Terms of service

 Issue Date: 01/08/2025


Introduction

Welcome to Visune’s Terms of Service ("Terms"). 

These Terms govern  access to and use of our Platform (www.visune.io), Services (including licensing, subscriptions, and support), and Assets (digital products like 3D models, materials, and textures). 

They are intended to ensure clarity and fairness for all Users while protecting Visune’s proprietary materials. If you do not agree, you must refrain from using or continuing to use our Services.

Key provisions include, amongst other things:

    • Glossary – For definitions (e.g. Services, Platform, Units, Assets)

    • Statutory Consumer Cancellation Rights – relevant for Individual Licence holders who are natural persons acting for purposes outside their trade, business, craft, or profession

    • Account & Licensing Rules – Strict requirements for individual and enterprise users.

    • Usage Rights & Restrictions – Permitted and prohibited uses of Assets.

    • Payment & Refunds – Policies for Units, subscriptions, and late payments.

    • Intellectual Property – Ownership rights and permitted modifications.

    • Liability & Disputes – Limits on our responsibility and how concerns are resolved.

    • Enforcement – Actions we may take for violations.

The Terms are intended to apply exclusively, superseding all other agreements unless expressly confirmed in writing by Visune. 

Updates may occur, and continued use constitutes acceptance.

Questions? You can email Visune at info@visune.io

Glossary

Advice: Any advice, recommendation or suggestion given by Visune or its employees, contactors or agents to a User in connection with the Assets or Services (including as to style, layout, storage, application, use or suitability).

Assets: Any proprietary digital product made available by Visune, including but not limited to KeyShot files (.BIP, .KSP, .KMP), Blender files (.blend), textures (.JPEG, .PNG), 3D models (.OBJ, .FBX) or other downloadable content.

Authorised Officer: Any of Visune’s directors or other officers (as officers is defined under the Companies Act 2006).

Business Day: A day other than a Saturday or Sunday or public holiday in England, when banks in London are open for business.

Confirmed Advice: Any Advice confirmed in writing by an Authorised Officer and which expressly states/confirms that it is binding on Visune.

Contract: The contract between Visune on the one hand and a holder of a licence issued under this Terms or a User on the other hand for or concerning the supply of the Services and/or Assets and/or related access/use.

Consumer: A natural person acting for purposes outside their trade, business, craft, or profession.

License Holder: A person with an Individual Licence or Enterprise Licence under an account opened on the Platform subject to the terms of the Contract.

Loyalty Bonus: Accrued every month through monthly subscriptions, this grants subscribers a higher rate of monthly Units. At month six and beyond, they will achieve the maximum rate.

Platform: The online service accessible via www.visune.io (or such other URL as Visune may designate from time to time).

Promotional Material: Any samples, designs, drawings, technical descriptions or other descriptive matter or advertising issued by Visune, as well as any descriptions of the Assets or illustrations or descriptions of the Services contained or referred in Visune’s correspondence, catalogues, brochures and other offline documentation (and/or contained or referred to on any website, social media or other online platform). 

Proposal: Any quote, presentation, proposal, tender submission, order form or other document from Visune setting out or incorporating by reference the specifics of the Assets and/or Services, pricing and other aspects of the Order.

Services: Access to and use of the Platform, including purchase, redemption, licensing of Units and Assets, and any related support or ancillary services.

Software: Any third-party rendering or design software application (e.g., KeyShot, Blender) in which Visune Assets are intended to be utilised.

Terms: Has the meaning given at the start of these terms and conditions above. 

Unit: A proprietary digital token issued by Visune, redeemable solely within the Platform for the purpose of obtaining Assets.

User: Any individual or entity authorised by Visune to access and use the Services under these Terms.

Virus: Any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices

Visune: VISUNE LIMITED (English company with registered number 11200862), whose registered office is at Arc Space, Western Street, Nottingham, England, NG1 3AZ).

 

Statutory Cancellation Right for UK and EU Consumers

This paragraph 1(3) only applies to Individual Licence holders who are Consumers within the UK and EU.

A “Consumer” is a natural person acting for purposes outside their trade, business, craft, or profession. 

Right to Cancel: If you as an Individual Licence holder are a Consumer, you may have a statutory right to cancel certain purchases made through the Platform within 14 days without giving any reason, as explained below.

Subscriptions: If you purchase a subscription (including a plan that allocates Units for use on the Platform):

    • you have the right to cancel the subscription within 14 days from the date of purchase and receive a full refund, unless:

      • you request that Visune begin providing the Services (i.e. Platform access and Unit allocation) immediately; and

      • you acknowledge that, by doing so, you will lose your 14 day cancellation right once the Services begin.

    • Visune will confirm your waiver and acknowledgement in a durable format (e.g., email).

If you cancel within 14 days and have not used any Units or downloaded any Assets, you will receive a full refund. If Units have been used, Visune may issue a partial refund to reflect the unused portion of the subscription, at Visune’s discretion.


One-Off Unit Purchases (Pay-as-you-go): If you purchase Units individually without a subscription:

    • you have the right to cancel the purchase within 14 days from the date of purchase and receive a full refund, provided the Units have not been redeemed for any Assets; and

    • if you redeem Units during this period, you will lose your cancellation right only if:

      • you consent to immediate delivery of digital content; and

      • you acknowledge that you will lose your cancellation right upon redemption; and

      • we provide confirmation in a durable format (e.g. email).

Redemption of Units for Digital Content: 

    • If you redeem Units for digital Assets, you will lose your right to cancel only if:

      • you explicitly consent to immediate delivery (e.g., by ticking a box stating something like: "I agree to receive this content immediately and lose my statutory consumer right to cancel within 14 days"); and

      • Visune provides you with a confirmation of your consent and acknowledgement in a durable format (e.g. email or account receipt).

    • If you do not give valid consent and acknowledgement, your 14-day cancellation right will continue to apply for unredeemed Units and unused Assets.

Refunds of Unused Units: Refunds are available for unused Units cancelled within 14 days, provided no Assets has been downloaded.

Refund of Redeemed Units: No refund is due for Units redeemed for Assets if valid waiver conditions were met. For defective or misdescribed Assets, we may, at our discretion, reissue Units or offer a replacement.

Annual Auto-Renewals: You may cancel annual renewals within 14 days of renewal and receive a refund for unused Units, subject to any statutory rights.

Business Users: If you are not a Consumer (e.g. you are using the Platform for trade, business, craft, or profession), you will not have any statutory cooling-off rights. All purchases are final and non-refundable, unless otherwise agreed by us in writing.

1. Preliminary

(1) Visune:

    • Visune Limited is an English company with registered number 11200862.

    • Visune’s registered office is at Arc Space, Western Street, Nottingham, England, NG1 3AZ.

    • For legal correspondence or licensing matters, contact: info@visune.io 

(2) Terms:

    • These Terms apply to all the licences for Services, accounts with Visune for Services, Units, Assets acquired from Visune and related Contracts.

    • To the fullest extent permitted by law, the following do not apply: (i) a User’s own terms (including those in their communications or documents), (ii) terms based on custom, practice, or past dealings, and (iii) terms implied by law - except where, in the case of Consumers, such terms cannot be excluded under applicable consumer protection laws (e.g., Consumer Rights Act 2015).

    • Visune may, at its sole and discretion, change portions of these Terms at any time by posting such changes on or through the Services or Platform, or otherwise notifying Users in writing. 

    • Please check the Platform periodically for changes. 

    • The changed Terms will automatically be effective and binding on the earlier of (i) the User’s continued use of the Services/Platform.


2. Account Requirements

(1) Valid Accounts: Users must create and maintain a valid account with Visune and keep login credentials confidential and secure. Access to Assets is restricted to authenticated accounts only. 

(2) Multiple Account Restriction: Users shall not create or maintain multiple accounts to exploit pricing, accrue bonus Units, or circumvent license restrictions. Such acts constitute a material breach and may result in immediate termination of all related accounts, revocation of access, and forfeiture of Units without refund.

(3) Account Sharing: Account credentials are personal and must not be disclosed, sublicensed, transferred, or shared. Each account is for the exclusive use of the registered User. This restriction applies to all license tiers, including Enterprise Licenses.

(4) Licences: 

    • An Individual Licence or Enterprise Licence is needed to access and use the Services, purchase Units on the Platform, redeem Units for downloadable Assets or do any combination of any of the above. 

    • The Licence type can be selected when purchasing Units on the Platform.

(5) Enterprise License Enforcement: 

    • Organisations using Enterprise Licenses must register or change each authorised User individually via the Team administration panel.

    • Visune will set or approve the applicable method of authentication of each User under an Enterprise Licence. 

    • Any access by non-registered individuals constitutes unauthorised use. 

    • Such Enterprise Licence holders must ensure that all of their authorised Users comply with all of these Terms.

    • The rights provided under the Contract to an Enterprise Licence holder are for that organisation only, and not for any other company, limited liability partnership or other organisation in a group of entities with the ultimate majority beneficial owners.

(6) Non-transferability: Account and related licence ownership and credentials are strictly non-transferable. Any attempted assignment or transfer is null, void, and grounds for immediate termination.

(7) Non-sublicensable: Except as expressly permitted under the Terms, a Licence Holder or User cannot sub-licence any of the User’s rights under the Contract to any third party.

(8) Data Usage: Data collected for enforcement is processed per applicable data protection laws and Visune’s privacy policy at  https://visune.io/policies/privacy-policy  

(8) Disclaimers: Pages for Assets on the Platform contain disclaimers covering things like minimum Software/equipment requirements. Access and usage of the Platform, Services, Units and Assets is subject to all of those Disclaimers. Before acquiring or downloading any Asset the User must read and accept such disclaimers. 

3. Licensing & Usage Rights

(1) License Types:

    • Individual License: Granted to a single natural person. Not valid for organisations exceeding one Software user or £2 million annual revenue. Prohibits sharing Assets with third parties, including clients, collaborators, or employers.

    • Enterprise License: Required for organisations with two or more Software users or annual revenue over £2 million. All users must be registered with unique accounts on the Team panel. Shared credentials or generic access are forbidden.

(2) Permitted Use:

    • Individual License: Internal communications, concept development, client presentations, portfolio and social media content under User’s name, trade show materials not for commercial advertising.

    • Enterprise License: All Individual license uses plus retail packaging, e-commerce visuals, retail displays, paid advertising (online, print, broadcast), promotional campaigns, and marketing collateral.

(3) All Licences:

    • Users may modify Assets only for internal use within their licensed scope (but modified Assets remain subject to the Terms).

    • Users may use Assets as expressly permitted under these Terms.

(4) Prohibited Uses (All Licenses):

    • Creating derivative libraries, templates, or toolkits for distribution.

    • Using Assets to train, fine-tune, or augment AI or machine learning models.

    • Filing for IPR registrations (copyright, trademark, design) incorporating Asset components.

    • Doing anything else prohibited by the Terms.

(5) Licenses are non-transferable, revocable, royalty-free, and subject to continued compliance with these Terms and other aspects of the Contract.

4. Asset Purchases & Redemption

(1) Units purchased on the Platform do not expire and remain redeemable for Assets whilst the account/licence of the Licence Holder remains active.

(2) Subscription holders receive monthly Unit allocations based on their tier. Unused Units accumulate and remain available unless redeemed.

(3) On monthly subscriptions, the amount of Units granted per month is determined by the user's Loyalty Bonus. At month six and beyond, they will receive the full bonus and highest rate of Units. See Pricing for more details. 

(4) Should a User terminate a monthly subscription, their Loyalty Bonus will be reset to 0. If and when they re-subscribe, their Bonus will start from there. 

(5) Licence Holders can purchase one-off Unit packs whether or not they have subscription plans under their licences. 

(6) Licence Holders may pause, modify, or cancel subscriptions via the account dashboard. No pro-rata refunds will be issued for unused Units on cancellation.

(7) Units are non-refundable (and Units redeemed for Assets cannot be reversed). However:

(8) For Consumers that cancel under the Statutory Cancellation Rights for Consumers section of these Terms above, the refund rules under that section apply.

(9) In all other situations, if an Asset is defective, corrupted, or materially inconsistent with its description, Visune may, at Visune’s discretion, reissue equivalent Units or offer an alternative remedy.

(10) Refund requests for annual subscription renewals are only considered within 14 calendar days post-renewal and only if allocated Units remain entirely unused.


5. Distribution & Modification

(1) A User cannot incorporate Assets into products or deliverables for sale, resale or redistribution..

(2) Users may modify Assets only for internal use within their licensed scope. Modified Assets remain subject to all license restrictions.

(3) Redistribution, resale, or external sharing of modified Assets with any third party is prohibited; however, Enterprise License holders may share modified Assets internally with registered team members only.

(4) Users must not distribute any Assets publicly, including via file-sharing or cloud platforms.

6. Download Limits & Access

(1) Individual License holders have unlimited downloads for Assets acquired.

(2) Enterprise License holders have unlimited downloads per registered User for Assets acquired.

(3) Circumvention of download controls (e.g., VPN masking, automated scripts, account cycling) is a material breach.

(4) There is no time limit from Visune for usage of downloaded Assets; however, usage of Assets is subject to the User having access to and usage of applicable Software needed for such usage.

 

7. Subscriber Freebies 

(1) Individual Licence holders (under either active Premium or Pro subscription plans only) and Enterprise License holders with an active subscription plan are entitled to receive complimentary Assets occasionally by email or any other method selected by Visune. 

(2) Such complimentary Assets are subject to the same licensing terms and restrictions as other Assets under these Terms.

 

8. IPR

 

(1) Subject to licences granted under the Contract and paragraph 8(2) below, the following remain Visune’s exclusive property as between Visune on the one hand and Licence Holders or Users on the other hand:

    • Assets

    • All IPR in the Platform, Services and Assets

    • All other IPR produced by Visune through the Platform or Services

    • All IPR in and around the Visune brand (whether in word, logo or symbol form)

    • All IPR in and around the URL visune.io 

(2) Users retain ownership of output (imagery, renders, videos) created with Assets, provided these are not redistributable derivative files of the Assets themselves.

(3) Redistribution, resale, sublicensing, or public access of Assets constitutes infringement and will be pursued to the fullest legal extent.

(4) “Replicas” are digital recreations of third-party products and remain the IPR of respective brands. Visune disclaims ownership of any third-party trade dress, logos, or designs.

 

9. Platform Protection

 

(1) Each User must:

    • not access, store, distribute, upload or transmit any Virus when accessing or using the Services or the Platform;

    • not access, store, distribute, upload or transmit any material when accessing or using the Services or the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property;

    • not (except as expressly permitted in writing by the Contract, Visune or applicable laws) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Assets (or any software comprised in such Services and/or Assets) in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software comprised in the Platform or the Services; 

    • not access all or any part of the Services or the Platform in order to build a product or service which competes with the Services or the Platform; 

    • not use the Services or the Platform to provide services to third parties that are not expressly approved in advance and in writing by the Supplier; 

    • not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or the Platform available to any third party except the Users; 

    • not attempt to obtain, or assist third parties in obtaining, access to the Services or the Platform, other than as provided under this Contract; 

    • use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services or Platform (or software comprised in such services or Platform) and, in the event of any such unauthorised access or use, promptly notify Visune; and

    • ensure that its network and systems comply with the relevant specifications (if any) provided by Visune from time to time

10. Enforcement, Monitoring & Termination

 

(1) Visune may monitor, log, investigate and audit account activity (including IP addresses, device identifiers, login times, and usage patterns) to enforce compliance using technical and legal means. Suspected breaches may result in suspension, termination, or legal action for the applicable User(s) and/or the holder(s) of the applicable licence.

(2) Users must provide written compliance declarations upon request, including user counts and Software deployment info.

(3) Visune may for material breaches of these Terms, misuse of the Platform, Services, Units or Assets or protection of the Platform, IPR, data or reputation of Visune: 

    • suspend or terminate accounts (and/or related licences and Contracts) for any User(s) and/or applicable Licence Holder(s) without notice 

    • block access to Users for the future;

    • remove Units:

    • block internet protocol (IP) addresses;

    • initiate legal proceedings to prevent violations and recover damages;

    • pursue other rights and remedies; or

    • do any combination of any of the above.

(4) No refunds are issued following Visune’s enforcement or Visune’s termination actions.

 

11. Services

 

(1) Visune will use reasonable efforts to keep the Services available on a 24 hour basis for Users under an active licence, except for:

    • scheduled maintenance (as published on the Platform or otherwise notified to Licence Holders and/or Users);

    • emergency or security-related unscheduled maintenance; or

    • unauthorised third party activity like a cybersecurity incident.

(2) Subject to Term 11(1) above, Visune will provide Services with reasonable skill and care.

 

12. Financials

 

(1) Charges and payment for Services and Units shall be as per the content from time to time published on the Platform.

(2) All such charges are expressed inclusive of all applicable VAT. 

(3) Invoices are payable immediately on issue to the extent that the invoiced amount has not already been paid.

(4) Visune may charge late payment interest on any amount that becomes overdue. Such interest shall accrue daily on the overdue payment for the period after its due date, and shall be based on an interest rate of 4% above the Bank of England’s base rate for the first 30 days of the overdue period and 8% above the Bank of England’s base rate for the period after such 30 days.

(5) Receipt and/or banking of a payment by Visune that is less than the required/invoiced amount for any reason will not be deemed a waiver of the remainder unless and until such waiver is made or confirmed expressly in writing by Visune. 

(6) Visune may, without prejudice to any other rights it may have, set off any liability of the User to Visune against any liability of Visune to the User.

 

13. Liability

 

(1) Nothing in the Contract shall be interpreted or operated to exclude or limit any liability for fraud or for any other matter for which liability cannot be excluded or limited under the law. Also, nothing in this Contract affects statutory rights of Consumers under the law. All other terms of the Contract apply subject to the first two sentences of this paragraph 13(1).

(2) All conditions and warranties or terms of equivalent effect implied under the law (by statute or otherwise) that are not expressly reproduced in the Contract are excluded to the fullest extent permitted by law.

(3) Visune is not liable for delays or failures caused by any event or circumstance beyond its control (e.g. natural disasters, severe weather, unintended fires, epidemics, civil unrest, war, government actions, material shortages, equipment/service failures of suppliers or other third-party acts, or any combination thereof). 

(4) Visune is not liable for the following to the fullest extent permitted by law, under any statute, contract, common law, equitable principle or otherwise:

    • unforeseeable losses – a loss or damage is “unforeseeable” if it is not an obvious consequence of Visune’s breach or negligence or if it is not contemplated by the parties when the Contract is created;

    • loss or depletion of production, sales, business revenue, profits, goodwill, anticipated savings, capital gains or equity value;

    • losses concerning business interruption, loss or corruption of data or wasted expenditure; 

    • without prejudice to the above, special losses, commercial losses or pure economic losses;

    • indirect or consequential losses;

    • any loss or other liability caused by or made worse by any statement, act or omission of a User;

    • any loss or other liability caused by or made worse by any issue concerning Software (for example, its access, usage, functionality and related equipment needed to benefit from the Software);

    • any loss or other liability caused by or made worse by any event, circumstance or occurrence within the scope of paragraph 13(3) above;

    • any loss or other liability from using Advice that is not Confirmed Advice;

    • punitive damages; or

    • any combination of any of the above,

(5) Visune’s total liability outside the scope of paragraph 13(1) is capped for each year of the Contract at a sum equal to 150% of annual fees payable by the applicable Licence Holder for that year.

(6) Each User agrees to indemnify and hold harmless Visune in full and promptly on first written demand, from and against any costs, losses or other liabilities (including, but not limited to, by those triggered by any third-party allegations or claims) caused by, arising from or concerning such misuse of Assets and/or breach of these Terms.

(7) In respect of Concerns:

    • “Concern” means any grievance, allegation, complaint, concern, dispute or claim of any kind between the parties concerning or arising from this agreement (including those concerning or arising from the conduct or performance of any party).

    • “Expert Nominating Body” shall be, in descending priority order (or any successor body from time to time), the Academy of Experts, the Institute of Chartered Accountants of England and Wales, the ICC International Centre for Expertise, or the courts of England and Wales, provided that a lower-priority body may only be used if all higher-priority bodies cannot or will not act.

    • A party (the “Concerned Party”) must notify the other party in writing of any Concern within 60 days of becoming actually aware. Failure to do so resolves the Concern fully and finally.

    • The parties will cooperate in good faith to resolve Concerns, applying this agreement’s terms to find a reasonable, cost-effective solution, including prompt investigations and reasonable information sharing.

    • If unresolved within 30 days, either party may request the Expert Nominating Body to appoint an Expert (acting as expert, not arbitrator) to resolve the Concern per this agreement’s terms.

    • The Expert must address Concerns in this order: (1) mandatory applicable laws; (2) written post-agreement amendments; (3) this agreement’s terms; and (4) other relevant factors.

    • The Expert may adopt procedures and processes they deem appropriate, subject to this paragraph 13(7).

    • The Expert may request necessary information/documentation, provided they are bound by confidentiality terms at least as strict as this agreement’s.

    • Parties must promptly provide requested information/documentation within their possession or control.

    • Parties will cooperate in good faith with the Expert (and each other) to resolve the Concern.

    • Costs for the application, Expert, and Expert Nominating Body shall be as determined by the Expert. 

    • The Expert’s findings are binding if approved in writing by both parties, unless fraudulently obtained.

    • Expert findings may be cited in court proceedings.

    • If litigation results in a substantially similar ruling to the Expert’s, the claimant pays no less than 80% of both parties’ legal costs, and the other party pays no more than 20%.

    • This paragraph 13(7) does not affect any separate invoice dispute process under this agreement or any action necessary to protect or preserve IPR.

14. General Terms

 

(1) Good Faith Co-Operation: The parties will co-operate in good faith in all matters concerning the Services, these Terms or the Contract. This includes, but not limited to, each party (at its own expense and in good faith) promptly doing all such things as are necessary to give full legal and practical effect to these Terms.

(2) Governing Law: English and Welsh laws govern each Contract. 

(3) Jurisdiction: English and Welsh courts have exclusive jurisdiction for all disputes related to each Contract. 

(4) Timescales: Visune will attempt to meet any estimated stated timescales for its commitments, but such timescales are not guaranteed or binding.

(5) Verification: Each User must promptly provide such documentation and/or information to Visune as Visune reasonably requires for the Services or to benefit from its rights or remedies concerning the same.

(6) Confidentiality: The parties will keep the content of the Contract (and previous versions), as well as related disputes, settlements, communications and dealings between the parties, confidential for the Contract's duration plus 60 months. However, disclosure is allowed: (i) if required by law, (ii) for information shared with employees or advisers (with confidentiality obligations) for Contract application or enforcement, (iii) for information already public, or (iii) if disclosure occurs with express written consent from all parties with applicable confidentiality rights concerning that disclosure.

(7) Entire Agreement: 

    • This Contract is the only agreement, arrangement, understanding and commitment between the parties concerning its subject matter, excluding all pre-contractual statements not expressly included in writing in the Contract. and (ii) 30 days from the said posting, provision or notification of such modified terms and conditions. 

    • Promotional Material is for illustrative purposes only and does not form part of the Contract. Specifications, features, or outcomes may vary, and only the terms of the Contract shall govern the supply of Services, Units or Assets.

(8) Termination: 

    • For Consumers: The Statutory Cancellation Rights for Consumers section of these Terms above applies for any Individual Licence holder that is a Consumer. 

    • In all other situations, the parties must agree in writing to terminate or replace this Contract in circumstances where the Contract does not expressly give one party the unilateral right to terminate.

    • In any event, termination does not end or otherwise harm accrued rights and remedies.

    • At termination all licenses under the Contract shall end, and the parties will promptly return all information and items (and delete all digital Confidential Information) belonging to other parties (except to the extent retention is required by law).

(9) Third Party Rights: No third parties can enforce this Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

(10) Severance: The parties deem this Contract to be fair and reasonable, and intend its full enforceability. If any part is invalid: (i) the parties will collaborate to modify (or, as a last resort, remove) that part while preserving the parties’ commercial intent, and (ii) the remainder of the Contract remains valid and enforceable. 

(11) Waivers: Granting time or delaying enforcement doesn't waive rights or remedies. Waivers must be written to be valid. 

(12) Equitable Relief: Damages will or may not be an adequate remedy for every breach of the Contract and a party will be entitled to an injunction, restraining order, or other equitable relief, restraining a party from committing or continuing to commit any breach or threatened breach of the obligations under the Contract, and it is agreed that proof will not be required that monetary damages for breach or threatened breach of the obligations would be difficult to calculate or otherwise that remedies at law would be inadequate.

(13) Separate Rights: Each party's rights and remedies apply independently without prejudice to each other. Rights and remedies under this Contract are cumulative and repeatable. 

(14) Assignments: Visune may assign or transfer its rights to any of its secured lenders, entities with the same ultimate majority beneficial owners as Visune or any buyer of Visine’s assets or shares in the share capital of Visune or any body corporate in the ownership chain above Visune. All other assignments need the express prior written consent of Visune. 

(15) No Derogatory Statements: Each party will not make any statements or comments about the other party to any third party, on any online or offline forum/platform or in any other way,  in each case that can reasonably be considered to be defamatory, derogatory or (even if true) deliberately or negligently designed or intended to harm the reputation or commercial success of the other party.

(16) Interpretation: 

    • "will," "shall," and "must" have the same meaning. 

    • Headings or sub-headings don't affect the Contract’s interpretation. 

    • If the Contract is translated, the original English version shall prevail and apply. 

    • References to legislation include all respective updates and replacements, and all respective subordinate legislation. 

    • Singular words include the plural, and vice versa. Where a party is prohibited or restricted from doing something under the Contract, such party will also be deemed to ensure that such thing is not done with, through or for any other person. 

    • Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

    • A reference to writing or written includes email and any document signed in wet/ink form or through e-signature on a platform like DocuSign.

(17) Notices: 

    • The parties keep each other informed of their contact details. 

    • Notices must be given in writing and in English. 

    • Notices must be served at a party’s registered office if required by the Companies Act 2006 or equivalent laws of the territory in which the recipient (if a body corporate) was incorporated in. Subject to this rule:

    • Notices can be served Notices sent by post or given by hand delivery must go to the recipient's latest postal address. 

    • Notices sent by email must go to the recipient’s latest email address. 

    • Notices are deemed served: 

    • 72 hours after posting to a postal address;

    • 1 hour after confirmed email dispatch (if emailed by 4 pm on a Business Day) or by 9 am on the next Business Day (if emailed after 4 pm or on a day other than a Business Day); or 

    • immediately, for hand delivery. 

    • The rules in paragraph 14(17) above do not apply to service of formal legal proceedings. 

(18) Signatures: Where a document under or comprising the Contract needs to be signed, it may be signed as a single document or in counterparts. Signatures can be wet/ink or electronic. Emailed or faxed signatures are valid if sent with the complete document.