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ILLUSTO TERMS & CONDITIONS

Highlights: Welcome to illusto! These Terms and Conditions (the “Terms”) are an agreement between you and illusto that set out how our Platform (defined below) must be used.

Details: Toch Inc. (“illusto,” “we”, “us” or “our”) provides the illusto online platform, accessible via https://illusto.com (the “Platform”). These Terms, including any policies, codes of conduct or other terms set out on the Platform govern your access to and use of the Platform and the related services offered by us (collectively, the “Services”).

By using or accessing the Services, you accept these Terms.

WHO CAN USE iLLUSTO

Age Requirements

You must be at least 13 years old, or older than the minimum age where parental consent is required for use of the Services by the laws of your country, to use the Services.

Parent Permission

Highlights: If you are under 18 years old (or the age of legal majority where you live), you may use the Services only with the permission of a parent or legal guardian who agrees to be bound to these Terms. Parents must supervise their children’s use of the Services and make sure that the content on the Services is suitable for their child.

Details: If you are under 18 years old (or the age of legal majority where you live), you may use the Services only with the permission of a parent or legal guardian who agrees to be bound to these Terms.

If you are a parent or legal guardian permitting a person who is under 18 years old or the age of legal majority where they live (a “Minor”) to create an account and/or use the Services, you agree to: (1) supervise the Minor’s use of the Services and their account; (2) agree to be bound to these Terms with respect to and assume all risks associated with, and liabilities resulting from, the Minor’s use of the Services and their account; (3) ensure that the content on the Services is suitable for the Minor; (4) ensure all information submitted to us by the Minor is accurate; and (5) provide the consents, indemnities, representations and warranties contained in the Terms on the Minor’s behalf.

Organisations

If you are using the Services on behalf of a company, your employer, an organisation, government or other legal entity (“Entity”), then “you” means you as the Entity and you represent and warrant that you have the legal authority to bind the Entity to these Terms. If you are accepting these Terms and using the Services on behalf of an Entity, you represent and warrant that you are authorised to do so.

ACCEPTING THE TERMS

Highlights: We are excited to be providing our Services to you! We do have some rules though to use our Services.

You must be 13 years old or the minimum age where parental consent is required for use of the Services by the laws of your country to use the Services. If you are between 13 and 18 (or below the age of legal majority where you live), you may use the Services only with the permission of a parent or legal guardian who agrees to be bound to these Terms.
We explain how illusto handles your personal data in our Privacy Policy. Please look at this to learn about how we will handle your information.
Details:
By accessing or using the Services you:
must be 13 years old or older, or the minimum age where parental consent is required for use of the Services by the laws of your country;
warrant to us you have read the Terms, with your parent or legal guardian (if you are under 18 years old or the age of legal majority where you live), and you understand them;
warrant to us that you have the legal capacity and are fully able and competent to enter into a legally binding agreement with us or (if you are under 18 years old or the age of legal majority where you live) you have your parent’s or legal guardian’s permission to access and use the Services and they have agreed to the Terms on your behalf;
warrant to us that you have read and understand the illusto Privacy Policy, which explains how we collect and handle personal data;
you agree to and abide by the Terms, including any policies, codes of conduct or other terms set out on the Services, every time you use the Services;

SIGNING UP TO THE SERVICES

Highlights: To use the Services, you have to register an Account with us. You must provide us with your accurate name and email. When you register an Account with us, you can choose a Plan you need. If you selected a free Plan, it must only be used for personal purposes. You are responsible for how you use your Account.

Details:

Plans: We provide a variety of plan package options, as set out on the Platform (Plans). Our Plans include personal use Plans and business use Plans with different inclusions, pricing and billing options for you to select from. For example, we may make available on the Platform: (1) Plans that renew on an annual basis, with annual payments (Annual Plans); and (2) Plans that renew on a monthly basis, with monthly payments (Monthly Plans). You must use the free Plan only for personal purposes (and not for business or commercial purposes).
Account: To sign up for the Services you must select a Plan and register for an account (Account). Account creation is subject to our approval. To create an Account, we require that you provide us with information about yourself, such as your name and email. You must provide accurate, current and complete information during the registration process and you must update such information to keep it accurate, current and complete. At our sole discretion, we may refuse to allow any person to register an Account.
Account Owner: Where you choose a Plan and register for an Account, you are the Account Owner and you are responsible for your Account, as set out in these Terms.
Highlights: There is a Team function within certain Plans under the Services. To create or join a Team, you have to have registered an Account with us. Under some Plans a Team Administrator can be assigned. illusto is not responsible for disputes between users that arise from your use of the Services, including the Team function.
Details:
Team Members: As an Account Owner, your Plan may allow you to access the team function, a function that allows Account Owners to share videos within a group of other Account Owners (collectively, a “Team”). An Account Owner can create a Team and invite other Account Owners to join that Team. Account Owners that create and Account Owners that accept a Team invitation are “Team Members”. A Team Member must choose a Plan and register for an Account. As an Account Owner, Team Members are responsible for their Account, as set out in these Terms. At our sole discretion, we may refuse to allow any Account Owner to be a Team Member. Team Members can leave a Team at any time. illusto does not monitor or moderate Team Members’ observance of collegial expectations of Teams that use our Services. illusto is not responsible for Team Member or any user disputes arising from the use of our Services.
Team Administrator: A Plan may allow a Team Administrator to be assigned to a Team under the Teams function. Where a Team Administrator has been assigned, the Team Administrator will be the only Team Member that can add and remove Team Member from the Team.
Some parts of the Services are interactive, and illusto is in no way responsible for the content, information or actions of the users, Account Owners and/or other third parties. You are solely responsible for your interactions and communications with other Account Owners including any sensitive personal information provided by You to such other Account Owners, and any other parties with whom you interact or communicate with through the Services.
Highlights: There are a number of different Plans and user types. You can choose a type of Plan that suits your needs.
Details:
User types: Different Plans allow for different user types. Your user type will determine the type of access (specified in pricing section) we grant for you to use the Services. You can be classified as more than one user type.

INTELLECTUAL PROPERTY

Highlights: We own the Service. You must not copy or sell any Content (defined below). Some Services require you to register an Account with us.

Details:

Our rights in the Services: Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all audio and video stock assets made available by us to you as part of the Services (the “Content”). Your use of our Service and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Service or the Content.
Prohibited Content uses: You must not, except as expressly permitted by these Terms, without the prior written consent of ourselves or the owner of the Content (as applicable): (1) copy or use, in whole or in part, any Content; (2) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party.
Licence to use the Services: We grant the following licences to use the Services to the following user types (each, a “Licence”):
illusto free Licence: Subject to compliance with these Terms, we grant all illusto free Users a non-exclusive, non-transferable, revocable, worldwide licence to use the Services via the Platform.
All other uses are prohibited without our prior written consent
Licence to the Content: Content accessible via the Services or purchased via the Services are solely for use with the Services and are subject to the terms of third party providers.
Highlights: You must only upload and use User Content that belongs to you or have permission to use, if it belongs to someone else. When you upload User Content, other than comments to the Services it will remain your property. Any comments or feedback you provide to illusto will become our property.
Details:
Comments: Any comment, feedback, idea or suggestion (“Comments”) which you provide to us through the Services or otherwise, becomes our property. You agree that we are entitled to use your Comments for any commercial or non-commercial purpose (such as improving the Services, promoting the Services, creating new services) without compensation or obligation to you or to any other person who has transmitted your Comments. If you provide us with Comments, you acknowledge that you are responsible for and have the authority to provide the content of such material including its legality, originality and copyright.
User Content: Excluding Comments, any information or content you provide to us, post, upload, or submit through our Services (“User Content”) remains your property. By providing User Content to us or making available any User Content on or through the Services, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use the User Content, with the right to use, view, copy, retain, transmit, reformat, display, distribute and modify such User Content on, through, or by means of the Services solely for the following purposes: (1) to provide the Services to you; (2) to improve the Services; (3) to monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, including integrated Third Party Inputs (as defined below), in an aggregated and anonymised format; and (4) to keep records and undertaking reporting for our internal business purposes. You represent and warrant that: (1) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases from the relevant third party that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and (2) neither the User Content nor the use, transcoding (converting), posting, uploading, publication, submission, editing or transmission of the User Content by you, our hosting, other required use of the User Content on, through or by means of the Services, or any use by us as permitted by the license above will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. We do not endorse or approve and we do not accept any responsibility for any User Content. We may, at any time at our sole discretion, remove any User Content subject to a takedown notice or other legal claim, or where we otherwise reasonably believe it is in our interests to do so, without prior notice to you.
llegal content: You must not use the Services to process any videos with illegal content. Illegal content is any content that violates the laws applicable to us, to the Services or to you. If we become aware of any usage of the Services for illegal video content you acknowledge that we may inform and collaborate with the relevant law enforcement agencies to ensure any necessary legal steps are taken.
Analytics: Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, including integrated Third-Party Inputs (as defined below), in an aggregated and anonymised format (“Analytics”). We, and our licensors, own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all intellectual property rights in the foregoing.

PRIVACY

Highlights: We explain how illusto handles your personal data in our Privacy Policy. You should look at our Privacy Policy for information on how we will handle your personal data.

ENTITIES AND ENTITY ACCOUNTS

Highlights: Entities are responsible for the use of the Services by the Account Owners using the Services on their behalf (each a “Entity Account”). Entities have the responsibility of ensuring Entity Accounts comply with these Terms.

Details:

Where an Entity (including a corporate or educator user) uses the Services to collect and process an individual’s personal data (including videos that identify a person):

The responsibility of ensuring compliance with the privacy law that applies to the Entity lies with the Entity, specifically:

The Entity may be required to issue an appropriate ‘collection statement’ (also called a ‘privacy notice’) in accordance with the privacy law that applies to the Entity, and
Having regard to the Entity’s ‘collection statement’, the Entity should only use or disclose personal data in a manner consistent with the data protection law that applies to the Entity, and
In accordance with the data protection law that applies to the Entity, the Entity may be required to collect an appropriate form of consent for the collection, use or disclosure of certain personal data, and
Where an Entity collects and processes a child’s personal data, the Entity is responsible for notifying and obtaining adequate parental consent.
We are not liable for unauthorised access, use, disclosure or loss of User Content or any personal data made in error by the Entity resulting from the Entity’s access and use of the Platform and the Services, and
An Entity’s failure to use, or a decision to disable, any privacy enhancing features of the Services or tools is at the Entity’s own risk and liability.
Where an Entity asks us for our cooperation in order to fulfil a legal obligation that applies to the Entity (e.g. investigating a data breach event), we will reasonably assist in a manner consistent with the Terms and our obligations under relevant and applicable privacy laws or other data protection laws as applicable.
An Entity may seek clarification of the Terms and our approach to privacy as set out in the Privacy Policy (e.g. where the Entity is conducting a Privacy Impact Assessment to fulfil an obligation set out in the privacy law that applies to them). This cannot and does not alter or limit the Terms.
Where an Entity seeks to enter into an agreement with illusto in respect of privacy to fulfil an obligation set out in the privacy law that applies to their Entity (e.g. a Data Processing Agreement, or some other agreement), any such agreement cannot and does not alter or limit these Terms.

YOUR RESPONSIBILITIES

Highlights: Don’t give your password details to anyone else or do anything unlawful on our Services. Always ask before uploading another person’s videos to your Account. Don’t use our Services to harass or threaten any person, tamper, or damage the Services or use the Services to send spam.

Details:

Account security: You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, and purchases made using your Account details, whether or not you authorised such activities or actions. You must immediately notify us of any unauthorised use of your Account or login.

Prohibited conduct: By using the Services, you must not violate these Terms or do, or attempt to do, anything that is unlawful; anything prohibited by any laws which apply to the Services or which apply to you or your use of the Services; or anything which might bring us or the Services into disrepute, including but not limited to (1) anything that would constitute a breach of an individual’s rights (e.g., unauthorized sharing or use of videos or other private or personal data or copyrighted material, violating the intellectual property rights or privacy of others or collecting) or any other legal rights; (2) using the Services to defame, discriminate against, harass, abuse, threaten, menace or offend any person; (3) interfering with any user using the Services; (4) tampering with or modifying the Services; (5) knowingly transmitting viruses or other disabling features, or damaging or interfering with the Services, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Services; (6) anything that might violate any local, state, national or other law or regulation or any order of a court, including privacy regulations; (7) using the Services to send spam or phishing; (8) use any data mining robots or other extraction tools; (9) engaging in any activity that is fraudulent, false, or misleading; (10) circumventing any restrictions on access to or availability of the Service; (11) engaging in any activity that exploits, harms, or threatens to harm children; (12) publicly displaying or using the Services to share inappropriate content or material; (13) engaging in activity that is harmful to you, the Services, or others; or (14) facilitating or assisting a third party to do any of the above acts.

To protect the distribution of the Service, we must outline certain limitations on the licensed rights we grant to you. You shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services, except as permitted with respect to Content; (c) access the Services in order to build a similar or competitive website, app, product, or service; or (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services in any form or by any means. All copyright and other proprietary notices on the Services (or on any Content) must be retained.

FEES

Highlights: If you choose a paid Plan, you must pay for that Plan. You can upgrade and downgrade your Plan. If our fees change, we will notify you 15 days prior. If you do not pay for your Plan or if you violate these Terms, we may suspend your Account. To the maximum extent permitted by law, the Plan Fees are non-refundable.

Details:

Plan Fees: If applicable for your Plan, in order to receive the Services outlined in your Plan, you must pay us the fees set out on the Platform in relation to your chosen Plan (Plan Fee). Where you have selected an Annual Plan, you must pay the Plan Fee in advance of the next year from a credit card or bank account using the designated payment systems on the Platform (Annual Payment Date). Where you have selected a Monthly Plan, you must pay the Plan Fee in advance of the next month from a credit card or bank account (Monthly Payment Date).
Refund Policy: If required by the jurisdiction in which you are located, you will be entitled to a cancellation period (a "Cooling-Off Period") of seven (7) days from the day of purchase, with or without cause. If the Services are partly delivered at the time of cancellation, you will get a pro-rated refund. You acknowledge that the Cooling-Off Period ends at the time the Services are fully delivered to you, after which your purchase cannot be refunded. When you purchase digital content from us, you will cease to have the right to cancel from the moment when you begin the download. Unless otherwise provided by applicable law or by a particular Service offer, all purchases are final and non-refundable. If you believe that we have charged you in error, you must contact us and we will investigate the charge. We will evaluate your claim and provide a refund if your claim is found to be legitimate and genuine basis a detailed inquiry conducted by us and our decision on the subject-matter shall be final and binding. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any rights under applicable law.
Upgrades and downgrades: You may upgrade or downgrade your Plan via email or through the Platform.
Annual Plan upgrades and downgrades: For Annual Plans: (1) any additional fees for an upgrade will be billed to you on a pro-rata basis for the remaining period before your next Annual Payment Date and your upgrade will come into effect. You must then pay to us the new Plan Fees on each Annual Payment Date thereafter; and (2) any downgrade will come into effect on your next Annual Payment Date and you must then pay to us the new Plan Fees on each Annual Payment Date thereafter.
Monthly Plan upgrades and downgrades: For Monthly Plans: (1) any additional fees for an upgrade will be billed to you on a pro-rata basis for the remaining period before your next Monthly Payment Date and your upgrade will come into effect. You must then pay to us the new Plan Fees on each Monthly Payment Date thereafter; and (2) any downgrade will come into effect on your next Monthly Payment Date and you must then pay to us the new Plan Fees on each Monthly Payment Date thereafter.
Trials: Your Plan may begin with a trial. The trial period of your Plan will last for the period specified on the Platform. We determine the terms of any trial, including trial eligibility in our sole discretion and we may limit eligibility to prevent trial abuse. We reserve the right to revoke the trial and suspend your Account at any time in the event that we determine that you are not eligible. If you do not cancel during the trial period, we will automatically charge you the Plan Fees for the Plan you have chosen to your chosen payment method on the date the trial ends (Payment Date). If you do not pay the Plan Fee on the Payment Date your access to Plan benefits will finish at the end of the trial period.
Taxes: You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
Currency: All transactions are processed in USA dollars by local and international payment providers. You accept that international payment processing fees may apply from your financial institution. We have no Liability to you for any international payment processing fees.
Fee changes: If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term. You will need to agree to any new offer and price if you want to continue the Services. If your Services are on a periodic basis (for example, monthly), with no specific time length, and isn't a trial offer, we may change the Plan Fees from time to time, such as if we add new or improved Service features, to the extent the costs of providing the Services have increased accordingly, or in response to market changes (for example, due to labour costs, currency fluctuations, changes in taxes/regulations, inflation, licence fees, infrastructure and administrative costs). We will inform you at least 14 days before the price change becomes effective, unless a greater period of notice is required under applicable law. The new Plan Fees will apply to your next payment due after the notice period. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect in accordance with our refund policy above. When we notify you of the price change, if required by applicable law, we'll also inform you of the reasons and scope of the increase in prices and that the new price will become effective if you don't cancel the Services, and we’ll also remind you of how you can cancel the Services.
Failure to pay on time: If any payment is not made in accordance with these Terms, we may (at our absolute discretion) immediately suspend providing you with access to the Services.
Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly), you agree that you are authorizing recurring payments, and payments will be made by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by us. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing illusto to store your payment instrument and process such payments.

THIRD PARTY SERVICES

Highlights: The Services use contracted external service providers to provide certain services on behalf of illusto. There are also options for you to use third party services via the Services which may be governed by those third parties’ terms of use and subject to those third parties’ privacy practices. Our Platform may also contain links to other websites over whose practices we have no control.

Details:

Video quality: The Services support a limited number of video codecs as inputs and outputs for transcoding (conversion). While we’re working hard on implementing additional video codecs, the Services are provided as is and are limited to the current offering. The quality of the result may vary and can be dependent on the source video.
Third Party Inputs: You agree that: (1) the Services may include third parties that interface, or interoperate with, the Services (“Third Party Inputs”); and (2) the provision of the Services may be contingent upon, or impacted by, such Third Party Inputs (for example, our Platform may use or rely on third party technology).
Integrated Third Parties: The Services may also offer optional integration opportunities with third parties (“Integrated Third Parties”). To the extent that you choose to interface or interoperate the Services with Integrated Third Parties you are responsible for: (1) the purchase of; (2) the requirements; and (2) the licensing obligations, related to the Integrated Third Party. You acknowledge and agree that the benefit of the Integrated Third Party Service’s interface, or interoperation with, the Services, is subject to your compliance with this clause.
Hyperlinks: The Services may contain links to websites operated by third parties, such as but not limited to Facebook, Instagram and Twitter. Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites or the privacy practices of those websites. You should make your own investigations with respect to the suitability of those websites.
General information only: The Content is not comprehensive and is for general information purposes only. While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty regarding it, to the extent permitted by law. The Content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date.
Your own risk: You acknowledge and agree that you use the Services at your own risk.
Information security: We take reasonable steps to implement technical and organisational security processes. However, we do not warrant and cannot ensure the security of any information which you may provide to us via the Internet. Information you transmit to us via the Internet is entirely at your own risk. We use reasonable endeavours to keep the Services free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer system which arises in connection with your use of the Services or any linked website.

CONSUMER GUARANTEES

Highlights: These Terms do not change your consumer rights.

Details: Certain consumer protection laws and regulations may, if applicable, confer you with rights, warranties, guarantees and remedies relating to our provision of our Services which cannot be excluded, restricted or modified (Statutory Rights).

Nothing in these Terms excludes your Statutory Rights as a consumer under any applicable laws.

You agree that, subject to your Statutory Rights, to the maximum extent permitted by applicable law, these Terms exclude all terms, conditions and warranties imposed by applicable law, except to the extent such terms, conditions and warranties are fully expressed in these Terms.

EXCLUSIONS TO LIABILITY

Highlights: illusto is not liable for how you or another person uses our Platform and Services; the services provided by service providers that do not provide services on behalf of illusto; or the Platform being unavailable.

Details: Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with: (1) your acts or omissions; (2) any use or application of the Services by a person other than you, or other than as reasonably contemplated by these Terms; (3) any works, services, goods, materials or items which do not form part of the Services, or which have not been provided by us, including any Third Party Inputs, Integrated Third Parties, Comments and User Content; (4) any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; (5) the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; (6) any event outside of our reasonable control, including in connection with any storm, flood, fire, earthquake, epidemic, pandemic, COVID-19 and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms (Force Majeure Event); or (7) your interactions with other users.

ILLUSTO AND OUR AFFILIATES, (COLLECTIVELY, THE “iLLUSTO PARTIES”), MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. THE ILLUSTO PARTIES DO NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

This clause will survive the termination or expiry of these Terms.

Details: Despite anything to the contrary, to the maximum extent permitted by law and whether under statute, contract, equity, tort (including negligence), indemnity or otherwise: (1) our maximum aggregate Liability, defined below, arising from or in connection with these Terms will be limited to us resupplying our Services to you or, in our sole discretion, to us repaying you the amount of the Plan Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or $100 if no Plan Fees have been paid by you to us; and (2) we will not be liable to you for indirect, consequential or special loss, including any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data.

This clause will survive the termination or expiration of these Terms.

“Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a party or otherwise.

This clause will survive the termination or expiration of these Terms.

INDEMNITIES

Highlights: You indemnify us for Liability arising from your breach of IP and privacy rights, applicable laws, and any claim against us in connection with your use and access to the Services.

Details: Indemnity: To the maximum extent permitted by law, you shall indemnify us, and hold us harmless, against any Liability suffered by us arising from: (1) any breach of any third party rights (including intellectual property rights and privacy rights) by you; (2) any breach of any applicable laws by you; or (3) any third party claim against us in connection with your use and access to the Services. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

This clause will survive the termination or expiration of these Terms.

TERMINATION

Highlights: If you are a member of a Team, using illusto’s Team function, you can leave the Team at any time via the link in your online Account.

You can deactivate or delete your Account at any time by following the process set out in our Privacy Policy or by contacting us. If you choose to delete your Account make sure that you have saved your User Content and videos to your device, as we will not be required to keep a copy of your User Content. We can suspend or delete your Account if you do not use the Services in accordance with these Terms.

Details:

Team Member termination: As a Team Member, you may leave a Team at any time via the “Leave” feature (or similar) on the Platform or by contacting us.
Account Owner termination for convenience: We provide the process for deactivating and deleting your Account in our Privacy Policy. You may terminate your Account and terminate these Terms at any time via the “Cancel Account” feature (or similar) on our Platform or by contacting us. After cancelling your Account, these Terms and your Account will terminate on your next Annual Payment Date or Monthly Payment Date (as applicable), unless you are in a trial period in which case, these Terms and your Account will terminate at the end of the trial period. To the maximum extent permitted by law, no refunds will be made upon termination in accordance with this clause.
Account Owner termination for breach: You may terminate your Account and these Terms immediately if we are in material breach of these Terms and you provide notice to us of this material breach and within 10 days of receiving such notice from you, we have not remedied the material breach. Where you terminate in accordance with this clause, your Account will also terminate and we will provide you a pro-rata refund of any Plan Fees paid in advance by you in connection with the unused portion of the Services.
Our termination for convenience: We may also terminate your login, Account, and these Terms without cause by giving you 7 days’ notice. If we do so, we will provide you a pro-rata refund of any Plan Fees paid in advance by you in connection with the unused portion of the Services.
Our termination for breach: We may suspend your login or Account, or terminate your login, Account and these Terms immediately with notice if: (1) you are in material breach of these Terms (including for non-payment of the Plan Fees), any applicable laws, regulations or third-party rights (including intellectual property rights and privacy rights); (2) you are in breach of these Terms and you fail to remedy such breach within 10 days of receiving notice from us of such breach; or (3) as an Account Owner, you are unable to pay your debts as they fall due. To the maximum extent permitted by law, no refunds will be made upon termination by us in accordance with this clause
After termination: On expiry or termination of these Terms: (1) we will stop providing the Services to you and you must immediately cease using the Services, including the Platform and the Content; and (2) you will not be entitled to receive a copy of any User Content and we will have no obligation to retain your User Content.
These Terms will remain in effect while you use the Service. Upon termination, your account will close immediately, and/or your right to access and use the Service will end immediately. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnification, release and binding arbitration and class action waiver.

DISPUTES - BINDING ARBITRATION AND CLASS ACTION WAIVER

Highlights: If there is a dispute between us and you, we would like to meet with you and attempt to resolve the dispute. If we cannot resolve the dispute informally, and if you live or are a business in the United States, you and we agree to binding individual arbitration and not to sue in court before a judge or jury.

FOR UNITED STATES USERS
Binding Arbitration and Class Action Waiver If You Live In (or, If a Business, Your Principal Place of Business Is In) the United States. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
In this section, “we”, “us” and “our” includes illusto and its affiliates, including Toch Inc.
Disputes Covered- The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us concerning the Services, the software related to the Services, the Services’ or software’s price, your account, advertising, marketing, communications, your purchase transaction, billing, intellectual property rights or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation.Mail a Notice of Dispute First. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by U.S. Mail to Toch Inc. ATTN: 251 Little Falls Drive, Wilmington, Delaware 19808, United States. Tell us your name, address, how to contact you, what the problem is, and what you want. We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
Small Claims Court Option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in your county of residence (or, if a business, your principal place of business) or Delaware, U.S.A. if you meet the court’s requirements.
Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the Services for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the Services, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or, if a business, your principal place of business) or in Delaware, USA. You choose. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
Arbitration Fees and Payments. Disputes Involving $75,000 or Less. We will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator’s decision (called an "award"), and the arbitrator awards you more than this last written offer, we will: (i) pay the greater of the award or $1,000; (ii) pay your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
Disputes Involving More than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
Conflict with AAA Rules. These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see the subsection on Disputes Covered - Everything Except IP, above) within one year from when it first could be filed. Otherwise, it’s permanently barred.
Rejecting Future Arbitration Changes. You may reject any change we make to this section by sending us notice within 30 days of the change by U.S. Mail to the address listed above. If you do, the most recent version of this section before the change you rejected will apply.
Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed but the rest of this section still applies.

GENERAL

Highlights: If you need help with video editing, we may be able to provide you with support. You can get in contact with us on our website.

No competitors are allowed to use illusto.

If we change these Terms, we will let you know.

In the event of a Force Majeure Event including any disaster or pandemic, we may not be able to provide our Platform and Services to you.

Details:

Support: If your Plan entitles you to technical support, we will provide that technical support to you, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault).
No competitors: You are prohibited from using the Services, including the Platform and the Content, in any way that competes with our business. If you breach this term, we will hold you responsible for Liability we suffer, and hold you accountable for any profits that you may make from non-permitted use.
Variation: We may modify these Terms from time to time and will provide you with notice by email or by updating the date on these Terms or via an in-Platform notification. Where the modification is significant or may materially affect your rights, we will provide detailed notice. When you next log in to the Platform or on expiration of any stated notice period for such modification, you will be deemed to agree to the modified terms if you commence use of the Services. If you do not agree to the modifications, you must terminate your Account and these Terms and cease using the Services. In the event that you have paid for an Annual Plan and we modify these Terms and this modification has a material adverse impact on you, you may terminate your Account and these Terms and we will provide a pro-rata refund to you for any Plan Fees paid in advance by you in connection with the unused portion of the Services.
Assignment: You may not assign, transfer or delegate your rights and obligations under the Terms without our prior written consent. We may without restriction assign, transfer or delegate our rights and obligations under these Terms with notice to you.
Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure is due to any Force Majeure Event.
Severance: The provisions of these Terms are severable and if any provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms. The subsection on Severability at the end of the Disputes section says what happens if parts of the Disputes section (binding arbitration and class action waiver) are found to be illegal or unenforceable. The Disputes section prevails over this section if inconsistent with it.
Choice of Law and Place to Resolve Disputes:
Everywhere: Your use of the Services and these Terms are governed by the laws of Delaware, USA. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Delaware, for all disputes arising out of or relating to these Terms or the Services that are heard in court (excluding arbitration and small claims court)
For any questions and notices, please contact us at
Toch Inc.
251 Little Falls Drive
Wilmington, Delaware 19808
United States