VYSUAL LABS LLC

Terms of Service

Last Updated: March 14, 2026

These Terms of Service ("Terms") govern your access to and use of the Vysual platform and related services operated by Vysual Labs LLC, a Texas limited liability company ("Vysual," "Company," "we," "us," or "our").

By creating an account or accessing the Platform, you affirmatively accept these Terms. You must check a box at account creation confirming that you have read and agree to these Terms and the Privacy Policy. That acceptance is logged with a timestamp and the version of these Terms in effect at the time. If you do not agree to these Terms, you may not use the Platform.

Vysual provides a digital asset management (DAM) platform that allows organizations and individuals to upload, store, organize, process, search, and share digital media assets including video, images, audio files, documents, and related metadata.

Additional Policies: Certain features of the Platform are governed by additional policies published by Vysual, including the Vysual AI Processing & Asset Recognition Policy, the Vysual Privacy Policy, the Vysual Content Ownership & Asset Rights Policy, and the Vysual Workspace Access & Collaboration Policy, each of which is incorporated into these Terms by reference. In the event of a conflict between these Terms and any additional policy, these Terms shall control unless the additional policy expressly states otherwise.

1. Description of the Service

Vysual provides software tools designed to assist users with managing digital media assets. The Platform may include functionality such as:

• asset libraries and digital media storage
• metadata management and search indexing
• automated transcription generation
• AI-assisted image and video recognition
• asset categorization and tagging
• collaboration through team Workspaces
• controlled sharing of assets with external collaborators
• media previews and file processing tools

The features and functionality of the Platform may change over time as the service evolves. Vysual will provide reasonable advance notice of material changes to core functionality.

2. Accounts and Workspaces

To use certain features of the Platform, you must create an account. You agree to provide accurate information when creating your account and to keep your account information up to date.

You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You agree to enable multi-factor authentication where available and to revoke access for collaborators promptly when their relationship with your organization ends.

Accounts may include Workspaces, which allow multiple users to collaborate within a shared environment. Workspace administrators may invite additional users and assign permissions within the Workspace. You are responsible for the actions of users who access the Platform through your account or Workspace, subject to the carve-outs set forth in Section 3 below.

3. Workspace Collaboration and Access

Workspace administrators may grant access to employees, contractors, partners, or collaborators to assist with managing assets. By granting access to a collaborator, you authorize that person to take actions within the Workspace within the scope of the permissions you have assigned.

Actions taken by authorized collaborators within the scope of their assigned permissions will be treated as actions taken by you. You are not liable for unauthorized actions taken by a collaborator after their credentials are compromised through no fault of yours, provided that you notify Vysual promptly upon discovery of any suspected unauthorized access.

Vysual does not control relationships between users and their collaborators and is not responsible for disputes between them. You are responsible for granting and revoking Workspace permissions. Vysual maintains access and activity logs for a period of ninety (90) days and will make those logs available to the Workspace administrator upon written request.

4. User Content and Digital Assets

The Platform allows users to upload, store, organize, and manage digital assets ("User Content"). User Content may include video files, images, audio recordings, documents, transcripts, metadata, or other digital materials.

You retain full ownership of any User Content that you upload to the Platform. Uploading User Content to the Platform does not transfer ownership to Vysual.

By uploading User Content, you grant Vysual a limited, non-exclusive, non-transferable, worldwide license to store, host, process, transcode, convert format, generate previews and thumbnails, generate transcripts and metadata, index for search, display to authorized users, and transmit to authorized collaborators — all solely for the purpose of operating and providing the Platform to you. This license terminates when you delete the applicable User Content or terminate your account.

5. Asset Responsibility and Licensing

You represent and warrant that you have all necessary rights, licenses, and permissions to upload, store, process, and share any User Content submitted to the Platform. You are solely responsible for ensuring that your use of the Platform does not violate intellectual property rights, contractual restrictions, privacy rights, publicity rights, or applicable laws.

Vysual does not verify ownership or licensing rights for uploaded assets. Vysual does not track or manage third-party licensing terms associated with uploaded content.

6. Media Processing Authorization

To provide asset management functionality, Vysual may process uploaded media files. Processing activities may include:

• generating thumbnails and previews
• extracting and indexing metadata
• generating transcripts from audio or video files
• creating searchable indexes
• analyzing visual or audio elements within media for tagging and categorization purposes

By uploading content to the Platform, you authorize Vysual to perform these processing activities solely for the purpose of providing the Platform to you. Vysual will not use the content of your User Content to train, fine-tune, or develop AI or machine learning models without your separate written consent.

7. AI-Assisted Asset Recognition

The Platform may use artificial intelligence technologies to analyze uploaded assets and generate metadata such as tags, transcripts, recognition labels, and searchable attributes. AI-generated metadata is provided to assist with asset organization and discovery.

AI-generated outputs may be incomplete, inaccurate, or inconsistent. Users remain responsible for reviewing and managing metadata generated by the Platform. Vysual does not guarantee the accuracy of AI-generated recognition results.

Workspace administrators may disable AI processing features for their Workspace by contacting Vysual support. Third-party AI processing vendors used by Vysual are disclosed in the Vysual AI Processing & Asset Recognition Policy.

8. Asset Sharing and External Access

The Platform may allow users to share assets with external collaborators through links or permission-based access. Users are responsible for determining who may access shared assets and for managing sharing permissions. Vysual does not control how recipients use shared assets. Users should exercise caution when sharing access links.

9. Fees and Payment

Access to the Platform requires a paid subscription. By subscribing, you authorize Vysual to charge your payment method on a recurring basis at the interval (monthly or annual) associated with your selected plan.

Vysual reserves the right to change subscription fees upon thirty (30) days' advance written notice to the email address on file for your account. Your continued use of the Platform after the notice period constitutes acceptance of the new fees. If you do not accept the new fees, you may cancel your subscription before the new fees take effect.

All subscription fees are non-refundable except as required by applicable law or as provided in Section 20 below. If your storage usage exceeds the limits associated with your subscription plan, Vysual may notify you and require an upgrade or charge overage fees as disclosed at the time of overage.

10. Acceptable Use

You agree not to use the Platform in a manner that:

• violates any law or regulation
• infringes the intellectual property or other rights of others
• distributes unlawful, harmful, or defamatory content
• attempts to gain unauthorized access to systems or accounts
• interferes with or degrades the operation of the Platform
• attempts to reverse engineer, decompile, or replicate the Platform
• uses AI tools to generate deceptive or impersonating content
• violates U.S. export control laws or economic sanctions regulations, including those administered by OFAC

Users may not use the Platform in a manner that unreasonably consumes storage, bandwidth, or processing resources in a way that negatively affects other users. Vysual may impose reasonable resource limits to maintain platform performance.

11. Storage Capacity and Plan Limits

Subscription plans include limits on storage capacity as described on the Vysual pricing page. If storage usage exceeds the limits associated with your plan, Vysual will notify you and provide options to upgrade or remove excess content. Vysual will not delete your assets solely due to overage without prior notice.

12. Data Storage and Retention

The Platform stores digital assets and related metadata associated with your account. Users are responsible for maintaining independent copies of important content stored on the Platform.

If an account is canceled or terminated by you, Vysual will retain Workspace data for up to thirty (30) days to allow account restoration or data export. After that period, stored assets and associated metadata will be permanently deleted. Upon written request submitted before that period expires, Vysual will provide a reasonable means for you to export your data.

If Vysual terminates your account for cause under Section 20, data retention will be governed by Section 20 and applicable law.

13. Data Security

Vysual uses commercially reasonable technical and organizational security measures designed to protect user data, including encryption in transit and at rest, access controls, and regular security reviews. However, no internet-based system can guarantee absolute security. By using the Platform, you acknowledge that Vysual cannot guarantee the complete security of stored data.

In the event of a security incident that results in unauthorized access to or disclosure of your personal information, Vysual will notify you in accordance with the Vysual Privacy Policy and applicable law, including Texas Business & Commerce Code Section 521.053.

14. Third-Party Services

The Platform may integrate with third-party services such as cloud storage providers, payment processors, and analytics tools. Vysual does not control these third-party services and is not responsible for their functionality or policies. Your use of third-party services is governed by those services' own terms. A list of key subprocessors is maintained in the Vysual Privacy Policy.

15. Intellectual Property

The Platform, including its software, design, technology, and branding, is the exclusive property of Vysual Labs LLC and its licensors. These Terms do not grant users any ownership rights in the Platform, its underlying technology, or any Vysual intellectual property.

16. Copyright Infringement (DMCA)

Vysual respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe material available through the Platform infringes your copyright, you may submit a written notice containing:

• identification of the copyrighted work claimed to have been infringed
• identification of the allegedly infringing material and information sufficient to locate it
• your name, address, telephone number, and email address
• a statement of good faith belief that the use is not authorized by the copyright owner, its agent, or the law
• a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf
• your physical or electronic signature

Notices should be sent to:

Counter-Notice: If you believe your content was removed in error, you may submit a counter-notice containing the information required under 17 U.S.C. § 512(g)(3). Upon receipt of a valid counter-notice, Vysual will forward it to the original complainant and restore the content within ten (10) to fourteen (14) business days unless the complainant files a court action seeking to restrain the restoration.

Vysual may terminate the accounts of users who are repeat infringers.

17. Feedback

If you provide feedback or suggestions regarding the Platform, you grant Vysual a perpetual, royalty-free, irrevocable, worldwide license to use that feedback for any purpose without obligation or compensation to you.

18. Service Modifications and Availability

Vysual may modify, update, or discontinue features of the Platform from time to time. For material changes to core functionality, Vysual will provide at least thirty (30) days' advance notice via email to the address on file. The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. Vysual does not guarantee uninterrupted or error-free operation.

19. Suspension of Service

Vysual may suspend access to the Platform, with or without advance notice depending on the severity of the circumstances, if it reasonably believes that:

• a user has materially violated these Terms
• platform security is threatened or has been compromised
• abusive, fraudulent, or illegal activity is occurring
• suspension is required by law or court order

Where circumstances permit, Vysual will provide written notice of the reasons for suspension and a reasonable opportunity to cure the violation before suspension takes effect.

20. Account Termination

Either party may terminate these Terms at any time. You may terminate by canceling your account through the Platform settings.

Vysual may terminate your account for cause — including repeated material violations of these Terms, fraudulent activity, or creation of legal or operational risk — upon thirty (30) days' written notice to the email address on file, during which time you may cure the violation. Vysual may terminate immediately, without notice or cure period, in cases involving illegal activity, fraud, security threats, or violations of applicable law.

Upon termination by Vysual without cause, Vysual will provide a pro-rata refund of any prepaid subscription fees for the unused portion of the current billing period. No refund will be provided upon termination for cause.

Following termination, your data will be retained for thirty (30) days as described in Section 12, after which it will be permanently deleted.

21. Force Majeure

Vysual will not be liable for delays, failures, or interruptions in the Platform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, labor disputes, internet outages, or third-party service failures.

22. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VYSUAL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VYSUAL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VYSUAL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VYSUAL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF VYSUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VYSUAL'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO VYSUAL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

The limitations in this Section do not apply to: (i) either party's indemnification obligations under Section 24; (ii) damages arising from Vysual's gross negligence or willful misconduct; (iii) damages arising from Vysual's breach of its confidentiality obligations; or (iv) liability that cannot be excluded or limited under applicable law.

24. Indemnification

You agree to defend, indemnify, and hold harmless Vysual and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your User Content; (c) your violation of these Terms; or (d) your violation of applicable law or the rights of any third party.

Vysual reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Vysual's defense of such claim.

25. Arbitration and Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Binding Arbitration: Except as provided below, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the breach, termination, or validity thereof (a "Dispute") will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time of the Dispute, rather than in court.

Seat and Procedures: Arbitration will take place in Houston, Texas. A single arbitrator will be used for Disputes involving claims under five hundred thousand dollars ($500,000). Each party will bear its own attorneys' fees and costs unless the arbitrator finds that a claim or defense was frivolous or filed for an improper purpose, in which case the arbitrator may award fees and costs to the prevailing party.

Exceptions: Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving its right to arbitration.

Class Action Waiver: YOU AND VYSUAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Small Claims Court: Either party may bring a qualifying claim in small claims court in lieu of arbitration.

26. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.

27. Changes to the Terms

Vysual may update these Terms from time to time. For material changes, Vysual will provide at least thirty (30) days' advance notice via email to the address on file for your account before the changes take effect. For non-material changes (such as typographical corrections, formatting updates, or clarifications that do not affect your rights), changes may take effect upon posting.

Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and may cancel your account before the effective date.

28. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed from these Terms, without affecting the validity or enforceability of the remaining provisions.

29. Entire Agreement

These Terms, together with the Vysual Privacy Policy, AI Processing & Asset Recognition Policy, Content Ownership & Asset Rights Policy, and Workspace Access & Collaboration Policy, constitute the entire agreement between you and Vysual with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, representations, and understandings, whether written or oral, between the parties relating to that subject matter. No sales representative, agent, or other party is authorized to modify these Terms or make additional representations on Vysual's behalf.

30. Contact and Notices

If you have questions about these Terms or need to send a legal notice to Vysual, contact:

Notices from Vysual to you will be sent to the email address associated with your account. You are responsible for keeping your contact information current.

© 2026 Vysual Labs LLC. All rights reserved.