Terms & Conditions

01About These Terms

These Terms and Conditions ("Terms") form a binding legal agreement between WiTH Media ("With Media", "we", "us", "our") and you, the individual or entity using our services ("Client", "you", "your"). They govern your access to and use of:

• (a) the With Media website at https://withmedia.in and any subdomain (including api.withmedia.in);
• (b) the With Media client portal, team portal, and admin portal (collectively, the "Portal");
• (c) the Discord bot, embedded tools (Wudio, Wolio, Script Studio), and any other software we make available;
• (d) all video editing, post-production, content, design, and related services we provide (collectively, the "Services").

By creating an account, signing a Service Agreement with us, paying an invoice, or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms.

If you do not agree, do not use the Services.

02Definitions

03Eligibility

You confirm that you are at least 18 years old and are legally competent to enter into a binding contract in your jurisdiction. If you are using the Services on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms, and "Client" refers to that organisation.

04Account Registration & Portal Access

• 4.1 We will provision an Account for you after your Service Agreement is fully signed and your first invoice is paid.
• 4.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify us immediately at team@withmedia.in if you suspect unauthorised access.
• 4.3 You may add additional users (team members, collaborators) to your Account at our discretion. Each user is bound by these Terms. (Feature not yet implemented)
• 4.4 We may suspend or terminate Account access for breach of these Terms, non-payment, abusive behaviour towards our team, or as required by law.

05Services

• 5.1 The Services include, depending on your Plan, video editing (long-form and short-form), thumbnail design, motion graphics, subtitle and translation work (via Wudio), and related deliverables.
• 5.2 The exact scope, deliverable types, monthly Video Credit allocation, turnaround commitments, and any plan-specific terms are set out in your signed Service Agreement and / or Statement of Work. Where these Terms and the Service Agreement conflict, the Service Agreement governs the specific commercial terms.
• 5.3 We reserve the right to refuse work that: (a) involves content that is illegal, defamatory, hateful, sexually explicit, or otherwise objectionable; (b) infringes third-party intellectual property; (c) is outside the technical or creative scope of our Services.
• 5.4 The Services are provided on a "best efforts" basis. While we work hard to meet every deadline and quality standard, we do not guarantee any specific commercial outcome (e.g., views, subscribers, revenue) from the Deliverables.

06Subscription Plans, Video Credits & Billing Cycles

• 6.1 Plan and Fee. Your Plan, monthly fee, currency, and Video Credit allocation are specified in your Service Agreement.
• 6.2 Billing Cycle. Each Billing Cycle begins on your Cycle Anchor Day and ends the day before the next Cycle Anchor Day. For example, if you signed on the 17th, your cycles run from the 17th of each month to the 16th of the next.
• 6.3 Video Credit Consumption. A Video Credit is consumed when a Task is marked Delivered in the Portal. Tasks in progress, in revision, or awaiting your approval do not consume credits until Delivered.
• 6.4 Credit Rollover. Unless your Plan expressly permits rollover, unused Video Credits expire at the end of each Billing Cycle and do not carry forward.
• 6.5 Plan Changes. You may upgrade or downgrade your Plan with written notice (email is sufficient). Upgrades take effect at the start of the next Billing Cycle unless we agree otherwise in writing. Downgrades take effect at the start of the next Billing Cycle and do not entitle you to a refund of the current cycle.

07Penalty Rule for Unused Allocation

• 7.1 If, at the close of a Billing Cycle, your credits_used < credits_allocated due to delays attributable to the Client (for example: failure to upload Raw Materials, failure to respond to review requests, failure to provide briefs after reasonable reminders), we may, at our sole discretion: (a) deduct up to three (3) Video Credits from your next Billing Cycle (or such number as is set out in your Service Agreement); and / or (b) reset your cycle to start fresh without rolling forward any pending Tasks.
• 7.2 Penalties do not apply where the delay is attributable to With Media (for example: a Task sat in in_progress for more than ten (10) business days without explanation). Our system tracks responsibility through the task_status_history log.
• 7.3 Reminders are automatically sent at T-7, T-3, and T-1 days before cycle close via email and Portal notification. The Portal continuously displays your credits used vs. allocated.
• 7.4 The Founder may waive any penalty at sole discretion.

08Payment Terms

• 8.1 Invoice Issuance. An invoice is automatically generated at the close of each Billing Cycle and delivered to your registered email and to the Portal.
• 8.2 Payment Methods. We accept payment via Razorpay (UPI, credit/debit cards, net banking, wallets) for Indian clients, and Stripe (cards, international bank transfer) for international clients. Bank transfer details are available on request.
• 8.3 Payment Due Date. Invoices are due seven (7) days from the date of issue unless otherwise specified in your Service Agreement.
• 8.4 GST and Taxes. All fees are stated exclusive of GST and applicable taxes, which will be added to invoices at the prevailing rate. Indian clients with a valid GSTIN must provide it during onboarding to enable correct invoicing. International clients are responsible for any local taxes, duties, or withholding obligations in their jurisdiction.
• 8.5 Late Payment. If an invoice remains unpaid: (a) T+3 days: soft reminder via email and Portal. (b) T+7 days: subscription marked past due, Portal access restricted to read-only, no new Tasks accepted. (c) T+30 days: we may suspend the Services and refer the matter for collection. Interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) may accrue on overdue balances.
• 8.6 No Refunds for Time Already Spent. Once a Billing Cycle has begun, fees for that cycle are non-refundable. See Section 14 for further refund terms.
• 8.7 Disputed Invoices. Notify us within seven (7) days of receipt of any invoice you dispute, with reasons. We will review in good faith.

09Client Responsibilities

• 9.1 You agree to: (a) upload Raw Materials to the Portal or our designated delivery system in a timely manner; (b) provide clear briefs, references, and feedback for each Task; (c) respond to review requests via the Portal's three-option review (Approve, Request Changes, Request Meeting) within a reasonable time (we recommend within five (5) business days); (d) ensure that you have the legal right to use and authorise editing of all Raw Materials you submit (see Section 11); (e) keep your Account contact details current.
• 9.2 Service Level — Your Side. Tasks where the Client has not responded for fourteen (14) consecutive days may be automatically moved to a paused state. After thirty (30) days of Client non-response, we may close the Task at our discretion, and the associated credit is still consumed.

10Turnaround Time

• 10.1 Standard turnaround times for each Task type are set out in your Service Agreement. Time starts when complete Raw Materials and briefs are received via the Portal.
• 10.2 Turnaround clocks pause when: (a) we are awaiting input or approval from you; (b) a meeting has been requested via the Portal but not yet held; (c) circumstances arise under Section 17 (Force Majeure).
• 10.3 Rush or expedited work may be available subject to an agreed surcharge.

11Intellectual Property

• 11.1 Your Raw Materials. You retain all right, title, and interest in any Raw Materials you provide to us. You grant With Media a non-exclusive, worldwide, royalty-free licence to use, modify, copy, and transmit Raw Materials solely to provide the Services.
• 11.2 Deliverables — Ownership Transfer on Payment. Upon full payment of the invoice covering the Billing Cycle in which a Deliverable was produced, all right, title, and interest in the final exported Deliverable transfers to you, including the right to publish, distribute, monetise, and modify it. Until payment is made in full, ownership remains with With Media.
• 11.3 Project Files (Source Files). Editable project files (Premiere Pro, DaVinci Resolve, After Effects projects, layered Photoshop files, etc.) remain the property of With Media and are not delivered by default. Source files may be released for an additional fee, on terms agreed in writing.
• 11.4 With Media Tools and Methods. Wudio, Wolio, Script Studio, the Portal, internal templates, SOPs, brand kits we create for our own marketing, and any pre-existing or independently developed know-how, code, scripts, or processes used in providing the Services remain the exclusive property of With Media.
• 11.5 Portfolio Rights. Unless you have signed a separate confidentiality addendum stating otherwise, we may showcase non-confidential Deliverables in our portfolio, on social media, and in business development materials, with reasonable attribution. You may opt out in writing at any time, but past use already published need not be retracted.
• 11.6 Music, Stock, and Third-Party Assets. Where Deliverables include licensed music, stock footage, fonts, or third-party assets, the underlying licence belongs to the third-party licensor. We will procure usage rights consistent with your intended use; you are responsible for not using Deliverables beyond the scope of those licences.
• 11.7 Client Warranty. You warrant that all Raw Materials you submit are owned by you or properly licensed to you, do not infringe third-party rights, and do not violate any law. You will indemnify With Media against any claim arising from your breach of this warranty (see Section 19).

12Revisions & Reviews

• 12.1 Each Task includes a reasonable number of revision rounds as specified in your Service Agreement. Where unspecified, the default is three (3) rounds of revisions per Deliverable.
• 12.2 You will be notified via the Portal when a Deliverable is ready for review. From the Portal you may: (a) Approve — accepts the Deliverable and triggers final delivery to your designated Google Drive folder; (b) Request Changes — provide timestamped feedback via Frame.io or Loom; (c) Request Meeting — triggers automatic scheduling of a Google Meet or Zoom call with our team.
• 12.3 If we do not receive a response or a clear action via the Portal within fourteen (14) days of being moved to client_review, the Deliverable is deemed accepted ("deemed approval"), and the credit is consumed.
• 12.4 Revision rounds beyond the included number may be billed at our standard hourly rate, on terms notified in writing before work commences.
• 12.5 Material change in scope (e.g., new direction, new script after edits have begun) is a new Task, not a revision, and may consume additional credits or attract additional fees.

13Confidentiality

• 13.1 Each party may disclose to the other ("Receiving Party") information that is confidential, proprietary, or sensitive ("Confidential Information"), including unreleased content, business strategies, customer lists, financial information, source files, and creative direction.
• 13.2 The Receiving Party will: (a) use Confidential Information solely to perform or receive the Services; (b) disclose it only to personnel and contractors who need to know and are bound by equivalent confidentiality obligations; (c) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care); (d) on request or termination, return or destroy Confidential Information except as required to be retained by law.
• 13.3 This Section does not apply to information that is publicly known through no fault of the Receiving Party, was already known by the Receiving Party before disclosure, is independently developed without reference to the Confidential Information, or is required to be disclosed by law.
• 13.4 If you require a separate, more detailed NDA, we offer one through our onboarding pack (Wolio). It may be signed via electronic signature through the Portal.

14Cancellation, Termination & Refunds

• 14.1 Cancellation by Client. You may cancel your subscription at any time by giving thirty (30) days' written notice to support@withmedia.in or via the Portal. Your subscription continues until the end of the notice period. Fees for the current Billing Cycle are non-refundable. Any unconsumed Video Credits expire on the effective cancellation date.
• 14.2 Termination by With Media. We may terminate the Services and your Account immediately on written notice if: (a) you fail to pay an undisputed invoice for thirty (30) days past its due date; (b) you materially breach these Terms and have not cured the breach within ten (10) business days of written notice; (c) you behave abusively or harassingly toward our team; (d) we are required to do so by law.
• 14.3 Effect of Termination. On termination: (a) all outstanding invoices become immediately due and payable; (b) Deliverables for which payment has been received remain yours under Section 11.2; (c) we will, on reasonable request and at no additional charge, provide a final export of any in-progress Deliverable in its current state; (d) we may delete Raw Materials and project files ninety (90) days after termination unless we have agreed in writing to longer retention.
• 14.4 No Refund of Cycle Fees. Except where required by applicable law or expressly agreed in writing, monthly subscription fees already paid are non-refundable.
• 14.5 Refund of Advance Payments. Where you have prepaid for future Billing Cycles, we will refund the unused portion (less any credits already consumed in advance) within thirty (30) days of effective termination.

15Data Handling & Privacy

• 15.1 Our handling of personal information is governed by our Privacy Policy (available at https://withmedia.in/privacy). By using the Services you consent to that Policy.
• 15.2 Storage. All Portal data, Raw Materials, and Deliverables are stored on our infrastructure hosted on a network-attached storage system in India, accessed through Cloudflare's encrypted network. Backups are taken daily; off-site backups are encrypted.
• 15.3 Retention. Raw Materials are retained for the duration of the Service relationship and up to ninety (90) days after termination, after which they may be permanently deleted unless we have agreed otherwise. Deliverables are retained for at least twelve (12) months post-delivery.
• 15.4 Security. We employ industry-standard measures including encryption-in-transit, encryption-at-rest for sensitive credentials, role-based access controls, and automated security monitoring.

16Warranties & Disclaimers

• 16.1 With Media warrants that the Services will be performed with reasonable skill and care and in accordance with professional standards.
• 16.2 We do not warrant that: (a) the Services will be uninterrupted or error-free; (b) any Deliverable will achieve particular commercial results (views, subscribers, revenue, engagement); (c) Raw Materials or third-party assets you provide are free of rights issues (that warranty runs from you to us, see Section 11.7).
• 16.3 To the maximum extent permitted by applicable law, all other warranties (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement) are excluded.

17Force Majeure

Neither party is liable for any delay or failure to perform to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, power failures, internet infrastructure outages, platform API changes, pandemic-related restrictions, or civil unrest. The affected party must notify the other promptly and resume performance as soon as reasonably possible.

18Limitation of Liability

• 18.1 To the maximum extent permitted by law, With Media's total aggregate liability to you arising out of or in connection with these Terms or the Services — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees you paid to With Media in the three (3) months immediately preceding the claim.
• 18.2 In no event shall With Media be liable for: (a) any indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, subscribers, views, goodwill, or data; (c) business interruption; even if With Media has been advised of the possibility of such damages.
• 18.3 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

19Indemnification

You agree to indemnify, defend, and hold harmless With Media and its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your breach of these Terms; (c) your breach of the intellectual property or other rights of any third party; (d) any Raw Materials you submit that infringe third-party rights or violate applicable law.

20Governing Law & Dispute Resolution

• 20.1 These Terms are governed by the laws of India without regard to its conflict-of-law principles.
• 20.2 The parties will attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute from either party.
• 20.3 If unresolved, any dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration in Hyderabad, Telangana, India, conducted in English by a sole arbitrator mutually agreed by the parties.
• 20.4 Notwithstanding the above, either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction in Hyderabad to prevent irreparable harm.

21General Provisions

• 21.1 Entire Agreement. These Terms, together with your Service Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the subject matter.
• 21.2 Amendment. We may update these Terms from time to time. Material changes will be notified by email or Portal notification at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.
• 21.3 Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
• 21.4 Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
• 21.5 Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction in connection with a merger, acquisition, or sale of substantially all of our assets.
• 21.6 Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
• 21.7 Language. These Terms are written in English. In the event of any inconsistency between an English version and a translated version, the English version governs.

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