Business Terms and Conditions of Use

1. Definitions

1.1 In these Terms, the following definitions apply:

"we", "us", "our" means Amersia Limited, (trading as Woven) a company registered in England (company registration no. 17113593) whose registered office is at 2nd Floor, 55 Ludgate Hill, London, United Kingdom, EC4M 7JW.

"you", "your" means the customer organisation that is agreeing to these Terms.

"Affiliate" means an entity which is controlling, controlled by or under common control with a party. For purposes of this definition, "control" means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise.

"Allowable Purposes" has the meaning given to it in clause 5.2.

"Applicable Law" means any law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body, applicable to the relevant party.

"Beta Features" has the meaning given to it in clause 2.3.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Claim" has the meaning given to it in clause 14.4(a).

"Confidential Information" means all materials, data, information and other documents which are disclosed by one party to the other in fulfilling the provisions and intent of these Terms or which are otherwise provided to the other in the contemplation of or the performance of these Terms, and any confidential information concerning the business, affairs, customers, clients or suppliers of a party. For the avoidance of doubt, Customer Content does not constitute Confidential Information.

"Customer Content" means both Input and Generated Output.

"Documentation" means the document(s) and other materials made available to you by us online via wovenstudio.ai or such other web address notified by us to you from time to time which sets out a description of the Platform and any user instructions for the Platform.

"Effective Date" means the date you enter into the Terms.

"End-User" means your employees, agents and independent contractors who you authorise to use the Platform and Documentation on your behalf.

"Generated Output" means any content, information, text, image, video, audio, or other audiovisual content or material produced by the Platform in response to your Input.

"Indemnified Party" has the meaning given to it in clause 14.4.

"Indemnifying Party" has the meaning given to it in clause 14.4.

"Initial Term" has the meaning given to it in clause 15.1.

"Input" means any content, information, text, prompts, instructions, images, video, audio, data, or other audiovisual content or material that you submit into the Platform to produce Generated Output.

"Intellectual Property Rights" means all patents, trade marks, service marks, copyright, moral rights, database rights, design rights, trade secrets, rights in confidential information, and any other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Normal Business Hours" means 9.00 am to 6.00 pm local UK time, each Business Day.

"Platform" means the Woven website www.wovenstudio.ai ("Website"), our intermediary platform that provides filmmakers, television makers, commercial content creators, and other audiovisual content creators with access to multiple AI-powered generation tools through a single unified interface, our application programming interfaces ("APIs"), and any associated tools, features, or services offered by us through which customers access AI-powered audiovisual generation capabilities.

"Renewal Term" has the meaning given to it in clause 15.1.

"Subscription Fees" has the meaning given to it in clause 6.1.

"Subscription Plan" has the meaning given to it in clause 6.1.

"Term" means the Initial Term and any Renewal Terms.

"Third-Party AI Services" means the external AI generation platforms integrated with the Platform, including without limitation: Kling AI image and video generation (operated by Lohas Games Pte. Ltd. / Kuaishou Technology); Seedance video generation and Seedream image generation and associated reference-asset processing (operated by ByteDance Limited.); Google Cloud / Vertex AI - Gemini image generation and Veo video generation (operated by Google LLC and Google DeepMind); OpenAI text processing, GPT Image generation and Sora video generation (operated by OpenAI, L.L.C.); and Flux image and video generation (operated by Black Forest Labs GmbH), as may change from time to time without notice to you.

"Third-Party Terms" means the terms of service, usage policies, content policies, technical restrictions and acceptable use policies of each Third-Party AI Service, as updated from time to time.

"User Subscriptions" means the user subscriptions purchased by you which entitle End-Users to access and use the Platform and Documentation in accordance with these Terms.

2. Acceptance of Terms

2.1 By registering for an account and clicking to accept these Terms you confirm that:

1. you have read, understood, and agree to be bound by these Terms;
2. you are at least 18 years of age (or the age of legal majority in your jurisdiction, if higher);
3. if you are agreeing on behalf of a legal entity, you have authority to bind that entity to these Terms; and
4. your use of the Platform complies with all Applicable Laws in your jurisdiction.

2.2 We may update these Terms accordingly from time to time. Where changes are material, we will provide reasonable notice by posting the updated Terms on the Platform or contacting you using your account details. These Terms were last updated on the date shown at the top of this document. Continued use of the Platform after the effective date of the updated Terms constitutes acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Platform.

2.3 We may from time to time make certain features or functionality available on a beta, preview or experimental basis ("Beta Features"). Any Beta Features shall be subject to separate terms, conditions or usage requirements as may be notified or made available by us from time to time. In the event of any inconsistency, those specific terms shall apply in respect of the relevant Beta Features.

3. Accounts and End-Users

3.1 You and your End-Users are required to create an account to access certain features of the Platform. You agree to provide, and ensure that End-Users provide, accurate, current, and complete information during registration and to keep it up to date.

3.2 You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, if there is any such unauthorised access or use, you must promptly notify us.

3.3 We may suspend access to your, or your End-Users', account and the Platform at any time and without prior notice if:

1. we are required to do so by law or by a Third-Party AI Service;
2. we reasonably suspect fraudulent, abusive, or unlawful activity on your part or that an account has been compromised;
3. you fail to pay an amount due and remain in default not less than (30) days after being notified in writing to make such payment; or
4. an account is inactive.

3.4 In relation to the End-Users, you shall ensure that:

1. the number of End-Users authorised to access and use the Platform does not exceed the number of User Subscriptions purchased;
2. each User Subscription is used by only one End-User at a time, unless reassigned in full to another End-User, in which case the previous End-User shall cease all access and use; and
3. it permits us or our designated auditor, no more than once per year, to audit usage to verify compliance with this clause 3.4, and where any audit reveals underpayment of Subscription Fees, you shall promptly pay the amount of such underpayment calculated in accordance with our applicable Subscription Plan in force at the time, without prejudice to our other rights.

3.5 You shall ensure that the End-Users use the Platform in accordance with the terms and conditions of these Terms and shall be responsible for any End-User's breach of these Terms.

4. The Platform

4.1 We shall, during the Term, provide the Platform and make available the Documentation to you on and subject to these Terms.

4.2 We shall provide the Platform substantially in accordance with the Documentation and with reasonable skill and care.

4.3 Our obligation under clause 4.2 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to our instructions, or modification or alteration of the Platform by any party other than us or our duly authorised contractors or agents. If the Platform does not conform with the terms of clause 4.2, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of clause 4.2.

4.4 We reserve the right to modify, suspend, or discontinue the Platform or any features at any time, with or without notice. We shall not be liable for any modification, suspension, or discontinuation.

4.5 The range of Third-Party AI Services integrated with the Platform may change at any time. We do not guarantee the continued availability of any particular AI generation model.

4.6 We will, as part of the Platform services, provide you with our standard customer support services during Normal Business Hours in accordance with the Support Services Policy in effect at the time that the Platform is provided.

4.7 We may collect and use data relating to your use, and your End-Users' use, of the Platform, including usage data, technical information and analytics, for our legitimate business purposes.

5. Use of the Platform

5.1 Subject to compliance with these Terms, the applicable Third-Party Terms, and payment of any Subscription Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use, and permit End-Users to access and use, the Platform and Documentation for the creation of Generated Output for the relevant Allowable Purposes (defined herein) during the Term.

5.2 Subject to clause 4 and this clause 5, Applicable Law, and any material restrictions notified to you from time to time, where you hold a Subscription your Generated Output may be used for commercial purposes, including use in client deliverables, advertising, broadcasting, licensing, publication and other commercial exploitation ("Allowable Purposes").

5.3 You shall comply with, and shall ensure that its End-Users comply with, our Acceptable Use Policy (as updated from time to time).

6. Subscriptions, Plans, and Payment

6.1 Access to the Platform under a Subscription is subject to payment of applicable fees ("Subscription Fees"). Details of applicable Subscription Fees, plans, and billing cycles for Subscriptions are set out in our subscription plan on our Website ("Subscription Plan") and may change from time to time.

6.2 On the Effective Date, you shall provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

1. your credit card details to us, you hereby authorise us to bill such credit card:
   1. on the Effective Date for the Subscription Fees payable in respect of the Initial Term; and
   2. on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Term;
2. your approved purchase order information to us, we shall invoice you:
   1. on the Effective Date for the Subscription Fees payable in respect of the Initial Term; and
   2. at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Term,

and you shall pay each invoice within 30 days after the date of such invoice.

6.3 All amounts and fees stated or referred to in these Terms are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

6.4 We may increase the Subscription Fees from time to time, and shall use commercially reasonable endeavours to give you at least 30 days' written notice prior to the increase. Any such increase will take effect from the start of the next Renewal Term. If you do not agree to the proposed increase, you may terminate these Terms by written notice before the new Subscription Fees take effect, in which case these Terms will end at the end of the current Initial Term or Renewal Term.

6.5 You may upgrade your Subscription Plan during the Term in accordance with our applicable Subscription Plans in force at the time, and we shall grant access to such additional End-Users in accordance with these Terms. Where a Subscription Plan is upgraded part way through the Term, the upgraded Subscription Plan shall be effective from the date of switchover of the plans and the previous plan will be cancelled.

7. Intellectual Property

7.1 You acknowledge that all Intellectual Property Rights in the Platform, including its design, user interface, software, trade marks, logos, and all content created by us (excluding Generated Output), belong to us or our licensors, and that you have no rights in, or to, the Platform other than the right to use it in accordance with these Terms.

7.2 We acknowledge that all Intellectual Property Rights in Input belong to you. Except as expressly stated in these Terms, these Terms do not grant us any Intellectual Property Rights, or any other rights or licences in respect of Input.

7.3 You grant us a worldwide, non-exclusive, sub-licensable, royalty-free licence to host, store, process, reproduce, disclose, transmit, and otherwise use Input solely to the extent reasonably necessary to:

1. operate, provide, secure, maintain and improve the Platform; and
2. comply with Applicable Law and enforce these Terms.

This grant is revocable on termination or expiry of these Terms.

7.4 We do not use Input or Generated Output to train, fine-tune, retrain or otherwise improve any artificial intelligence or machine learning model, whether developed by us or by a third party, and no licence granted under clause 7.3 shall be construed as permitting us to do so. For the avoidance of doubt, this clause does not restrict our use of aggregated or anonymised usage data under clause 4.7, provided such data does not include, and could not be used to reconstruct, your Input or Generated Output.

7.5 We do not claim ownership of, or any right, title or interest in, any Generated Output. We do not represent or warrant that any Generated Output:

1. is original or capable of exclusive ownership or protection by Intellectual Property Rights;
2. does not infringe any third-party Intellectual Property Rights;
3. is available for exclusive use; or
4. is suitable for commercial exploitation.

7.6 You warrant and represent that:

1. you own or have all necessary rights, licences, consents, and permissions in your Input to submit it to the Platform and to grant us the licence in clause 7.3;
2. your Input and use of the Platform does not and will not infringe any third party's Intellectual Property Rights or other rights of any third party; and
3. your Input and use of the Platform complies with all Applicable Laws.

8. Third-Party AI Services

8.1 Your use of the Platform necessarily involves the transmission of your Customer Content to and from one or more Third-Party AI Services. We reserve the right to add, modify, or remove Third-Party AI Services at any time without notice.

8.2 We do not operate the underlying Third-Party AI Services; we act as an intermediary only. As the Platform is integrated with Third-Party AI Services, your use of the Platform is subject both to these Terms and to the applicable Third-Party Terms which are incorporated into these Terms by reference to the extent applicable to your use. You acknowledge and agree that you are responsible for reviewing and complying with the Third-Party Terms for each service you use via the Platform. In the event of a conflict between these Terms and the applicable Third-Party Terms, the more restrictive provision shall apply.

8.3 You acknowledge and agree that we do not control, endorse, warrant or assume responsibility for:

1. any interruption, degradation, withdrawal, delay, change in functionality or change in terms affecting a Third-Party AI Service;
2. the availability, performance, reliability, legality or security of Third-Party AI Services;
3. the accuracy, safety, legality, suitability or non-infringement of Generated Output produced by a Third-Party AI Service; or
4. the acts, omissions, or content policies of Third-Party AI Services.

8.4 The Third-Party Terms are published at:

• Kling AI
• Seedance (ByteDance)
• Google Veo / Nanobanana (Gemini): Google Terms and Gemini API Terms
• OpenAI (DALL·E / image generation): Terms of Use and Usage Policies
• Black Forest Labs (Flux)

8.5 You are encouraged to check the relevant Third-Party Terms periodically to inform yourself of changes to Third-Party Terms.

9. AI-Generated Content

9.1 All Generated Output produced via the Platform is created by artificial intelligence. You acknowledge that AI-generated content may:

1. be inaccurate, incomplete, misleading, biased, unsuitable for your intended purpose or similar or identical to content generated for other customers or available from other sources;
2. not be protected by copyright or other Intellectual Property Rights under Applicable Law;
3. incorporate, reflect, resemble or be derived from existing works, brands, voices, real people, third-party content or other material that is protected by Intellectual Property Rights or other rights of third parties, or may be subject to rights or restrictions imposed by Third-Party AI Services;
4. produce results that are unexpected, unsuitable or inappropriate despite trust and safety measures being implemented; and
5. carry embedded watermarks, provenance signals or metadata. You must not remove, obscure, or alter any such watermarks, signals or metadata.

9.2 You have sole responsibility for:

1. the legality, reliability, integrity, accuracy and quality of Input.
2. reviewing, assessing and verifying Generated Output before using, publishing, distributing, licensing or otherwise relying on it. This includes editorial reviews, checking factual accuracy, suitability, rights clearance, required consents and compliance with Applicable Law, regulation, advertising standards, broadcaster rules and platform rules; and
3. ensuring that Generated Output is clearly disclosed or labelled as AI-generated or materially AI-assisted in accordance with any Applicable Law or labelling or disclosure requirements.

10. Confidentiality

10.1 Except to the extent set out in this clause 10 or where disclosure is expressly permitted elsewhere in these Terms, each party undertakes that during the Term, and for a period of two (2) years after termination or expiry of these Terms, it shall:

1. treat the other party's Confidential Information as confidential and safeguard it accordingly; and
2. not disclose the other party's Confidential Information to any other person without the other party's or the owner's prior written consent.

10.2 Clause 10.1 shall not apply to the extent that:

1. such disclosure is a requirement of Applicable Law imposed upon the party making the disclosure;
2. such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner, or is obtained from a third party without obligation of confidentiality;
3. such information was already in the public domain at the time of disclosure otherwise than by a breach of these Terms;
4. such information is independently developed without access to the other party's Confidential Information; or
5. disclosure is made to a party's legal counsel, independent auditors, or other professional advisers who are subject to professional duties of confidence.

10.3 We may disclose your Confidential Information to:

1. any of our Affiliates for the purposes of management and reporting or who have a need to know the Confidential Information in order to assist us in the performance of these Terms; and
2. any employees, consultants, directors, officers, contractors, subcontractors, and service providers who have a need to know the Confidential Information for the performance of these Terms (including the development of our products and services), and any bank or third party providing finance to or investment in us or to us,

and we will use reasonable efforts to ensure that such third parties are subject to contractual or non-contractual obligations of confidence.

10.4 You shall ensure that End-Users are bound to obligations of confidentiality no less onerous than provided for in this clause 10.

11. Data Protection and Privacy

11.1 Each party shall comply with their respective obligations under applicable data protection laws. To the extent that we process personal data on your behalf, the parties shall also comply with the terms of the DPA.

12. Warranties

12.1 The Platform and all Generated Output are provided on an "as is" and "as available" basis. Except as expressly provided in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from these Terms.

12.2 We do not warrant that the Platform will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

13. Limitation of Liability

13.1 Nothing in these Terms excludes or limits either party's liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. your indemnification obligations under clause 14.3;
4. any other liability that cannot be excluded or limited by Applicable Law; or
5. our indemnification obligations under clause 14.1.

13.2 Subject to clause 13.1, and to the fullest extent permitted by law:

1. Our total aggregate liability to you (whether in contract, tort including negligence, breach of statutory duty, or otherwise) in any twelve (12) month period shall not exceed the Subscription Fees paid by you to us in that period.
2. Neither party shall have any liability to the other party (whether in contract, tort including negligence, breach of statutory duty, or otherwise) for any:
   1. loss of profits, revenue, business, data, goodwill, or anticipated savings, even if we have been advised of the possibility of such losses; or
   2. indirect, incidental, special, consequential, or punitive loss or damage.
3. We shall have no liability (whether in contract, tort including negligence, breach of statutory duty, or otherwise) for any loss or damage arising from:
   1. any Generated Output, including any use made by you or a third party of Generated Output;
   2. your failure to comply with Third-Party Terms; or
   3. the acts or omissions of any Third-Party AI Service including for any failure, interruption, or change in service of any Third-Party AI Service.

14. Indemnification

14.1 We shall defend, indemnify and hold harmless you against any and all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim that your use of the Platform in accordance with these Terms infringes any third party Intellectual Property Rights.

14.2 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

1. a modification of the Platform by anyone other than us or our agents, subcontractors or partners or without our consent or approval;
2. your use of the Platform otherwise than in accordance with our instructions and these Terms;
3. your use of the Platform after notice of the alleged or actual infringement from us or any appropriate authority; or
4. Input.

14.3 You agree to defend, indemnify and hold harmless us and our officers, directors, employees, agents, and licensors against any and all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your Input or use of Generated Output in breach of these Terms, any Third-Party Terms or Applicable Laws;
2. your breach of any Third-Party Terms; or
3. any claim that your Customer Content infringes any Intellectual Property Rights or other rights of any third party.

14.4 If a party is required to indemnify ("Indemnifying Party") the other party ("Indemnified Party") in accordance with this clause 14, the Indemnified Party shall:

1. promptly notify the Indemnifying Party in writing of any claim ("Claim");
2. allow the Indemnifying Party, at its own cost, to defend and settle the Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld; and
3. not, without prior consultation with the Indemnifying Party, make any admission relating to the claim or attempt to settle it, and provide reasonable co-operation to the Indemnifying Party in the defence and settlement of the claim, at the Indemnifying Party's expense.

15. Term and Termination

15.1 These Terms shall commence on the Effective Date and shall continue for the initial subscription period selected by you ("Initial Term"). Following the Initial Term, the subscription shall automatically renew for successive periods equal to the Initial Term (each a "Renewal Term"), unless terminated in accordance with these Terms.

15.2 You may end your Subscription at any time. Any cancellation of a Subscription will take effect at the end of the current billing period unless we expressly agree otherwise.

15.3 Either party may terminate these Terms at any time and without prior notice if:

1. the other party materially breaches these Terms or any Third-Party Terms and (if such breach is remediable) the party fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
2. the other party ceases its business operations or becomes subject to insolvency proceedings.

15.4 Without affecting any other right or remedy available to it, these Terms may be terminated by:

1. us giving at least thirty (30) days' written notice to you; or
2. you giving written notice to us, and such termination shall take effect at the end of the then-current Initial Term or Renewal Term.

15.5 On termination, the following clauses shall survive: clause 3.2, clause 3.5, clause 7, clause 8.2, clause 8.3, clause 9, clause 10, clause 11, clause 12, clause 13, clause 14, clause 15.5, clause 16 and clause 17 and any other provision that by its nature should survive.

16. Governing Law and Dispute Resolution

16.1 If any dispute arises out of or in connection with these Terms, directors or other senior representatives of the parties with authority to settle the dispute shall, within ten (10) Business Days after receipt of a written request from one party by the other party, meet in a good faith effort to resolve the dispute. Nothing in this clause 16.1 shall limit the right of any party to seek relief or issue proceedings in any jurisdiction at any time.

16.2 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

16.3 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

17. General

17.1 Entire Agreement. These Terms constitute the entire agreement between you and us regarding the Platform and supersede all prior agreements.

17.2 Severability. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be deemed deleted to the minimum extent necessary and the remaining provisions shall continue in full force.

17.3 No Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it subsequently.

17.4 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations at any time, including in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure. We shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including acts of God, governmental actions, internet outages, or the failure of Third-Party AI Services.

17.6 No Partnership or Agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.7 Third-Party Rights. These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

17.8 Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17.9 Notices. Notices given shall be in writing, in the English language, and sent by email to: (a) admin@amersia.ai, for us; and (b) the individual and email address provided by you upon registration, for you. Notices shall be deemed given by the sender and received by the addressee on the same Business Day as received according to the recipient's email system (if received within normal business hours), or otherwise on the next Business Day.