These Terms of Service (this “Agreement”) are a binding contract between you (“You”, “Customer”) and Woodoo Creative Technologies Private Limited] (“Company”, “we” or “us”). Please read these terms and conditions of use (“Terms”) carefully before using the Woodoo application (the “App”) or any services offered by us related to Woodoo. This Agreement sets forth the legally binding agreement between YOU and the Company, comprising the terms and conditions for your use of the App and the services, features, content, applications or widgets offered by us (collectively with the App, the “Service(s)”).

1. Definitions

1. “Account” means your account on the Services.
2. “Aggregated Statistics” means data and information related to Customer’s use of the Services to be used by the Company in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
3. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
4. “Confidential Information” means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
5. “Customer,” “you,” or “your” means you and your Authorized Users.
6. “Company Property” means (i) the Services, (ii) the Documentation, and (iii) all content and other materials and software supplied by the Company in connection with, or used by the Company in providing, any Services, including but not limited to the Woodoo IP. For the avoidance of doubt, the Company Property shall not be deemed to include the Output. For the avoidance of doubt, the Company Property includes Aggregated Statistics and any information, data, or other content derived from the Company’s monitoring of your access to or use of the Services, but does not include Customer Property.
7. “Customer Property” means (i) the Input, (ii) the Output, and (iii) any other content (including text, information, data, images, illustrations, charts, tables, and other materials), materials or data supplied by Customer to the Company, either directly through the Service or indirectly through the integration with a Third Party Product, for processing on Customer’s behalf.
8. “Documentation” means the Company’s terms and conditions, instructions, guidance and/or disclaimers on the App, user manuals, handbooks, guides, FAQs, instructional videos (if any), relating to the Services provided by the Company to Customer electronically and relating to the Services available on the App.
9. “Input” means the information you input via prompts into the Services to which you own or have permission to use the Intellectual Property Rights therein. For the avoidance of doubt, Input shall not be deemed to include any the Company Property.
10. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction in all modes, media and format whether currently existing or as may be developed in the future.
11. “Output” means the output generated and returned by the Services to you based on the Input. For the avoidance of doubt, the Output shall not be deemed to include any Company Property.
12. “Privacy Policy” means the privacy policy, available at [stg-woodoo-staging.kinsta.cloud/privacy-policy]
13. “Services” means the online and/or mobile services, web site, and software provided on or in connection with the service provided by the Company under this Agreement and as detailed on the Company’s website at
14. “Term” means the term of this Agreement, which will commence on the Effective Date and continue for the period of Customer’s active subscription to the Services.
15. “Third-Party Products” means any product, add-on, content, services, information, websites, platforms or other materials that are owned by third parties, not provided by us and are incorporated into or accessible through the Services, including any product that Customer uses with the Service.
16. “User” or “Users” means all visitors, users, and others who access the Services.
17. “User Accounts” means different types of accounts for different types of Users.
18. “Woodoo IP” means and includes the (i) Insight Engine and all related Intellectual Property Rights thereto, (ii) all text, visuals, methods, processes, insights, recommendations, underlying ideas, data, concepts, processes, images, layout and/or design used within and/or in connection with the Services (iii) all Intellectual Property Rights arising out of the Services excluding Customer Property.

2. Acceptance of Term

1. By accessing or using the Services or any functionality thereof on any computer, mobile phone, tablet, console or any other device or using any other technology or otherwise in any manner (“Device(s)”), you confirm that you have read, understood and agreed to be bound by these Terms along with all applicable laws, and all other operating rules, policies and procedures that may be published us from time to time, each of which is incorporated by reference and each of which may be updated by the Company from time to time without notice to you in accordance with the terms set out herein. The Terms also include, without limitation, the Privacy Policy located at [stg-woodoo-staging.kinsta.cloud/privacy-policy ], and User Guidelines (defined below) and payment terms shown at the time of payments, each of which are incorporated into these Terms by this reference (collectively, “Documentation”). These Terms apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the App, individual users of the Services, venues that access the Services, users that have a page on the Service or access any content arising from the Services.
2. By downloading, accessing and/or using the App or Services in any manner, it is explicit and implied that you accept, acknowledge and agree to these Terms. If you do not understand or agree to the Terms, please do not access or use the App or Services or any functionality thereof, in any manner whatsoever. You must accept and abide by these Terms as presented to you. Changes, additions, or deletions are not acceptable, and the Company may refuse access to the Services for non-compliance with any part of these Terms.
3. You understand, accept and acknowledge that our Services and the App is built using the API services provided by Open AI, LLC and therefore, in addition to these Terms, you also hereby agree to the terms of use (including any amendments thereto from time to time) Open AI made available by them at their website or by any other means in the future and currently accessible at [1) https://openai.com/policies/row-terms-of-use/ 2) https://openai.com/policies/ 3) https://openai.com/enterprise-privacy/ ]. The Open AI terms and its URLs are subject to change at the discretion of OpenAI and is beyond the control of the Company and it is advised you keep yourself updated on the same.

3. Registration and Eligibility

1. You may use the Services only if you are eligible to form a binding contract with the Company, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 years old is strictly prohibited and in violation of this Agreement.
2. Subject to your compliance with these Terms, you may access and use our Services by signing up, using your email address and creating an account (your “Account”). This is a contract between you and the Company. The Services are not available to any Users previously removed from the Services by the Company. If you are using your Account and/or Services on behalf of another individual, company, organisation or other entity you must have appropriate permissions to do the same.
3. As a condition to using the Services, you represent, warrant and covenant that you provide the Company with accurate, truthful, and complete registration information (including, but not limited to your name and e-mail address (User Name) that you will use to access the Services) and to keep your registration information accurate and up-to-date. You shall not:
   • provide any false or unlawful personal information to us (including a false email address) or create any account for anyone other than yourself without such person’s permission;
   • use a name or an email address belonging to another person with the intent to impersonate that person;
   • use a name or an email address or account that is subject to any rights of a person other than you without appropriate authorization; or
   • otherwise register, create an account and/or access the Services in a manner that is unlawful.
4. We reserve the right to refuse registration of, or cancel your Account in our sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user’s account without such other user’s prior express permission. You will immediately notify us in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
5. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services (in which case references to “you” herein refer to you and such entity). The Company may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited and, in such circumstances, you agree not to use or access the Services in any way.

 4. Access and Use

1. Subject to these Terms, it is clarified that we offer to provide the Services, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services the Company performs for you, any applications or widgets offered by the Company that you access via our website(s) and/or download from any third party platforms or third party application stores (if applicable) authorized by the Company, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)). The Company reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
   
2. Further, the Services includes certain services that are available via Devices, including a mobile device, including (i) the ability to upload Content to the Services via a mobile device, (ii) the ability to browse the Services from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device for example, a web browser (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services and sharing your mobile phone number (if and when the Company requests), you agree that we may communicate with you regarding the Company and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be shared and communicated to us. If you change or deactivate your mobile phone number, email address or other relevant personal information, you must immediately update your account information.
3. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, the Company hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.
4. Documentation License. Subject to the terms and conditions contained in this Agreement, the Company hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
5. Accounts. Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You understand that we may have visitors, users, and others who access the Services (“Users”) . We may maintain other Users’ accounts. If you open an Account on behalf of another individual, company, organization, or other entity, then “you” includes you and that other individual or entity. By connecting to the Company with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.You may never use other Users’ accounts without permission. When creating your Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Account. You must notify the Company immediately of any breach of security or unauthorized use of your Account. The Company will not be liable for any losses caused by any unauthorized use of your Account.You may control your Account profile and how you interact with the Services by changing the settings in your settings page. By providing the Company your email address you consent to us using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, the Company may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between the Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by the Company. You acknowledge that the Company may compile Aggregated Statistics based on Customer Property input into the Services. You agree that the Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
7. Reservation of Rights. The Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Company Property.
8. Suspension. Notwithstanding anything to the contrary in this Agreement, the Company may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer’s and any other Authorized User’s access to any portion or all of the Services for no reason or for any reason, including but not limited to if: (i) the Company reasonably determines that (A) there is a threat or attack on any of the Company Property; (B) Customer’s or any other Authorized User’s use of the Company Property disrupts or poses a security risk to the Company Property or to any other customer or vendor of the Company; (C) Customer or any other Authorized User is using the Company Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) the Company’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of the Company has suspended or terminated the Company’s access to or use of any third-party services or products required to enable Customer to access the Services.
9. Changes to the Services. We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
10. ) Processing of Personal Data. The Parties acknowledge that use of the Service(s) does not require the Company to process any information relating to an identified or identifiable natural person that relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person (“Personal Data”) on behalf of Customer. In other words, Customer acknowledges that it does not need to provide Input that contains Personal Data in order to make effective use of the Services. However, if Customer wishes to submit Personal Data to the Company for processing on its behalf, it must do so in accordance with applicable laws. To the extent that the Company processes Personal Data, such processing will be in accordance with the Company’s Privacy Policy.
11. No Liability for Third-Party Products. The Services may interoperate, integrate, or be used in connection with Third-Party Products. Customer’s use of a Third-Party Platform with the Services is governed by Customer’s agreement with the provider of the Third-Party Products, not this Agreement, and we are not responsible for Third-Party Products. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Property on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement/Documentation does not apply to your use of such sites. You expressly relieve the Company from any and all liability arising from your use of any Third-Party Products Third-Party Products, including without limitation Customer Property submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that the Company shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
12. Free Generations. On creating an account you are provided some free generations (the number of which is subject to change in the Company’s sole discretion). Such limited generations will be provided free of charge until they are used up in accordance with the terms herein. Currently, there is no expiry/time limit for using such free generations, which is subject to change in the Company’s sole discretion in the future.
13. Generations: Currently, as part of the Services, inter alia editing a campaign and/or changing the parameters of a generation counts as a separate generation. Sufficient notice is given to save the results prior to a new generation. You understand that the Company is not responsible for loss of the generations/recommendations/Output due to any reasons whatsoever. You also understand that the mechanism(s) or processes for generating the Output is subject to change in the Company’s sole discretion and the Company will keep you informed of any substantial changes on a best effort basis.

5. Term and Termination

As long as you use the Services, these Terms and this agreement shall remain in full force and effect. We may terminate you from the Services, in our sole discretion, at any time, without warning or notice. Upon such termination, you shall be stopped from using the Services, provided however that your obligations hereunder with respect to the period prior to the termination shall survive the termination hereof. If you violate any part of this Agreement, your right to access and/or use the Services shall automatically terminate and you agree to immediately destroy any copies you may have made of any of our Services and any related content.

6. Notifications and Service Message

You agree that we may provide notices to you via banners on the App, or an email sent to an address you provided, or through other means. You agree to keep your contact information up to date. If the contact information you provide isn’t up to date, you may miss out on these notices. Please review your settings regularly to control and limit what kind of messages you receive from us.

7. Advertising, External Websites and Applications

You agree that, depending on the payment plans chosen by you, advertising may be provided to you via banners or other means on third party platforms where you may redirected for the purpose of payments, that will be displayed on an ‘as is’ basis based on the information and content received from such third party advertisers (“Third Party Advertisers”). You understand that the Company is not connected to such Third Party Advertisers except as an intermediary and platform and/or in any way responsible or liable for any information or claims offered by such Third Party Advertisers. Further, the Services may include links to external websites or applications (“External Sites”), for example payment gateways. When you follow such links the External Sites may appear as a full screen (in which case you will need to follow the relevant instructions to return to the Services) or in some cases it may appear within the frame of the Services (in which case you will be able to return to the Services by using the navigation buttons within the frame or the Services). These links are provided solely as a convenience to users, and in order to help you connect with Third Party Advertisers, External Sites and/or find relevant websites, applications, services and/or products which may be of interest to you quickly and easily and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. It is your responsibility to decide whether any services and/or products available through any of these Third Party Advertisers and External Sites are suitable for your purposes. The Company is not responsible for such content, for the owners or operators of these Third Party Advertisers or External Sites or for any goods or services they supply and does not make any representations or warranties regarding such content or accuracy of any materials on such External Sites and/or or enter into any conditions, warranties or other terms in relation to these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external website or application to which the Services includes a link infringes the intellectual property rights of any third party). You should take precautions when downloading files from all websites to protect your Devices from viruses and other destructive programs. If you decide to access any External Sites, then do so at your own risk. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

8. Use of the App/Services

1. Right to Use the Services and Software:
   During the Term, (a) we will provide the Services to Customer, (b) we grant Customer the right to (i) use the Services subject to this Agreement, and (ii) use any software provided by us to access the Services in accordance with the Documentation, all subject to the terms of this Agreement.
2. Restrictions on the Right to Use the Services:
   Customer may only use the Services (a) for its internal business purposes and (b) in accordance with this Agreement, including the Documentation and User Guidelines.
3. Access for Authorised Users; Responsibility for Authorised Users:
   Customer may assign Authorised Users to use the Services. Authorised Users may be employees or contractors (or students, if applicable) of Customer who are using the Services solely for the benefit of Customer. Customer is responsible for (a) its Authorised Users’ use of the Services and compliance with this Agreement, and (b) the security of the Account to access the Services. Customer will obtain and maintain from Authorised Users any consents necessary to allow us to deliver the Services. Authorised User accounts may only be used by a single Authorised User and may not be shared by multiple individuals.
4. User Guidelines:
   We’ve established guidelines for using the App and Service which may be made available as directions or notes while using the App , to make sure the Service stays enjoyable for everyone (“User Guidelines”). In using the App and Service, you must comply with the User Guidelines as well as all applicable laws, rules, and regulation, and respect the intellectual property, privacy, and other rights of third parties.
5. Use Restrictions:
   You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that the Company grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violate the Company’s User Guidelines; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (viii) using the Services for any unlawful commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (x) take any action that imposes an unreasonable load on the App or Services’ infrastructure, (xi) use any device, software or routine to interfere or attempt to interfere with the proper working of the App, Services or any activity being conducted on the Services, or (xii) delete or alter any material posted on the Services by the Company or any other person or entity.
6. In addition to the above, you may not use our App/Services for any illegal, harmful, or abusive activity. For example, you may not:● Use our Services in a way that infringes, misappropriates or violates anyone’s rights.
   1. Modify, copy, lease, sell or distribute any of our Services.
   2. Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
   3. Automatically or programmatically extract data or Output (defined below).
   4. Represent that Output was human-generated when it was not.
   5. Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services
   6. Use Output to develop models that compete with the App/Services.

9. Content

1. Subject to the terms and conditions of this Agreement, you may use the features and settings made available by the Company to you as part of the App and Services to generate Output, subject to your exercise of your creative control.
   
2. You may provide Input to the Services, including any information, text, data, information, materials or other content uploaded, shared or used in relation to the App/Services by you and receive Output from the Services based on the Input. Input and Output are collectively “Content.” You are responsible for Content and any related actions and configurations , including ensuring that it does not violate any applicable laws or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.
3. By submitting Input to the App/Services, you hereby grant to the Company a worldwide, non-exclusive, non-revocable, royalty-free, transferable and sub-licensable license in perpetuity including, without limitation, to use, reproduce, distribute, adapt, prepare derivative works of (including, without limitation, by combining Input with internal data and processes, other Services and third party content to the extent necessary for providing the Services ), display, publicly perform and make available and otherwise exploit Input for the life of copyright therein on solely in connection with the Services and the Company’s (and its successors’ and affiliates’) businesses including, without limitation, for promoting and redistributing all or part of the Services in any media or formats, now known or hereinafter developed, to grant sub-licenses through multiple tiers to any third party for any purpose and the right to display advertisements and promotional material in connection with Input [*Please see clarification at the end of this sub-clause]. You may use or license Input, subject to the Company’s non-exclusive rights hereunder. You further irrevocably waive, any and all “moral rights” or other rights with respect to attribution of authorship or integrity of such Input that you or any other third party may have with respect to Input under any applicable law. *We may use the name of your company or organisation for the limited purpose of including within a public roster of users displayed on the App (for which you hereby grant us a non-exclusive limited license) while any information related to your use of the Services will always remain confidential.
4. Restrictions on Input:
    In addition to compliance with the User Guidelines, you agree to the following restrictions on your content or Input and not upload, use or engage in material(s) that:
   1.  is illegal or encourages, promotes or incites any illegal activity;
   2.  is harmful to minors;
   3.  is defamatory or libelous;
   4. itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights);
   5. shows another person which was created or distributed without that person’s consent;
   6. contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person;
   7. is obscene, pornographic, violent or otherwise may offend human dignity;
   8. is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry;
   9. relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);
   10. involves the transmission of “junk” mail or “spam”;
   11. impersonates or intends to deceive or manipulate a person (including, without limitation, scams and inauthentic behavior);
   12. contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from the Company or otherwise; or
   13. in any other way violates our User Guidelines or these Terms.
5. Customer Property: We claim no ownership rights over Customer Property. The Customer Property remains yours. The Company has the right (but not the obligation) in its sole discretion to remove any Customer Property that is processed via the Services. By submitting, posting, displaying, providing, or otherwise making available any Customer Property on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Customer Property and your name, voice, and/or likeness as contained in your Customer Property, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and the Company’s (and its successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. Additionally, for the Term, you grant the Company a non-exclusive, irrevocable license to use Customer’s name, trademarks and logos to identify Customer as a subscriber of the Services. In connection withfollowing: (i) You have the written consent of each and every identifiable natural person in the Customer Property, if any, to use such person’s name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) You have obtained and are solely responsible for obtaining all consents as may be required by law to submit any Customer Property relating to third parties; (iii) Your Customer Property and the Company’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; and (iv) the Company may exercise the rights to your Customer Property granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. The Company takes no responsibility and assumes no liability for any Customer Property that you or any other User or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Property and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Property. You understand and agree that you may be exposed to Customer Property/Output that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that the Company shall not be liable for any damages you allege to incur as a result of or relating to any Customer Property/Output.
6. Notwithstanding anything to the contrary hereunder, it is acknowledged that it has not yet been established whether, or to what extent, copyright applies to content generated by artificial intelligence, so the Company makes no representation or warranty regarding the copyright or ownership of or the enforceability of any rights with respect to the Output, provided however, as between the parties, Customer owns all Intellectual Property Rights in Customer Property, and we own all Intellectual Property Rights in the Services, Woodoo IP, the Documentation, and the System Data. Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between you and the Company, and to the extent permitted by applicable law, you (a) retain your pre-existing rights in Input. Use, reproduction, modification, distribution or storage of any Content for other than for internal business purposes is expressly prohibited without prior written permission from the Company.
7. Similarity of content:
   Due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar output from our Services.
8. Our use of Content/Customer Property:
    We may use Content and Customer Property to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.
9. Accuracy:
   Artificial intelligence and machine learning are rapidly evolving fields of study. Further, you understand that since the Output is produced using such technologies, and the purpose of the App/Services is not to provide content that is true, accurate or that may need to be in compliance with any standards of quality but instead to generate output that is meant for trial/recommendation purposes only, and you hereby agree that, given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real information, people, places, or facts. While we aim to offer insights based on our internal testing and experience, we cannot guarantee that the same will be without exceptions or errors and we recommend testing the efficacy of the Output and Services for any business needs as per your own judgement.When you use our Services you understand and agree:● Output and/or the Services may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for infallible professional advice or general customer discretion based on common industry standards.
   1. You must evaluate Output and the Services for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
   2. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
   3. Our Services may provide incomplete, incorrect, or offensive Output that does not represent the Company’s views, nor of any third party or their works, which the Content may be related to. If Output references any third party works, products or services, it doesn’t mean the third party endorses or is affiliated with the Company.
10. Our IP rights:
    The Intellectual Property Rights in any technology, methods, inventions, copyright, patents, trademarks, service marks, and logos of the Company, software, text, graphics, images and other content contained in the App/Services, including the Company Property, including but not limited to Woodoo IP (“ Company IP” ) used and displayed on the App/ Services and/or this website are the exclusive intellectual property of the Company and its licensors (including other Users who post content to the Services). Other intellectual property, product, tradenames and service names on the website may be owned by third parties (“Third-Party IP”). Nothing on the App, Services or in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company IP or Third Party IP and without the prior written consent of the Company and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company IP/Company Property. All goodwill generated from the use of any Company IP shall inure to the benefit of the Company. We and our affiliates own all rights, title, and interest in and to the App/Services. The Company IP and all copyrights, trademarks, service marks, and other intellectual property with respect thereto also belong to the Company. You may not copy, distribute, modify, make derivative works of or otherwise exploit any Company IP or use the same in any manner unless otherwise authorized in writing by the Company. The Company hereby reserves all rights not expressly granted in and to the Company IP, App/Services and the Content and you shall not copy, reproduce, distribute, transmit, display, sell, license, or otherwise exploit the same in any manner or for any purpose except as may be expressly authorized hereunder by the Company.
11. Use of Company IP/Company Property for any purpose not expressly permitted by this Agreement is strictly prohibited. For the avoidance of doubt, Company Property, Aggregated Statistics and any other information, data, or other content derived from the Company’s monitoring of your access to or use of the Services, does not include Customer Property. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to the Company an assignment of all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights relating thereto.

10. Confidentiality

1. From time to time, the Company and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement.
2. The recipient of Confidential Information will only use the disclosing party’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement.
3. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
4. The Company cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

11. Limitation of liability and disclaimer of warranties

The Services, including the App and your data maintained on the Service is subject to malfunctions and losses and the Company is not responsible for, and does not warrant regarding, any such malfunction or loss. You are urged to backup any important data of yours that you maintain on the Services/App to avoid any inconvenience in case of such loss. The Company does not warrant that your use of the Services/App will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information or that the Services will be is free from computer virus or similar contaminations, loss, corruption, attack, interference, hacking or other security intrusion, and you agree that from time to time we may remove the Services for indefinite periods of time, or cancel the Services at any time without notice to you. You acknowledge that your use of, or inability to use, the Services/App is at your own risk, to the fullest extent permitted by law, and that the Services and all content, information, materials, software, products and services offered through the Services and App are provided on an “AS IS” and “AS AVAILABLE” basis without representations or warranties of any kind, either express or implied, all of which the Company expressly disclaims, including, but not limited to, any representations or warranties of accuracy, completeness, reliability, title, merchantability, non-infringement, fitness for a particular purpose, or as to the security of any information that you provide to the Services or the App.

12. Without limiting the foregoing, the Company, its subsidiaries, its affiliates, and its licensors do not warrant that the Output is accurate, reliable or correct; that the Output and/or Services are foolproof beyond an estimation based on our internal assessments and research; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the services are free of viruses or other harmful components. Any content resulting from, or downloaded or otherwise obtained through, the use of the Services is downloaded and used at your own risk and you will be solely responsible for any liability arising therefrom to the extent not expressly set forth otherwise herein, including any damage to your computer system or mobile device or loss of data that results from such download or your use of the services.

13. Further, the Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services or any hyperlinked website or service, and the Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

14. You agree that under no circumstances shall the Company or its directors, officers, employees, affiliates, agents, representatives, contractors, service providers, licensors or licensees be liable for any damages, whatsoever (including, but not limited to, direct, indirect, punitive, special, incidental, consequential, exemplary damages,) lost profits, customer loss, loss of data or information, loss of goodwill, or any other damages resulting from your use of, or inability to use, the Services.

15. Your Representations and Warranties

By agreeing to these Terms, you represent and warrant to us that:

• (1) you are at least 18 years old, (2) you have not previously been suspended or removed from the Services and (3) your registration and your use of the App and/or Services is in compliance with any and all applicable laws and regulations. If you are an entity, the individual accepting these Terms on your behalf represents and warrants that he or she has authority to bind you to this Agreement and you agree to be so bound.
• You own or have all necessary licenses, rights, consents, and permissions for the exercise of all rights with respect to the use of Customer Property on and in connection with the App and/or the Services including, without limitation, with respect to all copyright, trademark, patent, trade secret, rights of publicity, rights of privacy or other proprietary rights in and to the Customer Property, and
• Input shall not contain third party copyrighted material and it shall not be subject to a third party’s proprietary rights, unless you have permission from the rightful owner thereof and unless you are legally entitled to submit it hereunder and to grant to the Company all of the rights granted herein

16. Beta Services

This section governs your use of services or features that the Company offers on an alpha, preview, early access, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing and evaluation and are excluded from any indemnification obligations the Company may have to you.The Company makes no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free, or that Content will be secure or not lost or damaged. Except to the extent prohibited by law, the Company expressly disclaims all warranties for Beta Services, including any implied

warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade

17. Payments

1. Please refer to the Payment Terms for information related to payments, premium services, billing, subscriptions and any cancellations and renewals thereof . Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you hereby agree to comply with the terms and conditions outlined in the Payment Terms, as we may update them from time to time. We may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
2. No Refunds. You may cancel your Account at any time; however, there are no refunds for cancellation. In the event that the Company suspends or terminates your Customer Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused generations/time remaining on a paid pack, any license or payment for any portion of the Services, any content or data associated with your Account, or for anything else.
3. Risk of Loss.The Services are delivered to you by an independent carrier not affiliated with, or controlled by the Company. The Services, as well as the risk of loss for such products, passes to you when the Company or our supplier delivers these items to the carrier.
4. Payment Information; Taxes. We accept various payment methods through Zoho, including, without limitation, Mastercard, Visa, and UPI. By using the Services, you agree to be bound by Zoho’s Services Agreement available at [*]. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

18. Indemnity

1. Customer shall defend, indemnify and hold harmless the Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to actual attorney’s fees) arising from: (i) Customer or Customer’s Authorized Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorized Users; (ii) Customer or Customer’s Authorized Users’ violation of any term of this Agreement, including without limitation Customer or Customer’s Authorized Users’ breach of any of the representations and warranties above; (iii) Customer or Customer’s Authorized Users’ violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Customer or Customer’s Authorized Users’ violation of any applicable law, rule or regulation; (v) Input or Customer Property or any content that is submitted via Customer or Customer’s Authorized Users’ User Account including without limitation misleading, false, or inaccurate information; (vi) Customer or Customer’s Authorized Users’ willful misconduct; or (vii) any other party’s access and use of the Services with Customer or Customer’s Authorized Users’ Account or security code; (vii) reasons attributable solely to the Customer and/or related to the Customer’s use of the App/Services; (viii) a combination of the Output/Customer Property/Company’s Services with materials not provided by the Company under this Agreement, unless such combination is required by this Agreement; and/or (ix) the Services provided under a free trial or program.
2. In no event will the Company, its affiliates, agents, directors, employees, suppliers, or licensors’ aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to the Company under this agreement in the twelve (12) month period preceding the event giving rise to the claim or INR 5000, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage.

19. Dispute resolution

1. Mandatory arbitration. You and the Company agree to resolve any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, alleged breach, termination, as well as any other claims (each, a “Dispute”) including claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed, through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by writing to us at [*]. If you opt out of an update, the last set of agreed upon arbitration terms will apply.
2. Informal dispute resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice on [email] specifying the i) dispute you would like resolve and (ii) the relief you are seeking. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.In case we are unable to resolve a Dispute as above, the same may be submitted to mediation in accordance with the Mediation Act, 2023 or the Commercial Courts Act 2015 by either Party. Any settlement reached before the mediator shall be reduced to writing signed by the parties and binding on both the parties. The mediation proceedings shall be conducted in Mumbai, Maharashtra, India. The language to be used in the mediation shall be English.If, and to the extent that, any such Dispute, controversy or claim has not been settled through mediation for a period exceeding one-twenty (120) days, or settled and disputed thereafter, either party shall refer the Dispute to arbitration. The arbitration proceedings shall be conducted as per the Arbitration and Conciliation Act 1996 including any modifications thereto and re-enactments thereof. The language to be used in arbitration proceedings shall be English and the seat of arbitration shall be Mumbai, Maharashtra, India. The arbitral tribunal shall consist of a sole arbitrator to be mutually appointed by the Parties, failing which, each Party shall be entitled to appoint one arbitrator and the two arbitrators so appointed shall mutually appoint the third arbitrator, constituting an arbitral panel. The decision of the arbitrator or arbitral panel (as the case may be) shall be final and binding on the parties. Each party submits to the exclusive jurisdiction of courts of Mumbai for the purposes only of compelling compliance with the above arbitration provisions and for enforcement of any arbitration award made in accordance with the above provision.
3. Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.
4. Class and jury trial waivers. You agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and the Company knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

20. Severability

If any part of these Terms is found to be illegal or unenforceable, the remainder will remain in effect.

21. Complaints

For concerns or complaints outside of your usage of Services or your account, , please send notice to [support@woodoo.ai]. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
• A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site so we can find it
• Your address, telephone number, and e-mail address
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf

22. General Terms

Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to these Terms or our Services. We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

• Changes to the law or regulatory requirements.
• Security or safety reasons.
• Circumstances beyond our reasonable control.
• Changes we make in the usual course of developing our Services.
• To adapt to new technologies.

We will give you advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in enforcing these Terms. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Entire agreement. These Terms contain the entire agreement between you and the Company regarding the App/Services and supersedes any prior or contemporaneous agreements between you and the Company.

Governing law. These Terms will be governed by the laws of India. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the courts of Mumbai.