Terms & Conditions

ARTICLE 1 - DEFINITIONS

• "Customer": The business or individual who has purchased a subscription to the Service.
• "Consumer": A Customer that is a natural person purchasing the Service for personal purposes and who may have additional rights under Appendix 1.
• "Effective Date": The date on which the Order is submitted, unless otherwise specified in the Order.
• "Order": The document or online process specifying the Service purchased by the Customer, including any applicable Subscription Plan, features, and pricing.
• "Service": The software-as-a-service provided by Veesual, which allows customers to animate still product images using AI.
• "Subscription Plan": The specific tier of Service purchased by the Customer, as described in the Order.
• "User": An individual authorized by the Customer to access and use the Service on the Customer's behalf.

ARTICLE 2 - SERVICE

2.1 License

Subject to the terms of this Agreement, Veesual grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for internal business purposes. The Customer may use the generated content for any lawful business purpose without additional license fees.

2.2 Access & Security

The Customer agrees to:

• Maintain the confidentiality of all login credentials;
• Ensure only authorized Users access the Service;
• Promptly notify Veesual of any unauthorized access or security breach.

2.3 Usage Restrictions

The Customer shall not:

• Copy, modify, or create derivative works of the Service's software or documentation;
• Resell, sublicense, lease, or otherwise transfer access to the Service;
• Reverse engineer, decompile, or attempt to derive source code from the Service;
• Remove or alter any proprietary notices or labels.

ARTICLE 3 - FEES AND PAYMENT

3.1 Fees

The Customer agrees to pay all fees specified in the Order ("Fees"). Fees are due and payable in advance unless otherwise stated.

3.2 Invoicing

Veesual shall invoice Fees at the beginning of each billing period (monthly or annually, as specified in the Order). Payment is due within the period specified on the invoice (typically 30 days).

3.3 Overage Fees

If the Customer exceeds their Subscription Plan's usage limits (e.g., the number of API calls), Veesual may charge overage fees at rates specified in the Order or on the Veesual website. Veesual will endeavor to notify the Customer before overage fees are incurred.

3.4 Taxes

All Fees are exclusive of taxes. The Customer is responsible for paying any applicable taxes, including VAT, GST, and similar charges, unless the Customer provides valid exemption documentation.

3.5 Late Payments

In case of late payment, Veesual may apply penalties equal to three (3) times the applicable legal interest rate. These penalties are due on the day after the due date shown on the invoice, with no reminder necessary.

ARTICLE 4 - INTELLECTUAL PROPERTY AND DATA

4.1 Ownership of the Service

Veesual (or its licensors) retains all intellectual property rights in the Service, including the underlying AI models, software, and related technology. No license is granted to the Customer except as expressly stated in this Agreement.

4.2 Customer Content

The Customer retains ownership of any images or other content ("Customer Content") uploaded to the Service. The Customer grants Veesual a non-exclusive, royalty-free license to use Customer Content solely to provide and improve the Service. Additionally, the Customer grants Veesual the right to use anonymous and aggregated data derived from Customer Content to enhance the Service.

4.3 Generated Content

The Customer owns all rights to the animated or generated content created through the Service ("Generated Content"), subject to any underlying rights in the Customer Content.

4.4 Data Protection

Veesual will process any personal data in accordance with applicable data protection laws and our Data Processing Agreement (Appendix 2).

ARTICLE 5 - TERM AND TERMINATION

5.1 Subscription Term

The initial term of the subscription will be specified in the Order ("Initial Term") and will automatically renew for successive periods of equal length ("Renewal Term") unless terminated by either party.

5.2 Termination for Convenience

Either party may terminate this Agreement at any time for any reason by giving written notice before the end of the current subscription period.

5.3 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice of the breach.

5.4 Effect of Termination

Upon termination:

• All rights granted to the Customer under this Agreement will immediately cease;
• The Customer will promptly pay all outstanding Fees;
• The Customer Content will be deleted in accordance with Veesual's data retention policy, unless the Customer requests retrieval within 30 days of termination.

ARTICLE 6 - CONFIDENTIALITY

6.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, including business plans, pricing, and technical data.

6.2 Obligations

Each party agrees to:

• Protect Confidential Information using at least the same care as it uses for its own confidential information;
• Use Confidential Information only for purposes of this Agreement;
• Limit disclosure to employees and contractors who need to know.

6.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was lawfully received from a third party;
• Was independently developed by the receiving party.

ARTICLE 7 - PROHIBITED USES

The Customer agrees not to use the Service to:

• Infringe any intellectual property rights;
• Distribute illegal, harmful, or deceptive content;
• Violate the privacy or other rights of third parties;
• Conduct any fraudulent activity.

ARTICLE 8 - SUSPENSION OF THE SERVICE

Veesual may suspend access to the Service immediately if the Customer violates any term of this Agreement. Veesual will notify the Customer promptly and will restore access once the issue is resolved, unless Veesual terminates this Agreement.

ARTICLE 9 - WARRANTY

9.1 Veesual's Warranty

Veesual warrants that the Service will materially conform to its documentation during the Subscription Term. If the Service fails to conform, Veesual will, at its option, either correct the deficiency or provide a pro-rata refund of prepaid Fees.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 10 - INDEMNIFICATION

10.1 By Customer

The Customer agrees to indemnify, defend, and hold harmless Veesual from any claims, damages, or expenses (including reasonable attorneys' fees) arising out of:

• Customer Content;
• The Customer's use of the Service in violation of this Agreement.

10.2 By Veesual

Veesual agrees to defend, indemnify, and hold harmless the Customer from any third-party claims that the Service infringes a valid patent or copyright, provided the Customer promptly notifies Veesual and cooperates in the defense.

ARTICLE 11 - LIABILITY

11.1 Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

ARTICLE 12 - MISCELLANEOUS

12.1 Governing Law

This Agreement is governed by the laws of France, without regard to conflict of laws principles.

12.2 Dispute Resolution

Any dispute arising under this Agreement will be resolved exclusively by the competent courts of Paris, France.

12.3 Amendments

Veesual may update these Terms from time to time. We will notify the Customer of material changes at least 30 days in advance. Continued use of the Service after the changes take effect constitutes acceptance of the new terms.

12.4 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all assets.

12.5 Entire Agreement

This Agreement, along with any Orders, constitutes the entire agreement between the parties and supersedes all prior agreements.