Master Subscription Agreement / Terms of Service

This Master Subscription Agreement ("Agreement") is between JewelVi LLC, a New Jersey limited liability company ("JewelVi"), and the business identified in an accepted order ("Customer"). A person accepting for Customer represents that they have authority to bind that business. The Agreement becomes effective when Customer accepts it electronically in JewelVi or signs an Order. Consumer kiosk users are not parties to this business subscription agreement.

"Services" means JewelVi-hosted business software, including the company workspace, customer intake, AI-assisted concepts, 3D previews, supported AR try-on, staff approvals and related features. "Customer Data" means information submitted by or for Customer, including end-customer information, images, specifications and project records. "Output" means AI-assisted design content generated through the Services. "Order" means the written or electronically accepted subscription terms, including the selected plan and billing period. "Authorized Users" are Customer staff granted access. "Creation" has the meaning given in the Subscription & Billing Policy.

During an active paid term JewelVi grants Customer a limited, non-exclusive, non-transferable right, revocable for cause, to access the Services for its internal jewelry business operations. No ownership of software, code, model architecture, interface, trademarks or proprietary tools transfers. The number of licensed paired kiosk tablets is the allowance recorded on Customer's license; additional devices require JewelVi's written approval and any applicable fees. Customer may not sublicense or resell platform access.

Customer is responsible for its users, permissions, staff PIN handling, authorized devices, accurate account information and activities performed through its account. Customer must promptly report suspected unauthorized access to legal@jewelvi.com. JewelVi uses access controls designed to keep each company's environment separate; neither party may knowingly circumvent security boundaries.

Customer must obtain lawful rights and give required notices for all uploaded materials. AI-assisted concepts, dimensional estimates, 3D assets and virtual try-on are illustrative and can be inaccurate, non-unique, incomplete or unsuitable for manufacturing. Customer must independently verify measurements, materials, stone settings, feasibility, safety, originality and final production specifications with qualified jewelry professionals before quoting or manufacturing.

JewelVi is a software provider, not the seller, manufacturer, appraiser, insurer, certifier or merchant of record for Customer's jewelry. Customer solely controls pricing, order acceptance, production, payment collection, refunds, delivery, warranties and compliance for its own jewelry transactions. A digital approval in JewelVi documents an approved design record; it is not a warranty that manufactured goods will match a preview.

As between the parties, Customer retains its rights in Customer Data. Customer grants JewelVi a limited license to host, transmit, transform and process Customer Data only to provide, secure, support and improve the contracted Services as described in the Privacy Policy and Data Processing Agreement. No license is granted to publicly advertise customer images or confidential designs. Customer must provide end-user notices and obtain permissions required by law.

JewelVi and its licensors own the platform and its improvements. Subject to third-party terms and applicable law, Customer may use and commercially exploit its authorized Outputs for its jewelry business, as described in the Intellectual Property & Design Ownership policy. JewelVi does not warrant copyrightability, exclusivity or non-infringement of any Output. Feedback may be used to improve the Services without revealing Customer confidential information.

Fees, billing periods, creation allowances, permitted devices and additional charges are governed by the accepted Order and the Subscription & Billing Policy. Current standard plans are:

• JewelVi Professional: $299 per month or $2,990 per year, with 100 successful AI creations included in each monthly usage cycle.

• JewelVi Business: $499 per month or $4,990 per year, with 300 successful AI creations included in each monthly usage cycle.

• JewelVi Enterprise: $899 per month or $8,990 per year, with 750 successful AI creations included in each monthly usage cycle.

Additional creation packs are available at 25 creations for $49; 100 creations for $149; 250 creations for $299. Fees are payable in advance. Taxes are additional where legally applicable. Payment is made directly to JewelVi against a JewelVi invoice by ACH bank transfer or Business Zelle, as described in the Subscription & Billing Policy. JewelVi does not process card payments and never debits Customer's account. No automatic renewal or charge occurs unless Customer specifically and affirmatively agrees to it in an Order.

The initial term is the billing period of the accepted Order (one month or one year). Either party may decline renewal with notice before the next term. Either party may terminate for a material breach not cured within 30 days after written notice, except that JewelVi may suspend access immediately where necessary for unlawful activity or an imminent security risk. Upon expiration, Customer access ends. For 30 days after expiration, JewelVi will provide a commercially reasonable export of Customer Data on written request to legal@jewelvi.com, subject to security and legal holds, and will then delete Customer Data within 90 days after expiration as described in the Data Processing Agreement.

JewelVi will use commercially reasonable efforts to maintain the Services but does not promise uninterrupted availability. Maintenance, third-party AI provider failures, camera or browser limitations and internet issues may affect use. Material reductions to purchased core functionality during a prepaid term require advance notice and an appropriate remedy where legally required.

Each party will protect the other's nonpublic business, security and technical information using reasonable care, use it only for this relationship, and disclose it only to personnel or providers bound to confidentiality who need to know it. Exceptions include information already public without breach, independently developed, lawfully received from others, or required to be disclosed by law with lawful notice.

Each party warrants that it has authority to enter this Agreement. JewelVi will provide the Services with reasonable professional care. Except as expressly stated and to the extent permitted by law, the Services and Outputs are provided without warranties of merchantability, fitness for a particular purpose, uninterrupted performance, design originality, manufacturing readiness or exact AR fit. Nothing disclaims rights that cannot legally be waived.

To the extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential damages, or lost profits, arising from this Agreement. Each party's aggregate liability is limited to the fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim. This cap does not apply to payment obligations, fraud, willful misconduct, or liabilities that cannot legally be limited.

Customer will defend and indemnify JewelVi against third-party claims arising from Customer's jewelry products, manufacturing, unlawful uploads, unauthorized customer data collection or breach of law, excluding claims caused by JewelVi's wrongful conduct. JewelVi will defend Customer against third-party claims that the unmodified platform itself infringes a U.S. intellectual-property right, excluding Customer content, AI Outputs, misuse, or combinations not supplied by JewelVi; remedies may include modification, replacement or termination with prepaid unused fees refunded. The indemnified party must give prompt notice, reasonable cooperation and control of the defense, and its consent is required for any settlement imposing obligations on it.

New Jersey law governs this Agreement without regard to its conflict-of-law rules, except mandatory law that applies elsewhere. Exclusive venue is the state or federal courts located in New Jersey, subject to applicable jurisdiction and mandatory protections. The parties will first attempt good-faith executive resolution for 30 days after written notice of a dispute. This Agreement imposes no mandatory arbitration or class-action waiver.

Neither party may assign this Agreement except in a merger or sale of substantially all assets in which the successor assumes its obligations. Force majeure excuses performance other than payment obligations to the extent permitted by law. If a provision is unenforceable, the remaining provisions survive. Changes require a signed writing or an accepted updated Order, except policy changes made under their stated notice terms. Notices to JewelVi: legal@jewelvi.com and by mail to JewelVi LLC, 96 Clinton Ave, Newark, NJ 07114. General support: support@jewelvi.com. The Order, Data Processing Agreement and applicable policies form the entire agreement; if documents conflict, they rank in this order: signed Order, Data Processing Agreement (for data protection), this Agreement, policies.

Customer accepts this Agreement when an authorized representative checks the agreement box and confirms in JewelVi, or signs an Order. JewelVi records the accepting company, the signed-in representative, the selected plan, price and billing period, the document versions and the date and time of acceptance. That record has the same effect as a signature by both parties.