Terms and Conditions For Creator

1. DESCRIPTION OF SERVICES

1. High Giraffe Media Private Limited (“Indievisual”, “we”, “us” or “our”) provides a platform via its website (the “Website”) to its registered users and creators (“Creator” or “you”) to engage in a variety of activities, including to upload and display photographs, images, vectors, moving images, animations, films, videos, audiovisual works and other media together with any associated keywords, metadata or titles submitted by you to Indievisual and (“Content”), participate in contests and promotions, and license Content through our Website to our distributors and customers (individually and collectively, the “Services”). The foregoing list of Services is not all-inclusive and additional Services may be offered by us from time to time. The following are the terms of use (“Terms”) for using the Website and the Services, as a Creator.

2. Please read this carefully before posting, uploading, or otherwise submitting any content to the Website.

2. ACCEPTANCE OF TERMS

1. By using the Services, you are agreeing, on behalf of yourself and those you represent, to comply with and be legally bound by these Terms as well as our Terms of Use, Privacy Policy and all applicable laws. If you, for yourself or on behalf of those you represent, do not agree to any provision of these Terms or our Terms of Use and/or Privacy Policy, you must, for yourself and on behalf any such person(s), discontinue the registration process, discontinue your use of the Services, and, if you are already registered, cancel your account.

3. REGISTRATION

1. As a condition to using the Services, you are required to open an account with at the Website, select a password and username, and to provide registration information including a valid email address, which may be used to communicate with you to seek your bank/virtual wallet details to transfer royalty payments to you for licensing Content, receiving Indievisual’s email updates, newsletters and/or partner emails. In addition, we will send you service-related announcements including, but not limited to, registration details, monthly reports, offers and schemes, benefit notifications, promotional content, emails automatically triggered by actions you took on the Website, etc. 

2. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your access to the Services, by terminating your account. Any personal information that you provide on the Website is governed by the Indievisual Privacy Policy.

3. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

4. You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your account on the Website.

5. Services are available to authorized representatives of legal entities and to individuals who are at least 18 years old to register on the Website and capable of licensing Content through the Website/Indievisual. If you have authorized a minor to use the Website, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Website by the minor. Parents and legal guardians are warned that the Website may display Content containing nudity and violence that may be offensive to some.

4. GRANT OF RIGHTS

1. Subject to these Terms, you grant Indievisual a non-exclusive license to market, sell, and distribute Content and to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast, or enhance, any Content, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any lawful purpose (i.e., images reproduced on products such as posters, calendars, stationery, gift items, merchandise, marketing videos, collaterals etc.).

2. You grant Indievisual, the right, but not the obligation, to use your name, trademarks, and trade names, and the right to reproduce, display, transmit, broadcast, and adapt any Content to promote, advertise, and market Indievisual and you agree that no compensation or further consent is required for such use. Marketing may include the use of Content on social media sites. Additionally, the rights granted herein will include the right to use Content as necessary to test or evaluate any technologies, systems, or processes that Indievisual may use to fulfil obligations and exercise any rights granted under these Terms.

3. You grant Indievisual the exclusive right, at our sole expense, to determine in our sole and reasonable discretion, without obligation, if and when any legal action shall be pursued with regard to the Content, and to defend claims and counterclaims related to the Content. Indievisual shall have complete discretion regarding their choice of attorney in any legal actions. Any settlement or resolution of a legal action shall not be subject to your prior approval; however we shall not enter into any settlement or resolution that shall impair your ownership or copyright in the Content without your prior written consent. You agree to cooperate in any legal action by all reasonable assistance upon request. If we decline to bring a legal action, you retain the right to bring an action in your own name at your own expense.

5. LICENCE OF CONTENT

In consideration of Indievisual’s agreement to allow you to use the Services, you acknowledge and agree that:

1. By submitting content to the Site, you grant to Indievisual an non-exclusive, transferable, fully paid, license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform and publicly display the Content in connection with the Services. This license will exist for the period during which the Content is posted on the Website and will automatically terminate upon the removal of the content from the Website, subject to the terms of any license granted by Indievisual and these Terms;

2. The license granted to Indievisual includes the right to use Content fully or partially for promotional reasons and to distribute and redistribute content to other parties, websites, authorized agents, applications, and other entities, provided such Content is attributed in accordance with the required credits (i.e. username, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, as submitted to Indievisual, and subject to any credit requirements governing the licensing of content (notwithstanding the foregoing, no inadvertent failure to provide appropriate attribution shall be considered a breach of these Terms);

3. You waive any moral rights (and any similar rights) with respect to the Content to the extent permitted by law, and if no waiver is permitted, you agree not to enforce the right against Indievisual or clients/customers. Further, you acknowledge that the Content may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the License Content is not compromised. For example, traditional post-processing techniques such as cropping, dodging / burning and colour toning/grading may be used to enhance the Content. However, major editing alterations such as removing or adding elements from a scene, removing backgrounds or cloning out objects and/or, adding digital text, objects to Content shall not be permitted;

4. Indievisual has the right to modify, alter and amend photo titles, descriptions, tags, metadata and other accompanying information for any Content and the right to submit Content to other parties and authorized agents for the purpose of creating tags for Content;

5. Indievisual shall have complete and sole discretion regarding the terms, conditions, and pricing of Content licensed to clients without your approval or consultation. 

6. Indievisual uses industry recognized software and measures to restrict the ability of users and visitors to the Website to make high resolution copies of Content posted on the Website. Notwithstanding the foregoing, Indievisual makes no representation and warranty that Content posted on the Website will not be unlawfully copied without your consent. Indievisual does not restrict the ability of users and visitors to the Website to make low resolution or ‘thumbnail’ copies of Content posted on the Website and you hereby expressly authorize Indievisual to permit users and visitors to the Website to make such low resolution copies of the Content;

7. Subject to the foregoing terms, ownership or other rights in the Content including any intellectual property rights or other proprietary rights associated with the Content are retained by you or the Content owner represented by you, unless reflected otherwise in a separate agreement with Indievisual. Indievisual owns all right, title and interest, including all copyrights that arise apart from the copyright in Content, to all types of derivative works created by or for Indievisual using the Content and/or other visual/audiovisual content; and

8. While Indievisual takes commercially reasonable steps to ensure that your rights are not violated, Indievisual  has no obligation to pursue legal action against any alleged infringer of any rights in and to any Content.

9. You may be asked to electronically submit model or property releases and waivers (collectively, “Releases”) associated with the Content. Model releases are required if the Content depicts recognizable people, either by face or other identifying attributes and property releases are required if the Content depicts distinctive real or personal property. Indievisual may provide redacted releases to its clients, distributors, or third parties, in response to any threatened or asserted legal claim, or otherwise required by applicable law. You acknowledge and confirm that in case Releases are not provided along with any Content, it shall be permissible to use such Content for “for Editorial Use”. For the purposes of these Terms, “Editorial Use” shall mean use of Content intended for non-commercial purposes and to be used only in connection with events that are newsworthy or of general interest. Examples of editorial use:

• Reporting current events as part of – newspaper, magazine or similar periodicals or through broadcasting of such events or as part of a cinematograph film, documentaries or by means of photographs in relation to such events,
• Reproduction in a newspaper, magazine or similar periodicals for social, political, economic or religious purposes,
• Private use including research,
• Review of any work using the Content,
• Reproduction of the Content for the purposes of a judicial proceeding or as part of a report of a judicial proceeding, 
• Editorial features, blogs or website (for descriptive purposes and not for commercial gain),
• Essays and journals, textbooks for educational purposes,
• As part of a performance before an audience for non-commercial or religious purposes.

10. Indievisual will comply with your written request to remove Content from the Website after 180 days of receiving such a request. If you request an expedited removal of Content in writing because of legal concerns, we will make a reasonable effort to comply with such a request in terms of the applicable law. 

11. Nothing herein will require Indievisual to cancel or amend any license in any Content that was issued prior to receiving a notice of removal from you or before such Content is removed. Notwithstanding anything to the contrary stated hereunder, Indievisual shall have the right to continue licensing any such Content and using it for marketing, advertising, or promotional purposes for a further period of ninety (90) days following the effective termination/removal date for such work, subject to these Terms, unless you have requested removal of the Content due to legal concerns. 

12. Indievisual may remove Content based on marketability, failing to comply with submission guidelines, or for any reason at our sole discretion. Any license granted prior to removal or termination of these Terms shall remain valid.
13. CREATOR REPRESENTATIONS 

You represent and warrant that:

1. You are the sole and exclusive owner, or you are the authorized representative of the owner(s) of all rights, including all copyrights in and to all Content you submit to the Website;

2. You have the full and complete authority and right to enter into this agreement/accept these terms and to grant to Indievisual the rights in the Content that you have granted, and that no further permissions from, or payments to, any other party are required;

3. You are not violating or breaching any agreement with any other party by submitting Content to Indievisual;

4. The Content is original and it does not infringe the copyright of any third party, and will not contain any matter which violates any applicable law, rule or regulation and will not defame, violate the right or privacy or publicity, or infringe the trademark, intellectual property rights or proprietary rights, of any third party;

5. The Content does not include any material that would be considered to be obscene or pornographic;

6. You have not granted to any third party any rights or interest in any Content that conflicts with any of the rights granted to Indievisual under these Terms;

7. Any caption information, keywords, metadata, copyright management information or other information submitted with the Content is relevant, accurate, and complete, and does not contain false or misleading information;

8. A valid Release, either model/and or property, has been obtained where necessary and appropriate for any Content and Indievisual may use such Content without obtaining any additional consents or permissions or the payment of additional fees to any third parties. You acknowledge that Indievisual does not independently verify the veracity of the Releases provided by you. In case such Releases are obtained by you by way of misrepresentation, fraud, or cheating, you shall indemnify and hold harmless Indievisual and the Users from any claims, damages or losses arising therefrom. Further, for content identified as “for Editorial Use”, you warrant that such Content will not infringe on any copyright or moral right of the artist. 

9. The Content does not contain any viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code.

10. You shall not use any unauthorised/pirated software to create Content. access the Website  

11. You do not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Indievisual, all of which such rights are hereby expressly and irrevocably waived by you in favor of Indievisual.

7. CREATOR CONDUCT 

1. All Content posted or otherwise submitted to the Website, is the sole responsibility of the account holder from which such Content is uploaded. You acknowledge and agree that you, and not Indievisual, are entirely responsible for all Content that you post, or otherwise submit to the Website. Indievisual does not control user submitted Content and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Website, you may be exposed to Content that is offensive, indecent, or objectionable. As a condition of use, you promise to abide by these Terms and not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Indievisual. By way of example, and not as a limitation, you agree not to use the Services:

1. To abuse, harass, threaten, impersonate, or intimidate any person;

2. To post or transmit, or cause to be posted or transmitted, any Content that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person;

3. To communicate with Indievisual representatives or other users in an abusive or offensive manner;

4. For any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;

5. To post or transmit, or cause to be posted or transmitted, any Content designed or intended to obtain password, account, or private information from any Website user;

6. To create or transmit unwanted ‘spam’ to any person or any URL;

7. To create multiple accounts for the purpose of voting for Creators’ Content;

8. To post copyrighted Content that does not belong to you including any Content unauthorisedly depicting the intellectual property rights of well known brands and companies. For instance, 

• the logo or name of a leading mobile phone manufacturer in any Content should not be shown without express permission from the owner of such logo or corporate name;
• the photograph or likeness of a leading Indian sportsperson should not be added to the Content without his/her express permission. 

9. You agree not to use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; or (iii) bypass any measures we may use to prevent or restrict access to the Website;

10. To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;

11. To promote or sell Content of another person unless you are expressly authorized to do so; or

12. To sell, assign, or otherwise transfer your Profile or account.

2. To report a suspected abuse of the Website or a breach of the Terms, please send written notice to Indievisual at admin@indievisual.in

3. If the Services or Website are used in a manner that violates the Terms in any way, Indievisual may at its sole discretion, but is not required to, suspend or terminate your account, disable your access to the Website and/or take any steps that it deems appropriate to address the situation.

8. EARNINGS AND TAXES

1. In full and final consideration of the grant of the rights hereunder, Indievisual agrees to make payment to you in respect of the Content license in accordance with the earnings breakdown provided in the table below: 

* The number of downloads would be calculated on the basis of the total number of Content posted by a Creator. For instance, if a Creator has posted 2 separate Content files on the Website and each such file generate 5 downloads each, the total downloads for the purpose of the above threshold would be 10 in number.    

Any amendments to the above would be notified to you either by email or in a reasonably prominent position on the Website . 

2. Indievisual will prepare reports of sales of licenses to the Content (“Sales Reports”) at the end of each month. In each Sales Report, Indievisual shall report relevant information about each Sale, including identifying each item of Content and the associated license fees. The Earnings for the month would also be calculated based on the above percentage as part of the Sales Reports. The Sales Report will be sent to you electronically (at the email provided by you) and the Earnings will deposited into the bank account provided to Us by you within 7 (seven) days following the end of every month in which the Content was licensed to the Users. 

3. In case you have any dispute with regard to the Sales Reports and/or the Earnings, you would need to inform Us within 10 (ten) days (“Reconciliation Period”) of the receipt of the Sales Report of that month. In case We do not receive any intimation or response from you within the Reconciliation Period , the Sales Report and calculation of the Earnings shall be considered as final.

4. In case a dispute is raised by the Creator during the Reconciliation Period, it will be resolved in accordance with the dispute resolution mechanism under these Terms. Pursuant to the resolution of the dispute, if further payment is required to be made to you by Us, We will deposit such payment into your bank account in the succeeding payment cycle.

5. You shall be responsible for the filing of all tax returns and the payment of all income tax and charges of a similar nature raised or charged in respect of all monies due to you pursuant to these Terms. The Earnings would be paid to you subject to applicable tax deducted at source in terms of the Applicable Law. 

6. You expressly agree and acknowledge that any payment due under Clause 8.2. is in full and final compensation for all rights granted hereunder and (without prejudice to the generality of the foregoing) you expressly acknowledge that you shall not be entitled to any further fees or compensation from Indievisual.

7. You can participate in Indievisual’s Referral Program which allows you to earn money by referring other contributors like yourself. When you share your portfolio with your referral link/code and have them sign up, you earn money from your Content as well as others’ that they may purchase when they use the Website. You acknowledge that if you participate in the Referral Program, the Creator who would refer you on the Website, may receive information about your Earnings and other details of compensation through the Sales Reports sent to him by Indievisual. You hereby provide your unconditional consent to Indievisual to provide such information to your referring creators under the Referral Program. 

9. LINKS

1. The Services may provide, or third parties may provide, links to other sites or resources. Since Indievisual has no control over such sites and resources, you acknowledge and agree that Indievisual is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Indievisual shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

10. DATA BREACH PROCEDURES

1. In the event of any unauthorized access or theft of your data, Indievisual will, as soon as it reasonably can, notify you and perform all actions as Indievisual considers reasonably necessary to remedy or mitigate the effects of the data breach. The parties will coordinate and cooperate in good faith. Indievisual agrees to reasonably cooperate with you in: 

1. assisting with any investigation; 

2. making available relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required by you.

11. RELEASE AND INDEMNITY

1. You hereby expressly and irrevocably release and forever discharge Indievisual, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims, and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Website and the Services.

2. You specifically agree that Indievisual shall not be responsible for unauthorized access to or alteration of Your Content or data. Further, under no circumstances, Indievisual shall be liable for any unlawful acts of the user of the Website or its affiliates, relatives, employees, agents including but not limited to misuse of any data, unfair trade practices, fraud, cyber squatting, hacking and other cyber crimes.

3. You hereby agree to indemnify and hold harmless Indievisual, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (i) a breach  of these Terms, (ii) Content posted on the Website, (iii) the use of the Services, by you or any person using your account or Indievisual Username and password, (iv) the licensing, distribution, or use of your Content, or (v) unauthorised access to data on the Website arising from your act or omission (vi) your negligence (vii) your violation of applicable law including any violation of any rights of a third party. Indievisual reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
4. LIQUIDATED DAMAGES 

1. In the event, You upload/post any Content on the Website which is not original and infringes the copyright of any third party, or contains any matter which violates any applicable law, rule or regulation or defames, violates the right or privacy or publicity, or infringes the trademark, intellectual property rights or proprietary rights of any third party, You agree to compensate Indievisual with liquidated damages equivalent to the actual costs and actual damages for breach of this provision The Liquidated Damages shall be in addition to any other damages or costs that may be incurred by Indievisual for defending any claim or imposed by a competent authority for such unauthorised  use/infringement of intellectual property rights. You warrant that you understand that accepting this provision is a condition of accessing the Website and that accessing the Website constitutes acceptance.
2. TRADEMARKS

1. Indievisual and  Indievisual graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Indievisual. Indievisual’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Indievisual.
2. TERMINATION

1. Indievisual may terminate or suspend any and all Services and/or your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your account, you must do so in writing and it will result in the removal of your Content from the Website pursuant to these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership and rights provisions and warranties, your entitlement to the payment of royalties, warranty disclaimers, indemnity and limitations of liability.

2. Indievisual may retain digital copies of Content for archival and record-keeping purposes. It is your responsibility to retain copies of your Visual Content because Indievisual will automatically remove and delete remove all Visual Content from your account prior to termination.

3. Effect of Termination.  Upon termination, Indievisual shall have the right to continue to use the Content  , which has been licensed by You prior to termination of these Terms, as per the terms and conditions hereunder. Subject to Clause 5.11, Indievisual shall not license the Content to its customers or use it for marketing or advertisement after the termination of the Terms  
4. WARRANTY DISCLAIMER

1. Your use of the Website and the Services is at your own risk. The Website and the Services are provided on an “AS IS WHERE IS” basis. Indievisual expressly disclaims all warranties, including the warranties of merchantability, title, fitness for a particular purpose and non-infringement. Indievisual disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or in any way related to (a) any errors in or omissions from this Website and the Services, including, but not limited to, technical inaccuracies and typographical errors, (b) third party communications, (c) any third party websites or content directly or indirectly accessed through links in the Website, including but not limited to any errors or omissions, (d) the unavailability of all or any part of the Website or the Services, (e) your use of the Website or the Services, or (f) your use of any equipment or software in connection with the Website or the Services.

16. LIMITATION OF LIABILITY

1. Except as otherwise provided by law, neither Indievisual nor any of its affiliates, parents, subsidiaries, authorized distributors, directors, shareholders, employees, clients, or agents shall be liable for any loss, injury, claim, liability, or damage of any kind resulting from your use of the Website, or the Services. Indievisual shall not be liable for any special, direct, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to, resulting from, or arising in connection with the use of or inability to use the Website or Services. To the extent the foregoing limitation of liability is prohibited or fails of its essential purpose, Indievisual’s sole obligation to you for damages shall be limited to INR 2,000/- in aggregate, including all transactions for the use of the Website and its Services. 

2. You and Indievisual agree that any proceedings to resolve or litigate any dispute arising hereunder will be conducted solely on an individual basis, and that you will not seek to have any dispute heard as a class action, a representative action, a collective action, or in any proceeding in which you act or propose to act in a representative capacity. you further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Indievisual and all parties to any such proceeding.

17. GENERAL PROVISIONS

1. Controlling Law. The Terms shall be governed by and construed in accordance with the laws of India, as applicable, without regard to conflicts of laws principles.

2. Disputes and Arbitration. 

1. Any controversies or disputes arising out of or relating to these Terms shall be resolved through amicable discussions between the parties within a period of 30 days from the date of written notice of such dispute. 

2. If the dispute is not resolved through amicable discussions within the time mentioned above, such dispute will be resolved by binding arbitration in accordance with the then current Arbitration and Conciliation Act 1996 to be held in the following jurisdictions –  New Delhi. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms, failing which each of the Parties shall appoint one arbitrator each and the two arbitrators shall then jointly appoint a third arbitrator, who shall serve as the presiding arbitrator. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

3. Confidentiality Obligation. For as long as either party possesses any confidential information, each party agrees to not disclose any Confidential Information of the other party to any third party or use any of the Confidential Information except as necessary to perform that party’s obligations under these Terms. Confidential information includes without limitation information concerning marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by the disclosing party which is not generally known to the public.

4. Assignment.    These Terms shall be binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns. Indievisual may assign its rights and obligations under these Terms, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which these Terms relate. Your obligations under these Terms are personal and may be assigned only with Indievisual’s prior written consent; however, your right to receive payment may be assigned without Indievisual’s prior consent.

5. Relationship of the Parties. Nothing in these Terms will constitute the relationship of an employer and employee, a principal-agent, partnership, or a joint venture between the parties. You are responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, social security, and any other taxes of any nature.

6. Notices.     Notices to be served in accordance with these Terms may be served by email, or by mail, at the election of Indievisual. However, email shall be the predominant source of communication. You agree to notify Indievisual of any change in your email or mail address for the purpose of notification pursuant to these Terms.

7. Severability.    In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law, or so held by applicable court decision, such enforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and in such event such provision shall be changed and interpreted so as to best accomplish the objectives of such provision.

8. Entire Agreement. These Terms incorporate the entire understanding of the parties concerning the subject matter contained herein and merges and/or supersedes all prior and contemporaneous communications and/or agreements. No action of Indievisual, other than the express or written waiver or amendment, may be construed as a waiver or amendment of these Terms.

9. Personal Information. Please refer to our Privacy Policy for additional information on how Indievisual stores, uses, and processes all personal information.

Last updated: 01 November 2021