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VSCO HUB AGREEMENT
Effective as of March 2, 2025

This Agreement (this “Agreement”) applies to your (“you” or “your”) use of the VSCO Hub platform, including any services provided in connection with such platform (“VSCO Hub”). By using VSCO Hub, you agree that this Agreement will become a legally binding agreement between you and Visual Supply Company (“VSCO”). Any capitalized terms not defined have the meanings ascribed to them in the Terms of Use, which are expressly incorporated into this Agreement and to which this Agreement is an addendum. You also agree that VSCO's Privacy Policy applies to your use of VSCO Hub.

If you sign up for VSCO Hub using an email address associated with your company or other organization (the “Entity”), you represent and warrant that (i) you have the authority to bind the Entity to this Agreement, and (ii) your use of VSCO Hub will bind the Entity to this Agreement. “You” or “your” in this Agreement means both you and the Entity.  

1. VSCO HUB

VSCO Hub Platform. VSCO Hub connects businesses, organizations, and other VSCO Hub users (collectively, “Users”) with users of VSCO’s mobile app and web platforms (“Creators”) looking for work. VSCO Hub is not a referral, matching or placement service, and does not provide or secure employment or guarantee engagements for any Creators.

Independent Transactions. VSCO provides a venue for Creators to be discovered, and does not directly enter into contracts between you and Creators. VSCO Hub may help connect you with Creators that are available or open to work to provide you services. However, VSCO does not perform, nor employ individuals to perform these services. You acknowledge that (a) VSCO is not responsible or liable for the offering, performance, or procurement of these services or the conduct of any Creators or any deliverables provided by Creators, (b) VSCO does not endorse any particular Creator or their offered services, and (c) nothing shall create an employment, consultancy, agency or joint venture relationship between you and VSCO, or between VSCO and any Creator offering services on VSCO Hub. You are solely responsible for your interactions with Creators, including your payment obligations, and they are solely responsible for their interactions with you, including the negotiation, execution, and performance of any contracts between you and Creators.

Personal Information of Creators. In the course of using VSCO Hub, you may receive access to personal information of Creators ("Creator Personal Information"). You may only use Creator Personal Information for the purpose of entering into transactions with Creators for creative services, and for no other reason. You may not use Creator Personal Information for any other purpose, including (a) selling or trading Creator Personal Information, or (b) using any Creator Personal Information to send marketing or promotional messages to a Creator, unless such Creator has provided their prior consent in accordance with applicable law. You may not transfer Creator Personal Information outside your jurisdiction without our prior consent.

2. USE OF SERVICES

Registration and Account Information. When you sign up for VSCO Hub, you will be asked to create an account and provide us with certain information about yourself and your organization, which you agree will be used in accordance with VSCO's Privacy Policy.

Access to VSCO Hub. Subject to your compliance with this Agreement, you are granted a non-exclusive, limited, non-transferable, revocable, license to access and to use VSCO Hub for your business purposes, and not for redistribution of any kind. At any time, we may condition your use of VSCO Hub on your passing a know-your-client process, business verification, or similar check. VSCO and our licensors retain all right, title, and interest in, and to VSCO Hub, including all intellectual property rights therein.

Your Interactions with Creators. You must not engage in any harmful, exploitative, or illegal conduct toward our Creators, and must comply at all times with our Community Guidelines in your interactions with Creators, through VSCO Hub, in person, in your posting of User Content, or otherwise. We may suspend or revoke your access to VSCO Hub, without refund, if you violate our Community Guidelines.

Prohibited Content. You may not upload, post, transmit or otherwise make available in VSCO Hub: (a) any content or material (including any User Content) that infringes upon a third-party right, including copyright, trademark, right of publicity, privacy, or any other intellectual property rights, (b) any software viruses, Trojan horses, worms, or any other malicious application or code, (c) any content or material which may constitute or encourage conduct that is a criminal offense or otherwise violates any applicable law, or (d) is meant to harass or stalk any Creator, or contact any Creator after they have asked not to be contacted. Any content you make available in VSCO Hub must comply with our Community Guidelines.

Project Requests.  We may provide you the ability to create and post requests for specific types of creative needs (“Projects”). You must ensure that any Projects, including ones facilitated through VSCO Hub, in person or otherwise, comply with VSCO’s terms and conditions, including this Agreement and our Community Guidelines. You may not provide any personal information you receive about a Creator through VSCO Hub to any third parties, except for your service providers who need such information to perform their services. You may not copy or create derivative works of other Projects posted by other Users. Your Projects may not include any content described in the section “Prohibited Content” above. You consent to VSCO sharing your contact information or any other information relevant to your Project with Creators for purposes of facilitating your Projects, subject to Section 1 above.

Recommender Systems. We use recommender systems to suggest creators and content to you. This Help Center Article (How VSCO's Search and Recommender Systems Work) contains more details about these recommender systems.

3. SUBSCRIPTION AND PAYMENTS

Subscriptions and Renewals. We may offer a  monthly or annual subscription (“Subscription”) in relation to the use of  VSCO Hub. If applicable, your Subscription will automatically renew on a monthly basis or annual basis, upon your election. All payments are non-cancellable and non-refundable.

Canceling Your Subscription. You can cancel your Subscription or prevent any auto-renewal of your Subscription by opting to do so in the VSCO Hub platform. Cancellation of your Subscription will be effective at the end of your then-current Subscription term, and your Subscription will not be renewed after your then-current Subscription term. You will not receive a refund for any prorated fees you paid for the then-current Subscription term.

Payment Service Provider. All financial transactions related to our services will be processed by our third-party payment service provider for online payments according to its terms and conditions. We aren’t responsible in any event for the actions or inactions of the third-party payment service provider, including system downtime or payment service outages, and any billing and fee disputes may require resolution between you and third-party directly.

4. CONFIDENTIALITY

Confidential Information.  You and VSCO agree that all code, inventions, know-how, or business, technical, and financial information disclosed to one of us (the “Receiving Party”) by the other (the “Disclosing Party”), constitute the confidential information of the Disclosing Party (“Confidential Information”), provided that it is either identified as confidential at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Confidential Information will not, however, include any information that the Receiving Party can demonstrate: (a) was publicly known or made generally available through no action or inaction of the Receiving Party, (b) is already in the possession of the Receiving Party, or is obtained by the Receiving Party from a third party without an associated confidentiality obligation, or a known breach of the third party’s obligations of confidentiality, or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by the Receiving Party’s contemporaneous written records.

Non-Disclosure Obligations.  Except as expressly authorized here or as necessary to perform its obligations under this Agreement, the Receiving Party agrees: (a) not to disclose any Confidential Information to third parties, and (b) not to use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations under this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law provided that the Receiving Party will use reasonable efforts to seek confidential treatment for such Confidential Information, and, if and as permitted by law, will provide prior notice to the Disclosing Party to allow the Disclosing Party to seek protective or other court orders. These confidentiality obligations will remain in effect for a period of five (5) years from the date of disclosure, except with respect to trade secret information, for which the obligations shall survive until the information becomes publicly known or made generally available through no action or inaction of the Receiving Party.

5. TERM AND TERMINATION

Term. This Agreement applies beginning on the date you first used our services or the date you accepted these terms, whichever came first, and will continue to apply until terminated. The term of this Agreement will continue until the end of your Subscription for VSCO Hub or termination by VSCO, as applicable.

Termination for Cause. We may terminate this Agreement if we determine that you have materially breached this Agreement, which includes, but is not limited to:  violating our Community Guidelines, failing to fulfill your obligations to a Creator, including payment obligations, engaging in any harmful or abusive conduct toward a Creator, or violating any applicable laws.

Effects of Termination.  Upon termination of this Agreement, you will lose access to VSCO Hub. Any provisions of this Agreement that are intended to survive termination will remain in effect.

6. DISCLAIMER, RESPONSIBILITY, AND LIMITATION OF LIABILITY

Warranty Disclaimer.  VSCO Hub is provided to you on an “as is” and “as available” basis without warranty of any kind.  To the maximum extent permitted by law, we expressly disclaim all warranties of any kind, express, implied, or otherwise, including any implied warranties of title, merchantability, non-infringement, and fitness for a particular purpose. VSCO is not responsible for, and provides no warranty relating to the conduct or any services provided by Creators.

Tax Disclaimer. You are solely responsible for paying any direct or indirect taxes that may apply to you, depending on your residency or location. You agree to comply with your obligations under applicable tax laws and regulations in your jurisdiction.

Responsibility for Use.  You will be solely responsible for your use of VSCO Hub, and hereby indemnify us for any claims arising out of or relating to your use of VSCO Hub in violation of this Agreement or our Community Guidelines, or your interactions with Creators.

Limitation of Liability. VSCO will not be liable for (a) any indirect, punitive, incidental, special, consequential, or exemplary damages you might experience from VSCO Hub (including in-person interactions resulting from connections made through VSCO Hub); or (b) any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding USD $100.00. The limitations of damages set forth above in this section are fundamental elements of this Agreement between you and VSCO.  This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.  The foregoing limitation of liability will apply to the fullest extent permitted by law in accordance with the terms of this Agreement.

7. INFORMAL CLAIM RESOLUTION

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

8. ARBITRATION AGREEMENT

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

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

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

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

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

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

Initiating an Arbitration Claim. To begin an arbitration proceeding after complying with the informal dispute resolutions provided above, you must send a Demand for Arbitration, including a copy of this Agreement and a description of your dispute to National Arbitration and Mediation at 990 Stewart Avenue, First Floor, Garden City, NY 11530 (“NAM”), with copies to (1) VSCO at [email protected], and (2) our registered agent at CT Corp, 1209 Orange Street, Wilmington, Delaware, 19801. You must also provide a certification that you have complied with the informal dispute resolution provided above, signed by you and counsel who is representing you in the matter.

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

Authority of Arbitrator. NAM’s arbitrator(s) assigned to or chosen for your dispute will have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement; and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. The arbitration proceeding will decide each of your and VSCO’s rights and liabilities, if any. The arbitration proceeding will not be consolidated or joined with any other matters or parties. The arbitrator will have the authority to grant motions resolving any claim, to award monetary damages, and to grant any non-monetary remedy or relief available under applicable law, the arbitral forum’s rules, and this Agreement, including injunctive relief. The arbitrator will issue a written award and decision describing the essential findings and conclusions underlying any award, including the calculation of any damages. The award of the arbitrator is final and binding upon both you and VSCO.

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

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

Batch Arbitrations. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar disputes within 90 days of each other, then you and VSCO agree that NAM will administer them in batches of up to 50 claimants each (“Batched Claims”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batched Claim. NAM will administer each Batched Claim as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batched Claim. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batched Claim, it will be severed and arbitrated in individual proceedings. This provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances.

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

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

9. PUBLICITY

We may feature Users, including your corporate name and logo to identify you as a VSCO Hub User, for marketing and promotional purposes, including on VSCO’s website and social media channels. You can opt out of this provision by making a clearly written request to be removed to [email protected].

10. GENERAL

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

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

Changes to the Agreement. This Agreement is subject to change at any time. If we make material changes to this Agreement, we will provide a new copy of the updated terms on VSCO Hub or elsewhere on our Services. Any changes will be effective immediately for new Creators and effective for continuing Creators upon the earliest of: (a) thirty (30) days after posting notice of such changes on VSCO Hub; (b) thirty (30) days after dispatch of an email notice or notice delivered through an in-app modal of such changes to you; or (c) your consent to the updated terms, if applicable. Your continued use of VSCO Hub indicates your acceptance of any changes. If you do not agree to any changes after receiving a notice, don’t continue using VSCO Hub, or close your Account. Please regularly check this page to view the then-current terms.

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

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

Notice. If we require that you provide an email address, you must provide us with your most current email address. If the last email address you provided to us is invalid or doesn’t deliver our notices, our notice is effective upon dispatch. You can give us notice at the following address:  548 Market Street, Suite 92958, San Francisco, California 94104-5401, Attn: Legal. Notice is effective upon our receipt of delivery by a nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

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