TERMS OF USE AGREEMENT
THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between LES YEUX SOLUTIONS, a limited liability company organized under the laws of the state of California (“Vendor”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Vendor’ website: https://lesyeuxsolutions.com (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Vendor shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Vendor for services rendered shall remain and continue to be an ongoing obligation owed by Client to Vendor.
1. Intellectual Property Rights
The Website and its content, including text, graphics, videos, and other materials (collectively referred to as "Content"), are provided for informational purposes only to showcase the quality and range of services offered by Vendor. Any logos, trademarks, service marks, or copyrighted materials belonging to third parties are used solely to demonstrate the production capabilities and services of Vendor. Vendor does not claim ownership of any third-party content displayed on the Website.
All Content provided on the Website is intended to give a general perspective of the services provided by Vendor and should not be interpreted as an endorsement or ownership of third-party logos, brands, or copyrighted materials.
2. Ownership of Materials
Notwithstanding Vendor’s ownership of Submissions, all final video production files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Vendor to become the owner of a Project, in whole or in part, rather than Client, Vendor irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any materials provided to Vendor as examples or as material to be incorporated into a project during the production process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Vendor always reserves the right to share the Client's video work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3. Licensed Content and Third-Party Materials
The client assumes all responsibility for any consequences resulting from infringements or claims by third parties related to the intellectual rights of the Project.
In the event that any Project incorporates fonts, audio, sounds, or other licensed materials that are not owned by Vendor and require a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Licensed Content”), Vendor will purchase this Licensed Content from open sources at one's discretion.
If the Client requires specific Licensed Content that exceeds the standard procedure of using open-source Licensed Content, an additional fee may apply. This fee will typically equal the price of the required Licensed Content from the rights-holder(s) necessary to legally reproduce, distribute, or publicly display the Project.
In case the Client orders a custom sound design or soundtrack creation service from Vendor, the rights to these custom-created materials can be transferred from Vendor to the Client upon completion of the project, subject to the terms agreed upon between both parties.
4. User Representations
By using the Website, Client represents and warrants that:
Client has the legal capacity and agrees to comply with these Terms of Use;
Client is not a minor in the jurisdiction of their domicile;
Client will not access the Website through automated or non-human means;
Client will not use the Website for any illegal or unauthorized purpose;
Client’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Vendor on behalf of the Client. Further, Client agrees to refrain from the following:
Make any unauthorized use of the Website;
Retrieve data or content for the purposes of creating or compiling a database or directory;
Circumvent, disable, or otherwise interfere with security-related features on the Website;
Engage in unauthorized framing or linking of the Website;
Trick, defraud or mislead Vendor or other users;
Interfere with, disrupt, or create an undue burden on the Website or Vendor’s networks or servers;
Use the Website in an effort to compete with Vendor;
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;
Harass, annoy, intimidate, or threaten any of Vendor’s employees, independent contractors, or agents providing services through the Website;
Delete the copyright or other rights notice from any Content;
Copy or adapt the Website’s software;
Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Website;
Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;
Disparage, tarnish, or otherwise harm Vendor;
Use the Website in a manner inconsistent with any applicable laws, statutes, or regulations.
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of Vendor and Vendor is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Vendor shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Vendor for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Management and Oversight
Vendor reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute, or regulation. Vendor further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Vendor, without notice or liability to Client. All decisions regarding the management of the Website and changing the Terms of Use shall be at the sole discretion of Vendor and shall be designed to protect Vendor’s rights and property.
8. Privacy Policy
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access to Website from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes, or regulations differing from those of the United States which govern personal data collection, use, or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Vendor does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Vendor without parental consent, Vendor shall delete that information as soon as reasonably practical.
9. Changes, Returns and Refunds
Changes to the scope of work that materially affect cost will require the execution of a change order. The change order will define the additional work in detail, and provide the additional costs clearly. It is understood that the Deliverables as described will not require change orders.
Vendor reserves the right to deny refunds based on its own self-discretion and without notice or liability to Client. Refund requests are assessed on a case-by-case basis. Should Client request a refund during the first month of use, all materials produced by Vendor are ownership of the company and are prohibited from being used by the Client in any way. If the project is terminated before completion, the Client will pay any engaged production costs, corresponding fees, and/or any related costs. If a refund is deemed to be appropriate, there will be a 30% fee assigned. Vendor reserves the right to take appropriate legal actions against Client for breach of this paragraph.
10. Modification
Vendor reserves the right to change, alter, modify, amend, or remove anything or any content on the Website for any reason at its sole discretion. Vendor reserves the right to modify or discontinue all or part of the Website without notice and liability to the Client.
11. Connection Interruptions
Vendor does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond Vendor's control. Client agrees that Vendor shall not be liable to the Client for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in the connection or service.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of the United States of Santa Clara County, California. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.
14. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at the Client’s sole risk. Vendor disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Vendor makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Vendor assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Vendor’ secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Vendor does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website, or any website or mobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Client shall indemnify, defend, and hold Vendor and Vendor’s representative harmless from any and all claims, liabilities, damages, and expenses including actual attorney’s fees and court costs arising from Client’s use of Vendor’s work.
Vendor and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from Client’s use of the Website. Client agrees to defend, indemnify, and hold harmless, Vendor and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Vendor reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Vendor hereunder. Client agrees to cooperate with the defense of such claims.
16. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Vendor shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against Vendor from any such loss or corruption.
17. Electronic Communications, Transactions, and Signatures
Client hereby consents to receive electronic communications from Vendor and Client agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Vendor or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
18. Showcasing Video Work
Vendor reserves the right to share video work on digital channels including social media, website, etc., unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Vendor, which in turn would void the right of Vendor to share or discuss Client's work publicly.
19. Artistic Release
Vendor will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Les Yeux Solution's current portfolio and Vendor will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:
- Every Project is different, with different tastes and needs. Creative video production services are often a subjective art and Vendor has a unique vision, with an ever-evolving style and technique;
- Vendor will use its artistic judgment when providing Services for Client, which may not include full adherence to Client's expectations;
- Although Vendor will use reasonable efforts to incorporate Client's suggestions and desires when providing Client with the Services, Vendor shall have the final say regarding the aesthetic judgment and artistic quality of the Services;
- Dissatisfaction with Vendor's aesthetic judgment or artistic ability is not a valid reason for termination of this Terms & Conditions or request of any funds returned.
20. Miscellaneous
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Vendor. Failure of Vendor to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or enforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between Client and Vendor.
21. Contact Information
For any questions or complaints regarding the Website, please contact Vendor at: hello@lesyeuxsolutions.com.