Acceptance of Terms
These Terms of Service (this “Agreement”) between Vizuella Ltd. (“we”, “us” or “Vizuella”) and you, govern your access and use of our project management platform made available through www.vizuella.com (this “Site”) and the monthly plan or other services we provide (the “Services”). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Site is controlled and operated by us from our offices within the European Union (EU). We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the EU are responsible for compliance with all applicable laws.

Use of the Services
The date you kick off with your assigned creative director (kick-off call) is the official start date of your plan. Subject to your compliance with this Agreement, as well as your monthly plan for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have purchased.

You may use the Services for any number of projects and scope that you have purchased for under the applicable monthly plan that can be reviewed at vizuella.com/pricing. While we accept unlimited requests and revisions, our output volume depends on many factors, namely depending on your purchased plan and the complexity of your projects. We will provide you with a comprehensive timeline at the beginning of each project to make the deadline and the required steps as clear as possible.

The speed of the deliverables is determined by your purchased monthly plans. What we can create with a single monthly plan depends on many factors, including but not limited to: (i) the type of plan; (ii) the volume of requests; (iii), and the complexity of requests. To increase the volume of work we can complete within a business day, we suggest you consider our premium plan.
You are the owner and/or controller of all of your information, data, or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you represent that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the Services.

You are, and will be, the sole and exclusive owner of all rights, title, and interest in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables that may qualify as “work made for hire.” To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign to you all rights, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section are subject to your compliance with this Agreement and your full payment of applicable amounts due.

In the course of providing the Services, we may use certain pre-existing materials. We and our licensors are, and will remain, the sole and exclusive owners of all rights, title, and interest in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We expressly reserve all other rights in and to such pre-existing materials.
All virtual client interactions with any persons of Vizuella are recorded for quality assurance purposes. All confidential information shared within these interactions is secured and protected.

Canceling Your Monthly Plan
The date you kick off with your assigned creative director (kick-off call) is the official start date of your monthly/quarterly/yearly plan. You can cancel your plan with 7 days' notice before the renewal date. To request cancellation, you must submit your request through your Vizuella portal, and you need to have a conversation with your Customer Success Manager (link provided in the cancellation request form). New project requests cannot be made under any plan that has already been canceled. Revision requests can only be made up to 2 business days prior to a plan’s last day. Once you cancel your plan, no further payments are required. You can come back and purchase a new plan at any time in the future. All files produced and saved by Vizuella during a client’s plan will be deleted after 60 days from the termination of the plan.

Modifying Your Monthly Plan
You can downgrade, upgrade, or customize your plan at any time through your dashboard based on the available plans. Any change to your account will be reflected in the upcoming month.

The Provided Service
You can submit an unlimited number of project requests and revisions. However, deliverables are added to a shared timeline and executed in a linear model unless otherwise stated in your plan (e.g., multiple creatives on higher-tier plans). Final delivery timelines will be set by your assigned creative director.

Video Calls: You can always email your creative director, but the number of video or phone calls is limited to 4 video calls per month for the Essential plan, 6 video calls for the Scale plan, and 10 video calls for the Enterprise plan.
Scope of Service: You can rely on us for a wide range of design categories. All plans provide access to our full range of services.
Types of Creatives: We have four different types of creatives in our network: Emerging Creatives (1-3 years of experience), Professional Creatives (4-7 years of experience), Accomplished Creatives (8-12 years of experience), and Creative Directors (13+ years of experience). Depending on the nature and complexity of your project, the creative director may collaborate with different types of creatives to complete your project.
Stock Images: All plans include access to free stock assets and sourcing (images, videos, sound, etc.). Paid stock assets will be charged to the client and added to their next billing cycle.
Paid stock images are subject to the following licensing restrictions:

• You cannot resell or redistribute items.
• You cannot use items in on-demand services.
• You cannot use items as the basis for merchandising. For example, printing a logo directly onto a T-shirt is not allowed (see clause 13 for further details).
• You cannot use music items in a broadcast presentation.

If additional licenses are required, please speak with your creative director to get a quote for the relevant licenses.

Portfolio Rights:
You hereby grant us a limited, non-exclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License during the onboarding process or at any time by sending written notice to support@vizuella.com. If you revoke the Portfolio Rights License, we will cease using your deliverables for marketing and advertising purposes. However, you understand that your deliverables may continue to exist online in instances where they have already been used by others in accordance with the Portfolio Rights License.

Portfolio Rights:
You hereby grant us a limited, non-exclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License during the onboarding process or at any time by sending written notice to support@vizuella.com. If you revoke the Portfolio Rights License, we will cease using your deliverables for marketing and advertising purposes. However, you understand that your deliverables may continue to exist online in instances where they have already been used by others in accordance with the Portfolio Rights License.

Business Hours
Vizuella does not operate on weekends or holidays, including:

- New Year's Day: January 1 - 2
- Christmas Break: December 24-26
- New Year's Eve: December 31

The Associated Monthly Fee

• There is no long-term commitment to your monthly plan, and you can pay for the service via bank transfer or credit/debit card.
• You are responsible for making payments on the recurring schedule you selected until you cancel your plan. Monthly payments will be automatically deducted from your provided payment details. You can save 5% by paying quarterly and 10% by paying annually. You can adjust your payment method by emailing accounting@vizuella.com.

Payments for your monthly plan are due one day before your plan renews at 11:59 PM unless you cancel your plan through your dashboard at least 7 days in advance of the renewal date. If you fail to pay on time, your plan will be suspended, and you will lose access to your creative director and team, as well as the right to use any delivered work. If we do not receive payment on time, you will be subject to a $50 penalty for each day your payment is overdue, and your plan will be suspended after 10 days. Reactivating suspended accounts is subject to a $200 reactivation fee.
All plan payments are due upon receipt of the invoice and are subject to price increases if payments are delayed. If clients wish to pay under different terms, they should consider the following pricing increases:

• 30 days overdue: 7% increase
• 45 days overdue: 10% increase
• 60 days overdue: 12% increase

Please note, any payment terms other than "due on receipt" are subject to approval.
Upon the termination of an account, clients can extend their plan on a day-to-day basis. Daily extensions may be used if clients do not need a full month of service or require extra days to complete their projects. Daily extensions are priced as follows:

• Essential plan: €250 per day
• Scale plan: €450 per day
• Enterprise plan: €700 per day

Confidential Information
For purposes of this Agreement, the term “Confidential Information” refers to non-public or proprietary information, including, but not limited to, information related to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
During the course of our relationship, you may disclose to us your Confidential Information. We agree to maintain the confidentiality of such information and not disclose it to any third party, except as approved or directed in writing by you. We will use your Confidential Information solely for the purpose of providing the Services. Access to your Confidential Information will be restricted to only those employees, officers, directors, contractors, representatives, and agents involved in delivering the Services to you. We will be responsible for any breach of this provision by our employees, officers, directors, contractors, representatives, or agents.
Similarly, during the course of our relationship, we may disclose our Confidential Information to you. You agree to hold our Confidential Information in confidence and not disclose it to any third party, except as approved or directed in writing by us. You will use our Confidential Information solely for the purposes outlined in this Agreement. Access to our Confidential Information will be limited to those employees, officers, directors, contractors, representatives, and agents who require such access to perform their duties. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives, or agents.
Notwithstanding the above, the following will not be considered Confidential Information: (a) information that was public knowledge at the time of disclosure or entered the public domain without breach of this Agreement; (b) information already in the rightful possession of a party at the time of disclosure; (c) information independently developed by a party without breaching this Agreement; or (d) information obtained from a third party who is not under any obligation of confidentiality.
The confidentiality obligations under this Agreement will remain in effect for five (5) years after the termination of this Agreement.

Term and Termination
This Agreement will expire or terminate upon the expiration or termination of your account or monthly plan for a Service. All sections of this Agreement that by their nature should survive termination will continue to apply after termination, including, but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
We may terminate this Agreement at any time, with notice, if you default or breach the Agreement. Upon the termination or expiration of your account or monthly plan for a Service, all rights relating to such Service will immediately terminate. You will lose access to the applicable Service, including access to your account, Customer Content, or other files. If we terminate the Agreement due to your breach, any licenses to Licensed Content will also terminate.

Disclaimer of Warranties
We represent and warrant that you will receive good and valid title and licenses to all deliverables, free and clear of any encumbrances and liens, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATIONS OF RIGHTS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

Privacy Policy
Our privacy policy, which can be found at https://vizuella.com/privacypolicy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least 18 years old to access this Site.

Liability Waiver
WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

Links to Third-Party Platforms
If this Site is accessible through any third-party platform, or if we provide links from this Site to any third-party platform, we do not accept responsibility for any content or practices of such third parties.

Digital Millennium Copyright Act (DMCA)
We take copyright infringement claims seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that any materials accessible on or from this Site infringe your copyright, you may request removal of those materials by submitting written notification to our designated agent.
The written notice must include: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate it; (4) adequate information to contact you (including name, postal address, telephone number, and email); (5) a statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Disputes Resolution and Choice of Forum
This Agreement is governed by, and construed in accordance with, the laws of the Republic of Cyprus, without regard to any choice of law, conflicts of law, or other principles that would result in the application of the laws of another jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in the courts of Cyprus. The parties agree to submit to the exclusive jurisdiction of these courts and agree that venue is proper in these courts for any such legal action or proceeding.
The parties agree that claims may be brought only on an individual basis and not as a plaintiff or class member in any purported class or representative action. Any cause of action or claim arising from these terms must be commenced within one (1) year after the cause of action accrues, unless otherwise mandated by EU consumer protection laws.

Assignment
This Agreement and the rights and obligations herein are personal to you, and you may not assign or transfer this Agreement or any of your rights or obligations without our prior written consent. We may freely assign this Agreement, including in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be replaced with a valid, legal, and enforceable provision that reflects the original intent of the parties.

Non-Waiver
The failure of either party to exercise any right provided under this Agreement shall not be considered a waiver of any further rights. A waiver of any term or condition of this Agreement, or any breach, will not be considered a waiver of any future term or breach.

Force Majeure
If we are unable to perform any obligation under this Agreement due to circumstances beyond our reasonable control, such as pandemics, government shutdowns, natural disasters, or third-party service disruptions (a “Force Majeure Event”), we will not be liable for such failure to perform. We will resume performance promptly after the removal of the Force Majeure Event.

Entire Agreement
If you have executed a separate agreement with us regarding your access to and use of this Site or our Services, the terms of that agreement will prevail in the event of any conflict with this Agreement. Otherwise, this Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior communications and proposals.