1. Definitions
Account: The personalized space provided to a User, enabling access to the CANOVA Studio platform.
Administrator: Any person authorized by the Client to manage the Solution and Users' access.
Agreement: The contractual framework binding the Parties, comprising the Special Terms, General Terms, Annexes, and any later modifications.
Annexes: The annexes attached to this Agreement (e.g., Annex 1 – License Terms, Annex 2 – Data Protection Agreement).
Client: The company or legal entity subscribing to the CANOVA Studio Solution.
General Terms: This document outlining the terms of use of the Solution.
Input: Any data (e.g., text, sketches, CAD files, images, videos, personal data) uploaded by the Client for use in the Solution.
CANOVA: CANOVA STUDIO, a company incorporated under French law with registered office.
Intellectual Property Rights: All intellectual property rights including patents, trademarks, copyrights, design rights, database rights, trade secrets, and related rights.
Offer: The subscription plan selected by the Client, detailing the functionalities and service levels provided.
Output: Any image, render, or visual content generated by the Solution from the Client’s Input.
Party / Parties: Refers individually to CANOVA or the Client, and collectively to both.
Personal Data Regulation: Regulation (EU) 2016/679 (GDPR) and French data protection laws.
Solution: The CANOVA Studio platform, accessible at https://canova.io and all subdomains.
Special Terms: Any specific written agreements detailing the Parties’ collaboration.
User: Any individual authorized by the Client to use an Account on the Solution.
Downloaded Output: Visual content downloaded from the Solution via the “Download” function.
2. Purpose and Scope
CANOVA Studio is a technological Solution that enables Clients to generate visuals, immersive try-ons, and marketing content for jewellery and accessories using artificial intelligence. These General Terms govern the use of the Solution by Clients and Users.
3. Contractual Documents and Hierarchy
The Agreement includes the Special Terms, General Terms, and Annexes. In case of inconsistency:
(1) Special Terms, (2) Annexes, (3) General Terms.
Other documents may only apply if mutually agreed in writing.
4. Client Obligations
4.1 Fair and Lawful Use
The Client agrees to:
Prevent unauthorized access to the Solution;
Avoid uploading content with viruses or malicious code;
Upload only lawful and authorized Input content;
Respect CANOVA’s reputation and intellectual property;
Use the Solution only for its intended purpose.
4.2 Agreement Compliance
The Client confirms legal authority to accept the Agreement and guarantees that its Users will comply with all terms. The Client is solely responsible for any use of the Solution by its Users or third parties.
5. CANOVA’s Commitments
5.1 Availability
CANOVA shall make the Solution accessible 24/7, subject to maintenance, legal obligations, or force majeure. In case of disruption, CANOVA will take reasonable efforts to restore access promptly.
5.2 Support and Maintenance
CANOVA will provide technical maintenance and support via support@canova.io. The Client will be informed in advance of maintenance affecting availability when possible.
6. Financial Terms
Clients may access a limited free trial. Paid plans with additional features are available and detailed at https://canova.app
Invoices are due according to the Offer selected. Late payments incur penalty interest and recovery costs under applicable French law.
7. Guarantees
7.1 Client Guarantees
The Client guarantees it holds all rights for the Input and indemnifies CANOVA from any third-party claim related to Input content, Output usage, or violations of law.
7.2 CANOVA Guarantees
CANOVA provides the Solution as-is, using best efforts to maintain performance but does not guarantee uniqueness or accuracy of AI-generated Output.
8. Client Liability
The Client is responsible for all use of the Solution and Output, including violations of IP, data protection, or contractual rights. CANOVA disclaims liability for the nature or use of the Output.
9. Intellectual Property
9.1 Solution
CANOVA retains all rights to the Solution and its components. Clients receive only a limited license to use the Solution (see Annex 1).
9.2 Input
The Client retains ownership of Input and grants CANOVA a license to use it solely for operating and improving the Solution.
9.3 Output
The Client owns the Downloaded Output. CANOVA may use non-downloaded Output to improve its AI systems. The Client is solely responsible for any use of Output.
10. Term, Suspension & Termination
10.1 Duration
These terms apply for the duration of the Agreement unless terminated.
10.2 Suspension
CANOVA may suspend access in case of breach, security issue, or non-payment.
10.3 Termination
Either Party may terminate for material breach with written notice. Termination ends access and license rights.
11. Personal Data
The Client acts as Data Controller. CANOVA acts as Data Processor under GDPR. See Annex 2 for full data protection terms.
12. Modifications
CANOVA may update these terms or the Solution. Clients will be notified at least 60 days in advance, except for urgent updates. Continued use implies acceptance.
13. Miscellaneous
Severability: If one clause is void, the rest remain valid.
Assignment: The Client may not transfer the Agreement without CANOVA’s written consent.
Non-waiver: Failure to enforce a clause is not a waiver of rights.
14. Governing Law and Jurisdiction
This Agreement is governed by French law. Any dispute shall be subject to the exclusive jurisdiction of the Paris Commercial Court.
ANNEX 1 – LICENSE TO USE THE SOLUTION
1. Purpose
This Annex defines the license terms under which CANOVA grants the Client usage rights to the Solution.
2. Scope of License
CANOVA grants the Client a non-exclusive, non-transferable license to use the Solution worldwide, for the duration of the Agreement.
3. Rights and Restrictions
The license is for internal professional use only by the Client and its Users.
All other rights are reserved to CANOVA. No ownership or transfer of intellectual property is implied.
ANNEX 2 – DATA PROTECTION AGREEMENT
1. Purpose
This Annex sets out the data protection obligations under GDPR and applicable law when processing Personal Data in the Solution.
2. Roles
Client: Data Controller
CANOVA: Data Processor
3. Processing Purposes
Processing is strictly limited to:
Providing the Solution;
Maintaining performance and support;
Improving AI capabilities.
4. CANOVA’s Obligations
CANOVA agrees to:
Process Personal Data only on Client instructions;
Implement security and confidentiality measures;
Inform the Client in case of data breaches;
Assist with Client GDPR obligations.
5. Sub-processors
CANOVA may use sub-processors with equivalent data protection obligations. Clients will be informed of any changes.
6. International Transfers
If applicable, data transfers outside the EEA will comply with standard legal safeguards such as SCCs.
7. Client’s Responsibilities
The Client shall ensure legal basis for data processing, inform data subjects, and use the Solution in a GDPR-compliant manner.
8. End of Processing
Upon termination, CANOVA will delete or return Personal Data as instructed by the Client, unless retention is required by law.
9. Audit
The Client may audit CANOVA’s compliance with this Annex upon reasonable notice, without disrupting operations.
