We nurture creativity and turn the aspirational into the achievable. At VSCO, we believe that there’s a creative spark within all of us and that everyone, at heart, is a creator. Welcome to the VSCO community!

These Terms of Use (“Terms” or “Agreement”) between you and Visual Supply Company (“VSCO”), apply to your use of any of our websites, mobile apps, products, or services, including VSCO Hub and our AI Services (our “Services”). These Terms apply to everyone who accesses our Services, whether as registered users or guests (each a “Creator” or “you”). Additionally, if you use VSCO Hub, the VSCO Hub Agreement applies to you.

We’ve removed legal language where possible to make it easier for you to understand your rights and obligations regarding our Services. Since these Terms (which include our Community Guidelines) form a binding legal agreement between us, we included certain legal language where necessary. Please read these Terms carefully.

By using our Services, you agree to:

• Follow the Community Guidelines at all times while accessing or using our Services, including your use of any AI Services (defined below); and
• Our collection and use of personal data as described in our Privacy Policy.

If you do not agree to these Terms, then you can choose to not use our Services.

‍We respect and value the intellectual property rights of others and comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). You can notify us and request removal of your copyright protected work through the form provided in our DMCA Policy, which is incorporated into these Terms.

_{‍Arbitration Notice:} These Terms describe how disputes between you and VSCO will be resolved. With limited exceptions, disputes must first be resolved through an informal claims resolution process. If disputes are not resolved through this process, they will be submitted to binding and final arbitration. You may pursue claims and seek relief against us only on an individual basis and not as a representative plaintiff or class member. You also waive your right to resolve claims in court proceedings and to a jury trial, except in specific cases. You may opt out of this Arbitration Agreement as further explained in Section 13.

1. USE OF OUR SERVICES

There are some ground rules you must follow that are intended to protect the VSCO community.

Service Rules. Be reasonable and responsible. Don’t do anything that is illegal or could harm our Creators, VSCO, our Services, or any user of our Services. When using our Services, you are responsible for your interactions with others. For example, don’t do the following while using our Services:‍

• _{Harm others} (including impersonating or violating another’s rights or collecting anyone else’s personal information; or sending spam or other unsolicited communications);
• _{Use, copy, make derivatives of, distribute, or exploit our Services or any content available through our Services for any unauthorized purpose} (including “scraping” information or content; decompiling or reverse engineering our Services; framing, hotlinking, or using similar techniques to include VSCO Marks (defined below), our Services, or any other person's Content (defined below); training artificial intelligence (“AI”) models on our content or Content without VSCO’s prior written consent; uploading content you receive through our Services (including another person's Content) into any AI tools (including generative AI), bots, software, or other external applications; or otherwise hosting our Services or any other person’s Content on another site, in each case, other than your own and without VSCO’s prior written consent);
• _{Attempt any technological attack} (including accessing information regarding our Services’ underlying infrastructure; causing a large load on our infrastructure, such as through “robots,” “spiders,” and other automated systems; interfering with our Services; bypassing measures we use to restrict access to our Services; accessing or deciphering any unauthorized content or transmissions; or uploading viruses, worms, or other harmful agents); or
• _{Use our Services for any purpose that is fraudulent or prohibited by these Terms or any laws}.

Eligibility. You must be at least 13 years old to use our Services (or an older minimum age for specific Services as we identify) and legally agree to and comply with these Terms.

VSCO Account. To access certain Services, you’ll need to create your own VSCO account (“Account”). You can customize your Creator profile and your interactions with our Services on your “Account Settings” page. Your Account information should be kept up-to-date and accurate. You may not share your Account with another person or use another person’s Account.

Account Ownership. Aside from the rights you have in your Content as described below, your Account, including any sites or URLs you create through VSCO, is owned by VSCO, which means you have no ownership or other rights in or to your Account.

Third-Party Accounts. You may be able to register your Account using a valid third-party account (a “Third-Party Account”) through a social sign-on option and by providing us access to such Third-Party Account. If a Third-Party Account or associated service becomes unavailable, or our access is terminated by you or the third-party service provider, then your Account and your content in such Third-Party Account will no longer be available through our Services. We aren’t responsible for any content or personal information such third-parties may provide us that is in violation of your privacy settings for such accounts.

Interactions with Other Creators and Their Creator Content. You are solely responsible for your interactions with other Creators and Content. We aren’t liable for interactions between you and other Creators or their Content. 

Changes to Our Services. We reserve the right to change our Services, including the availability of certain features and the pricing for our Services, at any time and at our sole discretion.

2. YOUR CONTENT

We are a Creator-centric platform, and we respect Creator’s rights to the Content you and others create. These Terms provide us certain license rights to the Content you create, post, or distribute on our Services so that we can provide and promote our Services and business(for example, feature your Content on our website, VSCO Collection, VSCO Challenges, or share on our social channels) to you and others. You are responsible for your Content and actions on our Services. Be respectful and responsible in accordance with our Community Guidelines.

Creator Content. Our Services allow you to post, publish, submit, upload, share, or otherwise make available on our Services content, such as profile pictures, images, music, videos, comments, questions, messages, designs, and works of authorship, and you may also provide similar content as a part of our promotions that feature Creators (all of which we refer to as “Creator Content”). You own your Creator Content that you post on our platform. The ownership and licensing of your Creator Content that you create pursuant to a transaction with a VSCO Hub Customer (defined below) will be determined by your own separate agreement with any VSCO Hub Customer.

AI Prompts and Outputs. Our Services may contain features that utilize AI and deep learning platforms, algorithms, tools, and models (our “AI Services”) to generate outputs (“Outputs”) based on the content, prompts, and other inputs you submit to it (collectively, “Prompts” and together with “Outputs,” “AI Content”). As between you and VSCO, to the extent permitted by law, you own your AI Content. You are solely responsible for all Prompts that you make available through or to our AI Services and for following any applicable policies with respect to such Prompts. You represent that you own or have sufficient rights to provide us with such Prompts for use in accordance with these Terms. The AI Services we provide may include tools, services, platforms, models, or functionality provided by third parties (“Third Party Services” and such parties, “Third Party Providers”). VSCO does not have responsibility or liability for any acts or omissions of any Third Party Providers or for any Third Party Services.

License You Grant to Us. By using our Services, you grant us a royalty-free, sublicensable, non-exclusive, perpetual, irrevocable, worldwide license to use, reproduce, distribute, publicly perform, publicly display, and make derivative works of your Creator Content and AI Content (collectively, “Content”), including the name, image, voice, or likeness of any individual included in your Content, in whole or in part, and in any form, media or technology, whether now known or developed in the future. This license includes the right to use certain Content for Creator Promotion (defined below) and to develop, train, and improve AI or machine learning models as further described in our Creator Content Standards. By submitting your Content to any part of our Services, you consent to us identifying you by your VSCO username (which may be a pseudonym) in connection with your Content. You waive any moral or other author’s rights you may have in connection with any of these uses of your Content.

Creator Promotion. If you participate in our programs involving the promotion or featuring of Creators (all of which, we refer to as “Creator Promotion”), you grant us the right and license to use the trade names, trademarks, service marks, publicity rights, privacy rights, persona, performance, recordings, biographical information, indicia of identity, and logos associated with you, as well as any of your Creator Content, in connection with our Creator Promotion.

License Grant to Other Creators. You grant each Creator a non-exclusive license to access your Content through our Services and to use, reproduce, distribute, display, make derivative works of, and perform such Content as permitted by our Services and this Agreement, solely for non-commercial purposes and solely in connection with such Creator’s use of our Services. You are not granted any rights to use another Creator’s Content without attribution, for commercial purposes without prior written authorization or consent, or to distribute or scrape Content in violation of these Terms or our Community Guidelines.

Anti-Piracy Enforcement. VSCO strives to be a place where creativity flourishes. To that end, we’re committed to protecting the intellectual property of VSCO and our Creators. To enable this protection, you authorize VSCO and our anti-piracy service providers (such as law firms) as your agents for the purpose of enforcing your intellectual property rights in your Content. You grant VSCO and our anti-piracy service providers authority to send or file notices on your behalf to enforce your intellectual property rights in your Content. However, you understand that we aren’t obligated to take such action.

No Storage. We aren’t obligated to store any of your Content posted to our Services and may permanently delete your Account or your Content in accordance with our general business practices.

3. CONTENT MODERATION AND ENFORCEMENT

Community Guidelines. Follow our Community Guidelines at all times. If you post, share, or distribute your Content or take any action using our Services that violates our guidelines, your Account may be suspended, or your Content may be deleted. We have the right to remove any Content that we believe, in our discretion, violates these Terms or our Community Guidelines or is otherwise inappropriate for our Services. In some cases, we also have an obligation to report any content or conduct that is illegal to the appropriate authorities.

Rights and Permissions. If you post, share, or distribute any Content, you represent and warrant that you have all necessary rights and permissions in your Content for it to be used in accordance with these Terms without violating the rights of others. All Content is subject to our DMCA Policy.

Responsibility for Your Content. You are solely responsible for your Content and any issues that may result from your posting of your Content. You acknowledge that certain Content you post on our Services is generally made public and can be seen and used by us and others, unless otherwise allowed by our Services and these Terms. 

Content Moderation. We support the freedom of our Creators to express themselves, and as a result, do not conduct generalized monitoring of all Content. However, we may use tools to proactively detect certain content. For example, we use classifiers to proactively detect illegal content and content that violates these Terms and our Community Guidelines. Creators can report Content posted by other Creators. Please see our Safety Center for more information on our reporting and enforcement process.

Recommender Systems. We use recommender systems to support your creative journey and help you build your community. For example, we present Content that we think you would be inspired by, recommend presets and other editing tools for a specific piece of Content, and suggest Creators and Content for VSCO Hub Customers. This article on “How VSCO's Search and Recommender Systems Work” contains more details about these recommender systems.

Suspensions. If we suspend your Account due to a violation of these Terms, including our Community Guidelines, this action will be permanent, unless and until you make a successful appeal.

4. YOUR RIGHTS WITH RESPECT TO OUR SERVICES

You have a limited right to use our Services. From time to time, we may also give you access to Beta Services.

VSCO Services. Subject to these Terms, we grant you a non-exclusive, limited, non-transferable, freely revocable license to use our Services on your devices for your personal and internal use only as intended and as allowed by our Services. To use our websites or mobile apps, you must have a compatible device. We may, from time to time, require you to upgrade your version of our mobile app. In all instances, we (or our third-party partners) keep all right, title, and interest in our websites and mobile apps (including all copies).

Beta Services. We may offer certain Services that allow you to access and use certain features, technologies, or services that are not yet commercially released, including demonstrations and previews of pre-alpha, alpha, or beta products (collectively, our “Beta Services”). You have a limited license to use any Beta Services we make available to you, which will automatically terminate upon the release of a generally commercially available version of the Beta Services (“Beta Period”). We may revoke or modify access to any Beta Services at any time for any reason. Our Beta Services (including any information or data about or relating to them), and your feedback is our confidential information (our “Beta Confidential Information”). If you use any of our Beta Services, you agree: (a) to keep all Beta Confidential Information strictly confidential; (b) not to use any such information for your own use or for any purpose outside of those allowed by us; and (c) to promptly delete and destroy all such information, upon our request or upon expiration of any Beta Period.

5. VSCO’S PROPRIETARY RIGHTS

We own rights in and to all of our VSCO Property and VSCO Marks. Do not use these without our prior written permission. Also, if you give us ideas related to our Services or business, you grant us the right to use them, including incorporating them into our Services and business.

VSCO Property. Visual Supply Company, VSCO, and all related graphics, logos, service marks and trade names used on or in connection with our Services (“VSCO Marks”) are our trademarks. Except for Content, our Services and all associated materials and intellectual property rights, including software, images, text, photos, audio, videos, music and VSCO Marks (“VSCO Property”) are our (or our licensors’) exclusive property. To be clear, other Creators own their own Content, and you own your Content. Except for the specific licenses we grant you under these Terms, we are not providing or granting you licenses to any intellectual property rights. Use of VSCO Property for any purpose not specifically allowed by these Terms is strictly prohibited.

Feedback. You may choose to, or we may invite you to submit feedback, comments, suggestions, or improvements about us, our Services, our Beta Services, or our other products or services (“Feedback”). If you choose to provide Feedback, you grant us a royalty-free, sublicensable, non-exclusive, perpetual, irrevocable worldwide license to use or otherwise legally use, modify, and distribute any Feedback as we determine without restriction.

6. PAID SERVICES

Certain products or services offered on or through our Services, such as presets, features, and storage of Content, may be provided for a fee or other charge, such as a VSCO membership (each a “Paid Service”). If you purchase a Paid Service that is a subscription (a “Subscription”), it will automatically renew until you cancel it.

Fees. You agree to pay all fees or charges to your Account according to the billing terms in effect at the time a fee or charge is due. You may download or purchase our Services from an approved third-party mobile app store or website (“App Marketplace”). We may add new products and services for additional fees or change fees for existing products and services at our discretion. Any changes to our prices and billing methods will be effective immediately upon posting of a notice on our Services or by email delivery to you. Any increased fees for existing Subscriptions will apply only to future charges beginning on your next billing period.

Payment. You may need to provide us, our third-party payment service provider, or an App Marketplace with valid credit card information or other permitted payment method (“Payment Information”). You authorize us, our third-party payment service provider, or the App Marketplace to charge your Payment Information for all amounts due and payable for the products and services you purchase from us. All financial transactions processed by our third-party payment service provider or by the App Marketplace will be subject to their respective terms and conditions. We aren’t responsible in any event for the actions or inactions of the App Marketplace or any third-party payment service provider. Any billing and fee disputes may require resolution between you and the App Marketplace or applicable third party directly. Upon your Subscription renewal, if we, our payment processor, or the relevant App Marketplace do not receive payment via your Payment Information, you agree to pay all amounts due on your Account upon request. We or the App Marketplace may either cancel or suspend your Subscription and continue to attempt to charge your Payment Information until payment is processed.

Automatic Subscription Renewals. Subscription fees will be billed by us or the App Marketplace at the start of your Subscription or at the end of any free trial period (as applicable), and your Subscription will renew in accordance with the Subscription terms you selected at purchase. The timing of billing may change at any time. After your initial or subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional similar period at our then-current price. Your Account will continue to be charged for automatic renewals (even if you terminate your Account), unless you cancel your Subscription prior to the Renewal Commencement Date.

Canceling Your Subscription. You can cancel your Subscription or opt out of any auto-renewal of your Subscription at any time in the manner described at the link here. Cancellation of your Subscription will be effective at the end of your then-current Subscription term, and your Subscription will not be renewed after your then-current Subscription term. You will not be eligible for a refund for any prorated fees you paid for the then-current Subscription term. We do not control and are unable to provide refunds for Subscriptions purchased through App Marketplaces.

Free Trials. Certain Subscription offers may include a free trial prior to processing any charges. We will communicate the trial period to you via our Services. If you decide to cancel your Subscription before we attempt to charge your authorized payment method, you must cancel your Subscription before the free trial ends. If you do not cancel before this time, you are responsible for payment for the full Subscription period.

Monetization Features. From time to time, our Services may provide monetization products or features, including products or features that enable eligible Creators to exchange payments with others on our platform, allow Creators or third parties to engage Creators for creative services, or enable Creators to license their Creator Content to third parties. These features, their usage, and the payment and receipt of such amounts will be governed by any supplemental terms that we update or provide from time to time. Any compensation for your activities on VSCO Hub will be solely determined between you and any VSCO Hub Customer with whom you enter into an agreement.

Taxes. We or the App Marketplace, may charge you, and you agree to pay, for any fees and applicable taxes related to your Account or your use of our Services. If we determine we have a legal obligation to collect applicable taxes from you, we will collect them in addition to your payment for any Paid Services. Additionally, you are solely responsible for paying all taxes that may apply to you resulting from any transactions between you and any VSCO Hub Customer.

7. PRODUCT-SPECIFIC TERMS

VSCO Hub. By participating in VSCO Hub, you will be included in our search results shared with individuals, businesses, or organizations (“VSCO Hub Customers”) interested in hiring or commissioning a Creator or licensing Creator Content. VSCO Hub Customers may reach out to you for business opportunities. You are solely responsible for your interactions and transactions with VSCO Hub Customers, and we aren’t liable for your conduct or the conduct of any VSCO Hub Customer. We do not negotiate, enforce, mediate, or otherwise participate in any agreement between you and a VSCO Hub Customer and are not responsible for any disputes between you and a VSCO Hub Customer.

VSCO Hub Brand Challenges. We collaborate with brand partners from time to time on certain brand challenges (“Brand Challenges”). Brand Challenges allow Creators to submit Creator Content in response to a prompt published by VSCO or our partners with the opportunity to be selected and receive payment from the partner for the use of Creator Content. If you are selected for a Brand Challenge, then, in order to remain eligible, you will need to sign any agreements requested by VSCO to grant a license to the participating brand for use of your Creator Content. Brand Challenges are subject to these Terms, the Community Guidelines, and additional rules, as applicable.

User Research Participation. If you choose to participate in voluntary research discussions, you agree to keep all information about VSCO (such as our future product plans) that you may receive in connection with any research discussion strictly confidential and, if asked, to return or delete all such confidential information. We may record you during research discussions to save time and better understand your Feedback. You give us consent to record your image, voice, likeness and activities during research discussions through photographs, videos, audio recordings, written notes, or any other method. You agree that VSCO exclusively owns such recordings and is free to use them for research, development, or other similar purposes without restriction.

8. THIRD-PARTY LINKS

From time to time, we, or other Creators, may include third-party links or integrations on our Services, or provide plug-ins from third-party services that link back to our Services (“Third-Party Links”). We do not control and are not responsible for third-party products, services, or content made accessible via those Third-Party Links. By accessing any such Third-Party Links, you agree to be bound by such third party’s terms and conditions. Find more information about our Product Partnerships here.

9. INDEMNITY

You are responsible for all your activities while using our Services, including what you copy, share, upload, download, attach, send, receive, and record and any harmful or unlawful content or conduct. You will also be liable for any related costs, damages, or other effects.

You agree to defend, indemnify, and hold us, our subsidiaries and other affiliated companies, and our respective subsidiaries, employees, contractors, agents, officers, and directors harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (a) your use of and access to our Services; (b) your violation of this Agreement or our Community Guidelines; (c) any damage or violation of any third-party right, including rights of publicity, privacy, or intellectual property right caused by you or your Content; (d) your violation of any applicable law, rule, or regulation; (e) your use of or access to any Third-Party Links or your dealings with such third parties; or (f) your interactions with a VSCO Hub Customer.

10. NO WARRANTY

Our Services (including Beta Services) are provided to you on an “as is” and “as available” basis, and they may be interrupted or unavailable at times.

You expressly understand and agree that to the extent permitted by law, your use of our Services is at your sole risk. To the maximum extent permitted by law, we expressly disclaim all warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from us or through our Services will create any warranty not expressly stated in these Terms.

Without limiting the foregoing, we (including our subsidiaries and licensors) do not warrant that any VSCO Property, our Services, or content is accurate, reliable, or correct; that our Services will meet your requirements or will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that our Services are free of viruses or other harmful components. We do not guarantee any results from your use of the Services. You assume the risk for any content you obtain through our Services.

Without limiting the disclaimers set forth in these terms, you acknowledge that any Outputs are based on your Prompts, and that we have no control over any such Prompts. Accordingly, all Outputs are provided “as is” and with “all faults.” We make no representations or warranties of any kind or nature with respect to any Prompts or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. You assume the risks associated with your use of our AI Services and any Outputs and are responsible for reviewing any Outputs and exercising your judgment as to its suitability. We do not guarantee that your use of our AI Services or Output will comply with applicable laws and regulations or that future laws and regulations will not impact your use thereof. You are solely responsible for ensuring that your use of our AI Services and any Output complies with all applicable laws.

11. LIMITATION OF LIABILITY

We are responsible only to the limited extent specifically stated in these Terms for any damages that occur from your use of our Services.

Exclusion of Liability. In no event will we (including our affiliates, agents, directors, employees, suppliers, or licensors) be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages relating to these Terms or from our Services, including damages for loss of profits, lost business opportunities, reputation, loss of data, or any theory of liability.

Limitation on Damages. In no event will we (including our affiliates, agents, directors, employees, suppliers, or licensors) be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding amounts you paid to us during the 12 months preceding the events giving rise to the claim or US $100.00, whichever is greater.

Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between you and VSCO. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.

12. TERM AND TERMINATION

You can terminate your Account whenever you choose. We may terminate your Account at any time for any reason. Termination of your Account does not cancel your Subscription. If your Account is terminated by you or by us, you must separately terminate your Subscription in the manner described here.

Term. These Terms apply beginning on the date you first used our Services or the date you accepted these Terms, whichever came first, and will continue to apply until terminated.

Termination of Services by VSCO. We may terminate this Agreement or your ability to access or use any or all of our Services at any time for any reason, including if payment cannot be charged to your Payment Information for any reason, if you have violated these Terms or if we are legally required to do so. You will not be entitled to a refund if we terminate your Account or your access to our Services due to your violation of these Terms.

Termination by You. If you want to terminate this Agreement, you can do so by deleting your Account and terminating all your Subscriptions.

Survival. All provisions of this Agreement that need to continue will continue following the termination of this Agreement, including ownership provisions, warranty disclaimers, arbitration and governing law, and limitations of liability.

13. INFORMAL CLAIM RESOLUTION

Informal Claim Resolution First. VSCO is committed to creating a Creator-first experience. We want to work with you to resolve any disputes relating to these Terms or our Services informally. Before pursuing formal resolution of any dispute, you agree to give us an opportunity to resolve any disputes by contacting “VSCO Legal Department: Claims Resolution,” by mail to 548 Market Street, Suite 92958, San Francisco, California 94104-5401, with a copy to disputes@vsco.co. You must include information about the nature of your claim, the amount involved, if any, and the remedies you are seeking. We both agree to use good faith and reasonable commercial efforts to resolve any such claims. If the dispute is not resolved within 60 days from the date we receive your notice, you may seek relief through binding arbitration.

14. ARBITRATION AGREEMENT

Please read the following arbitration agreement (“Arbitration Agreement”) carefully. This section provides that you and VSCO agree to resolve all disputes between us through binding arbitration and includes a class action and jury waiver. This Arbitration Agreement supersedes all prior versions.

Arbitration Notice and Agreement. This Arbitration Agreement requires you to arbitrate disputes between you and VSCO, which means you will only be able to pursue claims and seek relief against us on an individual basis through arbitration. You are also waiving your right to seek relief in a court of law and to have a jury trial. This Arbitration Agreement will continue to apply even if you delete, or we suspend or terminate, your Account.

Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of our Services, to any products sold or distributed through our Services, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that you and VSCO can seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade secrets, copyrights, and patents), any illegal or intentional act affecting the accessibility, functionality, or the security of our Services, or any illegal or intentional act against your interests or VSCO’s general business interests. This Arbitration Agreement applies, without limitation, to all disputes or claims and requests for relief that originated before the effective date of this Agreement or any prior version of this Agreement. You agree to this Arbitration Agreement as a condition of your use (or continued use) of our Services every time it is changed or updated.

Arbitration Rules and Forum. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”), including its procedural provisions, in all respects, applies to the interpretation and enforcement of this Arbitration Agreement. The following rules and procedures shall apply to any arbitration proceeding brought under these Terms:

• Arbitrations will be administrated by NAM in accordance with their Comprehensive Dispute Resolution Rules and Procedures available at https://www.namadr.com/resources/rules-fees-forms/, except as modified by these Terms.
  
• The arbitration will be conducted by a professional arbitrator(s) with substantial experience in resolving commercial disputes. The arbitrator will be selected pursuant to NAM’s standard process as described in NAM’s Comprehensive Dispute Resolution Rules and Procedures.
  
• If a claim seeks equitable relief (including injunctive relief), the parties agree to bifurcate the proceeding and that the arbitrator has the authority to rule on liability first, before conducting any proceedings (including discovery) related to the appropriate relief.
  
• The arbitration will occur through the submission of documents to one arbitrator. If the arbitrator determines that a hearing is necessary, the hearing will be conducted remotely by telephone or videoconference. If the arbitrator determines that an in-person hearing is necessary, the hearing will take place in a county in the U.S. where you reside or a mutually agreed upon location.
• Unless required by applicable law, the arbitration proceeding and all records pertaining to it, including but not limited to any documents prepared or produced in connection with the proceeding, the hearing, and/or the arbitration award, will be confidential and will not be disclosed to any third party, except to obtain court confirmation of any arbitration award as needed.

Any judgment not satisfied on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Initiating an Arbitration Claim. To begin an arbitration proceeding after complying with the informal dispute resolutions provided above, you must send a Demand for Arbitration, including a copy of these Terms and a description of your dispute to National Arbitration and Mediation at 990 Stewart Avenue, First Floor, Garden City, NY 11530 (“NAM”), with copies to (a) VSCO at disputes@vsco.co, and (b) our registered agent at CT Corp, 1209 Orange Street, Wilmington, Delaware, 19801. You must also provide a certification that you have complied with the informal dispute resolution provided above, signed by you and counsel who is representing you in the matter.

Arbitration Fees. If VSCO is initiating an arbitration against you, VSCO will pay all costs associated with the arbitration, including the entire filing fee. If you are initiating an arbitration against VSCO, you will be responsible for the nonrefundable initial filing fee. If, however, the amount of the initial filing fee is more than you would have to pay to file a complaint in the United States District Court for the Northern District of California (or, for cases where that court would lack original jurisdiction, the California Superior Court, County of San Francisco), VSCO will pay the difference between the initial filing fee and the amount you would have to pay to file a complaint in court. VSCO will pay both parties’ administrative fee. NAM’s fees are available at https://www.namadr.com/resources/rules-fees-forms/.

Authority of Arbitrator. The NAM arbitrator(s) will have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement; and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. The arbitration proceeding will decide each of your and VSCO’s rights and liabilities, if any. The arbitrator will have the authority to grant motions resolving any claim, to award monetary damages, and to grant any non-monetary remedy or relief available under applicable law, the arbitral forum’s rules, and this Agreement, including injunctive relief. The arbitrator will issue a written award and decision describing the essential findings and conclusions underlying any award, including the calculation of any damages. The award of the arbitrator is final and binding upon both you and VSCO.

Waiver of Jury Trial. You and VSCO both waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury, with the exceptions stated in this Arbitration Agreement. If for any reason a dispute proceeds in court rather than in arbitration, you and VSCO each waive any right to a jury trial. An arbitrator can award the same damages and relief as a court and follow our Arbitration Agreement as a court would.

Waiver of Class or Other Non-Individualized Relief. All disputes, claims, and requests for relief within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class or collective basis. Only individual relief is available. Claims of more than one Creator cannot be arbitrated or consolidated with those of another Creator. If the arbitrator issues a decision that enforcement of these provisions is not applicable to a specific dispute, claim or request for relief, then only those specific issues will be removed and brought into the state or federal courts of the State of California.

Batch Arbitrations. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar disputes, then you and VSCO agree that NAM will administer them in batches of up to 50 claimants each (each a “Batched Claim”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batched Claim. NAM will administer each Batched Claim as a single arbitration with one arbitrator, one set of administrative fees, one hearing held by videoconference or in a location decided by the arbitrator (if applicable), and one final award for each Batched Claim. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batched Claim, it will be severed and arbitrated in individual proceedings. This provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances.

Modification. Notwithstanding anything contrary in these Terms, we agree that if we make any material change to this Arbitration Agreement, we will notify you. Your continued use of our Services, including the acceptance of the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to opt-out@vsco.co, within 30 days after you create your Account or continue using your Account after receiving notice of this Arbitration Agreement. Maintaining your Account requires you to read and accept these Terms and this Arbitration Agreement. _{Your notice must include your name and address, your VSCO username (if any), the email address used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement}. Opting out of this Arbitration Agreement has no effect on any other agreements that you currently have with us, including the rest of these Terms, or may enter in the future with us.

15. ACKNOWLEDGMENT OF IMAGE RECOGNITION TECHNOLOGY

As a part of our Services, we may incorporate computer vision technology that is used for image tagging, enhanced editing, and for providing a more customized experience. This technology does not include, generate, or otherwise process biometric identifiers or biometric information.

16. GENERAL

This section provides important legal information that you should review, including your agreement to receive electronic communications from us.

Assignment. You may not transfer or assign this Agreement, including any rights or licenses granted to you by these Terms. We may assign or transfer this Agreement without restriction.

Changes to the Agreement. These terms are subject to change at any time. If we make material changes to these Terms, we will provide a copy of the updated terms on our Services. Any changes will be effective immediately for new Creators and effective for continuing Creators upon the earliest of: (a) 30 days after posting notice of such changes on our Services; (b) 30 days after dispatch of an email notice or notice delivered through an in-app modal of such changes to you; or (c) your consent to the updated Terms, if applicable.

Your continued use of our Services indicates your acceptance of any changes. If you do not agree to any changes after receiving a notice, cease use of our Services, close your Account, and cancel your Subscriptions. Please regularly check our Services to view the then-current terms.

Electronic Communications. By using our Services, you agree to receive communications from us or our affiliated companies, including via electronic means. Texts, calls or other messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. You consent to receive communications from VSCO in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications, such as messages delivered through in-app modals that VSCO provides to you electronically satisfy any legal requirement that we are communicating to you in writing. The foregoing does not affect your statutory rights. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the Unsubscribe options in any promotional email.

Limitation Period. You and VSCO both agree that any cause of action arising out of or related to these Terms, our Services or any content must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Governing Law and Venue. These Terms and any related action will be governed and interpreted by and under the laws of the State of California, consistent with the FAA, other than conflict of laws principles. To the extent you and VSCO are permitted to initiate litigation in a court, you and VSCO both agree that all claims and disputes between you and VSCO will be litigated exclusively in the state or federal courts located in San Francisco County, California.

Language. These Terms were originally written in English and are to be governed and interpreted in the English language. In the event of a conflict between the English version of these Terms and a version of these Terms translated into another language, the English version will prevail.

Notice. If we require that you provide an email address, you must provide us with your most current email address. If the last email address you provided to us is invalid or is unable to receive our notices, our notice is effective upon dispatch. You can give us notice at the following address: 548 Market Street, Suite 92958, San Francisco, California 94104-5401, Attn: VSCO Legal Department. Notice is effective upon our receipt of delivery by a nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

Trade Controls. You understand and acknowledge that our Services are subject to various U.S. laws and regulations pertaining to sanctions and export controls (“Trade Controls”). Your activities involving our Services must be in compliance with applicable Trade Controls. Unless authorized by Trade Controls, you must not directly or indirectly provide or make our Services available to: (a) persons located in countries or territories that are subject to comprehensive sanctions (presently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic in Ukraine; each an “Embargoed Region”); (b) persons that are prohibited under Trade Controls from receiving our Services (each a “Sanctioned Person”); or (c) for unauthorized end-uses. You represent and warrant that you are not located in an Embargoed Region and are not a Sanctioned Person. You agree to promptly inform us if any of the foregoing representations ceases to be true. You understand and acknowledge that we have the right to terminate this Agreement, which includes suspension of your Account, effective immediately in the event that you violate these Terms, become a person we’re prohibited from dealing with pursuant to Trade Controls, or as required to ensure our compliance with applicable Trade Controls.

Entire Agreement; Severability. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Services, serve as the entire agreement between you and VSCO relating to our Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the remaining valid provisions will be in full force and effect.

No Waiver. No waiver of any term of this Agreement or failure to assert a right or provision will constitute a future or ongoing waiver of such term (or any other term) or such right or provision.

App Stores. If you download and access our Services through the Apple App Store (an “App Store Sourced Software”), you will use only the App Store Sourced Software (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system), and (b) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms of Service. If you download and access our Services from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights on a shared basis within your designated family group. The availability of our Services are dependent on the App Marketplace from which you received a software license, e.g. the Apple App Store or Google Play. You acknowledge that the applicable App Marketplace has no responsibility for furnishing any maintenance and support services with respect to our Services, nor for addressing any claims by you or any third-party relating to the Services, or your possession or use of our Services.

You agree to comply at all times with all terms required by the applicable App Marketplace when using any of our Services, including our mobile app. You acknowledge that the applicable App Marketplace (and its subsidiaries) are third-party beneficiaries of this Agreement.