These Terms apply to your use of any application, software, or services provided by OPJ Studio or otherwise made available on OPJ Studio’s website (collectively, the “Services”). These Terms include, and are subject to, any applicable Order Form, Customer Account, Subscription-Specific Terms, Data Processing Agreement, appendices, and any other agreements we may enter into concerning the Services.

By using the Services, you are deemed to have accepted these Terms, either personally (if you are an individual) or on behalf of your organization (as identified in the Order Form and/or when creating a Customer Account). If a person uses the Services by creating a Customer Account or signing an Order Form, Data Processing Agreement, appendices, or any other agreement with us, that person represents and warrants that they are at least 18 years old and have the legal authority to bind themselves or the organization they represent. By using the Services, you acknowledge that the Services are provided to you either personally (as a consumer) or to your organization (where the Services are not offered to you as a consumer).

Your access to and use of certain additional applications, software, or services provided by OPJ Studio via the OPJ Studio Platform may be subject to additional terms and conditions. In the event of a conflict between these Terms and the terms governing such specific applications, software, or services, the additional terms and conditions shall prevail, unless expressly stated otherwise.

We may amend these Terms from time to time by posting the updated version on our website or by notifying you directly. Your continued use of the Services after such notification constitutes acceptance of the revised Terms. We will not make changes that materially affect your rights or obligations without your consent, unless you are provided with a right to terminate the Services.

1. CUSTOMER ACCOUNT

To access and use the Services, you are required to create a Customer Account. During the account creation process, you (either for yourself or on behalf of your organization) must provide a valid email address, create a password, and verify your identity as a physical person. Your access to the Services will remain limited until a valid payment or billing method is registered.

If commercial terms are presented to you during the creation of a Customer Account, those terms shall be deemed accepted upon completion of the account registration.

You are solely responsible for the accuracy and completeness of all information submitted through the OPJ Studio Platform, including during the account registration process. You must ensure that all information is true, accurate, current, and complete.

2. SUBSCRIPTION

To access and use the Services, you may be required to establish a core subscription with us. Access to certain Services or Add-ons may require an additional subscription. We may offer various subscription tiers, each subject to specific terms and conditions, including but not limited to pricing (e.g., free or paid), scope (e.g., number of users, number of applications), and functionality (e.g., access to reports, automation tools, third-party design apps, or stock image databases).

You may also be able to purchase or subscribe to Add-ons that we make available from time to time (e.g., additional users). Such Add-ons are only available if you have an active subscription under a paid plan.

The term of a subscription may be monthly, annual, or perpetual, as specified in the Subscription-Specific Terms. Subscription terms are binding. You may cancel your subscription by giving 30 days’ notice prior to the end of the term or as otherwise specified in the Subscription-Specific Terms. If you do not cancel within the notice period, the subscription will automatically renew for the next term. You may upgrade to a higher subscription level at any time, effective immediately. Downgrades will take effect at the start of the next term.

We reserve the right, with 30 days’ written notice (including by email), to change or discontinue features associated with any subscription level. We may also discontinue an entire subscription level and, in such a case, move you to a lower level subject to the terms and conditions of that level.

If we determine, at our sole discretion, that your actual usage exceeds the limits of your current subscription level (e.g., more users or applications than allowed), we may, with 30 days’ written notice, upgrade your subscription and charge you accordingly or terminate your subscription with immediate effect.

A subscription may include access to third-party applications, databases, tools, or features. We bear no responsibility for any such third-party services. All related claims must be directed to the respective third-party provider. Your use of such services may be subject to third-party terms and conditions. If applicable, you represent and warrant that you will comply with those terms and indemnify us against any breach thereof.

3. LIMITED RIGHT TO USE THE SERVICES

Subject to your active subscription and continued compliance with these Terms, you are granted a limited, revocable, non-exclusive, and non-transferable license to access and use the Services via the OPJ Studio Platform, including the OPJ Studio API. Specifically, your use of the OPJ Studio API is permitted solely for the purpose of integrating your application with the OPJ Studio Platform to enable the exchange of order-related information (e.g., User Personalized Content, shipping options, and order status).

We reserve the right to add, remove, or modify features and functionalities of the OPJ Studio Platform, Services, or Add-ons at any time. It is your responsibility to comply with all technical and operational instructions issued by us, including requirements for supported file formats. These instructions may be updated periodically via email, our website, or user portal. Any updates that materially impact your use of the OPJ Studio API will be communicated at least 30 days in advance via email. You acknowledge that we may be unable to fulfill orders if your application fails to comply with our instructions.

You are fully responsible for complying with OPJ Studio’s personalization requirements, for the legality and accuracy of all User Personalized Content, and for ensuring that all order details (e.g., item types, quantities, recipient names and shipping addresses) are correct. Without limiting the foregoing, you may not:

(a) upload or attempt to produce any User Personalized Content that infringes upon any third party’s intellectual property or other rights (including but not limited to copyrights, trademarks, rights of publicity, or rights of privacy) or violates any applicable law;

(b) upload any obscene, pornographic, or adult content;

(c) use the Services in any unauthorized manner or in violation of these Terms, applicable laws, or any agreements with third parties.

We are not obligated to verify the data you submit, such as shipping addresses. However, we reserve the right—but are not obligated—to review User Personalized Content and notify you of any apparent violations of these Terms or applicable laws.

If we, at our sole discretion, determine that any submitted Order contains content that is offensive, inappropriate, immoral, or otherwise violates the above prohibitions, we reserve the right to reject the Order. If we choose to fulfill such an Order, OPJ Studio assumes no liability for the resulting violations or infringements.

We may monitor your use of the OPJ Studio Platform and Services for billing, service quality, improvement, and compliance purposes. We may suspend access or deactivate your account without notice if we reasonably believe that:

(i) you are in breach of these Terms (including non-payment for more than 30 days),

(ii) you are in violation of applicable laws or regulations,

(iii) you are using the Services fraudulently, maliciously, or abusively, or

(iv) your use presents reputational risk to OPJ Studio.

In such cases, we also reserve the right to recover the value of any free or discounted services that were obtained through fraudulent or abusive use.

Please note: User Personalized Content is not pre-approved by us. It may include information or materials uploaded by you, your users, or your organization. We do not verify such content, and it may not reflect our views or values.

4. Producing, SHIPMENT AND DELIVERY SERVICES

Upon receipt of an Order through the OPJ Studio Platform, OPJ Studio will facilitate the production of the User Personalized Content and the shipment of the resulting Products either to you or to the End Customer, as specified in the Order.

We will provide an estimated delivery timeframe. While we will make all reasonable efforts to ensure delivery within this timeframe, we shall not be held liable to you or the End Customer for delays. We will notify you promptly if we become aware of any circumstances that could lead to significant delays.

Unless otherwise agreed for a specific Order, Products will be shipped via standard postal services. Regardless of the shipping method selected, we reserve the right to choose an alternative carrier or method that offers similar delivery quality and timeframe.

If tracked delivery is selected (where available), we will bear the risk of loss or damage during shipment. If non-tracked delivery is selected, the risk of loss and title passes to you once the Products are handed over to the carrier.

We are not obligated to verify or correct delivery addresses. If the address provided is incomplete or incorrect, and multiple recipients are associated with the address, we will use reasonable efforts to deliver the package but cannot guarantee successful delivery to the intended recipient.

If you can substantiate that your Order was lost in transit due to a carrier error on a tracked delivery, we will, at our sole discretion and subject to investigation, reship the Order. Any claims must be submitted within 30 days of the estimated delivery date. We reserve the right not to reship if the carrier’s tracking data confirms the Order was delivered, even if you or the End Customer claim otherwise. In such cases, any replacement will be at your own cost.

5. SUPPORT SERVICES

We do not maintain a direct contractual relationship with End Customers and will not provide support to or communicate with End Customers directly, unless otherwise agreed with you.

We provide technical support to you for troubleshooting issues related to the OPJ Studio API. Support is available 24/7 through our live chat feature on the website or via the “Report a Problem” tool in the OPJ Studio Dashboard. All support will be provided in English. For further details, please refer to our Help Centre articles.

In addition, we agree to provide reasonable assistance and cooperation to you (and to third parties at your request) in a timely manner to resolve issues related to Orders, including the production and shipment of Products.

If you provide us with ideas, comments, suggestions, or other feedback in connection with our Services—whether during support interactions or otherwise—such feedback and any materials resulting from it shall be considered our sole property. We may use and disclose this feedback for any purpose without restriction.

6. SERVICE LEVELS

We will use all reasonable efforts to maintain the availability of the Services and the OPJ Studio Platform. However, we do not guarantee that the Services will be available without interruption or error. If you experience downtime, you must notify us without undue delay and cooperate reasonably in investigating and resolving the issue.

We will make all reasonable efforts to avoid taking the OPJ Studio API and Platform offline for planned maintenance. However, in exceptional cases where such maintenance is necessary, we will provide as much advance notice as reasonably possible and schedule the downtime to minimize its impact on potential Orders.

In emergency situations (e.g., force majeure events) that require unplanned maintenance, we will allocate resources to minimize downtime and restore service as quickly as possible.

7. RETURNS

You acknowledge that the Products are personalized and made specifically for each Order. Once an Order is placed, it cannot be changed or canceled unless otherwise communicated to you through the OPJ Studio Platform for that specific Order.

You also acknowledge that the final Products may differ slightly from the on-screen representation of the User Personalized Content, for example, due to variations in how screens display colors. Minor deviations that are not caused by production errors shall not be considered defects.

If any defects are discovered—such as damage to the Products, incorrect quantity, or lack of quality not attributable to the User Personalized Content—you must provide photographic or other documentary evidence of the defect. If you do not submit a written complaint within 30 days of receiving the Products, we will have no liability for any defect.

If we agree, or if you provide sufficient proof of a defect not caused by the carrier, force majeure, or other circumstances beyond our control, we will, at our discretion, either reproduce the defective portion of the Order or issue a refund for the defective Products.

OPJ Studio will not re-ship or refund Products if the issue arises from the User Personalized Content, for which you are solely responsible.

For non-personalized Products (i.e., those that do not contain User Personalized Content), you may cancel your Order within 14 days of receiving the Products. If your Order includes multiple non-personalized items shipped separately, the 14-day cancellation period applies from the date the last item is received. You must notify OPJ Studio within this timeframe and return the Products promptly, in their original condition, at your own cost and risk.

The remedies described above are your sole remedies for defective Products and exclude, to the fullest extent permitted by law, any other remedies available to you (including to End Customers).

8. TERM AND TERMINATION

These Terms become effective on the date you create a Customer Account (or, if earlier, when you sign an Order Form) and remain in effect until terminated in accordance with this clause.

Either party may terminate these Terms and close your Customer Account(s) at any time for any reason by providing written notice to the other party, unless otherwise specified in an Order Form. However, these Terms will not be considered terminated until all valid subscriptions, as described in Clause 2, have expired. We may also terminate any subscription with the same notice period required of you for cancellation.

Either party may terminate these Terms if the other party commits a material breach and fails to remedy it within 30 days of receiving written notice.

Upon termination, you will no longer have rights to access or use the Services. Unless we terminate the agreement due to your material breach, we will complete the production and shipment of any Orders placed before the termination date.

The following sections shall survive termination:

Fees and Payment, Taxes, Intellectual Property, Confidentiality, No Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Severability, Entire Agreement, and Notices and Contact Information.

9. FEES

You are responsible for and agree to pay all applicable fees for the Services, including subscription fees, transaction fees, and any additional fees as mutually agreed.

Unless otherwise specified as free of charge, subscription fees and Add-ons shall be payable at the amount:

(i) stated in the Subscription-Specific Terms at the time of subscribing, or

(ii) mutually agreed in writing (e.g., in an Order Form).

In case of any discrepancy between (i) and (ii), the terms outlined in (i) shall prevail.

Transaction fees (e.g., for Orders) shall be payable based on:

(i) the amount shown through the OPJ Studio Platform at the time of each Order,

(ii) the amount agreed in advance (e.g., via an Order Form), or

(iii) our standard price list.

In the case of conflicting information, (i) prevails over (ii), and (ii) prevails over (iii).

All amounts payable to OPJ Studio are exclusive of value-added tax (VAT) or similar indirect taxes, unless otherwise stated. Applicable taxes will be added in accordance with Clause 11 (Taxes).

10. PAYMENT TERMS

Payments must be made using one of the current payment methods authorized by OPJ Studio, such as a valid credit/debit card, Stripe account, or invoice. You represent and warrant that all payment information you provide is accurate, that you are authorized to use the selected payment method, and that sufficient funds or credit are available to cover the charges.

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected subscription plan. Fees for Orders and other transaction-based charges will be billed in arrears at our discretion. We reserve the right to verify your payment method before accepting an Order. One-time payments (e.g., implementation fees specified in an Order Form) will be billed once the Order Form is signed, unless otherwise agreed.

We will continue to charge the applicable fees using your selected payment method until the Services are terminated and all outstanding balances are paid in full. If payment processing fails, we will attempt up to two additional charges. If all attempts fail, and no earlier than 7 days after the original due date, we may suspend and revoke access to your Customer Account and Services. Your account will be reactivated only after payment of all outstanding fees, including any upcoming billing cycle charges. You may not have access to your account during the suspension period. If the outstanding amount remains unpaid for 30 days following suspension, we reserve the right to permanently terminate your account and these Terms.

If you are authorized to use invoices as your payment method, subscription fees will be invoiced monthly or annually in advance. Fees for Orders and other transactions will be invoiced semi-monthly in arrears, starting from the date the Order Form is signed. All invoices must be paid within 15 days of the invoice date.

Late payments may incur interest at the lower of 1.5% per month or the maximum rate allowed by law. You will also be responsible for all collection-related fees and expenses.

Unless agreed otherwise, if a non-refundable prepayment has been arranged, and your cumulative charges (including product, shipping, and tax) reach 75% of that amount, a new prepayment equal to the previous one will be due. OPJ Studio reserves the right to increase the prepayment amount at any time. Funds added to your OPJ wallet may be used to cover fulfillment costs, including products, shipping, and taxes.

If you request a withdrawal of wallet funds to your designated bank account, the transaction will be subject to verification and compliance with applicable laws (e.g., sanctions laws). Withdrawals are only allowed for funds originally added via credit card.

OPJ Studio may revise prices or discounts at any time. For Orders and transaction-based fees, new rates will apply after they are communicated. For subscriptions, we will provide at least 30 days’ notice before new rates take effect. If we mistakenly over- or under-charge you, we will settle the difference accordingly. If you underpaid, the difference is due upon invoice. If you overpaid, you must notify us in writing within 45 days of payment to receive a credit on your next invoice.

You are solely responsible for determining the prices charged to your End Customers.

11. TAXES

Except as otherwise provided in this clause, you are solely responsible for all applicable direct and indirect taxes, including but not limited to corporate income tax, payroll tax, social contributions, excise duties, sales tax, customs duties, levies, charges, stamp duties, and similar assessments (collectively, “Taxes”). This includes any penalties, interest, and surcharges imposed by governmental authorities related to these Terms. You must pay all such Taxes in accordance with applicable law and indemnify us against any claims, liabilities, or expenses arising from your non-compliance.

We are responsible for any Taxes imposed directly on us by governmental authorities in relation to these Terms and will indemnify you against any resulting liabilities.

If you are required to withhold Taxes on any payments to us under applicable laws in your jurisdiction, you must withhold the appropriate amount and remit it to the relevant authority. Upon request, you must provide us with proof of such payment. If we qualify for a reduced withholding rate, we will provide the necessary documentation in advance. If no documentation is provided, you must apply the full statutory withholding rate. You are responsible for any consequences arising from your failure to withhold and remit Taxes as required.

If withholding Taxes apply, your payments must be “grossed up” so that we receive the full amount invoiced, net of any withholding. You must also pay any applicable VAT, GST, or sales tax in addition to the invoiced amounts.

All amounts payable under these Terms are exclusive of indirect taxes such as VAT, GST, or sales tax. If such taxes apply, they will be added to the invoice at the applicable rate and must be paid by you.

Unless otherwise agreed, you are the importer of record for any goods and services imported in connection with the Services and are responsible for all related import duties, VAT/GST, and customs clearance obligations. You shall not seek reimbursement from OPJ Studio for any import-related costs.

You agree to indemnify us for any increase in our tax burden resulting from changes in laws or their interpretation after the effective date of this agreement.

This clause will remain in force even after termination of these Terms, as long as any Taxes imposed on us that should have been borne by you under this clause may arise.

12. SECURITY

You agree to protect the OPJ Studio Platform and not to share your account credentials or make them available to any third party.

You are solely responsible for maintaining the confidentiality of all usernames and passwords provided to you for accessing the OPJ Studio Platform. You are also responsible for all activities conducted using those credentials.

Both parties agree to implement and maintain appropriate technical and organizational security measures to protect data submitted through the OPJ Studio Platform from unauthorized access or use, and from accidental or unlawful destruction, loss, alteration, or disclosure.

Your Application must not pose any risk to the operation or integrity of the OPJ Studio Platform. You must secure your Application against unauthorized access and external threats (including viruses, malware, bots, crawlers, and other malicious software or files).

You are prohibited from creating accounts through unauthorized means, including but not limited to automated devices, scripts, bots, spiders, crawlers, or scrapers. Except for accessing RSS feeds, you may not use any automated tools or technologies (such as robots, spiders, or scrapers) to access the OPJ Studio Platform or our Services without our prior written consent.

You may not use generative AI or other automated analytical tools to mine, extract, or analyze our Services or data for the purpose of generating information such as patterns, trends, or correlations.

You also agree that you will not:

(i) take any action that imposes an unreasonable or disproportionately large load on our infrastructure,

(ii) interfere with the proper functioning of the OPJ Studio Platform or Services, or

(iii) attempt to bypass any access restrictions or security measures.

We reserve the right to suspend or limit your access to the OPJ Studio Platform without notice if we reasonably believe that your Application poses a risk to us or our other customers.

You must notify us within 48 hours of becoming aware of any security breach involving your Application that could result in unauthorized access to or alteration of data received through the OPJ Studio Platform. Such notice must include a description of the nature of the breach, including, where possible, the categories and approximate number of data subjects and personal data records affected.

13. YOUR OTHER RESPONSIBILITIES

If you use the Services to fulfill Orders placed through your Application, you are solely responsible for your Application and its integration with the OPJ Studio Platform. Under no circumstances are we responsible for making adaptations or modifications to the OPJ Studio API or Platform to support your integration.

You are solely responsible for ensuring that your Application is secure, functions correctly, is free of defects in design and operation, and complies with all applicable laws, regulations, and third-party rights.

You agree not to use the Services or the OPJ Studio Platform for any purposes other than those expressly permitted in these Terms.

14. INTELLECTUAL PROPERTY

The OPJ Studio API, OPJ Studio Platform, and any associated documentation contain proprietary intellectual property, including but not limited to software, trademarks, graphics, text, and functionality, which are owned by OPJ Studio or its licensors. You and your End Customers are granted no rights to this intellectual property. You agree not to—and not to permit others to—copy, adapt, rent, lease, sell, distribute, decompile, disassemble, modify, reverse engineer, or create derivative works from any part of the OPJ Studio Platform or API, except where such actions are expressly permitted by applicable law.

OPJ Studio may provide plug-ins that enable the transfer of User Personalized Content and other data between your Application and the OPJ Studio Platform via third-party software installed on your systems. OPJ Studio does not license or authorize the use of any third-party software. You must obtain a separate license from the relevant provider to use such software.

You acknowledge that the OPJ Studio API and Platform may include open-source software.

You represent and warrant that you or your End Customers own—or have secured—all necessary rights to upload, reproduce, modify, create derivative works from, produce, distribute, and otherwise use the User Personalized Content. You grant OPJ Studio a worldwide, royalty-free, non-exclusive, transferable, and sublicensable license to store, reproduce, adapt, create derivative works from, produce, distribute, and otherwise use the User Personalized Content to deliver and improve the Services, the OPJ Studio API, and the Platform.

You expressly acknowledge that OPJ Studio and its affiliates do not monitor or have knowledge of the specific contents of User Personalized Content uploaded to the Platform or API.

If you or an End Customer provides feedback (e.g., regarding issues, improvements, or suggestions), you grant OPJ Studio an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use that feedback in any manner, including in the development of new products and services.

Digital Content

As part of the Services, OPJ Studio may make available digital content such as stock images, design templates, product mockups, or background visuals (collectively, “Digital Content”) to help you showcase User Personalized Content on your online store.

OPJ Studio retains full ownership of all Digital Content elements (excluding the User Personalized Content integrated into them). Access to Digital Content may require an active paid subscription and may be subject to usage limits.

You may use Digital Content solely to operate and promote your online store. You may not use it for unrelated products, non-OPJ content, or distribute, edit (other than for personalization), or share it in any way.

OPJ Studio reserves the right to change or disable any Digital Content at any time without prior notice.

15. CONFIDENTIALITY

Each party agrees not to disclose, transfer, or otherwise make available to any third party any confidential information received or obtained in connection with these Terms or the use of the Services. This includes, but is not limited to, technical data, financial information, and User Personalized Content. The OPJ Studio API and Platform are considered the confidential information of OPJ Studio.

The confidentiality obligation does not apply to information that:

(i) becomes publicly available through no breach of these Terms;

(ii) was already lawfully known to the receiving party at the time of disclosure;

(iii) is independently developed by the receiving party without reference to the confidential information; or

(iv) is lawfully obtained from a third party not bound by a duty of confidentiality.

We may disclose your confidential information to our affiliates, officers, shareholders, employees, directors, advisors, assignees, subcontractors, customers, licensees, or licensors when necessary for providing the Services, or in connection with a proposed sale of all or substantially all of our assets or the assignment of these Terms.

16. NO WARRANTIES

To the fullest extent permitted by applicable law, we make no representations or warranties of any kind, express or implied, regarding the Services. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Neither OPJ Studio nor our officers, shareholders, employees, agents, directors, affiliates, assignees, subcontractors, or licensors shall be held liable for any costs, losses, or damages resulting from:

(i) force majeure events, third-party negligence, or circumstances beyond our reasonable control;

(ii) downtime, delays, or interruptions in access to the OPJ Studio Platform;

(iii) loss or corruption of data, including User Personalized Content;

(iv) failed or delayed delivery of Products not ordered with tracking;

(v) inaccuracies, quality issues, or lack of clarity in User Personalized Content; or

(vi) your or your authorized users’ improper, unauthorized, or unlawful use of the Services.

17. E-COMMERCE PLATFORM

If your Application is built on an e-commerce platform, your relationship with that platform provider is governed solely by the terms and conditions agreed between you and the platform provider. OPJ Studio bears no responsibility or liability in connection with your use of any third-party e-commerce platform. Any claims related to the platform must be directed to its provider.

For clarity, with respect to your use of the e-commerce platform:

(i) you, as the developer (as defined by the platform’s terms), are solely responsible for the Application;

(ii) the platform provider is not liable for any defects in or damage caused by the Application;

(iii) unless explicitly stated otherwise, the platform provider does not offer support for installation or use of the Application; and

(iv) you are solely responsible for any legal or contractual consequences of your access to or use of the Application, including:

 (A) its development, deployment, marketing, distribution, or support; and

 (B) any data access, usage, distribution, or storage by you or the Application.

18. LIMITATION OF LIABILITY

If you use the Services to fulfill Orders placed by End Customers, you are solely responsible for all interactions and obligations with those End Customers. OPJ Studio has no liability whatsoever to any End Customer. We are not responsible for errors made by you or your End Customers during the ordering process.

In no case shall our liability to you extend to any liability you may have toward your End Customers.

If you integrate the OPJ Studio Services through another platform (such as an e-commerce platform), you are solely responsible for complying with the terms and service levels of that platform. OPJ Studio shall have no liability to you, the platform provider, or any third party for any non-compliance, even if it is related to or caused by our Services.

To the fullest extent permitted by law, neither OPJ Studio nor our affiliates shall be liable to you or your affiliates for:

• loss of profits, revenue, business, contracts, anticipated savings, or data,

• or for any indirect, special, incidental, or consequential damages of any kind.

Subject to the above limitations, our total aggregate liability (including the liability of our affiliates) to you and your affiliates for any calendar year shall not exceed the total fees paid by you to us in the preceding calendar year.

Nothing in this clause shall exclude or limit liability where such exclusion or limitation would be unlawful under the consumer protection laws of your country of residence.

These limitations of liability do not apply to:

• indemnification obligations under these Terms,

• or liability resulting from fraud, intentional misconduct, or gross negligence.

19. INDEMNIFICATION

You are solely responsible for:

(i) any third-party claims against you, us, or our affiliates alleging that the receipt, storage, processing, or use of User Personalized Content—including our production and shipment of Products—violates intellectual property rights (including but not limited to copyrights, trademarks, publicity rights, or privacy rights); and

(ii) handling any regulatory claims or investigations alleging that your User Personalized Content violates applicable laws.

You agree to indemnify, defend, and hold harmless OPJ Studio, our affiliates, officers, shareholders, employees, agents, subcontractors, licensees, and licensors from and against all losses, liabilities, damages, fines, expenses, and legal fees arising from:

(a) any such third-party intellectual property or legal claims,

(b) your or your affiliates’ unauthorized or unlawful use of the Services, or

(c) any other breach of these Terms by you or anyone acting on your behalf.

In contrast, OPJ Studio will be responsible for managing any third-party claims brought directly against you, alleging that your use of the Services (excluding use of any User Personalized Content) in accordance with these Terms infringes third-party rights. We will indemnify you against reasonable losses, damages, fines, and legal fees in such cases.

If either party receives a claim for which it seeks indemnification under these Terms (the “Indemnified Party”), the indemnification is subject to the following conditions:

(i) the Indemnified Party must notify the other party (the “Indemnifying Party”) in writing without undue delay;

(ii) the Indemnifying Party shall have the right to control the defense of the claim;

(iii) the Indemnified Party must cooperate as reasonably requested;

(iv) no settlement may be entered into without the Indemnifying Party’s prior written consent; and

(v) both parties must use reasonable efforts to mitigate any costs and damages.

The Indemnifying Party must also inform the third party bringing the claim that the claim is solely its responsibility, not that of the Indemnified Party.

20. PRIVACY

If you use the Services to fulfill Orders for End Customers, we will process personal data received in connection with those Orders and/or the Services as a data processor, under your direction and responsibility. In such cases, our Data Processing Terms apply.

You are responsible for complying with applicable personal data protection laws in your country of establishment, as well as in any countries where you offer goods or services. This includes your responsibility when transferring personal data to us as part of using the Services.

Both you and OPJ Studio agree to implement appropriate technical and organizational measures to safeguard personal data against misuse, loss, unauthorized access, and other risks. However, we are not obligated to store or back up any data you provide.

Our use of your personal information is governed by our Privacy Policy, which forms part of these Terms. Please review it carefully, as it includes important terms applicable to you.

21. MARKETING

You agree that OPJ Studio and its affiliates may identify you as a customer and use your name and/or logo in marketing materials, sales presentations, and press releases.

You also agree to consider participating in OPJ Studio-sponsored marketing opportunities such as webinars or speaking engagements, subject to mutual agreement on timing, content, and format.

You may not make any public statements about your use of the Services that suggest a partnership, sponsorship, or endorsement by OPJ Studio without our prior written consent. Unless otherwise agreed in writing, you may not use or reference our name, trademarks, logos, domain names, or any other distinctive brand elements in your own communications or materials.

22. SUBCONTRACTING AND ASSIGNMENT

OPJ Studio may subcontract any part of its rights or obligations under these Terms, including fulfillment by distributors. However, we remain responsible for the performance of any subcontractors we engage.

We may also assign or transfer our rights and obligations under these Terms—either in whole or in part—to any affiliate or third party. This includes the right to assign invoices or other payment claims arising under these Terms.

You may not, without our prior written consent (not to be unreasonably withheld):

(i) transfer, assign, sublicense, subcontract, or otherwise deal with your rights or obligations under these Terms (including through merger, asset sale, stock transfer, or other restructuring); or

(ii) permit the OPJ Studio API or any of our data to become subject to any charge, lien, or encumbrance.

23. DISPUTE RESOLUTION

Any dispute arising out of or in connection with these Terms shall be finally resolved through arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The place of arbitration shall be the city where OPJ Studio has its principal place of business. Unless otherwise agreed, the language of arbitration shall be English.

This arbitration clause does not prevent OPJ Studio from initiating legal proceedings in the courts of your jurisdiction to recover any unpaid amounts due under these Terms or to enforce our intellectual property rights.

24. SEVERABILITY; THIRD PARTY RIGHTS

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be deemed severed from the Terms, but the remainder will continue in full force and effect.

Except as explicitly stated in Clause 11 (Taxes), no third party shall have any right to enforce any provision of these Terms.

25. ENTIRE AGREEMENT

These Terms, together with any applicable Order Form, Customer Account registration, Online Sign-Up, Subscription-Specific Terms, and/or Data Processing Agreement, constitute the entire agreement between you and OPJ Studio regarding the Services. They supersede all prior or contemporaneous oral or written agreements related to the same subject matter.

26. NOTICES AND CONTACT INFORMATION

When these Terms refer to “written notice,” communication by email is considered sufficient.

You may contact us by sending correspondence to: legal@opj-studio.com