Vū Technologies, Corp.

Terms of Service

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Last Updated: December 4, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE VU SERVICES.

By clicking “I Agree,” “Sign Up,” or by accessing or using any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (these “Terms”). If you do not agree to these Terms, then you may not access or use the Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity (an “Organization”), you represent and warrant that you have the authority to bind that Organization to these Terms, and references to “you” or “your” in these Terms will refer to that Organization.

1. ACCEPTANCE OF TERMS

These Terms constitute a legally binding agreement between you and Vū Technologies, Corp. (“Vu,” “we,” “us,” or “our”) governing your access to and use of the Services. By creating an account, subscribing to any Service, or using any feature or functionality we provide, you accept and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

“Account” means the account you create to access and use the Services.

“Affiliate” means any present or future entity controlled by, or under common control with, a party.

“AI Functions” means features and capabilities offered as part of the Service that utilize artificial intelligence, machine learning, or similar technologies developed by third-party providers, including OpenAI, L.L.C. (“OpenAI”), Runway AI, Inc. (“Runway”), and Stability AI LTD (“Stability AI,” and together with OpenAI and Runway, the “AI Providers”). AI Functions provided by OpenAI are subject to OpenAI’s Terms of Use and other policies available at https://openai.com/policies/. AI Functions provided by Runway are subject to Runway’s Terms of Use Agreement available at https://runwayml.com/terms-of-use and Privacy Policy available at https://runwayml.com/privacy-policy/. AI Functions provided by Stability AI are subject to the Stability AI Terms of Service available at https://stability.ai/terms-of-service and the Privacy Policy available at https://stability.ai/privacypolicy.

“Content” or “Your Content” means all electronic content, data, or information collected by the Service, or submitted by you or your authorized users to the Service, except for any Feedback.

“Equipment” means any hardware purchased from Vu, including Vu Mini, Vu Core, or Vu One devices.

“Generation” means a single image or video created by using a single execution of the Vu.ai sequence.

“Intellectual Property” means any and all patents, inventions, copyrights, works of authorship, trademarks, trade secrets, know-how, designs, and all other intellectual property rights (whether registered or unregistered and including the right to register, renew, or extend such intellectual property) that are, in each case, protected under the laws of any governmental authority having jurisdiction.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

“Output” means the output generated and returned by the AI Functions.

“Parent” means a parent or legal guardian of a Teen User who has provided verifiable consent for the Teen User to use the Services and who has agreed to these Terms of Service on behalf of the Teen User.

“Services” means Vu’s services, software and/or websites (including, without limitation, vu.network, one.vu.studio and vustudio.com), which includes access to certain Web-based software tools (including periodic updates) and services (e.g., Vu.ai; SceneForge PreVu Previz; and VuOS) and other products provided by Vu that Customer subscribes to.

“Software” means Vu’s Vu Studio Professional package and any other software provided by Vu in connection with the Services.

“Subscription” means your paid subscription to access and use the Services for a specified term.

“Teen User” means a user who is between the ages of 13 and 17 (inclusive);

“Token” means a unit of measure for the generation of images and videos and editing within the Services.

“Users” means individuals who are authorized by you to use the Software or the Services.

3. ACCOUNT REGISTRATION AND ACCESS

3.1 Account Creation

To access the Services, you must create an Account by providing accurate, current, and complete information as prompted by our registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete at all times during the term of these Terms.

3.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials, including your username and password. You are fully responsible for all activities that occur under your Account, whether or not authorized by you. You agree to:

(a) Immediately notify Vu of any unauthorized use of your Account or any other breach of security; and

(b) Ensure that you log out from your Account at the end of each session.

Vu will not be liable for any loss or damage arising from your failure to comply with this Section 3.2.

3.3 Account Eligibility

You must be at least 18 years of age to create an Account and use the Services. By creating an Account, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

4. SERVICES AND SUBSCRIPTION

4.1 Service Description

Subject to your compliance with these Terms and payment of applicable fees, Vu grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your Subscription term. The Services include:

(a) Online access to certain web-based software tools (including periodic updates) and services, which include Vu.ai, SceneForge PreVu Previz, VuOS, and other products provided by Vu;

(b) Software licenses for applications that may be preinstalled on Equipment or made available for download; and

(c) Professional services, consulting, and installation services as separately purchased or requested on an as-needed basis.

The Services are provided on a subscription basis and are for your internal business use only. You may not use the Services to supply any professional, consulting, training, or support services to any third party.

4.2 Token Usage and Allowances

Unless otherwise specified in your Subscription plan, the Services operate on a Token-based system. Each Generation consumes a certain number of Tokens as follows:

(a) Image Generation: A minimum of five (5) Tokens per image, subject to adjustment based on the complexity of the Generation.

(b) Video Generation: A minimum of ten (10) Tokens per video, subject to adjustment based on the complexity of the Generation.

Your monthly Token allowance is specified in your Subscription plan. Any unused Tokens will roll over to the following month unless otherwise stated in your Subscription plan. You may purchase additional Tokens as needed through your Account dashboard.

4.3 AI Functions

If your Subscription includes access to AI Functions, you acknowledge and agree that:

(a) Vu may process Your Content to provide the AI Functions to you;

(b) Vu does not create or develop Your Content and disclaims any responsibility for the contents of Your Content, including any personal data contained therein;

(d) Your use of AI Functions is subject to the terms and policies of the applicable AI Providers, as referenced in Section 2 above; and

(e) Vu will not use, access, view, copy, distribute, or otherwise exploit Your Content in any manner that would identify you or any User or cause Your Content to become publicly or third-party accessible, except as necessary to provide the Services to you in compliance with these Terms.

4.4 Third-Party Integrations

As part of the Services, you may link your Account to third-party service providers, such as Shutterstock, Unsplash, or Frame.io (each, a “Third-Party Account”) by either:

(a) Providing your Third-Party Account login information through the Services; or

(b) Allowing Vu to access your Third-Party Account in accordance with the applicable terms governing such Third-Party Account.

You represent and warrant that you are authorized to provide such information or access to your Third-Party Account without breaching any of the terms governing such Third-Party Account. By linking a Third-Party Account, you authorize Vu to access, make available, and store (if applicable) any content stored therein (the “SNS Content”) through the Services via your Account. Unless otherwise specified in these Terms, all SNS Content shall be considered Your Content.

If a Third-Party Account becomes unavailable or Vu’s access is terminated by the third-party service provider, SNS Content may no longer be available on and through the Services. YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY PROVIDERS.

4.5 Service Modifications and Updates

Vu reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice. Vu will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, except as expressly provided in these Terms.

5. FEES AND PAYMENT

5.1 Subscription Fees

You agree to pay all fees associated with your Subscription as specified on our website or in your Account dashboard at the time of purchase (the “Subscription Fees”). All fees are stated and payable in U.S. Dollars unless otherwise specified.

5.2 Payment Terms

(a) Payment Authorization: By providing payment information, you authorize Vu (or our third-party payment processor) to charge the applicable Subscription Fees to your designated payment method. You represent and warrant that you have the legal right to use any payment method you provide.

(b) Automatic Billing: Subscription Fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified in your Subscription plan). Your payment method will be automatically charged at the beginning of each billing cycle unless you cancel your Subscription as provided in Section 11.

(c) Payment Method Updates: You agree to promptly update your Account information with any changes to your payment method (such as expiration date or billing address).

5.3 Overdue Payments and Service Suspension

(a) Late Fees: If any payment is not received when due, Vu may charge interest on the overdue amount at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower.

(b) Service Suspension: Vu reserves the right to suspend your access to the Services if payment is overdue or if you fail to comply with these Terms. Suspension of Services does not relieve you of your obligation to pay outstanding fees.

(c) Reinstatement: If your Account is suspended for non-payment, you must pay all outstanding amounts, including any applicable late fees, before your access to the Services will be reinstated.

5.4 Taxes

Unless otherwise stated, Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Subscription and use of the Services. If Vu is required to collect or pay Taxes, such amounts will be invoiced to you and you agree to pay such amounts unless you provide Vu with a valid tax exemption certificate.

5.5 No Refunds

Except as expressly provided in these Terms or required by applicable law, all Subscription Fees are non-refundable. No refunds or credits will be provided for partial months or years of service, upgrades or downgrades, or for periods in which your Account is suspended or you choose not to use the Services.

6. YOUR RESPONSIBILITIES AND RESTRICTIONS

6.1 Account Security

You are responsible for:

(a) Maintaining the security and confidentiality of your Account credentials;

(b) All activities that occur under your Account;

(d) Maintaining the quality and legality of Your Content; and

(e) Promptly notifying Vu of any unauthorized access to or misuse of the Services or your Account.

6.2 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree to comply with all applicable laws, regulations, and third-party rights in connection with your use of the Services.

6.3 Prohibited Activities

You shall not, and shall not permit any User or third party to:

(a) Provide access to the Services to any unauthorized parties;

(b) Resell, lease, lend, or otherwise commercialize the Services or make the Services available to any third party;

(c) Use the Services in any unlawful manner or in violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights;

(d) Transmit, upload, or submit any Malicious Code or any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;

(e) Interfere with or disrupt the integrity or performance of the Services or the data contained therein;

(f) Attempt to gain unauthorized access to the Services, related systems or networks, or any other user’s Account;

(g) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services (except to the extent such restriction is prohibited by applicable law);

(h) Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Services;

(i) Use the Services to develop, support, or operate a product or service that competes with the Services; or

(j) Use any automated means (including bots, scrapers, or spiders) to access the Services for any purpose without our express written permission.

6.4 Compliance with Specifications

You agree to comply with all technical specifications, documentation, policies, and guidelines provided by Vu in connection with your use of the Services.

6.5 Enforcement

Vu reserves the right to investigate and take appropriate action against anyone who, in Vu’s sole discretion, violates these Terms, including without limitation removing or disabling access to Your Content, suspending or terminating your Account, and reporting such conduct to law enforcement authorities.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Vu’s Proprietary Rights

The Services, including all software, technology, designs, graphics, user interfaces, trademarks, logos, and other content provided by Vu (collectively, “Vu Materials”), are owned by Vu or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Subject to the limited rights expressly granted in these Terms, Vu reserves all rights, title, and interest in and to the Vu Materials and the Services. No rights are granted to you other than as expressly set forth in these Terms.

7.2 Your Content and Data

You exclusively own all rights, title, and interest in and to Your Content. You grant Vu a limited, royalty-free, non-exclusive, worldwide license to use Your Content solely to the extent necessary to:

(a) Provide the Services to you and your Users in accordance with these Terms; and

(b) Use Your Content in aggregated and anonymized form for Vu’s internal business purposes, including providing and optimizing its services and products, performing analytics, and marketing.

Vu may refuse to accept or transmit, or may delete, any of Your Content from the Services at any time if Vu determines, in its sole discretion, that Your Content violates these Terms or is otherwise inappropriate.

7.3 Output and Derived Products

You shall own and retain all right, title, and interest in and to any content and data derived from your use of the Software and Services, including the Output (collectively, the “Derived Product”). You hereby grant to Vu a limited, royalty-free, non-exclusive license to use the Derived Product:

(a) As necessary to provide the Software and Services in accordance with these Terms; and

(b) For Vu’s own internal business purposes, provided that all Derived Product shall at all times be subject to the confidentiality obligations contained in Section 8.

7.4 Feedback

You or your Users may provide to Vu bug reports, suggestions, enhancement requests, recommendations, or other feedback or content relating to the operation of the Software and Services (“Feedback”). By providing any Feedback, you hereby assign to Vu all right, title, and interest in and to the Feedback. Nothing in these Terms will restrict Vu’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any Feedback for improving or otherwise modifying any of Vu’s products or services, without compensating or crediting you or any User.

7.5 DMCA and Copyright Infringement

Vu respects the intellectual property rights of others and expects users of the Services to do the same. If you believe that any content on the Services infringes your copyright, please notify us at service@vustudio.com.

8. CONFIDENTIALITY

8.1 Confidential Information

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Your Confidential Information includes Your Content. Vu’s Confidential Information includes the Software and the Services. Confidential Information of each party includes the terms and conditions of these Terms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information (other than Your Content) does not include any information that:

(a) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

(b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

(d) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

8.2 Protection Obligations

Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall:

(a) Protect the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care;

(b) Limit access to the Disclosing Party’s Confidential Information to employees, contractors, and agents who need such access for purposes consistent with these Terms and who are subject to confidentiality obligations no less stringent than those set forth in these Terms; and

(c) Not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under these Terms.

Additionally, Vu shall provide prompt notification to you of any unauthorized access to or disclosure of Your Confidential Information.

8.3 Exceptions

If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, it shall, to the extent permitted by law, provide prior written notice to the Disclosing Party and reasonable assistance (at the Disclosing Party’s expense) if the Disclosing Party seeks to contest the disclosure. If disclosure is required in a civil proceeding to which the Disclosing Party is a party and is not contesting disclosure, the Disclosing Party shall reimburse the Receiving Party for reasonable costs incurred in compiling and securely providing the information.

8.4 Equitable Relief

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections set forth in these Terms, the Receiving Party agrees that such breach would cause the Disclosing Party irreparable injury for which monetary compensation would not provide adequate compensation. The Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts without proving actual damage or posting bond or other security, it being specifically acknowledged by the parties that any other available remedies are inadequate.

8.5 Return or Destruction of Confidential Information

Upon termination of these Terms, or at your request at any time during or after these Terms, Vu will deliver to you or destroy and certify destruction (at your election) all of Your Confidential Information in Vu’s possession or control.

9. PRIVACY AND DATA PROTECTION

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, available at https://www.vu.network/privacy-policy. By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

You represent and warrant that you have obtained all necessary consents and authorizations to provide any personal data to Vu through the Services and that your provision of such data to Vu and Vu’s use of such data in accordance with these Terms and the Privacy Policy complies with all applicable data protection and privacy laws.

10. EQUIPMENT AND SOFTWARE

10.1 Equipment Purchase and Title

If you purchase Equipment from Vu:

(a) Title Transfer: Title to and risk of loss with respect to the Equipment shall transfer to you upon delivery. You may elect for Vu to warehouse the Equipment for up to one (1) year from the date of purchase, and title and risk of loss to the Equipment shall transfer to you upon notification that the Equipment is ready for delivery and warehouse storage has commenced.

(b) Insurance: If Equipment is warehoused by or on behalf of Vu at your request, you shall, at your own expense, maintain property and casualty insurance coverage sufficient to cover the full replacement value of the Equipment. This insurance obligation shall apply beginning on the date Vu notifies you that the Equipment is ready for delivery and warehouse storage has commenced, and shall remain in effect for the duration of the warehouse storage period. Upon Vu’s reasonable request, you shall name Vu as a loss payee or additional insured on your insurance policy covering the warehoused Equipment and shall provide evidence of such designation upon request. Vu shall not be liable for any loss, theft, damage, or destruction of the Equipment during such storage period.

10.2 Software License

If you purchase Equipment that includes preinstalled Software, or if Software is otherwise made available to you, Vu grants you a non-exclusive, non-transferable, non-sublicensable, and limited license to execute the Software in binary form (as may be updated or modified from time to time via the Services) solely for your internal business use in accordance with these Terms.

10.3 Equipment Warranties

(a) Vu Mini and Vu Core Warranty: If you purchase the Vu Mini or Vu Core, Vu provides a limited warranty that the Equipment shall be free from any defect in materials or workmanship for a period of ninety (90) days from the date of delivery. Onsite repair services are not included unless authorized and approved by Vu. This limited warranty extends only to the original end-user within all states in the United States.

(b) Vu One Warranty: If you purchase the Vu One, you acknowledge and agree that: (i) the Equipment is subject to the limited warranties provided by the manufacturers, as applicable; and (ii) Vu disclaims all warranties, express or implied, for the Equipment.

(c) Warranty Claims: To make a warranty claim, you must notify Vu in writing within the applicable warranty period. Vu’s entire liability and your sole remedy for breach of the Equipment warranty shall be, at Vu’s option, to repair or replace the defective Equipment or refund the purchase price paid for the defective Equipment.

11. TERM, RENEWAL, AND TERMINATION

11.1 Subscription Term

Your Subscription begins on the date you complete the registration process and pay the applicable Subscription Fees (the “Start Date”) and continues for the subscription period you selected (monthly, annually, or as otherwise specified) (the “Initial Term”), unless earlier terminated in accordance with these Terms.

11.2 Automatic Renewal

Unless you cancel your Subscription before the end of the then-current subscription period, your Subscription will automatically renew for successive periods of the same duration as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”). The Subscription Fees for each Renewal Term will be charged to your payment method on file at the then-current rates unless you cancel your Subscription.

To cancel your Subscription and prevent automatic renewal, you must cancel through your Account settings or contact us at service@vustudio.com at least 30 days before the end of the then-current subscription period.

11.3 Termination Rights

(a) Termination for Cause by Either Party: Either party may terminate these Terms and your Subscription for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period.

(b) Termination for Insolvency: Either party may terminate these Terms immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

(c) Termination by You: You may terminate your Subscription at any time by canceling through your Account settings or by contacting us at service@vustudio.com. If you terminate your Subscription before the end of the then-current subscription period, you will not receive a refund for any unused portion of the subscription period, except as provided in Section 11.4(b).

(d) Termination by Vu: Vu may terminate your Subscription and these Terms immediately if you breach these Terms, including but not limited to failure to pay Subscription Fees when due or violation of the restrictions set forth in Section 6.

11.4 Effect of Termination

(a) Access to Services: Upon termination of your Subscription for any reason, your right to access and use the Services will immediately cease.

(b) Refunds: If you terminate your Subscription for cause due to Vu’s material breach as provided in Section 11.3(a), Vu shall refund you on a pro-rata basis any prepaid Subscription Fees covering the remainder of the then-current subscription period. Such refund shall be your sole remedy for Vu’s failure to perform as described in these Terms. No refunds will be provided for termination by you for convenience or termination by Vu for your breach.

(c) Data Retrieval: Following termination, you will have thirty (30) days to retrieve Your Content from the Services. After such thirty (30) day period, Vu may delete Your Content from its systems. Vu shall have no liability for any deletion of Your Content following termination.

(d) Survival: The following Sections shall survive any termination or expiration of these Terms: Sections 5 (Fees and Payment), 7 (Intellectual Property Rights), 8 (Confidentiality), 11.4 (Effect of Termination), 12 (Representations and Warranties), 13 (Disclaimers), 14 (Indemnification), 15 (Limitation of Liability), 18 (Governing Law and Venue), and 19 (General Provisions).

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations

Each party represents and warrants that it has the legal power and authority to enter into these Terms and to perform its obligations hereunder.

12.2 Your Representations and Warranties

You represent and warrant that:

(a) You own or have the necessary rights, licenses, and permissions to provide Your Content to Vu and to grant the rights granted in these Terms;

(b) Your Content and your use of the Services do not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights;

(d) Your Content and your use of the Services comply with all applicable laws, regulations, and third-party terms; and

(e) All information you provide to Vu in connection with these Terms is accurate, current, and complete.

12.3 Vu’s Warranties for Professional Services

If you separately purchase professional services, consulting, or installation services from Vu, Vu warrants that such professional services will be performed in a professional and workmanlike manner consistent with applicable industry standards. You must notify Vu in writing of any alleged failure to meet this warranty within thirty (30) days after delivery of the affected professional services. Vu’s entire liability and your sole remedy for Vu’s failure to perform in accordance with this warranty shall be for Vu to: (i) use commercially reasonable efforts to cure or correct such failure; or (ii) if Vu is unable to cure or correct such failure, terminate the affected professional services and refund that portion of fees paid by you to Vu that corresponds to such failure to perform.

13. DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.3 (VU’S WARRANTIES FOR PROFESSIONAL SERVICES) AND SECTION 10.3 (EQUIPMENT WARRANTIES), THE SERVICES, SOFTWARE, EQUIPMENT, AND ALL CONTENT AND MATERIALS PROVIDED BY VU ARE PROVIDED TO YOU “AS-IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

VU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

VU DOES NOT WARRANT THAT:

(a) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;

(b) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS;

(e) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR

(f) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VU WILL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT LOSSES INCURRED IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, OR YOUR RELIANCE ON OR USE OF THE SERVICES AND INFORMATION PROVIDED, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS, OR ANY FAILURE OF PERFORMANCE.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, VU’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. INDEMNIFICATION

14.1 Your Indemnification Obligations

You shall defend, indemnify, and hold harmless Vu, its Affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Vu Indemnitees”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising out of or relating to:

(a) Your Content or your use of the Services in violation of these Terms;

(b) Any allegation that Your Content infringes, misappropriates, or violates any third party’s intellectual property rights or other proprietary rights;

(d) Your fraud, gross negligence, or willful misconduct.

Your indemnification obligations are conditioned upon the Vu Indemnitees: (i) promptly providing you with written notice of the Claim; (ii) giving you sole control of the defense and settlement of the Claim (provided that you may not settle or defend any Claim unless it unconditionally releases the Vu Indemnitees of all liability); and (iii) providing you with all reasonable assistance, at your cost.

14.2 Vu’s Indemnification Obligations

Vu shall defend, indemnify, and hold harmless you, your Affiliates, and your respective officers, directors, employees, agents, and representatives (collectively, the “Customer Indemnitees”) from and against any and all Claims arising out of or relating to:

(a) Any allegation that your use of the Services as permitted under these Terms infringes or misappropriates any third party’s intellectual property rights; or

(b) Vu’s fraud, gross negligence, or willful misconduct.

Vu’s indemnification obligations are conditioned upon the Customer Indemnitees: (i) promptly providing Vu with written notice of the Claim; (ii) giving Vu sole control of the defense and settlement of the Claim (provided that Vu may not settle or defend any Claim unless it unconditionally releases the Customer Indemnitees of all liability); and (iii) providing Vu with all reasonable assistance, at Vu’s expense.

14.3 Sole and Exclusive Remedy

This Section 14 states each party’s sole liability to, and the other party’s exclusive remedy against, the other party for any Claims described in this Section 14.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) EXCEPT FOR YOUR PAYMENT OBLIGATIONS UNDER SECTION 5, EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, OR CLAIMS FOR ATTORNEYS’ FEES AND OTHER LITIGATION COSTS AS A PREVAILING PARTY IN ANY ACTION, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER DUE TO NEGLIGENCE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY YOU TO VU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

(b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16. MODIFICATIONS TO TERMS

Vu reserves the right to modify these Terms at any time. If we make material changes to these Terms, we will notify you by:

(a) Posting the updated Terms on our website with a new “Last Updated” date at the top of these Terms;

(b) Sending you an email notification to the email address associated with your Account; and/or

Your continued use of the Services after the effective date of any modifications to these Terms constitutes your acceptance of such modifications. If you do not agree to the modified Terms, you must stop using the Services and cancel your Subscription as provided in Section 11.2.

We encourage you to review these Terms periodically to stay informed of any updates.

17. DISPUTE RESOLUTION AND ARBITRATION

17.1 Informal Dispute Resolution

If a dispute arises between you and Vu relating to these Terms or the Services, the parties shall promptly hold a meeting or conference call, attended by persons with decision-making authority regarding the dispute, in an attempt in good faith to negotiate a resolution of the dispute. No such meeting or negotiation shall be deemed to vitiate or reduce the obligations and liabilities of the parties or be deemed a waiver by either party of any remedies to which such party would otherwise be entitled.

17.2 Binding Arbitration

If the dispute is not resolved within thirty (30) days after the commencement of informal negotiations as described in Section 17.1, or if no negotiations are commenced within sixty (60) days after one party notifies the other party of such dispute, then either party may initiate binding arbitration as the sole means to resolve the dispute.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND VU HAVE AGAINST EACH OTHER ARE RESOLVED.

(a) Arbitration Rules: The arbitration shall be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, except as modified by these Terms. The arbitrator shall be selected in accordance with AAA rules.

(b) Arbitration Location: The arbitration shall take place in Hillsborough County, Florida, or at such other location as the parties may mutually agree.

(c) Arbitration Fees: Each party shall bear its own costs and expenses in connection with the arbitration, including attorneys’ fees. The parties shall share equally the fees and expenses of the arbitrator, unless the arbitrator determines that one party is the prevailing party, in which case the non-prevailing party shall bear all such fees and expenses.

(d) Arbitration Award: The arbitrator’s decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

(e) Exceptions to Arbitration: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or confidential information.

17.3 Class Action Waiver

YOU AND VU AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND VU AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

17.4 Opt-Out Right

You have the right to opt out of the arbitration provisions set forth in this Section 17 by sending written notice of your decision to opt out to service@vustudio.com within thirty (30) days of the date you first accept these Terms. If you opt out, all other terms of these Terms will continue to apply, and any disputes will be resolved in accordance with Section 18 below.

18. GOVERNING LAW AND VENUE

18.1 Governing Law

These Terms, and any disputes arising out of or related to these Terms or the Services, shall be governed exclusively by the internal laws of the State of Florida, without regard to its conflicts of laws principles.

18.2 Exclusive Venue

Subject to the arbitration provisions in Section 17, the state and federal courts located in Hillsborough County, Florida, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or the Services. Each party hereby consents to the exclusive jurisdiction and venue of such courts.

18.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

19. GENERAL PROVISIONS

19.1 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

19.2 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

19.3 Notices

Except as otherwise specified in these Terms, all notices, permissions, and approvals required or permitted under these Terms shall be in writing and shall be deemed given:

(a) When delivered personally;

(b) When sent by confirmed email to the email address you provided during registration (for notices to you) or to service@vustudio.com (for notices to Vu);

(c) One (1) business day after deposit with a nationally recognized overnight courier, with written verification of receipt; or

(d) Three (3) business days after deposit with the U.S. Postal Service, if sent by certified or registered mail, return receipt requested.

You are responsible for ensuring that your email address on file with Vu is current and accurate.

19.4 No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

19.5 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in full force and effect.

19.6 Assignment

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Vu (not to be unreasonably withheld). Any attempted assignment in violation of this Section shall be null and void. Vu may freely assign or otherwise transfer its rights and obligations under these Terms without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

19.7 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

19.8 Export Compliance

The Services and Software may be subject to export control laws and regulations of the United States and other countries. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

19.9 U.S. Government Rights

The Services and Software are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Services and Software as are granted to all other end users under these Terms, in accordance with 48 C.F.R. § 12.212 (for non-Department of Defense entities) and 48 C.F.R. §§ 227.7201-3 (for Department of Defense entities).

19.10 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Vu concerning the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

19.11 Interpretation

The headings used in these Terms are included for convenience only and shall not affect the interpretation of these Terms. As used in these Terms, “including” means “including but not limited to.”

19.12 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall control in the event of any conflict or inconsistency.

20. CONTACT INFORMATION

If you have any questions, concerns, or complaints about these Terms or the Services, please contact us at:

Vū Technologies, Corp.

2127 University Square Mall, #201

Tampa, FL 33612

Email: service@vustudio.com

Phone: [INSERT PHONE NUMBER]

Website: vustudio.com

BY CLICKING “I AGREE,” “SIGN UP,” OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

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Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ttps://app.frame.io/account. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT AND THAT WE MAY PARTICIPATE IN PROGRAMS TO TRY TO UPDATE YOUR PAYMENT INFORMATION IN ORDER TO CHARGE YOU FOR AMOUNTS OWED UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, which can be done through your Account Settings, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account Settings. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us via Support.

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.