Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Vuely, Inc. ("Vuely," "we," "our," or "us") concerning your access to and use of the Vuely platform, including our website at vuely.app, our studio application at studio.vuely.app, our mobile application, and all related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

Vuely provides a cloud-based platform for signage businesses to:

• Conduct and manage site surveys with photo capture and measurements
• Create professional sign mockups using our mockup editor
• Generate client-ready proposals and presentations
• Manage projects and collaborate with team members
• Access the platform via web and mobile applications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Ensuring your account information remains accurate and up-to-date

3.2 Account Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By creating an account, you represent and warrant that you meet these requirements.

3.3 Organization Accounts

When you create an organization account, you agree that:

• You have the authority to bind the organization to these Terms
• You are responsible for managing team member access and permissions
• All team members must comply with these Terms
• You are liable for all activities conducted through your organization account

4. Subscription Plans and Billing

4.1 Subscription Tiers

Vuely offers multiple subscription plans with different features and limitations. Plan details, pricing, and features are available on our pricing page and may be updated from time to time.

4.2 Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by law or as explicitly stated
• You authorize us to charge your payment method on each billing cycle
• Failure to pay may result in suspension or termination of your account
• You are responsible for any taxes, duties, or government fees associated with your subscription

4.3 Plan Changes and Cancellation

You may upgrade, downgrade, or cancel your subscription at any time through the billing portal. Changes take effect at the start of the next billing cycle. Upon cancellation:

• You retain access until the end of your current billing period
• No prorated refunds are provided for partial billing periods
• Your data will be retained for 90 days after cancellation

4.4 Price Changes

We may modify subscription prices with at least 30 days' notice. Price changes will take effect at your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new pricing.

5. User Content and Data

5.1 Your Content

You retain all ownership rights to the content you upload, create, or store in the Service ("Your Content"), including:

• Project data and mockup designs
• Site survey photos, measurements, and notes
• Proposals and presentations
• Any other materials you create or upload

5.2 License to Vuely

By uploading Your Content to the Service, you grant Vuely a limited, worldwide, non-exclusive, royalty-free license to:

• Store, process, and display Your Content to provide the Service
• Make backups and copies necessary for operation and security
• Use Your Content to improve and develop the Service
• Share Your Content with team members within your organization as you configure

This license terminates when you delete Your Content or close your account, except for copies retained in backups for up to 90 days.

5.3 Content Restrictions

You agree not to upload, create, or share content that:

• Violates any third-party intellectual property rights
• Contains malware, viruses, or malicious code
• Is illegal, fraudulent, or misleading
• Contains hate speech, harassment, or discriminatory content
• Violates any applicable laws or regulations

5.4 Data Backup and Security

While we implement security measures to protect Your Content, you are responsible for maintaining independent backups of critical data. We are not liable for any loss or corruption of Your Content.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers connected to the Service
• Use automated systems to access the Service without our permission
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Remove or modify any proprietary notices or labels on the Service
• Use the Service to send spam, unsolicited communications, or malicious content
• Impersonate any person or entity or misrepresent your affiliation
• Share your account credentials with unauthorized third parties

7. Intellectual Property Rights

7.1 Vuely's Rights

The Service, including its design, features, functionality, source code, and all related intellectual property rights, are owned by Vuely or our licensors. The Vuely name, logo, and all related marks are trademarks of Vuely, Inc.

7.2 Limited License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

7.3 Restrictions

You may not copy, modify, distribute, sell, or lease any part of the Service or attempt to create derivative works based on the Service without our express written permission.

8. Third-Party Services and Links

The Service may integrate with or provide links to third-party services, including:

• Clerk for authentication
• Google Maps for location services
• Payment processors for billing

We are not responsible for the content, accuracy, or practices of third-party services. Your use of third-party services is governed by their respective terms and privacy policies.

9. Disclaimers and Limitations of Liability

9.1 Service Provided "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• The Service will meet your requirements or expectations
• Any errors or defects in the Service will be corrected
• The results obtained from the Service will be accurate or reliable

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VUELY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to use) the Service
• Any conduct or content of any third party on the Service
• Unauthorized access, use, or alteration of your content
• Any interruption or cessation of the Service

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO VUELY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $100, WHICHEVER IS GREATER.

10. Indemnification

You agree to indemnify, defend, and hold harmless Vuely, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your Content or any content uploaded through your account

11. Termination

11.1 Termination by You

You may terminate your account at any time through the billing portal or by contacting support. Upon termination:

• Your access to the Service will cease at the end of your billing period
• Your data will be retained for 90 days before permanent deletion
• No refunds will be provided for unused portions of your subscription

11.2 Termination by Vuely

We may suspend or terminate your account immediately, without prior notice, if:

• You violate these Terms or our Acceptable Use Policy
• Your account is involved in fraudulent or illegal activity
• We are required to do so by law
• Continued provision of the Service becomes impractical or unlawful

11.3 Effect of Termination

Upon termination, all licenses granted to you under these Terms will immediately cease. Provisions that by their nature should survive termination (including ownership provisions, warranty disclaimers, indemnity, and limitations of liability) will survive.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before filing a claim, you agree to contact us at support@vuely.app to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

12.2 Binding Arbitration

If informal resolution fails, any disputes arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration will be conducted in Utah, and judgment on the arbitration award may be entered in any court having jurisdiction.

12.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Utah, United States, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Utah County, Utah for any disputes not subject to arbitration.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

If you do not agree to the modified Terms, you must stop using the Service and cancel your account before the changes take effect.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Vuely regarding the Service and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

15.4 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms without restriction.

15.5 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, 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.

15.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between you and Vuely.

16. Contact Information

If you have any questions about these Terms, please contact us: