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TERMS OF SERVICE

Effective Date: January 1, 2026 Last Updated: April 14, 2026

THIS MASTER SERVICE AGREEMENT (“Agreement”) is entered into by and between JEWELER STUDIO LLC, a New York limited liability company with offices at 6115 97th Street Unit 2K, Rego Park, NY 11374 (“Company”), and the commercial entity or professional individual identified in the registration or order form (“Subscriber”).

1. DEFINITIONS AND INTERPRETATION

1.1. “End-User” means the consumer or client of the Subscriber who interacts with the Platform integration on the Subscriber’s website.
1.2. “Lead Data” means all information, contact details, design preferences, and interaction logs captured from End-Users via the Platform.
1.3. “Outputs” means the visual images, 2D/3D renders, and design specifications generated by the Platform’s artificial intelligence models.
1.4. “Platform” means the Company’s proprietary SaaS jewelry visualization tool, dashboard, API, and associated software.
1.5. “Confidential Information” means non-public business, technical, or financial information disclosed by one party to the other.

2. LICENSE GRANT AND ACCESS

2.1. Limited License. Subject to the Subscriber’s compliance with this Agreement and payment of all applicable Fees, the Company grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to: (a) access and use the Platform for internal business purposes; and (b) integrate the provided software widget into the Subscriber’s designated commercial website.
2.2. Authorized Users. Access is limited to the specific number of “Seats” or “Users” defined in the Subscriber’s subscription tier. Sharing login credentials with individuals outside of the Subscriber’s organization is strictly prohibited and constitutes a material breach of this Agreement.
2.3. No Source Code. Nothing in this Agreement grants the Subscriber any right to the source code, algorithmic logic, or backend infrastructure of the Platform.
2.4. Method of Acceptance. By checking the “I Agree” box during account registration or by executing an Order Form that references these Terms, the Subscriber acknowledges that they have read, understood, and agree to be bound by this Agreement, the Privacy Policy, and the Data Processing Addendum (DPA). Access to the Platform is conditional upon such acceptance.

3. PROPRIETARY RIGHTS AND DATA OWNERSHIP

3.1. Ownership of Platform. Subscriber acknowledges and agrees that the Company retains all right, title, and interest in and to the Platform, the Services, the AI models (including all weights, biases, and algorithms), and all improvements or modifications thereto.

3.2. Ownership of Subscriber Data. As between the parties, Subscriber retains sole and exclusive ownership of: (a) All contact information and personal data of end-users captured via the Widget (“Lead Data”); and (b) Any proprietary images, logos, or text inputs uploaded by Subscriber (“Subscriber Inputs”).

3.3. License to Company. Subscriber hereby grants to Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, and sublicensable license to access, reproduce, store, and analyze the Lead Data and Subscriber Inputs for the following purposes: (a) Service Provision: To provide, maintain, and execute the Services under this Agreement; (b) Analytics: To compile statistical analyses, market benchmarks, and aggregated usage data; and (c) AI Model Training: To train, fine-tune, and improve the Company’s artificial intelligence models, provided that such data is used solely in an anonymized or aggregated format.

3.4. Non-Exclusivity of AI Outputs. Subscriber acknowledges that the Services utilize generative artificial intelligence technologies which are probabilistic in nature. Subscriber agrees that: (a) The Deliverables and any other outputs generated by the Services are not unique and are not provided on an exclusive basis; (b) The Company may generate substantially similar or identical designs for other subscribers; and (c) Subscriber shall have no claim against the Company or any other subscriber for the use or reproduction of such similar or identical outputs.

4. SUBSCRIBER OBLIGATIONS AND RESTRICTIONS

4.1. Prohibited Acts. The Subscriber shall not:

4.2. Security. The Subscriber is responsible for maintaining the security of its account credentials and for all activities that occur under its account. The Subscriber must notify the Company immediately of any unauthorized access.

5. FEES, PAYMENT, AND TAXES

5.1. Subscription Fees. Fees are billed in advance on a recurring monthly or annual basis as specified in the Order Form. Payment obligations are non-cancelable and fees paid are non-refundable.
5.2. Auto-Renewal. Subscriptions will automatically renew for subsequent periods of the same duration unless the Subscriber provides written notice of non-renewal at least fourteen (14) days prior to the end of the current term.
5.3. Late Payments. Any amount not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. The Company may suspend access to the Platform if any invoice remains unpaid for ten (10) days.
5.4. Taxes. Fees do not include any local, state, or federal taxes, levies, or duties. The Subscriber is responsible for paying all such taxes, excluding only taxes based on the Company’s net income.
5.5. No Refunds; Waiver of Right to Chargeback. All fees paid are non-refundable. The Subscriber acknowledges that the Service is provided on a continuous access basis and that dissatisfaction with specific AI Outputs does not constitute grounds for a refund. The Subscriber hereby waives any right to initiate a credit card chargeback or dispute for “services not received” or “not as described” provided that the Platform was accessible during the billing period.

6. CONFIDENTIALITY

6.1. Obligations. Each party (the “Receiving Party”) agrees to retain in confidence all Confidential Information of the other party (the “Disclosing Party”) and to use it solely for the purpose of performing under this Agreement.
6.2. Exceptions. Confidential Information shall not include information that: (a) is publicly known; (b) was known to the Receiving Party prior to disclosure; or (c) is independently developed without reference to the Confidential Information.

7. DATA PROTECTION AND PRIVACY

7.1. DPA Incorporation. The processing of End-User personal data is governed by the Data Processing Addendum (DPA), which is hereby incorporated by reference into this Agreement. 7.2. Subscriber Warranties. The Subscriber represents and warrants that it has obtained all necessary consents (including biometric consents, where applicable) from End-Users to allow the Company to process their data as described in the Privacy Policy. Subscriber warrants that it shall not, and shall not permit any third party to, remove, obscure, modify, resize, or otherwise interfere with the visibility or functionality of the “Powered by JewelerStudio” attribution link or the end-user consent checkbox mechanism embedded within the Widget.
7.3. Legal Hold. The Subscriber acknowledges that certain KYC/Compliance Data must be retained by the Company for a minimum of five (5) years pursuant to federal AML regulations, regardless of account termination.
7.4. Internal Data Handling Protocols. The Subscriber acknowledges that Company employs strict internal security controls, including air-gapped storage for sensitive KYC/Compliance Data. To maintain this security standard, the Subscriber agrees not to request or incentivize Company employees to export, transfer, or “side-load” production data to unsecure environments for debugging or custom development purposes.

8. MANUFACTURING AND AI DISCLAIMER

8.1. “As Is” Visualization. The Subscriber acknowledges that the Outputs are conceptual artistic visualizations generated by probabilistic AI models. They are not engineering blueprints, CAD files, or manufacturing specifications.
8.2. Manufacturing Risk. The Company makes no warranty regarding the physical manufacturability, structural integrity, gemstone weight accuracy, or durability of any jewelry produced based on the Outputs. The Subscriber assumes full responsibility for verifying all technical specifications before physical production.

9. COMPLIANCE WITH LAWS (AML/KYC)

9.1. Anti-Money Laundering. The Subscriber represents and warrants that it maintains an Anti-Money Laundering (AML) program if required by 31 C.F.R. Chapter X and that no funds used to pay for the Services are derived from illegal activity.
9.2. Kimberley Process. The Subscriber warrants that it deals only in conflict-free diamonds and complies with the World Diamond Council System of Warranties.
9.3. Internal Verification. The Subscriber agrees to provide accurate and current documentation (e.g., Business Licenses, Owner IDs) to the Company for internal KYC verification upon request.

10. TERM AND TERMINATION

10.1. Term. This Agreement commences on the Effective Date and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2. Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice.
10.3. Effect of Termination. Upon termination: (a) Subscriber’s license to generate new Outputs immediately ceases; (b) all outstanding fees become immediately due; and (c) the Subscriber must remove the Jeweler Studio integration from its website within 48 hours.

11. WARRANTIES AND DISCLAIMERS

11.1. Service Warranty. The Company warrants that it will use commercially reasonable efforts to maintain the availability of the Platform.
11.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. INDEMNIFICATION

12.1. By Subscriber. The Subscriber shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising out of or related to:

12.2. Indemnification Procedure.

13. LIMITATION OF LIABILITY (“THE CAP”)

13.1. Exclusion of Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.
13.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3. Insurance Acknowledgement. The Subscriber acknowledges that it is responsible for maintaining its own commercial liability insurance, including Product Liability insurance sufficient to cover claims related to the physical jewelry it manufactures. The Company’s liability is strictly limited to the software provision as defined in Section 13.2 (“Liability Cap”).

14. EXPORT COMPLIANCE AND SANCTIONS

14.1. Sanctions & Trade Compliance. The Subscriber represents that it is not named on any U.S. government denied-party list (e.g., OFAC SDN List). The Subscriber shall not permit any User to access or use the Platform in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
14.2. Geographic Scope. The Platform is currently intended for use by business entities located in the United States and Canada. If the Subscriber accesses the Platform from the European Economic Area (EEA), United Kingdom, or any other jurisdiction with specific data localization laws, the Subscriber does so at its own risk and is responsible for compliance with all local laws. The Subscriber agrees that all data will be processed in the United States.

15. DISPUTE RESOLUTION & MANDATORY ARBITRATION

15.1. Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof (a “Dispute”), shall be finally resolved by binding arbitration.
15.2. Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator.
15.3. Venue. The seat of the arbitration shall be New York County, New York. The language of the arbitration shall be English.
15.4. Class Action Waiver. THE SUBSCRIBER AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN THE COMPANY AND THE SUBSCRIBER INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (I) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; AND (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS-ACTION BASIS.
15.5. Confidentiality. The existence of the arbitration, the arbitration proceedings, and the outcome shall be kept strictly confidential by both parties, except as required by law.

16. MODIFICATIONS TO AGREEMENT

The Company may modify this Agreement at any time. For material changes, the Company will provide the Subscriber with fourteen (14) days’ prior notice via email or a dashboard alert. Continued use of the Platform after the effective date of any changes constitutes valid and binding acceptance of the modified Agreement.

17. GENERAL PROVISIONS

17.1. Force Majeure. Neither party shall be liable for any delay or failure to perform (excluding payment obligations) resulting from causes beyond its reasonable control, including internet service provider failures, strikes, or acts of God.
17.2. Assignment. The Subscriber may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.
17.3. Severability. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force.
17.4. Entire Agreement. This Agreement, together with the Privacy Policy and DPA, constitutes the entire agreement between the parties and supersedes all prior agreements.

18. REFUNDS 

18.1 General Rule: No Refunds. As a general rule, all payments are final and non-refundable. We do not offer refunds or credits for unused time or partial billing periods, except for the specific trial situation explained in Section 18.2.

18.2 The Zero-Usage Trial Exception. If you move from a free trial to a paid subscription, you can request a refund for that very first charge, but only if you meet both of these rules:

If we check our records and confirm you meet these rules, we will refund the charge to your original payment method, minus a 4.5% administrative cancellation fee, and cancel your access right away.