(d) Exclusions. Our indemnity obligations under this Section 13.2 will not arise, and we willhave no liability, to the extent that an IP Claim is attributable to:

(i) any Client Materials (including any of your logos, trademarks, product designs, brandcharacters, footage, music, or other assets) supplied or specified by you;

(ii) any specific instructions, prompts, references, mandatory inclusions, or directions givenby you or your Authorised Users (including references to third-party brands, taglines,characters, imagery, or cultural references that you require us or the Services to include orimitate); or

(iii) any edits, adaptations, modifications, localisations or other changes made to theCreative Outputs after we have supplied them, whether made by you, your agencies,post-production vendors, media partners, advertising platforms, or any tools or services(including automated tools) that you use.

(e) Remedies. If an IP Claim is made or appears likely, we may, at our option and expense:

(i) modify or replace the affected Creative Output so that it is no longer alleged to infringe,while providing substantially equivalent functionality or creative intent; or

(ii) procure for you the right to continue using the affected Creative Output; o

(iii) if the above options are not commercially reasonable, require you to cease using theaffected Creative Output, in which case our liability will be limited to an amount no greaterthan the fees you actually paid to us for the Services that directly produced that specificCreative Output during the twelve (12) months immediately preceding the first notice of theIP Claim.

(f) Sole and exclusive indemnity. This Section 13.2 states our entire liability and your soleand exclusive remedy in relation to any IP Claim concerning Creative Outputs.

13.3 Indemnification procedure

The Party seeking indemnification (“Indemnified Party”) must:

(a) promptly notify the other Party (“Indemnifying Party”) in writing of any claim for which itseeks indemnity, provided that any delay in notification will not relieve the Indemnifying Partyof its obligations except to the extent it is materially prejudiced by such delay;

(b) allow the Indemnifying Party sole control of the defence and settlement of the claim(except that the Indemnified Party may participate in the defence with its own counsel at itsown cost); and

The Indemnifying Party may not settle any claim in a manner that imposes an admission offault or liability, or any non-monetary obligation, on the Indemnified Party without theIndemnified Party’s prior written consent (not to be unreasonably withheld or delayed).

13.4 Exclusive remedies

The indemnities in this Section 13 (Indemnities) are the Parties’ sole and exclusive remediesfor the types of claims covered by those indemnities, subject always to the limitations andexclusions set out in Section 14 (Limitation of liability).

14. Limitation of liability

14.1 Exclusion of certain damages

To the maximum extent permitted by applicable law, we shall not be liable for any:

Indirect, incidental, consequential, special, exemplary or punitive damages; or
Loss of profits, revenue, goodwill, data, or business opportunities,

arising out of or related to the Agreement or your use of (or inability to use) the Services,even if we have been advised of the possibility of such damages.

14.2 Cap on liability

Subject to Section 14.3, our total aggregate liability arising out of or relating to theAgreement, whether in contract, tort (including negligence), or otherwise, including anyobligations to defend, indemnify or hold you harmless, shall not exceed the total feesactually paid by you to us for the Services giving rise to the claim in the twelve (12) monthsimmediately preceding the first event giving rise to such liability

14.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot be excluded or limited underapplicable law (for example, liability for death or personal injury caused by negligence, or forfraud).

15. Suspension and termination

15.1 Your termination

You may stop using the Services at any time. Unless otherwise stated in an Order Form, youmay cancel your subscription as described in Section 4.5. Cancellation will take effect at theend of the current billing period, and you will remain liable for all fees due for that period.

15.2 Our suspension or termination

We may suspend or limit your access to the Services, or terminate the Agreement, in wholeor in part, immediately upon notice if:

You materially breach these Terms or fail to pay any amounts due, and such breachis not cured (if curable) within a reasonable period after notice;
Your use of the Services poses a security risk or may adversely impact the Services,other users, or third parties;
We are required to do so by law or by a governmental or regulatory authority.

15.3 Effect of termination

Upon termination or expiry of the Agreement:

Your right to use the Services will cease;
We may deactivate or delete your Account and Content from our systems after areasonable period, subject to our data retention practices and legal obligations;
Any fees owed but unpaid will become immediately due and payable.

Sections that by their nature should survive (including, without limitation, Sections 6–10 and12–18) shall survive termination or expiry of the Agreement.

16. Governing law and dispute resolution

16.1 Governing law

These Terms and any dispute arising out of or relating to them or the Services shall begoverned by and construed in accordance with the laws of India, without regard to its conflictof laws principles.

16.2 Jurisdiction

The courts located in Mumbai, India shall have exclusive jurisdiction over any disputesarising out of or relating to the Agreement or the Services, and you consent to suchjurisdiction and venue.

17. Changes to the Services and to these Terms

17.1 Changes to the Services

We may modify or discontinue the Services (or any part of them) at any time, with or withoutnotice, provided that we will not materially reduce the core functionality of paid Servicesduring your current subscription term without offering you a commercially reasonablealternative or adjustment.

17.2 Changes to these Terms

We may update these Terms from time to time. When we do, we will update the “Lastupdated” date at the top and may provide additional notice (for example, via email orin-product notice). If you continue to use the Services after the updated Terms becomeeffective, you will be deemed to have accepted the revised Terms. If you do not agree to thechanges, you must stop using the Services.

18. Miscellaneous

Entire Agreement. These Terms, together with any applicable Order Forms, thePrivacy Policy, and any DPA, constitute the entire agreement between you and usregarding the Services and supersede all prior agreements, proposals orrepresentations, whether oral or written.
Assignment. You may not assign or transfer the Agreement, in whole or in part,without our prior written consent. We may assign or transfer the Agreement to anaffiliate or in connection with a merger, acquisition or sale of assets.
Force Majeure. We will not be liable for any delay or failure to perform due to eventsbeyond our reasonable control (including natural disasters, acts of government,labour disputes, internet failures, or outages of third-party services).
Severability. If any provision of these Terms is held to be invalid or unenforceable,the remaining provisions will remain in full force and effect.
No waiver. Our failure to enforce any right or provision of these Terms will not bedeemed a waiver of such right or provision.
Relationship of the Parties. The Parties are independent contractors. Nothing in theAgreement shall be construed as creating a partnership, joint venture, or agencyrelationship.