Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• “Agreement” means these Terms of Service and the JEWLX Privacy Policy collectively, together with any order forms, invoices, or written agreements entered into between you and JEWLX.
• “Beta Features” means any platform features designated as beta, preview, experimental, or early-access.
• “Billing Cycle” means the recurring period (monthly, annual, or as otherwise specified at checkout) for which subscription fees are charged.
• “Customer Content” means all materials, prompts, images, uploads, data, and other content you submit to or through JEWLX.
• “Custom IQ” means JEWLX’s AI-assisted ring design ideation, visual concept generation, and customer intake workflow tool.
• “End-Customer” means your customers who interact with JEWLX-powered tools embedded on your website via widgets.
• “Feedback” means suggestions, ideas, feature requests, or other input you provide about the Service or its future development.
• “JEWLX Platform” or “Service” means all software, tools, APIs, widgets, dashboards, forms, analytics, AI workflows, catalogs, and other services made available by CRM MVMNT INC. under the JEWLX brand, including Ring OS, Custom IQ, Metal IQ, and any future products or features.
• “Marketing Materials” means JEWLX’s website (jewlx.ai), landing pages, advertisements, sales pages, social media content, email campaigns, video content, and any other promotional or informational content distributed by JEWLX.
• “Metal IQ” means JEWLX’s metal pricing estimation and quote generation tool.
• “Ring OS” means JEWLX’s catalog-based ring design and presentation system, including the catalog of ring designs, renders, images, base CAD files, and all related assets.
• “Ring OS Assets” means the designs, renders, images, base CAD files, widgets, and all related intellectual property included in Ring OS.
• “Subscriber” or “you” means any individual or entity that creates an account, subscribes to JEWLX, or otherwise accesses or uses the Service.
• “Wallet” or “Credit System” means any prepaid usage credit, token, or balance system offered within JEWLX.

2. Eligibility and Accounts

2.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract in your jurisdiction. If you are using JEWLX on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms.

2.2 Business Use Only

JEWLX is designed and offered exclusively for commercial, business, and professional use by jewelry businesses. You confirm that you are subscribing for business purposes and not as a consumer. Consumer protection legislation that applies specifically to consumer (non-commercial) transactions does not apply to your use of JEWLX.

2.3 Account Registration

To use JEWLX, you must create an account and provide accurate, complete, and current information. You are responsible for:

• (a) all activity that occurs under your account, whether authorized or unauthorized;
• (b) maintaining the confidentiality of your login credentials, passwords, and API keys;
• (c) ensuring that your employees, contractors, and authorized users are aware of and comply with these Terms;
• (d) promptly notifying JEWLX at legal@jewlx.ai of any suspected unauthorized access to your account.

2.4 Clickwrap Acceptance and Consent Records

JEWLX requires affirmative acceptance of these Terms at each account creation and payment checkout via a checkbox or click-to-accept mechanism. By clicking “I Agree,” “Subscribe,” “Confirm Payment,” or similar, you expressly agree to these Terms. JEWLX records the date, time, IP address, and version of Terms accepted at the time of each acceptance event. These records constitute conclusive evidence of your agreement for all purposes, including payment dispute and chargeback proceedings.

3. Software Service Only — Scope of JEWLX

3.1 Nature of Service

JEWLX is a software-as-a-service (SaaS) platform. We provide tools, widgets, AI-assisted workflows, ring design catalogs, dashboards, pricing estimation logic, intake forms, and related systems to jewelry businesses.

3.2 What JEWLX Is Not

JEWLX expressly disclaims any role as:

• (a) a jewelry manufacturer, gemologist, or practising jeweler;
• (b) a pricing authority, financial advisor, metal broker, or commodity market expert;
• (c) a quality control provider, compliance advisor, or production guarantor;
• (d) a legal, tax, or regulatory advisor for your jewelry business or its operations.

3.3 Your Sole Responsibility

You remain solely and exclusively responsible for:

• (a) all final quotes, pricing decisions, and customer communications with your End-Customers;
• (b) all manufacturing, production, sourcing, material selection, and quality control;
• (c) the review, verification, and approval of all platform outputs, estimates, and designs before any use;
• (d) compliance with all applicable laws and regulations, including consumer protection, advertising standards, and any jewelry-specific regulations in your jurisdiction;
• (e) any representations you make to End-Customers in connection with JEWLX-generated content or tools.

4. Subscriptions, Fees, and Billing Authorization

4.1 Fee Types

JEWLX may charge recurring subscription fees, one-time fees, setup fees, onboarding fees, usage-based fees, license fees, overage fees, wallet recharges, or other fees depending on the services selected and the plan you choose, as communicated at checkout, in an applicable order form, or in a written agreement.

4.2 Payment Authorization

By providing your payment information and completing the subscription checkout, you:

• (a) authorize JEWLX and its payment processors (including Stripe, Inc. and its affiliates) to charge your designated payment method for all applicable fees on a recurring basis;
• (b) confirm that you are the authorized account holder or have authority to authorize charges on the payment method provided;
• (c) acknowledge that JEWLX provides immediate digital access to the platform, Ring OS catalog, Custom IQ, Metal IQ, and related services upon successful payment or provisioning, and that such access constitutes full delivery of the contracted Service.

4.3 Automatic Renewal

Unless otherwise stated in your order form or plan description:

• (a) subscriptions renew automatically at the end of each Billing Cycle;
• (b) recurring charges are billed in advance at the start of each Billing Cycle;
• (c) JEWLX will send a renewal reminder notice to your account email address at least fourteen (14) days before your next renewal date;
• (d) applicable taxes, payment processing fees, and currency conversion charges may apply and will be disclosed at checkout.

4.4 Payment Failure

If a scheduled charge fails, JEWLX may retry the charge at reasonable intervals. If payment is not resolved within seven (7) days of the first failed attempt, JEWLX may suspend or terminate your account without additional notice. All outstanding amounts remain due.

4.5 Price Changes

JEWLX may change subscription pricing with at least thirty (30) days’ advance written notice to your account email. Your continued use of the Service after the effective date of the price change constitutes your acceptance.

5. Chargeback and Payment Dispute Policy

5.1 Mandatory Internal Dispute Process

If you believe a charge is incorrect or was incurred in error, you must contact JEWLX at legal@jewlx.ai within thirty (30) days of the charge date before initiating any chargeback, payment reversal, or dispute with your card issuer or payment provider. Your dispute notice must include:

• (a) your account name and registered email address;
• (b) the exact date and amount of the disputed charge;
• (c) a detailed explanation of the reason for the dispute.

JEWLX will acknowledge receipt within two (2) business days and provide a full response within five (5) business days. Failure to follow this mandatory process before initiating a chargeback constitutes a material breach of these Terms.

5.2 Agreement Against Unauthorized Chargebacks

You expressly agree that you will not initiate a chargeback, payment reversal, or card network dispute for:

• (a) subscription fees charged in accordance with the plan to which you subscribed;
• (b) fees for services to which access was granted, provisioned, or used;
• (c) usage-based charges or wallet recharges incurred based on your recorded platform activity;
• (d) setup fees, onboarding fees, or license fees paid in connection with JEWLX services;
• (e) any charge you authorized, whether directly or through your employees or contractors with access to your account.

The only exception is a charge that is demonstrably unauthorized, meaning neither you nor anyone with access to your account authorized or incurred it.

5.3 Chargeback as Material Breach

Initiating a chargeback in violation of Section 5.2 constitutes a material breach of these Terms. Upon such a breach, JEWLX may:

• (a) immediately suspend or terminate your account and all services without refund;
• (b) pursue recovery of the disputed amount plus all associated chargeback fees, penalties, and legal costs incurred by JEWLX;
• (c) refer the matter to debt collection or commence legal proceedings.

5.4 Evidence of Service Delivery

You acknowledge and agree that:

• (a) JEWLX maintains access provisioning logs, dashboard access records, widget deployment confirmations, onboarding email delivery records, and platform activity logs (collectively, “Delivery Records”);
• (b) Delivery Records constitute sufficient proof of service delivery and authorization for the purposes of payment dispute proceedings, chargeback responses, and card network evidence submissions;
• (c) JEWLX may submit Delivery Records to Stripe, card networks (Visa, Mastercard, etc.), and any other dispute resolution body as evidence in any chargeback or dispute process.

5.5 Genuine Unauthorized Charges

If you believe a charge was made entirely without your authorization (for example, due to a compromised payment method unrelated to your account), notify JEWLX immediately at legal@jewlx.ai. JEWLX will investigate. Nothing in this section prevents you from exercising statutory rights that cannot be contractually waived under applicable Canadian law.

6. Wallet and Credit System

6.1 How the Wallet Works

Where JEWLX uses a wallet, credit, or recharge system, usage is measured by platform activity including, without limitation, AI generations, design requests, chat interactions, rendering outputs, and other billable events as defined in your plan.

6.2 Automatic Recharge

Where automatic recharge is enabled on your account:

• (a) your wallet will be recharged when your balance falls below the threshold configured in your account settings;
• (b) JEWLX will send an email notification to your account email before processing each automatic recharge where reasonably practicable;
• (c) you are solely responsible for monitoring your wallet balance, recharge threshold settings, and overall usage.

6.3 Finality of Incurred Charges

Once usage has been recorded against your wallet balance, the corresponding charges are final and non-reversible. No refunds, reversals, or credits will be issued for consumed credits, except as required by applicable law.

6.4 Unused Credits on Termination

Unused wallet credits expire upon termination or cancellation of your account and will not be refunded, except as required by applicable law.

7. Cancellation and Non-Renewal

7.1 How to Cancel

To cancel your subscription, you must submit a cancellation request using one of the following methods:

• (a) through your JEWLX account dashboard at Settings → Subscription → Cancel; or
• (b) by sending written notice to legal@jewlx.ai from your registered account email address.

Verbal cancellations will not be accepted. Cancellation requests must clearly identify your account name and registered email.

7.2 Notice Period

To avoid renewal for the next Billing Cycle, your cancellation request must be received at least fourteen (14) days before your next billing date. Cancellation requests received less than fourteen (14) days before renewal may take effect at the end of the following Billing Cycle.

7.3 No Refund on Cancellation

Unless otherwise expressly agreed in writing, cancellation does not entitle you to any refund of fees already paid, including prepaid fees for the remainder of your current Billing Cycle.

7.4 Service Discontinuation by JEWLX

If JEWLX materially and permanently discontinues the Service (not a feature modification, downtime, or update), you may be entitled to a pro-rata refund of prepaid fees for the unused portion of your current Billing Cycle, at JEWLX’s sole discretion and consideration.

7.5 Post-Cancellation Obligations

Upon cancellation, non-renewal, or termination:

• (a) your access to the Service terminates at the end of your current paid Billing Cycle;
• (b) you must remove all JEWLX widgets, embedded code, and references from your websites within fourteen (14) days;
• (c) all outstanding fees remain due and payable.

8. Refund Policy

8.1 No Refunds Generally

All payments to JEWLX are final and non-refundable, except where required by applicable law. This applies to subscription fees, setup fees, onboarding fees, license fees, usage-based fees, wallet recharges, add-ons, and custom work.

8.2 Discretionary Refund Consideration

All payments are final and non-refundable. JEWLX may, in its sole and absolute discretion, consider exceptional refund requests on a case-by-case basis (for example, a prolonged and material outage that prevented all access to the Service). However, you acknowledge that JEWLX has no obligation to grant any refund under any circumstances, and any refund granted is a one-time courtesy that does not create a precedent or future obligation. To request consideration, contact legal@jewlx.ai within thirty (30) days of the charge with full supporting details. JEWLX is under no obligation to grant a refund under this section.

8.3 Informed Purchase

By subscribing, you acknowledge that:

• (a) you have reviewed the service description, features, and limitations prior to purchasing;
• (b) your decision to subscribe was made knowingly and voluntarily;
• (c) the non-refundable nature of JEWLX fees was clearly communicated before your purchase was completed.

9. Affiliate Payouts

9.1 Eligibility

Affiliate payouts apply only to individuals or entities who have been approved in writing as JEWLX affiliates and have executed the JEWLX Affiliate Agreement.

9.2 Payout Schedule

Approved affiliate commissions are calculated and issued on or around the 15th of the month following the month in which the qualifying referral fee was earned, subject to the conditions in Section 9.3.

9.3 Conditions for Payout

Affiliate payouts are conditional on all of the following:

• (a) successful collection of payment from the referred Subscriber;
• (b) no refund, reversal, dispute, or chargeback occurring in connection with the referred Subscriber’s payment within ninety (90) days of the transaction;
• (c) the referred Subscriber remaining an active, paying account at time of payout;
• (d) your full compliance with the JEWLX Affiliate Agreement and these Terms;
• (e) no fraud, self-referral, policy breach, abuse, or invalid conversion.

9.4 Clawback

JEWLX reserves the right to withhold, adjust, reverse, or clawback affiliate payouts within ninety (90) days after issuance if:

• (a) a referred Subscriber initiates a refund, chargeback, or payment reversal;
• (b) evidence of fraudulent activity, self-referral, or policy violation is discovered;
• (c) the original referral is determined to be invalid.

9.5 JEWLX’s Discretion

JEWLX may withhold, deny, or adjust affiliate payouts where it reasonably believes fraud, abuse, invalid traffic, self-referrals, or policy violations have occurred. JEWLX’s determination in such matters is final.

9.6 Termination of Affiliate Relationship

JEWLX may terminate your affiliate status at any time for any reason upon written notice.

10. License to Use JEWLX

10.1 License Grant

Subject to your timely payment of all fees and your ongoing compliance with these Terms, JEWLX grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the JEWLX Platform solely for your internal business purposes during your active subscription term.

10.2 Ownership

You acknowledge and agree that JEWLX (or its licensors) owns all right, title, and interest in and to the JEWLX Platform, including all software, Ring OS Assets, designs, renders, base CAD files, widgets, algorithms, user interfaces, and related intellectual property. Except for the limited license expressly granted in Section 10.1, no other rights are granted to you.

10.3 License Restrictions

You shall not, and shall not permit any third party to:

• (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of any portion of the JEWLX Platform;
• (b) resell, sublicense, lease, distribute, or otherwise commercially exploit the Platform or any outputs (including Ring OS Assets) to third parties;
• (c) build a competing product or service using the Platform, its outputs, or any knowledge gained from its use;
• (d) circumvent, disable, or interfere with any security, access control, or digital rights management features;
• (e) share login credentials or grant access to unauthorized persons;
• (f) remove, alter, or obscure any copyright, trademark, or proprietary notices;
• (g) use the Platform or any outputs for any unlawful purpose or in violation of third-party rights.

10.4 Feedback

Any Feedback you provide to JEWLX regarding the Platform is provided on a non-confidential basis. You hereby assign to JEWLX all right, title, and interest in such Feedback (including all intellectual property rights) and waive any moral rights therein. JEWLX may use, exploit, and commercialize such Feedback without restriction or compensation to you.

11. Ring OS License and Restrictions

11.1 License Grant

Subject to your active subscription, JEWLX grants you a limited, non-exclusive, non-transferable license to use Ring OS Assets exclusively:

• (a) within the Ring OS / JEWLX platform environment;
• (b) on your authorized website domain(s) as registered in your JEWLX account;
• (c) via JEWLX-hosted or JEWLX-approved embedded widgets;
• (d) during your active subscription term only.

The license is strictly limited to display and use on your authorized domain(s) via approved JEWLX widgets. No right to download, export, or store Ring OS Assets outside the JEWLX platform is granted unless expressly authorized in writing.

11.2 JEWLX IP Ownership

JEWLX retains all right, title, and interest in Ring OS and all Ring OS Assets, including all designs, renders, images, base CAD files, widgets, software, databases, and related intellectual property worldwide. Nothing in these Terms transfers any ownership interest in Ring OS Assets to you.

11.3 Base CAD File Use

Base CAD files provided through Ring OS are licensed solely and exclusively for manufacturing the specific corresponding ring design for your End-Customers as part of an active, confirmed customer order. Base CAD files may not be:

• (a) modified or adapted beyond standard sizing and customization adjustments supported within the platform;
• (b) resold, transferred, licensed, or shared with any third party;
• (c) used for any purpose other than End-Customer manufacturing under an active order;
• (d) retained beyond the termination of your subscription.

11.4 Prohibited Uses

You must not:

• (a) download, bulk-export, scrape, cache, or store Ring OS Assets outside the licensed environment;
• (b) republish, redistribute, sublicense, or incorporate Ring OS Assets into any product or service separate from JEWLX;
• (c) remove, alter, or obscure any watermarks, metadata, copyright notices, or attribution embedded in Ring OS Assets;
• (d) circumvent, disable, or attempt to defeat any digital rights management (DRM) or technical protection measures applied to Ring OS Assets;
• (e) use Ring OS Assets in connection with the manufacture, marketing, or promotion of counterfeit, knockoff, or unauthorized replicas of branded or trademarked jewelry products.

11.5 Audit Rights

JEWLX reserves the right to audit your use of Ring OS Assets upon reasonable advance notice to verify your compliance with this Section. You agree to cooperate fully with any reasonable audit request and to provide access to relevant records, systems, or personnel. If an audit reveals non-compliance, you agree to reimburse JEWLX for all reasonable audit costs, in addition to any other remedies.

11.6 Remedies for Unauthorized Use

You acknowledge that any unauthorized downloading, scraping, copying, redistribution, or use of Ring OS Assets causes significant commercial harm to JEWLX that is difficult to precisely quantify. In the event of a breach of this Section 11, JEWLX shall be entitled to seek all available remedies under law and equity, including injunctive relief, actual damages, and recovery of reasonable legal fees and enforcement costs. You further agree that JEWLX may pursue liquidated damages of CAD $500 per Ring OS Asset involved in the breach as a reasonable pre-estimate of harm, in addition to other remedies.

11.7 Termination of Rights

Upon termination or expiration of your subscription for any reason, all licenses granted under this Section 11 terminate immediately. You must immediately (and in any event within seven (7) days) remove all JEWLX widgets, Ring OS Assets, embedded code, and references from your websites and any other locations.

12. Custom IQ Terms and AI Output Disclaimer

12.1 Nature of Outputs

Custom IQ provides AI-assisted ring design ideation, visual concept generation, and customer intake workflows. All outputs generated by Custom IQ, including renders, images, design concepts, dimensions, and cost estimates, are:

• (a) visual concepts, mock-ups, and directional references only;
• (b) not final production files, engineering drawings, or manufacturing-ready specifications;
• (c) subject to errors, inaccuracies, style inconsistencies, missing details, or technical limitations inherent in AI-generated content.

12.2 No Warranties on Outputs

JEWLX expressly does not guarantee that Custom IQ outputs will be:

• (a) manufacturable, structurally sound, or technically precise;
• (b) style-faithful to your input, proportionally accurate, or commercially fit for your intended purpose;
• (c) unique, original, or free of similarity to existing designs in the marketplace.

12.3 Cost Estimates Are Estimates Only

Any cost or pricing estimates generated by Custom IQ are rough informational estimates based on general inputs and assumptions. They are not binding quotes, contractual commitments, or representations of actual manufacturing costs.

12.4 IP Ownership and Clearance of AI Outputs

JEWLX does not claim ownership of design outputs generated specifically from your prompts through Custom IQ. However:

• (a) JEWLX makes no representation that AI-generated outputs are protectable under copyright, design rights, or other intellectual property law in Canada or any other jurisdiction;
• (b) AI-generated outputs may resemble or bear similarity to existing designs, patents, trademarks, or third-party intellectual property without JEWLX’s knowledge;
• (c) you are solely responsible for conducting any intellectual property clearance searches before commercializing, trademarking, or asserting rights over any AI-generated design;
• (d) JEWLX is not liable for any claims, costs, or losses arising from third-party IP conflicts related to your use of Custom IQ outputs.

12.5 Prohibition on Misrepresentation of AI Outputs

You must not present Custom IQ-generated renders, images, or design concepts to your End-Customers as photographs of actual physical jewelry, finished products, or confirmed manufacturing outcomes without clear and prominent disclosure that they are AI-generated digital renderings. Violation of this section constitutes a material breach of these Terms.

12.6 Limitation of Liability

JEWLX is not liable for design errors, AI output quality issues, production failures, End-Customer dissatisfaction, reputational harm, or any business decision made in reliance on Custom IQ outputs.

13. Metal IQ and Pricing Disclaimers

13.1 Informational Purposes Only

All prices, estimates, quotes, metal valuations, and financial figures displayed within JEWLX, including those generated by Ring OS, Custom IQ, and Metal IQ, are for informational and planning purposes only. They do not constitute:

• (a) binding quotes, purchase offers, or contractual commitments;
• (b) financial, investment, commodities, or professional trading advice;
• (c) representations of current, accurate, or complete market conditions.

13.2 No Liability for Pricing Inaccuracies

JEWLX is not liable for:

• (a) inaccuracies in metal pricing data arising from market fluctuations, API errors, data provider failures, delays, or technical issues;
• (b) any financial loss, business decision, customer claim, or reputational harm arising from your reliance on Metal IQ pricing data;
• (c) differences between platform-generated estimates and actual manufacturing, material, or labour costs.

13.3 Your Verification Obligation

You remain solely responsible for verifying all pricing and cost data against current market sources, your own suppliers, and your own cost structures before quoting, billing, or contracting with your End-Customers.

14. Customer Content

14.1 Your Ownership

You retain ownership of all Customer Content you submit to JEWLX.

14.2 License to JEWLX

By submitting Customer Content, you grant JEWLX a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, process, reproduce, display, transmit, and use Customer Content as reasonably necessary to:

• (a) provide, operate, and maintain the Service;
• (b) improve and develop the platform in accordance with Section 15;
• (c) comply with applicable legal obligations.

14.3 Your Representations

You represent and warrant that:

• (a) you have all rights necessary to submit Customer Content and to grant the license in Section 14.2;
• (b) Customer Content does not infringe any third-party intellectual property, privacy, or other rights;
• (c) Customer Content does not contain unlawful, harmful, defamatory, or otherwise objectionable material.

15. AI Training and Platform Improvement

15.1 Data Use for Improvement

JEWLX may use prompts, uploads, outputs, metadata, usage patterns, and related platform interaction data (including anonymized and aggregated data) to train, improve, and develop its AI models, features, and platform.

15.2 Consent

By using AI-powered features (including Custom IQ), you consent to JEWLX using your interactions with those features for platform improvement purposes as described in this Section and the JEWLX Privacy Policy.

15.3 Limitations

JEWLX will not use individually identifiable Customer Content for AI training beyond service delivery without your consent, unless the data is fully anonymized or aggregated such that it cannot reasonably be attributed to you or your End-Customers.

15.4 Sensitive Information

Avoid submitting personally identifiable information, financial data, trade secrets, or other sensitive information into AI input fields beyond what is strictly necessary for the intended use.

16. Feedback

If you provide JEWLX with Feedback, you hereby assign all intellectual property rights in that Feedback to JEWLX. JEWLX may use, implement, modify, commercialize, and exploit Feedback for any purpose without restriction, attribution, or compensation to you. You waive any moral rights in Feedback to the fullest extent permitted by law.

17. Beta and Preview Features

17.1 Availability

JEWLX may make certain features available as Beta Features. Beta Features are provided “as is” and “as available” without any warranty, and may be modified, discontinued, or converted to paid features at any time without notice.

17.2 No Reliance

You should not rely on Beta Features for mission-critical, production, or customer-facing use. JEWLX is not liable for any loss, disruption, data loss, or damages arising from your use of Beta Features.

18. API and Integration Use

18.1 If JEWLX provides API access as part of your subscription, you must comply with all applicable rate limits, usage guidelines, and technical documentation published by JEWLX from time to time.

18.2 You are solely responsible for maintaining the security of your API credentials and integration keys. JEWLX is not liable for unauthorized access or data exposure resulting from your failure to protect API keys.

18.3 JEWLX may suspend API access if your usage places disproportionate load on JEWLX systems or violates applicable rate limits.

19. Communications and CASL Compliance

19.1 Transactional Communications

You agree that JEWLX may send service notices, account confirmations, onboarding materials, billing invoices, renewal reminders, and administrative communications to your registered email address. These are transactional in nature and are not subject to commercial electronic message consent requirements.

19.2 Marketing Communications

Marketing and promotional communications from JEWLX will be sent only where express or implied consent exists as required under Canada’s Anti-Spam Legislation (CASL, S.C. 2010, c. 23) and applicable regulations. You may withdraw marketing consent at any time by using the unsubscribe mechanism in any marketing email or by contacting legal@jewlx.ai.

20. Third-Party Services and Integrations

20.1 JEWLX integrates with or relies on third-party services including payment processors (Stripe), AI model providers, metal pricing data APIs, email delivery services, and cloud infrastructure providers.

20.2 Third-party services are governed by their own terms and policies. JEWLX is not responsible for the availability, accuracy, pricing, changes, errors, interruptions, or failures of any third-party service.

20.3 JEWLX may change, add, or remove third-party integrations at any time. Where a change materially affects the Service, JEWLX will provide reasonable notice.

21. Security

21.1 JEWLX implements reasonable administrative, technical, and physical safeguards designed to protect the Service and Customer Content from unauthorized access, loss, or misuse.

21.2 No system is completely secure. JEWLX does not warrant that the Service will be free from unauthorized access, cyberattacks, data breaches, or other security events.

21.3 You are responsible for maintaining the security of your account credentials, API keys, and access permissions. Notify JEWLX immediately at legal@jewlx.ai if you suspect unauthorized access to your account.

22. Data Export Rights

22.1 During your active subscription, you may export your Customer Content from JEWLX in standard formats made available through the platform dashboard.

22.2 Following termination or cancellation, you have seven (7) days to export your Customer Content. After this window, JEWLX may delete or anonymize your data in accordance with its retention practices.

22.3 JEWLX is not obligated to maintain archival copies of Customer Content after termination, and is not liable for any loss of data following the export window.

23. Suspension and Termination

23.1 Suspension by JEWLX

JEWLX may suspend your access to the Service immediately or with notice in the following circumstances:

• (a) non-payment or failed payment not resolved within seven (7) days;
• (b) material breach of any provision of these Terms;
• (c) unauthorized chargeback in violation of Section 5;
• (d) risk of harm to the Service, other subscribers, or third parties;
• (e) as required by applicable law, court order, or regulatory authority.

23.2 Termination by JEWLX

JEWLX may terminate these Terms and your account:

• (a) upon thirty (30) days’ written notice, for any reason, without cause;
• (b) immediately, for material breach including unauthorized use of Ring OS Assets, chargeback fraud, account compromise, or violation of the Acceptable Use provisions.

23.3 Termination by You

You may terminate your subscription in accordance with the process in Section 7.

23.4 Effect of Termination

Upon termination for any reason:

• (a) all licenses granted under these Terms end immediately;
• (b) you must immediately remove all JEWLX widgets, embedded code, and assets from your websites;
• (c) all outstanding fees become immediately due and payable;
• (d) Sections 5, 8, 10.2, 10.3, 11.2, 11.6, 14, 15, 16, 22, 24, 26, 27, 28, 29, and 34 survive termination indefinitely.

24. Marketing Claims, Results, and Testimonials Disclaimer

24.1 Forward-Looking Statements in Marketing Materials

JEWLX’s Marketing Materials, including the website at jewlx.ai, sales pages, landing pages, advertisements, social media, video content, email campaigns, and other promotional content, may include statements describing potential outcomes from using the Service. These statements include, but are not limited to:

• (a) “3–5× more custom sales”;
• (b) “5× more leads”;
• (c) “3–5× more custom deposits”;
• (d) “Save $30,000+ in render costs”;
• (e) “Save 100+ hours”;
• (f) “Instant estimate for your sellers”;
• (g) “Zero extra effort”;
• (h) any similar claims regarding sales increases, lead generation, qualified inquiries, conversion rates, time savings, cost savings, revenue improvements, or business performance.

24.2 Results Are Not Typical or Guaranteed

The results, figures, percentages, dollar amounts, and outcomes referenced in JEWLX Marketing Materials are not typical and are NOT a guarantee, warranty, projection, or representation of the results you will achieve. They are illustrative examples drawn from observed potential, internal estimates, or projected use cases. Actual results vary significantly between customers, and many customers will not achieve the outcomes described.

24.3 Variability of Results

The outcomes you experience using JEWLX depend on numerous factors that are outside JEWLX’s control, including but not limited to:

• (a) your existing business operations, website traffic, customer base, and brand reputation;
• (b) your skill, experience, effort, and time invested in implementing and using JEWLX features;
• (c) your industry segment, geographic market, target demographic, and competitive landscape;
• (d) your pricing strategy, product mix, marketing efforts, and customer acquisition channels;
• (e) macroeconomic conditions, consumer demand, seasonality, and other external market factors;
• (f) the quality of your customer service, sales process, and follow-up activities;
• (g) decisions you make in operating your business while using JEWLX.

24.4 No Studies of Typical Results

JEWLX has not performed formal scientific, statistical, or controlled studies of the results of its typical clients. Statements regarding outcomes, savings, or performance gains shown on jewlx.ai or in any Marketing Material are based on internal estimates, or projected use cases, and should not be interpreted as average, expected, or typical results across all customers. Your results may vary.

24.5 Testimonials, Case Studies, and Success Stories

Customer testimonials, case studies, success stories, reviews, screenshots, or examples displayed on JEWLX’s website or in Marketing Materials reflect the experiences of specific individuals or businesses at specific points in time. These experiences:

• (a) are not representative of the experience of all customers;
• (b) do not guarantee similar results for you;
• (c) may reflect circumstances, effort levels, or market conditions that differ from yours;
• (d) are not indicative of future performance for you or any other customer.

24.6 No Reliance on Marketing Statements

By subscribing to JEWLX, you acknowledge and agree that:

• (a) you have evaluated JEWLX based on your own due diligence, judgment, and assessment of fit for your business;
• (b) you have not relied on any specific claim, figure, percentage, dollar amount, or performance representation in deciding to subscribe;
• (c) any results you achieve depend primarily on your own efforts, skills, business decisions, and circumstances;
• (d) you will not assert any claim, demand, lawsuit, refund request, or chargeback against JEWLX based on a failure to achieve specific results, savings, percentages, or performance levels referenced in Marketing Materials;
• (e) JEWLX makes no representation that any particular outcome will be achieved by you or by any user of the Service.

24.7 JEWLX Is a Tool, Not a Guarantee of Success

JEWLX is one component of a successful jewelry business. It is not a substitute for professional skill, marketing expertise, sales execution, manufacturing quality, customer service, or sound business judgment. You remain solely responsible for the success or failure of your business. JEWLX expressly disclaims any liability for the commercial success or failure of your jewelry business or any customer engagement conducted through or in connection with JEWLX.

24.8 Pricing and Savings Estimates

Any references to dollar savings (such as “Save $30,000+”), time savings (such as “Save 100+ hours”), or cost reductions are illustrative estimates only. Actual savings depend on your existing operations, alternatives considered, and a wide range of business-specific factors. JEWLX does not guarantee any particular dollar or time savings.

24.9 Survival

This Section 24 survives termination of these Terms and applies to all marketing claims you may have viewed at any time, whether before, during, or after your subscription.

25. Disclaimer of Warranties and Service Levels

25.1 As-Is Basis

THE JEWLX PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JEWLX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

25.2 No Uptime Guarantee

JEWLX does not guarantee any specific level of uptime, availability, or performance. The Service may be unavailable due to scheduled maintenance, technical failures, third-party outages, or events outside JEWLX’s control. No service level agreement (SLA) is provided unless separately agreed in writing.

25.3 No Output Warranty

JEWLX does not warrant the accuracy, completeness, reliability, or fitness for any purpose of any outputs, estimates, designs, renders, pricing data, or other content generated by or through the Service.

26. Limitation of Liability

26.1 Aggregate Liability Cap

To the fullest extent permitted by applicable law, JEWLX’s total aggregate liability to you for all claims arising out of or related to these Terms or the Service shall not exceed the total fees actually paid by you to JEWLX in the twelve (12) months immediately preceding the claim.

26.2 Exclusion of Indirect Damages

In no event shall JEWLX be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, business opportunity, goodwill, or reputation, even if JEWLX has been advised of the possibility of such damages.

26.3 Scope

This limitation applies regardless of the form of action (contract, tort, negligence, strict liability, statute, or otherwise) and whether or not JEWLX was advised of the possibility of such damages.

26.4 Statutory Minimums

Nothing in this Section 26 limits or excludes any liability that cannot be lawfully limited or excluded under applicable law.

27. Indemnity

You agree to defend, indemnify, and hold harmless JEWLX, CRM MVMNT INC., and their respective affiliates, officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “JEWLX Parties”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• (a) your access to or use of the JEWLX Platform, Ring OS Assets, Custom IQ outputs, Metal IQ estimates, or any other Service features;
• (b) your Customer Content, including any allegation that it infringes third-party intellectual property, privacy, or other rights;
• (c) any manufacturing, production, pricing, quoting, or business decisions you make based on or using outputs from the Service;
• (d) any representations, warranties, or promises you make to your End-Customers regarding JEWLX outputs, designs, pricing, or products;
• (e) your breach of any provision of these Terms or violation of applicable law;
• (f) any violation of Section 11 (Ring OS License and Restrictions) or Section 12.5 (misrepresentation of AI outputs);
• (g) any claim by your End-Customers or third parties arising from your use of the Service.

You shall promptly notify JEWLX of any claim subject to this indemnity and shall cooperate fully with JEWLX in the defense of such claim. JEWLX may, at its option, assume control of the defense of any claim.

28. Dispute Resolution — Mandatory Pre-Litigation Process

28.1 Mandatory Negotiation

Before commencing any legal proceedings (other than for interim equitable relief under Section 28.4), the party raising a dispute must deliver a written notice to the other party describing the dispute in reasonable detail (“Dispute Notice”). The parties must attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days from the date of the Dispute Notice (“Negotiation Period”).

28.2 Mediation

If the dispute is not resolved through negotiation within the Negotiation Period, either party may refer the matter to non-binding mediation. The parties will attempt to agree on a mediator within ten (10) business days. If no agreement is reached, the mediator shall be appointed by the ADR Institute of Canada in accordance with its Mediation Rules. The costs of mediation shall be shared equally unless otherwise agreed by the parties in writing.

28.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days of the original Dispute Notice (or such longer period as the parties mutually agree in writing), either party may commence legal proceedings in accordance with Section 29.

28.4 Emergency Relief

Nothing in this Section prevents either party from seeking emergency injunctive, declaratory, or other equitable relief from a court of competent jurisdiction where delay would cause irreparable harm, including for unauthorized use of Ring OS Assets or breach of confidentiality obligations.

28.5 Billing Disputes

Any billing or payment disputes shall first follow the mandatory internal dispute process set out in Section 5 before any other dispute resolution process under this Section 28 may be initiated.

29. Governing Law and Jurisdiction

29.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

29.2 Exclusive Jurisdiction

You irrevocably agree that the courts of the Province of Ontario, sitting in the City of Toronto, shall have exclusive jurisdiction to hear and determine any dispute, claim, or proceeding arising out of or in connection with these Terms or the Service. You waive any objection to venue or jurisdiction in such courts and any claim that such courts are an inconvenient forum.

29.3 Injunctive Relief

Notwithstanding the above, JEWLX may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or enforce the terms of Section 11 (Ring OS License).

30. Changes to These Terms

30.1 Right to Amend

JEWLX may update these Terms from time to time to reflect changes in applicable law, the platform, pricing, or business practices.

30.2 Notice of Material Changes

For material changes, including changes to fees, core service terms, liability provisions, IP rights, or data handling practices, JEWLX will provide at least thirty (30) days’ advance notice, except where changes are required for legal compliance, security, or clarification, which may take effect upon posting, by:

• (a) email to your registered account email address; and/or
• (b) prominent in-platform notification.

30.3 Acceptance of Changes

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the updated version. If you do not agree to updated Terms, you must cancel your subscription before the effective date in accordance with Section 7.

30.4 Version History

The “Last Updated” date at the top of this document reflects the date of the most recent version. Prior versions are available upon written request to legal@jewlx.ai.

31. Acceptable Use

You agree not to use the JEWLX Platform, directly or indirectly, to:

• (a) infringe, violate, or misappropriate any third-party intellectual property, privacy, publicity, or other proprietary rights;
• (b) upload, submit, or transmit any Customer Content that is unlawful, defamatory, obscene, harassing, fraudulent, or otherwise objectionable;
• (c) scrape, crawl, spider, data mine, or systematically extract data or Ring OS Assets from the Platform without express written permission;
• (d) use any outputs, designs, renders, or Ring OS Assets to train, develop, or improve any competing AI model, design tool, or catalog service;
• (e) create, market, or distribute derivative works, competing catalogs, or design libraries based on Ring OS Assets;
• (f) misrepresent AI-generated content (including Custom IQ outputs) as photographs of physical jewelry or finished products without clear disclosure that they are digital renders;
• (g) use the Service to manufacture, market, or promote counterfeit, knockoff, or unauthorized replica jewelry products;
• (h) introduce viruses, malware, Trojan horses, or other harmful code;
• (i) overload, disrupt, or interfere with the Platform’s infrastructure or security systems;
• (j) circumvent, disable, or attempt to bypass any technical protection measures or access controls;
• (k) share account credentials or grant unauthorized access to the Service;
• (l) use the Service in any manner that violates applicable law or these Terms.

JEWLX reserves the right to remove any Customer Content, suspend or terminate your account, or take other appropriate action if you violate this Acceptable Use policy.

32. Force Majeure

32.1 Neither party is liable to the other for delays or failures in performance caused by events beyond that party’s reasonable control, including acts of God, natural disasters, fires, floods, pandemic, epidemic, war, terrorism, government actions, governmental restrictions, telecommunications or internet infrastructure failures, cyberattacks by third parties, power failures, or failures of third-party service providers (“Force Majeure Event”).

32.2 The party affected by a Force Majeure Event must notify the other party promptly and use commercially reasonable efforts to minimize the impact and resume performance as soon as reasonably practicable.

32.3 If a Force Majeure Event affecting JEWLX’s ability to provide the Service continues for more than ninety (90) consecutive days, either party may terminate the affected services upon written notice. In such case, JEWLX will provide a pro-rata refund of any prepaid fees for the period of confirmed non-delivery.

33. Electronic Consent and Records

33.1 You consent to conduct business with JEWLX and enter into agreements electronically. These Terms, and any amendments, order forms, or other agreements entered into electronically, are valid and legally binding to the same extent as written agreements executed in ink.

33.2 JEWLX maintains electronic records of account creation, subscription agreements, payment authorizations, clickwrap acceptance events (including date, time, and IP address), and platform usage. These records are binding on you and may be submitted as evidence in any dispute or legal proceeding.

33.3 You waive any requirement that agreements relating to JEWLX be in any particular physical or ink-signed form, and you confirm that click-to-accept mechanisms, online checkboxes, and electronic signature mechanisms constitute valid and binding acceptance under applicable law.

34. General Provisions

34.1 Entire Agreement

These Terms, together with the Privacy Policy, any Order Forms, and any other documents expressly incorporated by reference, constitute the entire agreement between you and JEWLX regarding the Service and supersede all prior or contemporaneous agreements, understandings, or representations (whether oral or written).

34.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

34.3 No Waiver

JEWLX’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

34.4 Assignment

You may not assign, transfer, or sublicense these Terms or any of your rights or obligations hereunder without JEWLX’s prior written consent. JEWLX may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

34.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship.

34.6 Survival

All provisions that by their nature should survive termination (including Sections 5, 8, 10, 11, 12, 13, 14, 15, 24, 26, 27, 29, and 34) shall survive termination or expiration of these Terms.

34.7 Language

The parties have requested and agreed that these Terms and all related documents be drafted in the English language only.

Contact Information

All inquiries, including legal, contractual, billing, privacy, security, support, cancellations, and general, should be directed to:

CRM MVMNT INC. operating as JEWLX (jewlx.ai)
Email: legal@jewlx.ai

© 2026 CRM MVMNT INC. All rights reserved. JEWLX is a trademark of CRM MVMNT INC.