Terms of Service

This is a baseline agreement prepared for review by qualified legal counsel before production deployment. Specific clauses may need adjustment based on jurisdiction, business model evolution, and regulatory changes. If you have questions, email legal@vicaso.com.

1. Acceptance of Terms

These Terms of Service (“Terms”) form a binding contract between you and Vicaso, LLC, a Washington limited liability company (“Vicaso,” “we,” “us,” or “our”), and govern your access to and use of the websites, applications, APIs, and services we operate, including without limitation vicaso.com, properties.vicaso.com, our property-website pages at vicaso.com/p/[slug], our client, photographer, editor, and admin portals, our marketing-material editor, and any related media production, hosting, and AI-assisted editing services (collectively, the “Service”).

By creating an account, placing an order, accepting an assignment as a photographer or editor, or otherwise using the Service, you accept and agree to be bound by these Terms and by our Privacy Policy and Cookie Policy, each of which is incorporated by reference. If you do not agree to these Terms, you must not use the Service.

If you are entering into these Terms on behalf of a brokerage, team, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” refers to both you individually and that entity.

We may publish supplemental policies (for example, an Acceptable Use Policy, a Photographer Agreement, an Editor Agreement, a Subscription Addendum, or a Data Processing Addendum). Where a supplemental policy conflicts with these Terms, the supplemental policy controls for the subject matter it addresses.

2. Service Description

Vicaso is a real estate media platform that enables licensed real estate professionals (“Clients” or “Agents”) to book photography, drone, video, virtual staging, AI-assisted editing, property websites, and marketing-material services from a network of independent contractor photographers (“Photographers”) and editors (“Editors”).

Core elements of the Service include:

1. Booking and scheduling. Clients book a shoot through the order wizard at vicaso.com, selecting a property address (within an active service area), a package, and optional add-ons (drone, twilight, virtual staging, video, property website, floor plan, marketing materials, etc.).
2. Photography packages. As of the Effective Date, Vicaso offers Lite, Essentials, and Premium packages, priced by property type (Condo, House, Luxury) starting at $249. Package contents and prices are described on vicaso.com/pricing and may be updated from time to time. The pricing presented in your cart at the time you place an order will govern that order.
3. 90-Minute Service Level Goal. Vicaso targets delivery of edited photography within 90 minutes after the Photographer marks the shoot complete and uploads the required raw media. This 90-minute window is a service-level goal, not a guarantee, and is subject to the limitations in Section 13.
4. Pay-after-delivery model. For one-off photography orders, a Client previews watermarked deliverables and pays through Stripe before the watermark is removed and full-resolution downloads are unlocked. See Section 4 for details.
5. Subscriptions. Optional Starter ($49/month) and Pro ($149/month) subscriptions provide property-website hosting, marketing-material exports, AI listing descriptions, photo discounts, and other benefits described on the pricing page. See Section 5.
6. Property websites. Orders that include a Property Website add-on, or are placed on the Premium package where applicable, generate a single-property website hosted by Vicaso at vicaso.com/p/[slug] or properties.vicaso.com/[slug].
7. AI-assisted features. Virtual staging, sky replacement, day-to-dusk conversion, object removal, decluttering, AI listing descriptions, and similar features are provided via third-party generative AI services (currently Google Gemini). See Section 7.

We may add, remove, change, or restrict features at our discretion. We will provide reasonable notice of material changes affecting active orders or subscriptions where practical.

3. Account Registration and Eligibility

3.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age and capable of forming a legally binding contract;
• For Clients placing orders: be ordering with respect to a property located within an active Vicaso service area (currently the Seattle, WA metro and the San Francisco, CA Bay Area — see the current ZIP list at vicaso.com/service-areas);
• For Photographers: hold and maintain a current FAA Part 107 Remote Pilot Certificate when operating drones, carry the equipment, insurance, and permits required to lawfully perform shoots in the relevant jurisdiction, and have completed Vicaso’s photographer onboarding;
• For Editors: meet the qualifications established by Vicaso during onboarding;
• Not be located in a country, region, or sanctions list that would prohibit Vicaso from doing business with you under U.S. law;
• Not be a person who has previously been suspended or removed from the Service.

3.2 Account creation and security

Clients create an account at vicaso.com/auth/signup with email and password or via supported single-sign-on (currently Google). Photographers and Editors are added by Vicaso administrators and do not self-register. You must provide accurate, current, and complete information and keep that information up to date.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at support@vicaso.com if you suspect unauthorized access. Vicaso is not liable for losses arising from unauthorized account access where you failed to safeguard credentials.

3.3 Authority to use property addresses

By placing an order for a property, you represent and warrant that you have the legal authority to authorize photography of that property’s interior and exterior, the use and licensing of resulting media for real-estate marketing purposes, and the publication of a property website at the address (where applicable). You are responsible for obtaining any necessary consents from owners, occupants, and HOAs.

4. Pricing, Payments, and the Pay-After-Delivery Model

4.1 Order pricing

Prices for packages, add-ons, and credits are presented in the order wizard at the time of booking. All prices are in U.S. dollars and exclude applicable taxes (including Washington and California sales tax where required), which will be added at checkout where collection is required.

4.2 Payment processing through Stripe

All card and ACH payments are processed by Stripe Payments (Stripe, Inc.). By providing payment information, you authorize Vicaso and Stripe to charge the payment method you provide and you agree to Stripe’s Services Agreement and Privacy Policy. Vicaso does not store full card numbers; payment-method tokens are stored by Stripe and referenced by Vicaso for repeat charges.

4.3 Pay-after-delivery for photography orders

For most photography orders, Vicaso uses a pay-after-delivery model:

1. After Vicaso completes editing, you will receive an email and an in-dashboard notification that the order is ready for review.
2. You may preview the deliverables in watermarked form on the delivery page.
3. To unlock full-resolution downloads, you complete payment via Stripe Checkout.
4. On successful payment, watermarks are removed, downloads are unlocked, and (where applicable) the property website is published.

Pay-after-delivery does not waive your obligation to pay. By placing an order, you authorize Vicaso to charge the total order amount (including any applicable taxes and add-ons) once deliverables are made available for preview. If a Client fails to complete payment within fourteen (14) days of delivery, Vicaso may, at its discretion, charge the payment method on file, suspend the account, withhold delivery on future orders, refer the unpaid balance for collection, and/or pursue any legal remedies available to it.

Vicaso reserves the right to require pre-payment for any order at our discretion, including for new accounts, high-value orders, accounts with prior late payments, or where required by risk or fraud signals.

4.4 Credits, coupons, and referral credits

We may issue promotional credits, coupons, or referral credits (see Section 10). Unless otherwise stated, credits:

• Are not redeemable for cash;
• Apply to future order subtotals before applicable taxes and Stripe fees;
• Are non-transferable and tied to your account;
• May expire (referral credits expire 90 days after issuance — see Section 10);
• May be cancelled or clawed back if obtained through fraud, abuse, or violation of these Terms.

4.5 Taxes

You are responsible for any taxes, duties, or governmental fees applicable to your purchases. Vicaso collects Washington and California sales tax where required and remits it to the Washington State Department of Revenue and California Department of Tax and Fee Administration. For independent contractor Photographers and Editors, payouts are reported to U.S. tax authorities by Stripe Connect on Form 1099-NEC where required.

4.6 Late payments and collection

Past-due balances may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, beginning 30 days after the original due date. You will reimburse us for reasonable costs of collection, including attorneys’ fees.

5. Subscriptions

5.1 Plans

Vicaso offers monthly and annual subscriptions including, as of the Effective Date:

• Starter: $49/month (or $39/month billed annually) — up to 5 property websites, 5 marketing-material exports/month, 5 AI listing descriptions/month, and a 5% photo discount.
• Pro: $149/month (or $119/month billed annually) — unlimited websites, unlimited marketing exports, unlimited AI descriptions, 10% photo discount (capped at $150/order), custom domain support, and white-label options.

Subscription benefits, limits, and pricing are described on vicaso.com/pricing and may be updated. Material adverse changes to your active subscription will be communicated with at least 30 days’ notice.

5.2 Free trial

Subscriptions include a 7-day free trial for new subscribers (one trial per person/entity). You must provide a valid payment method at signup; the payment method will be charged on the first day after the trial unless you cancel before the trial ends. Vicaso reserves the right to deny or shorten trials in cases of suspected abuse.

5.3 Auto-renewal and billing

By starting a subscription, you authorize Vicaso (through Stripe) to automatically charge your payment method on a recurring basis at the then-current rate for the chosen billing interval (monthly or annually) until you cancel. The renewal date is shown in your dashboard at /dashboard/subscription.

5.4 Cancellation and refunds for subscriptions

You may cancel your subscription at any time from /dashboard/subscription. Cancellation takes effect at the end of the current billing period; you retain access until then. We do not offer prorated refunds for partial months on monthly plans. For annual plans, we will, at our discretion, provide prorated refunds where required by law and where the request is made within the first 30 days. Subscription fees are otherwise non-refundable.

5.5 Failed payments

If a recurring charge fails, Vicaso may retry the charge, restrict access to subscription features, downgrade to a free tier, or cancel the subscription after a reasonable grace period. You are responsible for keeping payment information current.

6. Intellectual Property and Licenses

6.1 Photography and video deliverables

Photographers create real-estate media as work-for-hire on behalf of Vicaso. Upon full payment of an order in cleared funds, Vicaso grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use the delivered media for:

• Marketing the specific property depicted in the media (including MLS listings, Zillow, Redfin, brokerage websites, social media posts, print flyers, brochures, and signage);
• The Client’s personal real-estate marketing portfolio (e.g., “homes I’ve sold”) and ongoing self-promotion as a real-estate professional.

The license is non-transferable except to the brokerage employing the Client and to the property’s seller for use in marketing the same listing. Sub-licensing the media to third-party listing aggregators that are part of customary MLS distribution is permitted.

For broader uses (for example, paid stock licensing, redistribution to media outlets, use on properties other than the depicted property, or commercial uses unrelated to real-estate marketing), purchase the Commercial License add-on or contact us at legal@vicaso.com.

6.2 Vicaso retained rights

Vicaso retains all underlying copyright in the media unless and until expressly assigned in writing. In particular, Vicaso retains the right to:

• Use anonymized, aggregated, or non-identifying samples for product improvement, training of internal tools, and quality assurance;
• Use representative samples in Vicaso’s portfolio, marketing, social media, and case studies, with reasonable steps to omit personally identifying information about the property’s occupants. Clients may opt out of portfolio use by emailing legal@vicaso.com before delivery or within 30 days of delivery; Vicaso will use commercially reasonable efforts to remove the media from public Vicaso marketing within 30 days of an opt-out request.

6.3 AI-generated and AI-modified content

Media created or modified by Vicaso AI tools (virtual staging, sky replacement, day-to-dusk, object removal, decluttering, AI listing descriptions, etc.) are licensed to the Client on the same terms as Section 6.1, subject to the disclosure obligations in Section 7.

6.4 Property websites and marketing materials

Property websites generated by Vicaso are made available to the Client for the duration of the underlying subscription (or, for one-off Property Website add-ons, for a default term of 12 months following publication, after which Vicaso may deactivate the website with 30 days’ notice). Marketing materials (flyers, social posts, brochures, posters, QR flyers) may be exported by the Client as PDF or PNG and used for marketing the depicted property without time limitation. Templates remain Vicaso’s property; you receive a license to use the resulting exported materials.

6.5 Vicaso platform IP

The Service, including software, design, layouts, logos, trademarks, AI prompts, templates, and editorial workflows, is owned by Vicaso or its licensors and protected by U.S. and international intellectual-property laws. Except for the limited license granted in Section 6.1 to your delivered media, you receive no other rights in or to the Service. You may not copy, reverse-engineer, scrape, or create derivative works of the Service except as permitted by law.

6.6 Feedback

If you submit suggestions, feature requests, or feedback, you grant Vicaso a perpetual, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.

7. AI-Generated and AI-Assisted Content; MLS Disclosure

Vicaso uses third-party generative AI services (currently Google Gemini) to provide features such as virtual staging, sky replacement, day-to-dusk conversion, object/decluttering removal, AI listing descriptions, and AI neighborhood content. By using these features you acknowledge:

1. AI output is not always accurate. Generated images may depict furniture, finishes, fixtures, or environmental conditions that do not exist in the actual property. AI text may contain factual errors. You are responsible for reviewing all AI output before publishing it.
2. Disclosure requirements. Many MLSs, the National Association of REALTORS®, and various state laws (including those in Washington and California) require that virtually staged images, day-to-dusk images, and other materially altered images be clearly disclosed as “virtually staged,” “AI generated,” or similar. You agree to comply with all applicable MLS rules, NAR Code of Ethics provisions, and federal/state advertising and consumer-protection laws (including 16 C.F.R. Part 255 — FTC Endorsement Guides — and the applicable state Real Estate Commission’s advertising rules).
3. No misrepresentation. You will not use AI-generated media to misrepresent the condition, structure, or material features of a property (for example, you will not virtually remove a load-bearing wall, change zoning-relevant features, or hide structural defects).
4. Vicaso’s role. Vicaso provides AI as a tool. You, the Client, are the publisher of any media you choose to use in a listing, and you are solely responsible for compliance with MLS, brokerage, and legal disclosure requirements.

Vicaso does not knowingly send personally identifying information about property occupants to third-party AI providers; AI inputs are limited to property images and the metadata required to generate the requested edit (see the Privacy Policy, Section 5).

8. Photographers and Editors — Independent Contractor Terms

8.1 Independent contractor relationship

Photographers and Editors who provide services through the Vicaso platform do so as independent contractors, not as employees, agents, partners, or joint venturers of Vicaso. Photographers and Editors:

• Set their own availability (within the limits of the assignments they accept);
• Provide their own equipment (Photographers provide cameras, drones, lenses, and lighting; Editors provide computing equipment and editing software);
• Are responsible for their own taxes, insurance (including FAA Part 107 commercial-drone-required coverage where applicable), licenses, and business expenses;
• Will receive an annual Form 1099-NEC from Stripe (via Stripe Connect) if their earnings reach the applicable reporting threshold.

The detailed terms of the contractor relationship are set out in a separate Photographer Agreement or Editor Agreement signed during onboarding. In case of conflict between these Terms and a signed contractor agreement, the contractor agreement controls for that contractor’s relationship with Vicaso.

8.2 Stripe Connect for payouts

Photographer and Editor payouts are processed through Stripe Connect. To receive payouts, contractors must onboard a Stripe Connect Express account, provide identity-verification information required by Stripe, and accept Stripe’s Connected Account Agreement. Vicaso is not responsible for delays in payouts caused by Stripe’s KYC, AML, or risk processes.

8.3 Photographer-specific terms

Photographers represent and warrant that they:

• Hold and will maintain a current FAA Part 107 Remote Pilot Certificate while operating drones for the Service;
• Carry insurance reasonably necessary for the photography and drone operations they perform, in the amounts specified in the Photographer Agreement;
• Will obey all federal, state, and local laws and FAA regulations (including airspace authorizations, Remote ID, night-flight rules, and altitude limits) when operating drones;
• Will not photograph people, vehicles, or addresses outside the engagement scope without consent;
• Will deliver raw media within the SLA windows specified in the assignment;
• Will assign all copyright in deliverable media to Vicaso (or, where copyright assignment is not legally effective, grant Vicaso an irrevocable, exclusive, worldwide license) for the purposes set out in Section 6.

8.4 Editor-specific terms

Editors represent and warrant that they will edit photographs in accordance with Vicaso’s editorial guidelines, will not modify photographs in ways that materially misrepresent the property unless disclosed and authorized, and will deliver edited media within the SLA windows applicable to each order.

8.5 Background checks

Vicaso may, with appropriate consent, conduct background checks of Photographers and Editors as a condition of onboarding or continued engagement, in compliance with the Fair Credit Reporting Act and state-equivalent laws.

9. Property Website Hosting

Property websites generated through the Service are hosted on infrastructure operated by Vicaso and its hosting providers (currently Vercel and Supabase). By using the property website feature you agree:

• You are responsible for the content you publish (including Client-edited blocks, Client-uploaded images, and the property’s address and price);
• You will not publish unlawful content, copyrighted material you do not own or license, or content that defames a third party;
• Vicaso may suspend or remove a property website that violates these Terms, that receives a valid takedown notice (see Section 11.3), or that exceeds reasonable usage parameters;
• Property websites are made available on an “as is” basis and may be unavailable from time to time for maintenance or due to factors outside our reasonable control;
• For Pro subscribers using the Custom Domain add-on, you remain the registrant of the domain and are responsible for renewing it; Vicaso provides DNS configuration and hosting only.

10. Referral Program

10.1 How it works

Each Client account includes a unique referral code, available at /dashboard/referrals. When a new user signs up via your referral link (vicaso.com/r/[code]) and completes their first qualified paid order, both the referrer and the referred user receive $50 in Vicaso credits.

10.2 Credit terms

• Credits are issued as account credits (not cash) and apply to future Vicaso order subtotals (excluding taxes and Stripe fees).
• Credits expire 90 days after issuance unless explicitly extended in writing.
• There is no per-account cap on the number of qualified referrals you may earn.
• Credits are non-transferable and are forfeited upon account termination.

10.3 Anti-fraud and abuse

A “qualified” referral is one where the referred user is a genuine new Vicaso customer who places a first paid order using a payment method and account distinct from the referrer’s. The following are prohibited and will void credits:

• Self-referrals or referrals between accounts you control (including spouse/employee accounts created solely to earn credits);
• Use of the same payment method, IP address, or device across the referrer and referred accounts;
• Posting referral links to coupon, deal-aggregator, or coupon-extension sites without Vicaso’s written permission;
• Using paid search to bid on Vicaso brand keywords with referral links;
• Any pattern of activity Vicaso reasonably determines to be fraudulent, abusive, or designed to manipulate the program.

Vicaso may, at its discretion, void credits, reverse referral payouts, suspend referral participation, or terminate accounts that engage in any of the foregoing. Vicaso may modify, suspend, or terminate the referral program at any time on 30 days’ notice; existing unexpired credits will be honored according to their issued terms.

11. Acceptable Use

11.1 General rules

You agree not to:

• Use the Service for any unlawful, infringing, or fraudulent purpose;
• Upload or publish any content that is defamatory, obscene, sexually explicit, harassing, hateful, or that threatens or incites violence;
• List a property you do not have authority to list or to photograph;
• Misrepresent property condition, square footage, ownership, price, or features;
• Engage in fair-housing violations (including but not limited to language or imagery prohibited by the federal Fair Housing Act, the Washington Law Against Discrimination, California Fair Employment and Housing Act, and similar state fair-housing laws);
• Submit false referral, account, payment, or contractor information;
• Reverse-engineer, scrape, or attempt to extract source code from the Service;
• Use the Service to develop a competing product or to benchmark for the benefit of a competitor;
• Interfere with the Service’s operation, security, or integrity (including by introducing malware, performing penetration tests without permission, or attempting to bypass rate limits or RLS);
• Use the AI features to generate child sexual abuse material, non-consensual intimate imagery, or any content prohibited by the underlying AI provider’s policies;
• Use Vicaso media to train AI models without express written permission.

11.2 Reporting abuse

Report suspected violations to abuse@vicaso.com. We will review and may take any action we deem appropriate, including content removal, account suspension, and reporting to law enforcement.

11.3 DMCA / copyright complaints

To file a notice under the Digital Millennium Copyright Act, send a written notice including the elements required by 17 U.S.C. § 512(c)(3) to our designated agent at dmca@vicaso.com. We will respond to valid notices and have a policy of terminating repeat infringers.

12. Cancellation, Rescheduling, No-Shows, and Refunds

12.1 Client-initiated reschedules and cancellations

A Client may reschedule or cancel a shoot from /dashboard/orders/[id] subject to the following defaults (subject to change as displayed in the order wizard):

• More than 24 hours before the scheduled shoot: free reschedule or cancellation; any pre-paid amount is fully refundable.
• 24 hours or less before the scheduled shoot: a $50 short-notice fee applies. Vicaso may reschedule one time at our discretion without charge.
• Same-day cancellation after Photographer dispatch: 50% of the package price may be charged to compensate the Photographer for travel and reserved time.

12.2 No-show

If the Photographer arrives and is unable to complete the shoot due to denied access, missing keys/codes, or no one being on-site as required, Vicaso will treat the order as a no-show and may charge 100% of a $99 dispatch fee plus actual drone/equipment fees, then permit one rescheduled shoot at the regular package price.

12.3 Photographer-initiated reschedules

If a Photographer becomes unavailable, Vicaso will attempt to reassign the shoot to another Photographer in the service area. If we cannot reassign in time and the shoot is delayed by more than 24 hours past the originally scheduled window, the Client may cancel without charge or accept the rescheduled time.

12.4 Refunds for delivered work

For delivered orders, refunds are issued on a case-by-case basis where Vicaso has not delivered the package as ordered (for example, missing required photo counts, materially defective edits not corrected after a reasonable revision opportunity, or failure to deliver the agreed add-ons). The remedy is, at Vicaso’s election, to (a) re-edit and re-deliver, (b) re-shoot, or (c) refund all or part of the order price. Refunds for cosmetic preferences not specified at booking are not available.

12.5 Subscription refunds

See Section 5.4.

13. Service Level Expectations

13.1 90-Minute delivery target

Vicaso targets delivery of edited photo packages within 90 minutes after the Photographer marks the shoot complete and uploads the required raw media. Video, virtual staging, property websites, and other add-ons may have separate timelines disclosed at booking.

13.2 Limitations on the SLA

The 90-minute SLA target is a goal, not a guarantee. It excludes time spent waiting on Client input (for example, missing access information, Client requests for changes mid-edit), time during which the Service or third-party providers (Stripe, Brevo, Vercel, Supabase, Google) experience outages, force-majeure events, weather-related shoot delays, and orders that include large add-ons (Matterport, walkthrough video, branded video, neighborhood video) which carry their own timelines.

13.3 SLA remedies

If Vicaso fails to deliver the photo portion of an order within 6 hours of shoot completion (excluding Client-caused delays and force-majeure events under Section 13.2), the Client may, as their sole and exclusive remedy and at the Client’s election, receive (a) a 25% credit against the order, or (b) cancel the order with a full refund of any amounts paid. The 90-minute target itself does not create per-minute remedies.

14. Disclaimer of Warranties

THE SERVICE AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VICASO DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT.

VICASO DOES NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR DELIVERABLES WILL MEET YOUR EXPECTATIONS; (D) AI-GENERATED CONTENT WILL BE ACCURATE OR LEGAL TO USE IN ANY GIVEN JURISDICTION OR MLS; OR (E) ANY PARTICULAR LISTING OUTCOME (FOR EXAMPLE, SALE PRICE OR TIME-ON-MARKET) WILL RESULT FROM THE USE OF THE SERVICE.

Some jurisdictions do not allow disclaimers of certain implied warranties. To the extent that such disclaimers are unenforceable, the warranties described in this Section 14 are limited to the minimum scope and duration required by applicable law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) No indirect damages. VICASO AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST COMMISSIONS, LOST DATA, LOSS OF GOODWILL, OR LOSS OF BUSINESS, EVEN IF VICASO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Aggregate cap. VICASO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU ACTUALLY PAID TO VICASO UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

(c) Basis of bargain. YOU AGREE THAT THESE LIMITATIONS ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND VICASO AND THAT VICASO WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those cases, Vicaso’s liability is limited to the maximum extent permitted by law.

16. Indemnification

You will defend, indemnify, and hold harmless Vicaso, its affiliates, and its officers, directors, employees, and agents from and against any claims, demands, losses, liabilities, judgments, settlements, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or inability to use the Service; (b) your content or any content you publish via the Service (including property websites, marketing materials, and listing descriptions); (c) your violation of these Terms or any applicable law or regulation; (d) your violation of MLS or NAR rules or any third-party rights (including IP, privacy, fair-housing, or publicity rights); (e) for Photographers and Editors, your acts or omissions in performing services through the Service, including any claim by a property owner, occupant, or third party.

Vicaso may, at its option, assume the exclusive defense and control of any matter for which you are required to indemnify, in which case you will cooperate fully with Vicaso. You may not settle any matter without Vicaso’s prior written consent.

17. Dispute Resolution; Arbitration; Class Action Waiver

17.1 Governing law

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Washington, without regard to conflict-of-law principles, and by applicable U.S. federal law.

17.2 Informal resolution first

Before filing a claim, you agree to attempt to resolve the dispute informally by sending a written notice describing the dispute to legal@vicaso.com. The parties will negotiate in good faith for at least 30 days before commencing arbitration.

17.3 Binding individual arbitration

If the parties cannot resolve a dispute informally, any dispute arising out of or relating to these Terms or the Service (other than the small-claims-court and IP carve-outs in Section 17.5) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or, where applicable, Commercial Rules), with the seat of arbitration in King County, Washington. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class action waiver

YOU AND VICASO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

17.5 Carve-outs

Either party may (a) bring an individual action in small-claims court for disputes within that court’s jurisdiction; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction in King County, Washington to protect intellectual-property rights or to prevent unauthorized access to the Service. Each party waives any objection to venue and personal jurisdiction in such courts.

17.6 30-day right to opt out of arbitration

You may opt out of the arbitration provision and class-action waiver in this Section 17 by sending a written opt-out notice to legal@vicaso.com within 30 days of first accepting these Terms. Your notice must include your full name, account email, and a statement that you are opting out of arbitration. Opting out will not affect any other provision of these Terms.

17.7 Severability of arbitration provisions

If any portion of this Section 17 is found to be unenforceable, that portion will be severed and the remainder will be enforced; provided, however, that if Section 17.4 (Class Action Waiver) is found unenforceable as to a particular claim, that claim must be litigated in court rather than in arbitration.

18. Changes to These Terms

We may update these Terms from time to time. For material changes that adversely affect your rights, we will give you at least 30 days’ advance notice by email and/or in-product notice before the changes take effect. The “Last Updated” date at the top of this document will reflect the most recent revision. Your continued use of the Service after the effective date of an update constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Service and may close your account.

For non-material changes (typos, clarifications, restructuring), we may update these Terms without prior notice.

19. Termination

19.1 Termination by you

You may terminate your account at any time by following the instructions at /dashboard/settings or by emailing support@vicaso.com. Termination does not refund pre-paid subscription periods (see Section 5.4) and does not waive amounts owed for unpaid orders.

19.2 Termination by Vicaso

We may suspend or terminate your access to the Service at our discretion, with or without notice, for (a) breach of these Terms, (b) suspected fraud, abuse, or unlawful activity, (c) non-payment, (d) inactivity beyond a reasonable period, (e) regulatory or legal compulsion, or (f) decommissioning of the Service.

19.3 Effect of termination

Upon termination: (a) your access to the Service ends; (b) you remain liable for any amounts owed; (c) Vicaso may retain account data for the periods set forth in the Privacy Policy and applicable law; (d) license grants in Section 6 for fully paid orders survive; and (e) Sections 6, 14, 15, 16, 17, and 19.3 survive termination.

20. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, and any signed contractor agreement, are the entire agreement between you and Vicaso and supersede prior agreements on the subject matter.
• No waiver. Our failure to enforce any provision is not a waiver of the right to enforce it later.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect, modified to the minimum extent necessary to be enforceable.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for failure or delay due to causes beyond reasonable control (acts of God, severe weather, internet/utility outages, third-party service outages, labor disputes, government actions).
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except where expressly stated.
• Notices. We may give notice by email to the address on your account, by in-product message, or by posting to the Service. You must give us notice at legal@vicaso.com.
• Headings. Section headings are for convenience only and have no legal effect.
• Electronic communications. You consent to receive communications from us electronically.
• Export controls. You will comply with U.S. export-control laws and will not use the Service in or for the benefit of an embargoed country.
• Government users. The Service is “commercial computer software” within the meaning of the Federal Acquisition Regulation; U.S. government users acquire only the rights set forth in these Terms.

21. Contact Information

Vicaso, LLC
Seattle, Washington
United States

• General support: support@vicaso.com
• Legal and copyright: legal@vicaso.com
• Privacy: privacy@vicaso.com
• DMCA notices: dmca@vicaso.com
• Abuse / Acceptable Use reports: abuse@vicaso.com