WEAVY TERMS OF SERVICE

Last updated: March 16, 2025

These terms of service, together with any other agreements or terms incorporated by reference, including our Privacy Policy available in this link and our Content Use Guidelines available in this link (together, the "Terms") govern your use of our Services and Website. These Terms constitute a binding and enforceable legal contract between you and Weavy. By accepting these Terms electronically by clicking a box indicating your acceptance or otherwise subscribing to the Services, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

  1. Definitions

    In these Terms:

    1.1. "Account" means an online account registered by you for the purpose of using the Services.

    1.2. "Content" means any files, data, material and information submitted, uploaded and stored by You through the Service, including your Input and Output.

    1.3. “AI Model” means a third party’s AI model interoperating with the Platform and Services, including foundation generative AI models, fine-tuned versions and any modification or adaptation thereof.

    1.4. “Input” means prompts or Content shared with the Platform for the purpose of generating Output.

    1.5. “Open-Source Licenses” mean any open-source licenses identified by the Open-Source Initiative or by the Free Software Foundation.

    1.6. “Output” means new audio-visual and/or text Content generated by the Services based on your input and the Services’ training data.

    1.7. "Platform" means Company's AI-powered design and motion art software solution as hosted on a third party cloud service, for the editing, design and generation of images and videos.

    1.8. "Services" means any applications, products, services, documentation, and software made available by Weavy through the Platform or Website.

    1.9. "Third Party Services" ****means any service, product, software, or application that is provided by a third party and interoperates with the Services, including any AI Model. Such Third Party Services may be offered directly or indirectly, including via an API or dedicated website.

    1.10. "Use Data" means data relating to Your use of the Platform and Services, including statistical data, workflows, patterns, device-generated reports and audit logs, settings, preferences chosen, and resource usage.

    1.11. "We", "Weavy", "Us", "Company" or "Our" mean Weavy Inc., or, to the extent you  and its affiliates.

    1.12. “Website” mean Weavy’s website available at https://weavy.ai/.

    1.13. "You" or "Customer" means the end customer (in case of an individual Customer) or the company or other legal entity and its affiliates for which you are accepting these Terms, as applicable.

  2. The Services; Account

    2.1. Access and Use Right. Subject to your compliance with these Terms, including the payment of any applicable fees, Weavy grants you a personal, non-exclusive, non-transferable, non-sublicensable (except to your Authorized Users), limited, revocable right to access and use the Platform and Website, solely for Your business purposes as permitted herein.

    2.2. Registration and Services. You must register and establish an Account in order to use our Services. If you are an individual or an individual accepting these Terms on behalf of a legal entity, you must be at least 18 years old or the minimum age required in your jurisdiction to consent to use the Services. Following the initial registration of your Account, you will have the ability to access the Platform and use the Services solely for your business activity and in accordance with the Terms. We may update the Services from time to time, including adding, removing or modifying functions and Third Party Services, provided that we will notify you via the Website or Platform about any material change (as determined by the Company).

    2.3. SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to Google (each such account, an “External Account”). As part of the functionality of the Services, you may link your Account with such External Accounts, by either: (i) providing your External Account login information to the Company through the Services; or (ii) allowing the Company to access your External Account, as permitted under the applicable terms and conditions that govern your use of each External Account. By registering an Account through an SSO, you represent that you are entitled to disclose your External Account login information to the Company and/or grant the Company access to your External Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable External Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.

    2.4. Account Information. You are responsible for safeguarding your Account username and password and for supervising the use of your Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. Any Services provided in connection with your Account will be charged to it. You are solely and fully responsible for all activities that occur under the Account, and must notify us immediately of any unauthorized use of your Account or any other breach of security.

    2.5. Authorized Users and Access Rights. For legal entity and other non-individual Customers,  you may authorize individual users to use the Services and Account who may include, for example, your employees, contractors and agents ("Authorized Users"). These Terms apply to any Authorized User of the Services with the applicable changes. You are solely responsible for your Authorized Users’ compliance with these Terms, and for your internal management or administration of the Services. Without detracting from any of our rights, a violation of any provision of these Terms by an Authorized User may result in the termination of such Authorized User’s, or to the extent there are multiple or severe violations, your access to the Services.  If your access to the Services is terminated for any reason, Authorized Users will no longer be able to access such Service or any of the Content within such Service. For individual Customers, unless otherwise agreed by us in writing, the sole Authorized User is the Customer itself.

    2.6. Deletion of Account. You may delete your Account at any time by reaching out to us. Any Content and other information and data entered into the Services will be permanently deleted if you delete the Account, subject to the provisions of Section ‎10.2.

  3. Fees and Payment; Usage Limits

    3.1. Payment Terms. We will charge you for the Services based on your subscription terms or per the amount of prepaid credit you purchase through the Website or Platform. You will pay, and You authorize Weavy (and to the extent applicable, our external billing service providers) to charge your Account and its connected payment method, all fees in connection with your use of the Services. Fees are non-refundable except as explicitly set out herein or as required by law. Based on the applicable Service being offered, charges will be made either in advance or in any other billing frequency offered by Company and selected by You.

    3.2. Billing Information & Taxes. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  Billing may be performed by a third party service provider of Company. We may suspend or terminate your Account and the Services if fees are past due, or subject them to a late charge fee of 1.5% per month, compounding annually. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

    3.3. Usage Limits. The Services may be subject to usage limits and limitations on the maximum number of Authorized Users, in accordance with your subscription terms. We may change such limitations from time to time by notification or an update to the public subscription terms. Exceeding the limitations may incur excess charges which will be added to fees of your subscription, or as agreed between the parties in the subscription terms or any written agreement or order between you and the Company.

  4. Use Obligations & Restrictions; Content and Use Data Licenses; Input & Output; Open Source; Feedback

    4.1. Use Obligations. You will only use the Services and Website in compliance with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control.

    4.2. Use Restrictions. As a condition for the access and use rights granted to you hereunder, you must not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services (b) access or attempt to access the Services by any means other than the interface we provided or authorized; (c) circumvent any access or use restrictions put into place to prevent certain uses of the Services, including any Content and Output guardrails put by us or our Third Party Service providers; (d) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights, or otherwise use the Services or Output in violation of our Content Use Guidelines; (e) attempt to disable, impair, overburden, or damage the Services or Platform; or (f)  modify, distribute, create any derivative work (other than Output), reverse engineer or decompile the Services or attempt to derive any source code or algorithm from the Services; (g) use the Services and Output to develop a service or product competing with our Services; (h) remove the copyright, trademark and other proprietary notices contained on or in the Platform or Website or attempt to register the aforementioned under your own or a third party’s name; or (i) attempt or assist anyone in doing any of the foregoing.

    4.3. Content License. You grant us a worldwide, non-exclusive, limited (for the duration of your use of or subscription to the Services), non-transferable and non-sublicensable (other than to our affiliates and Third Party Service providers involved in the provision of the Services), royalty-free right and license to use, modify, publish, translate and prepare derivative works, modifications and enhancements of your Content shared with the Platform in connection with the Services, solely to permit Company to perform the Services (including generating Output based on your Input) and maintain the Services and enforce our rights and policies. Other than the foregoing, you retain all your rights in the Content, including any Input you provide us with.

    4.4. Input & Output. As between the parties, you are the owner of all Output generated by the Services based on your Input. Weavy relinquishes all rights it might have in the Output all its right, title and interest in and to the Output, without making any representation or warranty as to the nature of such rights. You are responsible for both Input and Output, including for ensuring that it does not violate any applicable law, the rights of third parties or these Terms. You acknowledge that due to the nature of machine learning, the Services may generate similar or identical output for users providing similar content or input and understand that such output generated for other users will not be considered your “Output”.

    4.5. Use Data License. You hereby grant us a worldwide, perpetual, non-exclusive, non-sublicensable and non-transferable, royalty-free, license to monitor you and your Authorized Users’ use of the Website and Platform and collect, train on, publish and analyze Use Data, in order to perform the Services (including generation of analytics and reports), to improve the Services, and to create new products and services, provided that the aforementioned Use Data will be anonymized and not identify you, your Authorized Users or any other individual.

    4.6. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content.

    4.7. Open-Source. You acknowledge that certain Services or their components (including some of the AI Models) are offered under the terms of Open-Source Licenses, which will be made available to you by the Company or by the applicable Third Party Service provider. You will comply with the terms of such Open-Source Licenses, and to the extent the terms of these Open-Source Licenses prohibit some of the restrictions set out in these Terms, such restrictions will not apply to the Services or components which are governed by the Open-Source Licenses.

    4.8. Feedback. If you choose to provide us with any feedback, input, comments or suggestions regarding the design, functionality or operation of the Services, Platform or Website ("Feedback"), then you hereby irrevocably and unconditionally agree that Company may freely use and incorporate such Feedback into the Services, Platform or Website, or any of Company's current or future products and services.

    4.9. Retention of Rights. All rights not expressly granted to the other party under these Terms are reserved by the applicable party and its licensors. Without detracting from the foregoing, Weavy and its licensors retain all rights, title, and interest in the Services, the Platform, and any related intellectual property rights. The Terms do not convey to you any interest in or to Weavy’s intellectual property rights; the Services are licensed, not sold.

  5. Digital Millenium Copyright Act (DMCA) Notices

    We value the copyrights of others. If you believe that your copyrights have been infringed, notifications of such claimed infringements should be sent to our designated address below. To be effective, such notification must include the following:

    Weavy Inc.

    850 New Burton Road, Suite 201, City of Dover, County of Kent 19904 DE

    [email protected]

    Attn: Copyright agent

    Upon receipt of a valid copyright notice, we will take down the infringing content or material and take reasonable steps to notify the user responsible for posting the infringing material of the takedown.

  6. Privacy.

    Your Content should not include any personal data, as defined under applicable laws. Both parties will comply with applicable data protection laws. Weavy will process your personal data in accordance with its Privacy Policy and applicable laws. If required by law or agreed upon, the parties will enter into a Data Processing Agreement (DPA) regarding the personal data you share with Weavy.

  7. Third Party Services, AI Models

    7.1. Third Party Services. Certain features and functionalities of the Services require direct or indirect integration with Third Party Services, including AI Models. Other than enabling such integration with a Third Party Service, the Third Party Services are beyond our control and provided to you at your election, pursuant to the applicable Third Party Service Provider’s terms and conditions, privacy policies and other applicable agreements and policies. Your interaction with and use of such Third Party Services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us, or by such third party of Weavy, and nor any affiliation between them, and we do not assume any liability or responsibility for the Third Party Services.

    7.2. AI Models. Without detracting from the foregoing Section ‎7.1, we will enable your interaction with third party AI Models through the Services to generate Output in accordance with the terms of this Agreement and the applicable Third Party Service Provider’s terms and conditions and other applicable policies.

    From time to time, we may publish content on our Website concerning the use and characteristics of the AI Models, including a list of some the out-of-the-box AI Models made available through Weavy, with links to their respective terms of service and information – solely based on the publicly-available terms of these AI Models - on their training on user data and user output ownership. Such content is provided solely for the general convenience of our users, may be relied upon at your sole responsibility, does not create any representation or warranty on our part or endorsement of any AI Model and does not constitute legal advice.

    7.3. Third Party Websites. Our Website may contain links to websites or pages that are not maintained by Company. Links to third party websites are provided for your convenience and information only. Such third party web sites are not under the Company’s control and the Company is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or that the Company is affiliated with the third party website’s owners or operators.

  8. Disclaimers of Warranties

    8.1. THE SERVICES, PLATFORM, WEBSITE AND OUTPUT ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OR ACCURACY OF THE SERVICES, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY WITH REGARD TO THIRD PARTY SERVICE PROVIDERS, AI MODELS, YOUR INPUT AND OUTPUT, AND STRONGLY SUGGESTS A HUMAN REVIEW OF THE OUTPUT PRIOR TO ITS USE.

    8.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

  9. Limitation of Liability

    9.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    9.2. IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY EXCEED AN AMOUNT GREATER OF (I) US$1,000 OR (II) THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    9.3. THE LIMITATIONS IN THIS SECTION ‎9 WILL NOT APPLY TO A PARTY’S BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO YOUR PAYMENT OBLIGATIONS TOWARDS THE COMPANY, TO WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR TO THE EXTENT PROHIBITED BY LAW.

  10. Indemnification

    You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and service providers from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content, Input or Output or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law, including any third party’s privacy rights.

  11. Term and Termination

    11.1. Term. These Terms commence on the date you first accept them and will remain in effect until your registration to the Services expires or terminates, or until these Terms are terminated.

    11.2. Termination. You may stop using the Services at any time and you may delete your Account by reaching out to us. We may suspend or terminate your access to the Services at any time at our discretion, with or without notice, including due to your breach or alleged breach of these Terms. Notwithstanding the  foregoing, to the extent we terminate your access to the Services not due to a breach or alleged breach, we will provide you with 14 days’ prior notice of the termination and a pro-rated refund of any prepaid fees. Upon termination of the Services , the Account will be terminated, and from the date of termination you and your Authorized Users will no longer be able to access your Account, and we will delete any of your Content and data stored in the Platform. We will provide you with 30 days from the termination date to retrieve such Content and data prior to deletion.

    11.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, Section ‎4 (subject to any term-restricted provisions), ‎8-‎10 and ‎12 will survive the termination or expiration of the Terms.

  12. General

    12.1. Notices.  All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to your address shared with the Company when registering the Account or the Company’s address, as updated from time to time through the notice procedure set in this Section. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given 3 calendar days after posting.

    12.2. Headings. The headings of each Section are provided only for convenience and will not be used in the interpretations of these Terms.

    12.3. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit your Authorized Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, you shall not provide access to the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. Weavy has the right to prohibit or restrict access to the Services to comply with applicable export control laws.

    12.4. Amendments. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website or shared with you by an in-Platform notification. You are responsible for checking the Website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. Notwithstanding the foregoing, any pricing changes made unilaterally by us will only become effective on your next billing cycle or payment.

    12.5. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

    12.6. Waiver. No waiver by a party of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

    12.7. Relationship. Nothing in these Terms shall be construed as creating any employment, agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and Company.

    12.8. Entire Agreement. These Terms, together with any agreement or Company policy incorporated herein, contain the entire agreement between Company and You relating to your use of the Services, Platform and Website and supersedes any and all prior agreements between Company and you in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.

    12.9. Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this Section will be null and void. Company may freely assign these Terms or any of its rights and obligations hereunder.

    12.10. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this Section, Authorized Users are not third-party beneficiaries to your rights under these Terms. However, the Company’s affiliates will be deemed third party beneficiaries of these Terms.

    12.11. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the state of New York, excluding rules as to choice and conflict of laws. The competent state and federal courts located in New York, New York shall have exclusive personal jurisdiction and act as the exclusive venue for any dispute or question arising out of these Terms. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

    12.12. Publicity. Weavy may use your name and logo in publication of Weavy’s customers on the Website, social media and marketing materials, and, with your prior written consent and approval of the materials, issue success stories or other forms of publicity and marketing materials concerning your involvement with and use of Weavy.

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