Terms of service

These Terms of Service, constitute a legally binding agreement between Wix.com Ltd., which operates the Base44-branded services (“us”, “our”, “we”, or “Company”) and each visitor to the Website or Platform (as defined below) and/or any other person accepting these Terms of Service, either individually or on behalf of such person’s employer or any other person or entity (the “Customer”). These Terms of Service govern the manner in which the Customer and its Users (as defined below) may use and access the Company’s generative AI application building platform offered under the brand name of Base44 (the “Platform”) and any other services available via the Company's website at https://base44.com/ (the "Website") or via other manners (such as a mobile application) by us, on a Software-as-a-Service subscription based model.

 

​Use of the Platform by the Customer constitutes acceptance of the Terms (as defined below). If you are acting on behalf of your employer or any other person or entity, you hereby represent that: (i) you have full legal authority to bind your employer or such person or entity (as applicable) to the Terms; and (ii) after reading and understanding the Terms, you agree to the Terms on behalf of your employer or the respective person or entity (as applicable), and the Terms shall bind your employer or such person or entity (as the case may be) by your acceptance.
 

Alongside these Terms of Service, access to the Website or Customer's use of the Platform is subject to additional guidelines, terms, or rules, which will be posted on the Website and may be viewed via the Platform, including, without limitation, Company's pricing page setting its different subscription plans at https://base44.com/pricing (“Pricing Page”), our Privacy Policy available at https://base44.com/privacy-policy ("Privacy Policy"), and our Responsible Use Policy ("RUP") available at https://app.base44.com/responsible-use-policy; all, as the Company may amend from time to time at its sole discretion (collectively, the “Terms”). All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Service.
 

NOTE: THESE TERMS OF SERVICE CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AS PROVIDED BELOW.

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1. The Platform; Right to Access and Use

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1.1. Right to Use

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Subject to Customer’s compliance with the terms and conditions set forth in the Terms, Company, during the relevant Subscription Term (as defined below), hereby grants Customer and, if applicable, its Users, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform in accordance with the applicable documentation and user guides (“Company Documents”) and in each case solely for Customer’s use and not in order to provide the Platform’s services to any other person or entity.

 

If you have a free account, you may use the Platform and Website for business or personal purposes. If you have a paid account, you may use the Platform and Website solely for the purposes of your trade, business, craft, or profession, and not for personal, family-related, or household-related purposes.

 

1.2. Modification or Discontinuation of the Platform

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The Company may change or update the Platform and Website (and any services provided therein) at any time, including, without limitation, the availability (including the discontinuation) of any feature, content or database, and may impose, in addition to the Terms, limitations or restrictions on certain features and services or discontinue the availability of any or all parts of the Platform or Website, at any time, with or without notice.

 

2. Customers, Users, Accounts and Customer Obligations

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2.1. Customers, Users and Accounts

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To utilize the Platform, an account must be registered and established by the Customer (an “Account”). Each visitor and users of the Customer's application created using the Platform, shall be regarded as a “User”. Customers who are individuals must be at least thirteen (13) years old, or sixteen (16) years old if you are an individual within the European Union (EU), or the minimum age required in Customer's jurisdiction to use or consent to use the Platform. The Platform is not intended for individuals under the age of thirteen (13). Customer is responsible for providing the Company with accurate, complete, and updated information for each User, if required to provide such information, including but not limited to, User’s legal name, valid email, and billing details (if applicable). Customer shall: (a) be responsible for all access to and use of the Account, including any access or use by its Users; (b) not register an Account via unauthorized automated means; (c) keep, and ensure that its Users keep, all Account credentials and access measures secure at all times; (d) ensure that the login details for each User may only be used by that Customer or User, and that multiple individuals may not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account.
 

2.2. Your Obligations

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Customer hereby represents and warrants that Customer is not ordinarily a resident of, and will not use or distribute the Generated Outputs (as defined below), Website or Platform in any country or region that is subject to U.S. comprehensive country or regional embargos. Customer further confirms that Customer and its Users are not included on any sanctions list, including without limitation, the U.S. Specially Designated Nationals and Blocked Persons List, maintained by the U.S. (“SDN List”), or any other applicable sanctions list maintained by the EU, the UK or other countries. Customer further represents that Customer is not owned, by 50 percent or more, directly or indirectly in the aggregate, by any person or entity that is: (i) ordinarily resident in a comprehensively embargoed country or region; (ii) included on the SDN List or any other applicable sanctions list; or (iii) otherwise controlled by such a party (any such person or entity, a "Sanctioned Party"). Customer further confirms that Customer will not use or distribute the Generated Outputs, any part of the Website or Platform directly or indirectly to or for the benefit of a Sanctioned Party. Customer agrees to indemnify Company and its affiliates, successors, transferees, assignees and licensees, and the respective agents, officers, members, directors and employees of each (in this paragraph: “Company Indemnified Party”) against any and all losses, including without limitation, monetary penalties and legal fees that a Company Indemnified Party may suffer should Customer or anyone on its behalf (including Users) violate any of the foregoing confirmations regarding their non-sanctioned status.

Export Control. The Platform and other Company's services may be subject to U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Platform (or any portion thereof, including applications built on the Platform by Customer) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of any Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform.

Promotional Messages. Customer agrees to receive from time to time promotional messages and materials from Company or its partners, by mail, e-mail or any other contact form Customer may provide us with (including your phone number for calls or text messages). If Customer wishes not to receive such promotional materials or notices – please just notify us at any time or follow the “unsubscribe” instructions contained in the promotional communications you receive. Please note that your request to unsubscribe will apply to the specific communications that you choose to unsubscribe from

Cooperation. Customer shall provide Company with all reasonable cooperation in relation to the enforcement of these Terms, and shall comply in a timely and efficient manner, and be responsible and liable for its Users’ compliance with the Terms, and all applicable laws and regulations.

 

2.3. Customer Infrastructure

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Customer is solely responsible for obtaining, maintaining and operating (and ensuring its Users maintain and operate) Customer's applications, accounts, third‑party services, integrations, cloud environments, development and runtime environments, credentials, security controls, and internet connectivity necessary to access and use the Platform and to deploy, configure, secure, and operate any applications, workflows, or other Generated Output created with the Platform. Customer is also responsible for its own data backups and for the security and compliance of any Customer‑managed environments in which the Generated Output is hosted or used. Customer is further solely responsible for reviewing, configuring, and maintaining the security settings, access controls, permissions, and configurations to Customer Data and applications, including any Platform settings that may, by default or otherwise, permit public access to Customer Data or applications. Customer acknowledges that default configurations may not be suitable for a specific intended use, and is responsible for verifying and adjusting such configurations before use.

 

2.4. Responsibility for Users and Accounts 

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Customer is responsible and liable for all acts or omissions of its Users, their use of the Platform, Website and Generated Output and their compliance with these Terms. Customer will (i) keep the log-in credentials of Customer’s Account confidential, and (ii) allow access to Customer’s Account, only to individuals Customer trusts, as Customer will be solely and fully responsible and liable for all activities that occur under Customer’s Account, whether or not authorized by Customer (including for any representations, warranties, and undertakings made therein), and for any damages, expenses or losses that may result from such activities. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by Users or by any other third party related to or acting on behalf of the Customer. Customer understands that Company does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to Customer’s use or any of Customer Users’ use of the Platform, Website or Generated Output, or Customer’s and/or Users’ compliance therewith.

 

2.5. SSO 

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Customer may be provided with the ability to register or login to Customer’s Account using certain third-party service accounts for a Single Sign-On authentication (“SSO”; each such account, an “SSO Account”), by either: (i) providing Customer's SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable terms and conditions that govern Customer's use of the SSO Account. By registering an SSO Account through an SSO, Customer represents that it is entitled to disclose Customer's SSO Account login information to the Company and/or grant the Company access to the SSO Account, and that neither such disclosure nor use of the information, will constitute a breach of any agreement or law, oblige the Company to pay any fees, or subject the Company to any usage limitations imposed by any SSO service provider.

 

3. Account Ownership and Disputes

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3.1. Account Ownership

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The person or entity whose email address is registered as the account owner in Company’s records, shall be regarded as the owner of each Account.

 

3.2. Ownership Disputes

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In case of a dispute on Account ownership or any application or other service provided by Company which was built under a given Account, Company reserves the right to determine ownership to an Account based on our reasonable judgment. However, if we cannot make such a determination (as we may, in our sole discretion), we reserve the right to avoid doing so and/or suspend an Account until the parties disputing such ownership reach a resolution, without Company having any liability to you or to any other party. We may request documentation (e.g., government-issued ID, a business license) that may assist us in determining ownership.

 

3.3. Ownership Determination Principles

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We may consider the principles set forth below to determine ownership:

1. Company will consider the person or entity who has access to the e-mail address (listed in Company’s records for an Account under which such Account was created) as the owner of the Account. 

2. If any Fees were paid via an Account, Company may consider the person or entity whose billing details were used to pay such Fees (“Billing Information”) as the owner of such Account. Notwithstanding the foregoing, when applicable, if an Account was connected to an external domain name, and such domain’s registration information is publicly available via the ICANN LOOKUP database provided on the https://lookup.icann.org/ent website or on Company’s database, Company may consider the person or entity registered as the registrant of such domain thereunder as the owner of such Account. In the event that an individual and an organization are both registered as the registrant or the registrant organization of such a domain, Company will consider the organization as the actual owner of the domain. 

3. In the event the Billing Information indicates one person as the owner of the Account and the domain registration indicates a different owner, Company shall consider the person registered as the owner of the domain connected to the Account as the owner of the Account.

4. Where the email address registered to an Account is associated with an enterprise, business, or organizational domain (rather than a personal email address from a public email provider), Company may consider the Account to be owned by such enterprise, business, or organization, and the individual user may be deemed to be acting on behalf of such enterprise, business, or organization.

 

3.4. Company’s Discretion

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Notwithstanding the foregoing, Company shall have the right to determine the ownership of an Account as it chooses, including by disregarding the indications set forth above, in the event Company deems, at its sole discretion, that the situation justifies such determination, all based upon the factual situation as interpreted and determined in Company’s sole discretion.

 

4. Customer Data and Licenses

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4.1. Customer Data

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As part of using the Platform, Customer and/or its Users may upload, develop, connect, provide, import, or transfer data, content and information or other materials (including any text, designs, images, animations, videos, audio files, fonts, logos, code, algorithms, databases, illustrations, compositions, artworks, interfaces, usernames, literary works and any other materials), including Input Data (as defined below) to the Platform or Website to be processed by the Platform as part of the provision of the Platform’s or Website’s services (collectively, the “Customer Data”). As between the Customer and the Company, the Company will not claim any ownership rights to the Customer Data, unless the Generated Output contains any preexisting Company Intellectual Property.

 

4.2. License to Customer Data

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Customer hereby grants the Company and Third-Party Service Providers involved in the provision of the Platform or any part of it, an irrevocable, non-exclusive, worldwide, royalty-free, perpetual, fully paid, sub-licensable right and license including to access, use, modify, translate, process, copy, download, store, distribute, display, upload, reproduce, adapt, perform, improve, enhance, disclose to third parties, publish and prepare derivative works of the Customer Data and the Generated Output, for the purpose of maintaining, providing and improving the Platform, the Website, and any other services or platforms provided by Company (including the creation of Generated Output), including to: (1) enforce Company's rights and obligations under the Terms; (2) satisfy any requirement under applicable law, regulation, legal process, subpoena or governmental request; (3) store such Customer Data and the Generated Output in third-party cloud services and CDN’s; (4) make display adjustments; (5) train Company software tools (e.g. artificial intelligence and machine learning models); (6) duplicate for backup; and (7) perform any other actions and/or uses required to maintain, provide and improve Company services, as it deems fit in its sole discretion.

Customer’s Reference. Customer hereby allows Company to use in perpetuity, worldwide and free of charge, any version of Customer Data (or any part thereof) for any of Company’s marketing and promotional activities, online and/or offline, subject to Company’s Privacy Policy, and modify it as reasonably required for such purposes, and Customer waives any claims against Company or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your Customer Data with respect to such limited permitted uses.

 

4.3. Responsibility for Customer Data

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Customer represents and warrants that (i) it owns or has all the necessary licenses, titles, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the right and license as stipulated above, and share the Customer Data and Input Data with the Platform or Website, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary rights of any third party; (ii) any Customer Data and Customer's use of the Platform do not and will not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be shared with the Platform, other than if expressly agreed by the Company in prior writing and the appropriate agreement is in place. It is hereby clarified that the Company is not obliged to monitor and/or moderate the Customer Data, but may elect to do so in its sole discretion and with no liability or responsibility.

 

4.4. Feedback 

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Customer may notify the Company of any and all design or functional errors, anomalies, and problems associated with the Platform discovered by it or brought to its attention by its Users or other third-parties, and may provide the Company suggestions, comments or any other feedback regarding the Platform, the Website or any part of the services provided by the Company (the “Feedback”). You acknowledge and agree that such Feedback shall be exclusively owned by Company. The Company may use all Feedback according to its discretion and for any purpose, and Customer hereby, unconditionally and irrevocably assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, where such assignment is required by applicable laws and regulations. Where the foregoing assignment is prohibited by law, Customer hereby grants Company an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Customer understands and agrees, however, that Company is not obligated to use, display, reproduce, or distribute any ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution. To the extent provided, Feedback is not considered Customer Data or Customer’s confidential information.

 

4.5. Company is not a Publisher

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The Company is explicitly not a publisher or speaker of any Customer Data (as these terms are defined in Section 230 of the Communications Decency Act, 47 U.S.C. § 230(c)(1)). The Company does not endorse any Customer Data nor assumes any liability whatsoever for Customer Data, including, but not limited to:

1. Any Customer Data uploaded, posted, published, or made available by any Customer, User, or third party on or through the Website or Platform.

2. Any use of Customer Data by any party.

Furthermore, the Company will not be liable for any unlawful or infringing Customer Data including but not limited to mistakes, defamation, libel, falsehoods, obscenity, pornography, or incitement and/or any other Customer Data which violated the RUP, is unlawful and/or is in any other way infringing on third party rights and interests.

 

5. Intellectual Property and Right to Use

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5.1. Company Intellectual Property 

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All right, title and interest in the Platform, Website and Company Documents, including without limitation, any services, content, materials, look-and-feel, algorithms, data, trade secrets, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof (other than Generated Output), are and shall be the sole property of the Company and its licensors (“Company Intellectual Property”). Except as expressly stated in these Terms, no license or other rights in or to the Company Intellectual Property are granted to Customer, and all such rights are expressly reserved by the Company.

 

5.2. License to Company Intellectual Property

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Subject to your full compliance with the Terms and timely payment of all applicable Fees (as defined below) if applicable, Company hereby grants you, upon creating your Account and for as long as Company provides you with its services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Website and Platform, for the purpose of generating and displaying your Customer Data, and solely as expressly permitted under the Terms. 

 

5.3. Generated Output & Input Data

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Subject to the Company’s ownership as described in these Terms of Service, as between the Company and the Customer, to the extent such rights exist under applicable law, the Customer owns all rights, title and interest in the code and applications generated by the Platform ("Generated Output") resulting from prompts or Customer Data which Customer or Users on its behalf share with the Platform for the purposes of generating the Generated Output ("Input Data"). 

 

5.4. Nature of Generated Outputs 

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The nature of AI technology is such that it is difficult to fully control and predict outputs. As such, Company does not represent or warrant that the Generated Output will meet Customer’s or Users’ needs or expectations, and we disclaim all responsibility and liability for the accuracy, completeness, relevancy, intellectual property compliance, legality, decency, quality, non-bias, or any other aspect of such Generated Output. Accordingly, use of the Generated Output is strictly at Customer’s own risk, and therefore, Customer is not recommended to use Generated Output in high-risk domains (such as medical, legal, or financial fields). The Generated Output may also violate third party rights, such as privacy or intellectual property rights. The Generated Output may not be unique to Customer or to Users, and other Customers and Users of the Platform and Website may generate their own output that is identical or similar to Generated Output that may be generated for Customer or Users. Accordingly:

1. You are responsible for reviewing all Generated Output before using, publishing, transmitting, displaying or using the Generated Output in any other manner, and for ensuring that you are legally permitted to use such Generated Output.

2. You must treat the Generated Output as a mere suggestion and decide based on your sole discretion whether or not it represents your views, serves your intended purpose, and conveys the message you wish to convey. 

3. You are responsible for informing your Users, if and when required by applicable laws and regulations or otherwise, of any restrictions, limitations, or obligations the Users need to comply with when using the Generated Output, including the need to review any Generated Output before using it. 

4. You acknowledge that the Generated Output does not represent Company’s views.

Generated Output ownership. If you choose to publish, transmit, display or use the Generated Output in any other manner, it shall be considered your Customer Data, and to the extent permitted by applicable law, the Terms shall apply to such use as they apply to all Customer Data. As between you (or your Users) and Company, Company does not claim any ownership rights in the Generated Output to the extent that the Generated Output does not contain any pre-existing intellectual property owned by Company.

 

6. Restricted Use

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Customer may not, and may not permit or aid Users or others to use the Platform, Website, Generated Output or Company Documents unlawfully or for any unlawful purpose, including but not limited to: 

1. Use the Platform, Website, Generated Output or Company Documents in contravention of the RUP, as amended by the Company from time to time; 

2. Copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Platform, Website and Company Documents; 

3. Other than as set forth in the Terms, give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under the Terms to any third party; 

4. Reverse engineer, de-compile, decrypt, revise or disassemble the Platform, or any part thereof, or extract source code from the object code of the Platform; 

5. Access or use the Platform, Generated Output and Company Documents in order to build, train or improve a competing product or service;

6. Use the Platform for benchmarking purposes without Company's express prior written approval; 

7. Bypass any measures the Company may use to prevent or restrict access to the Platform or Website, including the creation of multiple free accounts, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Platform and Website; 

8. Access the Platform or Company’s systems or environment via any means including via automated means, including by crawling, scraping, caching or otherwise, other than through the interface provided by the Company; 

9. Use the Platform, Website or Company Documents in any manner that infringes, misappropriates or violates anyone’s rights or in a manner that is not authorized by the Terms; 

10. Take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or Company’s Third-Party Service, as defined below) infrastructure; 

11. Interfere or attempt to interfere with the integrity or proper working of the Platform, including, without limitation, uploading malicious code or content or knowingly imposing large loads on the Platform; 

12. Probe, scan, or test the vulnerability of the Platform, the Website, or any network connected to the Platform or Website;

13. Remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform; 

14. Use the Platform, Website or Generated Output to send unsolicited or unauthorized communications; 

15. Use the Platform or Generated Output in connection with any prohibited use, as defined in applicable laws and regulations (including, but not limited, to Regulation (EU) 2024/1689 of the European Parliament and of the Council, also known as the EU Artificial Intelligence Act); 

16. Use the Platform or Generated Output in connection with any high-risk or regulated product, service or use-case, without fully complying with applicable laws and regulations (including, but not limited, to Regulation (EU) 2024/1689 of the European Parliament and of the Council, also known as the EU Artificial Intelligence Act); or 

17. Use the Platform and Generated Content to provide any service or product requiring a license or permit (such as providing legal or medical advice), without such license, permit or a valid exemption.

 

7. Privacy

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Customer acknowledges and agrees that the use of the Website and Platform by the Customer is governed by the Company's Privacy Policy as amended from time to time. If Company processes personal data (as defined under applicable law), to the extent required by law or as agreed upon between Customer and the Company, the Data Processing Agreement (DPA) regarding the processing of such personal data, shall apply.

 

8. Copyright

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If you believe your copyright or other intellectual property right is being infringed by a Customer of the Platform, please provide written notice to our agent for notice of claims of infringement:

 

Wix.com Inc.

100 Gansevoort Street, New York, NY 10014 USA

Attn: Copyright Agent

Telephone Number: 1-415-358-0857 | Fax: 1-415-358-0884

Email: abuse@base44.com

 

To be sure the matter is handled immediately, your written notice must:

• Contain your physical or electronic signature; 

• Identify the copyrighted work or other intellectual property alleged to have been infringed; 

• Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; 

• Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); 

• Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law; 

• Contain a statement that the information in the written notice is accurate; and 

• Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

 

Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.

 

9. Third-Party Software and Services

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The Platform, Website and any Generated Output may integrate with, and contain or link to, third-party software, products, “open source” or “Free Software” components or other services, and may enable Customer and Users to access, engage and procure certain software, components, source code, services and products provided by third parties, including by way of API or SDK (the “Third-Party Services”). This includes the third-party artificial intelligence models (in this paragraph “AI Models”) that power certain features of the Platform, whose applicable terms and policies are made available here. Where Customer or its Users access, engage, procure, enable, or connect to a Third-Party Service (including any AI Model), Customer acknowledges and agrees that such Customer or User shall also be subject to that Third-Party Service's own licenses, policies and terms and conditions (the “Third-Party Terms”), and that by accessing or using any such Third-Party Services, Customer and each User agree to be bound by the applicable Third-Party Terms. The Company does not endorse any such Third-Party Services, nor shall the Company be in any way responsible or liable with respect to any such Third-Party Services (including AI Models) or Third-Party Terms, as may be amended or replaced from time to time. Customer acknowledges and agrees to review and comply with, and require each of its Users to review and comply with, the Third-Party Terms, which may change from time to time. The Company's inclusion of a Third-Party Service or reference or linking to its website does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by the Company, or by such Third-Party Service provider of the Company, nor any affiliation between them. The Company may remove from the Platform or replace Third-Party Services at any time and at its sole discretion. 

The Platform may also rely on third-party vendors, infrastructure, and service providers that operate to support the provision of the Platform and that Customer and Users do not directly access, select, or contract with. The Company does not represent or warrant the availability or performance of any such providers, and shall not be responsible or liable for their acts or omissions.

 

10. Subscription; Payments

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10.1. Fees and Chargebacks

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In consideration of the Subscription, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees based on the selected plan, as defined in Pricing Page (the “Fees”). Unless expressly indicated otherwise, Fees are stated in U.S. dollars. Customer hereby authorizes the Company, either directly or through the Company's payment processing services or applicable reseller or marketplace, to charge the Fees via Customer’s selected payment method, for each renewal term. Unless otherwise required by applicable law, the Fees are non-cancelable and non-refundable. For the avoidance of doubt, the Terms do not override any mandatory applicable laws regarding Customer's cancellation rights.

If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your Account ("Chargeback"), this will be considered as a breach of your payment obligations hereunder, and your use of the Platform may be automatically disabled or terminated. In the event a Chargeback is performed, your Account may be blocked without the option to re-purchase or re-use it, and any data contained in such Account, including any applications and Third-Party Services may be subject to cancellation. Your use of the Platform will not resume until you re-subscribe for any such services, and pay any applicable Fees in full, including any fees and expenses incurred by Company and/or any Third-Party Services for each Chargeback received (including Fees for services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor). If you have any questions or concerns regarding a payment made by you to Company, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent your Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the services purchased (and charged-back) by you. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the Customer responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.

 

10.2. Taxes

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To the extent permitted by law (and unless specified otherwise by Company in writing), the Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, withholding tax, etc.), levies, or duties, except for income tax imposed on the Company. Company will charge tax on top of the Fees if Company is legally required to do so. Customer shall be responsible for payment of all applicable Taxes relating to Customer’s use of Company’s services, or to any payments or purchases made by Customer. If Company is obligated to collect or pay Taxes for the Fees payable by Customer, and whether or not such Taxes were added and collected from Customer for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Company services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Company is not responsible for any such additional fees or costs. Please note that any refund amount may be different than the amount you were charged due to currency changes and third party fees. Company will not be responsible for any differences caused by change of currency exchange rates or fees you or Company were charged by third parties.
 

10.3. Payment Terms

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The use of certain Company services, products and features may be subject to particular additional payments, as determined by Company in its sole discretion. Company reserves the right to change its Fees, and any other additional payments, at any time in its sole discretion. Company also reserves the right, at its sole discretion, to provide access to any part of the Platform or Website free of charge, whether on a limited or unlimited basis, for any period of time, and to modify, limit, or discontinue any such free access at any time, with or without notice.

 

10.4. AI Credits

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Certain features of the Platform are measured and limited using usage‑based units such as “message credits”, “integration credits” or similar credit types (collectively, “AI Credits”).

Nature of AI Credits. AI Credits represent a limited, non-transferable, revocable right to use features of the Platform during the applicable period and subject to the Terms and your plan limits. Customer and its Users acquire no ownership or proprietary right in or to any AI Credits, other than the limited right to use them as described in the Terms. AI Credits are not money, deposits, stored value, or financial instruments; have no cash or monetary value; and are non‑refundable and non‑redeemable for cash or any other consideration. You may not sell, transfer, or assign AI Credits, except as expressly permitted in these Terms of Service.

Allocation and Use. The type and amount of AI Credits available to you, the manner in which they are consumed, and any applicable limits (e.g. daily, monthly, per workspace, user, or application) are described on our Pricing Page and/or in Company Documents, as updated from time to time. 

AI Credits Consumption. Customer acknowledges and agrees that the actual number of AI Credits consumed is calculated only after Customer has taken the corresponding AI action. The number of AI Credits will be based on the complexity of Customer’s request, the specific tool and/or features used, and the underlying computational resources required at the time of the request. Based on our then-current metering logic, AI Credits are automatically deducted as actions that consume them are performed by the Customer, Users, or anyone acting on the Customer’s behalf, as well as actions taken by the Platform itself for the Customer. Different actions and features may consume different amounts of AI Credits, and the same or similar action may consume different amounts of AI Credits on different occasions. The Company may determine, in its sole discretion, how requests are routed among AI Models and other computational resources used to fulfill them, which may affect the number of AI Credits consumed, and the Company may change such routing and its metering logic at any time and in its sole discretion. You are solely responsible for monitoring and managing your AI Credit usage.

Resets, Expiry, and Promotions. Unless we state otherwise on the Pricing Page, anywhere else in the Platform, or in the Company Documents, AI Credits are currently granted on a recurring monthly basis and any unused credits do not roll over to the subsequent month. At the end of each monthly credit period (or other periods, as stated on the Pricing Page or in the Company Documents), any unused AI Credits automatically expire. Notwithstanding the foregoing, we reserve the right, in our sole discretion, to allow unused AI Credits (or any portion thereof) to roll over to a subsequent period (such as the following month) for all or certain Customers or Customer segments, without creating any obligation to do so in other similar circumstances, on an ongoing basis or for all Customers. In addition, any unused AI Credits will automatically expire upon termination or cancellation of the applicable Subscription plan or Account, unless we expressly state otherwise. If you reach your AI Credit limits, some features may slow, fail, or become temporarily unavailable until new AI Credits are obtained (for example, at the next reset or after a plan change).

Free Tier and Trial AI Credits. Any AI Credits made available to Customers on a free tier, during a trial period, or otherwise without payment of Fees (collectively, "Trial Credits") are provided for evaluation, demonstration, and promotional purposes, to allow prospective and free Customers to try out the Platform. Trial Credits are not purchased, and are made available at our sole discretion as a promotional offering. Without limiting the generality of the foregoing, we may, at any time and in our sole discretion and without liability: (i) determine, modify, reduce, or eliminate the amount, type, and scope of Trial Credits; (ii) shorten, extend, suspend, or terminate the period during which Trial Credits are available or may be used; (iii) impose, modify, or remove eligibility criteria, usage limits, rate limits, or feature restrictions applicable to Trial Credits; (iv) discontinue the offering of Trial Credits, in whole or in part, for all or any Customer or Customer segments; and (v) revoke any unused Trial Credits. 

Paid AI Credits. With respect to AI Credits included in paid plans, We may change the allocation period or expiry rules for AI Credits in the future by updating the Terms, the Pricing Page, the terms on the Website or the Company Documents. We may from time to time grant additional or promotional AI Credits, which may be subject to separate or shorter validity periods and additional terms. We may modify, replace, or discontinue AI Credits, their allocation, pricing, metering, or applicable limits at any time, including changes to the number of AI Credits required to use specific features, in accordance with these Terms of Service. 

Relationship to Fees and Plans. AI Credits are included in your plan, granted on a promotional basis, or (if we offer it) made available as add‑ons. Unless we state otherwise, the Fees are charged regardless of how many AI Credits you actually use, and are not refundable. If you exceed your AI Credits quota or usage limits, we may restrict or suspend certain features, offer you to upgrade your plan, or (if applicable) charge usage‑based or overage fees, as described on the Pricing Page.

No Refunds. You acknowledge that AI Credits may be consumed even when the Platform or any Generated Output does not meet your expectations or intended use, and/or when it contains errors, inaccuracies, omissions, bugs, hallucinations, interruptions or failures. Credits consumed in these circumstances will not be restored, re‑credited, or refunded, and you remain responsible for all related usage, overage, and payment of Subscription Fees. To the maximum extent permitted by law, Company shall have no liability, and you shall have no right to any refund, credit, or other compensation, arising out of or related to the consumption of AI Credits or other usage‑based units in connection with any errors, defects, interruptions, or deficiencies in the Platform or any Generated Output.

 

10.5 Gift Card

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Company may choose to allow you to purchase gift cards for the Platform and other eligible services, to be used by you or a third party ("Gift Cards"). Unless defined otherwise by the Company in writing, Gift Cards expire five (5) years from the date of issuance. Gift Cards are not available for purchase or use in jurisdictions where their sale, use, or the terms set forth herein are prohibited or restricted by applicable law. Unless otherwise required by applicable law, Gift Cards are non-refundable and may not be redeemed for cash. Gift Cards have no cash or monetary value and are not deposit accounts, stored value, or financial instruments. Company reserves the right to deactivate or refuse to honor Gift Cards according to our sole and absolute discretion, including where we believe the Gift Cards were obtained, used, or applied fraudulently, unlawfully, or otherwise in violation of these Terms.

 

10.6. Collecting Payments from Your Users

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1. Our services may include certain features which enable you to sell goods or services to third parties or Users of your application. You are solely responsible for the goods and services you sell on your application, and for any other related activities. You are solely responsible for compliance with any laws or regulations applicable to the goods and services you sell on your application. 

2. When goods and services are purchased from you on the application, the payments for such transactions will be processed through Wix Payments or through a third-party payment service provider (“Payment Provider(s)”).

3. You acknowledge and agree that the Company may set Wix Payments (if available in your country and applicable to you) as the default payment provider on your application.

4. The Wix Payments account shall be governed by the Wix Terms of Use, the Wix Privacy Policy, the Wix Payments and its processors Terms of Service, and the Wix Payments Service Fees, which are all hereby incorporated by reference. You are required to read those terms of use and additional policies prior to using the Wix Payments service in order to sell goods and services on your application. 

5. If you choose not to use Wix Payments, the processing of payments by other payment providers (“Payment Providers”) shall be governed by such Payment Provider’s terms of service. We are not a party to your relationship with the Payment Providers or responsible for the actions of any of these Payment Providers and you bear sole responsibility  for all interactions with any such Payment Providers.

6. Company may suspend, disable access or remove from your Account, any Payment Provider, whether or not incorporated with or made part of your Account at such time, or stop you from processing payments altogether, with or without prior notice, without any liability to you or to any third parties.

7. You shall be solely and fully responsible for all Taxes and fees of any nature associated with your sales activities, including any Taxes related to the purchase or sale of the goods and services, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your Users of such and provide them with a duly issued invoice as required by law.

8. You may not offer or sell any goods or services, or provide any information, Content or material regarding goods or services, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; which violate our terms and policies, including our RUP; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export.

 

11. Term & Termination

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11.1. Subscription Term

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Access to the Platform is granted on a recurring subscription basis (the "Subscription"). The duration of each Subscription is determined by the plan selected by Customer (the "Subscription Term"), if selected. The Subscription Term shall commence on the date of purchase and continue for the selected duration, unless earlier terminated or changed by Company or Customer in accordance with these Terms.

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11.2. Auto-Renewal

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In order to ensure that you do not experience any interruption or loss of services, unless the auto-renewal option was turned-off by Customer, your Subscription shall automatically renew at the end of then current Subscription Term, and your payment method will be charged for such renewal, by default, with or without prior notice of the renewal to Customer (unless such notice is required by mandatory applicable law), for a renewal period equal in time to the preceding Subscription Term (excluding any past renewal periods). 

Charges and timing. You authorize the Company (or Company’s payment processor) to automatically charge the applicable fees and taxes to your stored payment method for each renewal term. We may attempt to charge up to three (3) weeks before a renewal period begins. If a charge attempt fails, we may retry, and we may suspend or cancel your access to the Account until payment is received.

Price changes and notices. Subscription renewals will be at the then‑current price, plus applicable taxes, and will exclude any introductory or promotional discounts from the prior term. For yearly (or longer) Subscriptions, where required by law or our policy, we will endeavor to notify you of renewal and any price change prior to renewal. 

How to turn off auto‑renewal. You may turn off auto‑renewal at any time via your Account settings or by contacting Company’s Support. 

No refunds on renewal. To the maximum extent permitted by law, renewal charges are non‑cancelable and non‑refundable once a renewal term begins. 

Your responsibility. Notwithstanding anything to the contrary in the foregoing, you are, and shall be, solely responsible to verify and ensure the successful renewal of Company’s services you use (whether or not such services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any other reason. You acknowledge and agree that you shall not have any claims against Company in relation to the discontinuation of any services or Third Party services, for whatever reason. 

 

11.3. Termination or Suspension by Company

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Company may terminate or suspend Customer’s use of and access to the Platform or Account (or any part thereof, including certain or specific applications) immediately, without prior notice or liability, for any reason, including, but without limitation, in any of the following events: (i) Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of the Terms; (ii) Company is unable to charge the Fees through Customer’s approved payment means, or if any payment is or is likely to become overdue, including due to Customer exceeding any usage limits; (iii) Company believes, in its sole discretion, that Customer or anyone on its behalf is using the Platform in a manner that is not consistent with its intended use, or that may impose a security risk, may cause harm to the Company or to any third party, and/or may create any liability to the Company or to any third party. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with the Terms or under any applicable law. You consent to these Company's suspension and termination rights and acknowledge and agree that Company shall have no liability of any kind with respect to any such suspension or termination.

 

11.4. Termination by Customer

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Customer may terminate its Subscription to the Platform by (i) turning off auto-renewal in its Account’s settings, or (ii) submitting a termination request by contacting Company’s Support, in which case termination will take effect at the end of the then-current Subscription Term. 

 

11.5. Effect of Termination

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The termination of the Subscription shall not relieve Customer from its obligation to pay due Fees and charges. Except as explicitly set forth herein, upon termination, all licenses and rights granted hereunder to the Customer and Users shall immediately expire and any and all use by the Customer and/or the Users of the Platform shall immediately cease and expire. Customer shall immediately delete and shall not maintain any copy of any component of the Platform or Company Documents installed or saved on the Customer’s systems or environment.
Exporting Customer Data. Upon termination or expiration of Customer’s Subscription for any reason, Customer acknowledges and agrees that: (a) Company does not guarantee continued access to Customer Data stored on the Platform or Website (if exists); (b) any Customer Data you export from the Platform or Website prior to termination or expiration is exported at Customer’s sole risk and responsibility; and (c) Company makes no warranties or guarantees regarding the functionality, compatibility, or usability of any such exported Customer Data, including whether such exported data will operate properly in any other environment or system. Company reserves the right, in its sole discretion, to delete all Customer Data and Generated Output at any time following termination or expiration of Customer's Subscription, or for any other lawful reason. Notwithstanding the foregoing, Company may retain Customer Data and Generated Output as required by applicable law, to defend legal claims, to prevent fraud or abuse, or in routine backups, in each case subject to the Privacy Policy with respect to personal data.
Survival. All the provisions of the Terms which by their nature should survive termination, shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of the Subscription shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.

 

12. Warranty and Disclaimer

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, WEBSITE, COMPANY DOCUMENTS, AND ANY APPLICATIONS OR GENERATED OUTPUTS ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS". COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, GUARANTEES, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, COMPATIBILITY, TITLE AND NON-INFRINGEMENT. 

COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE PLATFORM, THE WEBSITE OR GENERATED OUTPUT WILL: (I) MEET CUSTOMERS’ OR USERS’ REQUIREMENTS OR EXPECTATIONS; (II) BE UNINTERRUPTED, ERROR-FREE, TIMELY, OR SECURE; (III) BE FREE OF VIRUSES, BUGS, OR VULNERABILITIES, OR UNAUTHORIZED ACCESS; (IV) BE COMPLETE, ACCURATE, OR RELIABLE; OR (V) COMPLY WITH APPLICABLE LAWS. COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM THIRD-PARTY SERVICES AND AI. WHILE COMPANY IMPLEMENTS AND MAINTAINS COMMERCIALLY REASONABLE TECHNICAL AND ORGANIZATIONAL MEASURES TO PROTECT THE PLATFORM AND CUSTOMER DATA, COMPANY CANNOT AND DOES NOT WARRANT THE ABSOLUTE SECURITY OF THE PLATFORM OR CUSTOMER DATA, AND CANNOT GUARANTEE THAT THE PLATFORM OR CUSTOMER DATA WILL BE FREE FROM UNAUTHORIZED ACCESS, INTRUSION, ALTERATION, LOSS, OR DESTRUCTION.

COMPANY ASSUMES NO LIABILITY FOR: (I) ERRORS, HALLUCINATIONS OR INACCURACIES; (II) ANY CODE, SOFTWARE, OR THIRD-PARTY CODE OR LICENSES INCLUDED IN THE GENERATED OUTPUT; (III) DATA LOSS, INTERRUPTION, OR CESSATION OF TRANSMISSION; OR (IV) DELAYS OR DELIVERY FAILURES. CUSTOMER IS SOLELY LIABLE FOR UNAUTHORIZED USE OF THE PLATFORM, ITS ACCOUNT OR THE GENERATED OUTPUT. 

GENERATED OUTPUT DOES NOT CONSTITUTE, AND SHALL NOT BE RELIED UPON AS, LEGAL, FINANCIAL, MEDICAL, OR PROFESSIONAL ADVICE. CUSTOMER USES THE PLATFORM AND GENERATED OUTPUT AT ITS SOLE RISK.

CUSTOMER IS EXCLUSIVELY RESPONSIBLE FOR ALL CUSTOMER DATA, INPUT DATA, AND FOR ANY CONSEQUENCES OF USING THE PLATFORM, AND END CUSTOMER DATA, CUSTOMER EXPRESSLY AGREES TO CONDUCT INDEPENDENT HUMAN REVIEW TO EVALUATE THE ACCURACY, LEGALITY, FUNCTIONALITY, AND SECURITY OF ALL GENERATED OUTPUT BEFORE USE, AND FULLY ASSUMES ALL LIABILITY FOR ANY ERRORS, BUGS, INFRINGEMENT CLAIMS, OR REGULATORY VIOLATIONS ARISING THEREFROM. CUSTOMER MUST REGULARLY BACK UP ALL DATA AND INFORMATION. 

NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM COMPANY SHALL CREATE ANY WARRANTY. COMPANY DOES NOT ENDORSE ANY THIRD-PARTY SERVICES OR CONTENT MADE AVAILABLE VIA THE PLATFORM.

COMPANY RESERVES THE RIGHT, BUT HAS NO OBLIGATION TO, SCREEN, MONITOR EDIT OR REMOVE ANY CUSTOMER DATA, AT ANY TIME AND FOR ANY REASON, WITHOUT NOTICE.

 

13. Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE TO CUSTOMER, USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT WITHOUT LIMITATION DAMAGES RESULTING FROM: (I) LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, SAVINGS, OR GOODWILL; (II) SYSTEM DOWNTIME, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, CORRUPTION OR DAMAGE TO DATA (INCLUDING USER INFORMATION), (III) THE COST OF PROCURING ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (IV) ANY PERSONAL INJURY, PROPERTY DAMAGE; (V) ANY UNAUTHORIZED ACCESS TO, OR USE OF, COMPANY SERVERS, ANY PERSONAL INFORMATION, OR OTHER INFORMATION STORED ON THE PLATFORM OR WEBSITE OR STORED ON OTHER COMPANY SERVICES; (VI) ANY ERRORS, INACCURACIES, HALLUCINATIONS, OMISSIONS, OR OTHER DEFECTS IN ANY GENERATED OUTPUT, OR ANY ACT, OMISSION, FAILURE, OR UNAVAILABILITY OF ANY THIRD-PARTY AI MODEL OR OTHER THIRD-PARTY SERVICE OR PROVIDER USED IN CONNECTION WITH THE PLATFORM; (VII) EVENTS BEYOND THE REASONABLE CONTROL OF COMPANY OR ANY “FORCE MAJEURE” EVENT, INCLUDING ANY INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, INTERGALACTIC STRUGGLES, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.
THE FOREGOING EXCLUSIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, INDEMNITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE TERMS, THE PLATFORM, THE WEBSITE, OR THE GENERATED OUTPUT, WHETHER ARISING FROM ONE OR MORE CLAIMS, CAUSES OF ACTION, OR EVENTS, WHETHER ASSERTED BY CUSTOMER, ANY USER, OR ANY OF CUSTOMER'S AFFILIATES, AND REGARDLESS OF THE NUMBER OF USERS, ACCOUNTS, WORKSPACES, APPS, CREDITS PURCHASED OR CONSUMED, OR GENERATED OUTPUTS - SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (USD $100).

UNLESS OTHERWISE STATED IN APPLICABLE LAWS, ANY CAUSE OF ACTION COVERED UNDER THIS SECTION MUST BE FILED IN COURT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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14. Customer Indemnification

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Customer shall at its sole cost and expense, defend, indemnify, and hold harmless Company, its affiliates, subsidiaries and their respective officers, directors, employees, agents, resellers, licensors, suppliers and agents (collectively, the “Company Indemnitees”) from and against any and all losses, liabilities, damages, judgments, settlements, fines and costs (including all attorneys’ fees) arising out of or relating to any third-party claim, demand, suit or proceeding (each, a “Claim”) involving: (i) any actual or alleged breach by Customer or its Users or any person acting on its behalf, of the Terms or any applicable laws and regulations; (ii) any claim that Customer Data, Input Data, Generated Output, and/or Customer’s use of the Platform (including actions taken by the Platform on its behalf, or for its benefit) infringes, misappropriates, or violates any third party’s intellectual property rights, access rights, privacy, publicity, or other proprietary rights, or is otherwise defamatory, obscene, or unlawful; (iii) any use of the Platform or Account by Customer or its Users, or any action taken by the Platform on Customer's behalf, for Customer's benefit, or based on prompts, instructions, configurations, or Customer Data provided by Customer or its Users - with all such Platform actions deemed to be Customer's actions for purposes of this indemnification; or (iv) any Claim brought by any third party, Customers, or Customer’s Users, arising from the use of, or reliance upon, any Customer Data, Input Data, or Generated Output or results obtained therefrom. 

Company shall provide the Customer with prompt written notice of any Claim. Customer shall have the right to lead the defense; provided, however, that Company reserves the right, at its sole discretion, to appoint its own counsel and assume control of the defense at Customer’s sole expense. Customer shall not settle any Claim without Company’s prior written consent.

 

15. Class Action Waiver & Mandatory Arbitration

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PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY HEAR YOUR CLAIMS AND TO PARTICIPATE IN CLASS ACTIONS AND SIMILAR COLLECTIVE LAWSUITS. THIS SECTION CONTAINS IMPORTANT PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Unless prohibited by applicable law, all disputes between you and Company shall only be resolved on an individual basis and you shall not have the right to bring any claim against Company as a plaintiff or a member of a class, consolidated, collective or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).

 

15.1. Arbitration

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Notwithstanding anything to the contrary in this Section, if you reside in the U.S. or in any jurisdiction under which the following isn’t prohibited under applicable law, any Claim relating in any way to Company’s services and/or products, including the Website and Platform, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Service). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms of Service will take place on an individual basis. Class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the Claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

 

15.2. Mass Arbitration

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If ten (10) or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact or ten (10) or more demands for arbitration are submitted by the same law firm or law firms acting in coordination, then you and Company agree that this will constitute a Mass Arbitration and be conducted pursuant to the JAMS Mass Arbitration Procedures. If, for any reason, JAMS declines to administer the Mass Arbitration or the provisions of this paragraph are found to be unenforceable, the individual arbitrations be administered by JAMS as individual arbitrations consistent with other terms set forth herein.

 

15.3. Opt Out of Arbitration

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You have the right to opt out of, and not be bound by, the arbitration provision under this section by emailing compliance@base44.com within thirty (30) days of the earlier of your first registering to use the Platform or the date you first agreed to the Terms (the “Initial Opt-Out Period”) or within thirty (30) days of the date of the most recent changes to these arbitration provisions (each, a “Subsequent Opt-Out Period”), whichever is later. For the avoidance of doubt: (a) if you validly opt out during the Initial Opt-Out Period, your opt out will be effective for any and all subsequent updates to these arbitration provisions and you will not need to opt out again; and (b) if you validly opt out during any Subsequent Opt-Out Period, then the version of the arbitration provisions that immediately preceded the change you opted out of will continue to govern any and all disputes between you and Company.

Your opt-out email must be sent from the email address associated with your Account (or expressly identify the Account email for which you are opting out), and must include your full name, your mailing address, and a clear statement that you are opting out of arbitration.

If you opt out of these arbitration provisions pursuant to this Section, this opt-out does not affect any other provisions of the Terms, including without limitation the class action waiver which remains in effect and is not subject to output. If these Terms of Service are ever modified to remove the arbitration provisions under this section (thereby restoring the right to proceed in court), no opt out from that change will be required. Failure to opt out in accordance with this section shall constitute acceptance of the arbitration provisions.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS (EXCEPT AS PERMITTED IN THE JAMS MASS ARBITRATION PROCEDURES AND GUIDELINES DISCUSSED HEREIN), CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION. 

 

16. Miscellaneous

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General. The policies, agreements, notices and other documents linked hereto are incorporated herein by this reference. The Terms constitute the entire agreement between the Company and Customer, and supersedes all prior understandings, covenants or representations.

Relationship. The Terms, and your use of the Platform or Website, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Company and you.
BETA Services. Please note that certain features or services of the Platform may be offered in their BETA version and are undergoing BETA testing. In addition to the disclaimers set forth above, you understand and agree that BETA services may still contain software bugs, suffer disruptions, and not operate as intended or designated. Your use of any BETA services signifies your agreement to participate in such BETA testing and your acceptance of the foregoing risks.

Changes & Updates. Company reserves the right to change, suspend or terminate any of its services (including features or prices, and/or cancel your access, including removing materials created by you or your Users) for any reason, at any time and in any manner, with or without prior notice, in accordance with applicable laws and regulations. You agree that Company is not liable to you, your Users, or to any third party for any such modification, suspension or discontinuance. If any change involves the payment of additional or higher Fees, we will provide you with a notice before implementing the change. If you do not pay the applicable Fees, we may at our sole discretion, cancel or suspend your Account, continue current services without these changes, or offer alternatives .

Amendments and Notice Company may modify the Terms at any time. We may (but are not obligated to) provide reasonable prior notice of changes through any necessary means, including but not limited to: (1) via the Website or Platform (e.g., banner or pop-up); (2) e-mail to your provided address; (3) through any other means, to contact information you provided. Your continued use of the Services constitutes acceptance of the modified Terms. A Company notice will be deemed received and effective twenty-four (24) hours after publication or sending unless otherwise indicated in the notice.

Assignment. Company may freely assign, transfer, or delegate the Terms, and any of its rights and/or obligations hereunder to any third party without Customer’s consent or notice to Customer. Customer may not assign or transfer any of its rights or obligations hereunder, without the prior written consent of Company which consent may be withheld in Company's sole discretion. Any attempted assignment or transfer in violation of this Section shall be null and void. 

No Waiver. Company’s failure to enforce any right or provision in the Terms will not constitute a waiver of such right or provision.

Severability. If any provision of the Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Interpretation. The Terms were written in English, and may be translated into other languages for your convenience. If a translated (non-English) version of the Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

Governing Law; Jurisdiction. Except to the extent any mandatory applicable law provides otherwise, the Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Platform and/or the Terms, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the State of New-York, United States, without respect to its conflict of laws principles. Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in New-York City, New-York, United States. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded. 

 

Addendum - Subscription and Payment Terms for Residents of the State of Israel

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Notwithstanding anything to the contrary above, the following addendum shall apply to residents of the State of Israel who purchased Company’s Starter and Builder premium plans (in this Addendum "Eligible Israeli Customers”). If anything in this Addendum conflicts with the above Terms, the terms set forth in this Addendum shall prevail to the extent they relate only to Eligible Israeli Customers’ payment terms.

 

Unless stated otherwise, Company’s Starter and Builder premium plans are offered to Eligible Israeli Customers as an open-ended transaction, in the form of an indefinite period of subscription, with recurring billing periods. Unless otherwise specified, the Starter and Builder premium plans will remain valid indefinitely, to ensure continuity of service, and the payment method you provided will be charged for each billing period, unless cancelled by you, as stated in this Addendum. 

 

As an Israeli Customer, you have the right to cancel the Starter or Builder premium plans in accordance with and subject to the provisions of applicable laws, and according to the following terms:

• You may request to cancel your Starter or Builder premium plan, for any reason and at any time ("Cancellation Notice"). The cancellation will take effect within three (3) days after we receive your Cancellation Notice as detailed below (or, if the Cancellation Notice is sent by registered mail, within six (6) business days after we receive it. For the period from the effective date of cancellation onwards, Company will reimburse you with a proportional refund to your connected and updated payment method, in accordance with applicable law, and subject to the cancellation fees, as detailed below. 

• Partial refunds - 

  • If you cancel a subscription that is billed on a monthly basis, Company will refund the prorated portion of any prepaid monthly subscription fees attributable to the period after the cancellation takes effect, after deducting the applicable cancellation fee according to applicable law.

  • If you cancel a subscription that is billed on an annual basis, Company will refund the unused portion of the prepaid annual subscription fees following the effective date of cancellation, less an amount equal to the difference between: (A) the subscription fees that would have been payable under Company's monthly billing plan for the period during which the Company's services were made available to you prior to the effective date of cancellation (calculated on a prorated basis); and (B) the prorated portion of the annual subscription fees actually paid by you for that same period.

  • Notwithstanding the above, any refund issued will be net of any non-refundable transaction fees or processing charges imposed by third-party payment providers (such as Stripe).

• Your Cancellation Notice should include identifying details (such as full name and the email address you used to register for our services - if sent by a written notice by registered mail), and be delivered in one of the following ways:

  • By clicking the cancellation link on your Account. 

  • By sending a written notice by registered mail to Wix.com Ltd., 5 Yunitzman st., Tel-Aviv, Israel. Specify in the letter which subscription you wish to cancel if you have more than one.

• After the cancellation effective date, your account will switch to the free plan and you will no longer have access to features or services provided as part of our Starter or Builder premium offering.