Terms & Conditions
These terms of use (“Agreement”) set forth the legally binding terms for your use of the Site and Services (whether as a Customer or as a Designer). By registering for Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. You may not access or use the Site or Services if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.
In case you are located in the United States this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
01. Service
1. AGREEMENT
The Terms of Use are a binding agreement between you and Visualyze (referred to as "parties") and govern your use of our Services. From the moment you access the Services, we assume you have accepted the ToU so make sure to read them beforehand. In addition, we have attributed specific definitions to some of the words we use, as referenced below or in the body of the ToU.
"Customer" or "you" means any individual or a company or organization that has, accesses, or directs the use of, an account with us, or is testing or using the Services; "your users" means your affiliates and employees or equivalent contractors.
"Content" means text, images, videos, audio, algorithms, software, or other information of a party.
"IP Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law.
"PII" which means any information related to an identified or identifiable natural person, including any sensitive data, as defined by Regulation (EU) 2016/679 (GDPR) and other applicable privacy laws and "PHI" which means information about health status, provision or payment of healthcare, which can be linked to an individual (as per the Health Insurance Portability and Accountability Act of 1996 (HIPAA)). More details on our privacy and security practices are available on our trust portal.
"Services" or "Software" means Visualyze’s or its’ affiliates (i) websites, forums, services, products, software applications, courses, pieces of training, (ii) any improvements, updates, patches and enhancements, (iii) any associated documentation (excluding any publicity or marketing materials) and (iv) other Content, and (v) any output and result (e.g., pre-trained models, model enhancements, templates, or features) of sample documents ran or used with a product to enhance or train the product.
"Terms of Use" or "ToU" means the: General Terms of Use. Specific terms applicable to each Service ("Specific Terms"). Visualyze’s policies ("Policies"). Other references therein, all as available on our website (or successor) and on our Trust Portal or within the Service, as amended by Visualyze from time to time.
"Visualyze"/"we"/"us"/"our" means the entity described below in the ToU, dependent on your location; when we refer to rights of Visualyze in the ToU, we include all its affiliates (affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with another entity; control means control of more than 50% of the voting rights or equity interests of an entity).
2. Important
2.1. To use the Services, you must be at least 16-years old and have full capacity to contract according to your country of residence; other restrictions may apply to specific Services. You might use the Services for yourself or your employer/similar contractor (which we call here the Customer) and if you sign on for Visualyze’s Services on behalf of Customer (for instance, by using your business e-mail at registration), Visualyze assumes you have the relevant power and capacity to do so and references to "you" will include both you as individual and the Customer.
2.2. Visualyze offers a great variety of Software and each may come with its Specific Terms, as prescribed on our website. Also, enterprise Software is subject to their own terms and conditions agreed with Visualyze.
2.3. We reserve the right to make changes to the Services or the ToU without notice. We will do our best to notify you of material changes by display on our website or within the Services and the updated ToU will be effective within 30 (thirty) days from the notification date or as specified in the notification. If you continue to use the Services after any change, Visualyze assumes that you have agreed with said change. Your only remedy for dissatisfaction hereunder is to stop using the Services.
3. License and IP Rights
3.1. License to Use. Visualyze hereby agrees to provide you the right to use the Services, under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, in accordance with the applicable ToU.
3.2. IP Rights. Sure, each party retains the IP Rights over its own Content and Confidential Information. Save to any rights reserved to third parties, Visualyze retains all rights, title and interest, including any IP Rights in the Services. Visualyze may independently acquire, license, or develop, any IP Rights and technology performing similar functions as the software/workflows developed by, or for, you.
3.3. Feedback. You hereby grant Visualyze, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, distribute, publicly perform or display, make, have made, import, export, sell, rent, or license copies of, any feedback that you, in your discretion, may share with Visualyze in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature (e.g., pre-trained models, model enhancements, templates, or features) resulting from Visualyze processing or modifying the feedback shared by you.
4. Content
4.1. The Services might contain certain Content uploaded by Visualyze or any Services user, including you. Depending on the Service, you and other users may have access to each other’s Content, as indicated by Visualyze. You hereby grant Visualyze, without any compensation, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, distribute, publicly perform or display, make, have made, import, export, copies your Content for the purpose of providing the Services.
4.2. Due to high activity in the Services, Visualyze cannot scrutinize all Content and cannot guarantee it will be free of (i). malware or contaminants that may harm your machine, or any files therein or (ii). materials you may find objectionable or inappropriate. Visualyze disclaims any responsibility or liability related to third-party Content (including yours, for which you are solely liable) and reserves the right to remove or modify it for any reason, including if it believes it may violate the ToU.
5. Privacy and Security
5.1. You might share some PII with us strictly for the purpose of performance under the ToU, which we will handle in accordance with our Privacy Policy. For the PII used with Software running on servers managed by or on behalf of Visualyze you bear the responsibility of informing your users or other data subjects for the processing of their PII with Visualyze’s Software in accordance with the applicable laws.
5.2. Please mind that you are responsible for assessing compliance with your applicable privacy laws when using Visualyze’s Software or Services. When you process (access, receive, disclose, store or otherwise use) PII you are responsible for processing the PII lawfully, informing and where relevant, obtaining the consent of the data subject, in accordance with the GDPR and other applicable privacy laws.
6. Fees and Refunds
6.1. Certain Services may be subject to a fee, as provided in the applicable Specific Terms. Unless otherwise expressly agreed by Visualyze, all payments are due 30 (thirty) days from the date of the invoice. Should you fail to pay, Visualyze may collect the fees using alternative collection mechanisms. Visualyze reserves the right to change its fees at any time at its sole discretion. Any change will be effective immediately upon publication through the relevant Services or in their Specific Terms.
7. Warranties
7.1. NO WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. NEITHER Visualyze, NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, THEIR OFFICERS, EMPLOYEES OR AGENTS ("Visualyze PARTIES"), MAKE ANY WARRANTY OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN RELATION TO SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Visualyze SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING AVAILABILITY, SERVICE UPTIME, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ABILITY OF THE SERVICES TO INTEGRATE OR INTEROPERATE WITH OTHER TECHNOLOGIES. UNPLANNED SYSTEM OUTAGES MAY OCCUR AND Visualyze DOES NOT WARRANT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. Visualyze DISCLAIMS ALL LIABILITY FOR HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDER OR ANY THIRD-PARTY CONTENT. CUSTOMER BEARS THE ENTIRE RISK AS TO THE USE OF THE SERVICES.
7.2. Your Warranties. You represent and warrant at all times that: (i) you have all necessary right and title to enter into the ToU and to perform your obligations hereunder; (ii) you and your users will use the Software in strict accordance with the ToU and with all applicable legislation; (iii) you have obtained all rights, permissions and/or consents necessary for the lawful use of your Content and the operation of the Software; (iv) you have all the required rights in relation to any third-party software or products as to allow performance of any changes, alterations or integrations that you make or have made (v) no part of your Content infringes or otherwise conflicts with any third-party rights. You expressly agree that the use of the Services and Content is at your sole risk.
8. Liability
8.1. EXCLUSIONS. To the maximum extent permitted by applicable law, in no event will Visualyze Parties be liable for any SPECIAL, INDIRECT, MORAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, THE USE OR INABILITY TO USE THE SOFTWARE, COMPUTER MALFUNCTION OR FAILURE, SERVER DOWN TIME, FAILURE OF THE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS, LOSS OF PROFITS, REPUTATION, USE OR REVENUE, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS, regardless if the Visualyze Party was aware of the likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. For the avoidance of any doubt, under no circumstances may any Visualyze Party be liable for any claims of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from, or in connection with, your Content, your failure to comply with the ToU or use of your account.
8.2. Limitation of Damages. Your exclusive remedy against any Visualyze Party, for each and all claims, actions, proceedings and damages (individually and together), including direct damages, arising out of, or in connection with, the ToU, and including where the warranty exclusions above are not valid or permitted under the applicable law, is limited up the higher of (i) one hundred (100) USD or (ii) the value of the consideration you paid for the month during in which the loss or breach occurred. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses and even if Visualyze knew or should have known about the possibility of the damages or the likelihood of their occurrence.
8.3. Indemnification. You will indemnify any Visualyze Party, defend and hold them harmless against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or relating to any claims based on, (i). your, and your users use or attempted use of the Services in violation of the ToU; (ii). your violation of the applicable law or rights of any third party; or (iii). your Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
9. Compliance
9.1. Acceptable Use. You will abide by the ToU, including the acceptable use policy available on our website. The Services may contain or may be enjoined by third party components including open source code, which are subject to their own terms and conditions, as detailed on Visualyze’s website. If you use the Services in conjunction with third-party data, products, services, platforms, etc., then you must comply with the terms and conditions required by such third-party providers, and you will be carrying the entire risk to such use.
9.2. Third Party Access. You may only allow your users (which, should Visualyze allow it, will include your clients), to use the Services solely for your direct beneficial business purpose, causing them to comply with the ToU and be liable for their actions. Upon request, you will provide Visualyze with details and use reports of all your users.
9.3. Export Control. You acknowledge the Services may be subject to export control regulations and sanctions including US economic sanctions, European Commission regulations, United Nations Security Council resolutions, and other similar national or international regulations ("Export Controls and Sanctions"). You represent and undertake that you, your affiliates or users (i). are not named on any Export Controls and Sanctions list of restricted parties, (ii). will not knowingly export or reexport the Technology (or any result therefrom) directly or indirectly, to any country or a foreign national of a country in violation of any such Export Controls and Sanctions and (iii). will not engage in activities that would cause us or our affiliates to be in violation of Export Controls and Sanctions.
9.4. Audit. If you are a business, company, or organization, Visualyze may, at its expense, verify that your use, access, installation, or deployment of the Services comply with the ToU. Upon request, you will provide Visualyze with details and use reports of all your users. Additionally, no more than once every 12 (twelve) months, Visualyze may perform the verifications onsite, either directly or by appointing a sub-contractor, and you agree to provide all the required assistance and support. If the verification discloses a non-conformity you will immediately address it. If there are any underpaid fees for payable Services that exceed 5% of the regular value thereof, you will also pay for the audit costs.
9.5. Confidentiality Obligations. Parties or their affiliates may exchange information for the purpose of the ToU which will be deemed confidential if it’s marked confidential or would normally under the circumstances be considered as such ("CI"). CI does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. For example, the Services are considered Visualyze’s CI. The receiving party will treat the CI with no less than reasonable care and will only use the CI for the purpose and for the duration of the relationship under the ToU. The receiving party may only disclose CI: (i) under a written and signed permission document from the disclosing party, or as necessary to comply with applicable law or valid order of a court of law or other governmental body, only if the receiving party promptly notifies the disclosing party of the required disclosure and provides assistance to prevent or limit the disclosure or (ii) to its affiliates, employees, agents, investors or professional advisors, who need to know the CI for the purposes of these ToU and who are bound by confidentiality obligations at least as restrictive as in this section. Visualyze may disclose your CI without notice if it reasonably believes necessary to protect the rights or safety of Visualyze, its customers, partners, or the public.
9.6. Data Use. Visualyze or its Affiliates may also collect and analyze diagnostic, technical, error reports, crash dumps, usage and other telemetry data from Customer’s devices and Customer grants them a worldwide, transferable, royalty-free right to access, use and process such data for the purpose of providing and updating the Services, offering support and addressing technical issues.
9.7. Customer Content. Visualyze or its affiliates may use Customer Content and information derived from Customer’s use of the Software as set forth below, provided that Visualyze will anonymize and aggregate such Customer Content and information for the purpose:
9.7. Customer Content. Visualyze or its affiliates may use Customer Content and information derived from Customer’s use of the Software as set forth below, provided that Visualyze will anonymize and aggregate such Customer Content and information for the purpose:
(i). product improvement and development of new products and services; (ii). improving resource allocation and support; (iii). internal demand and product planning; (iv). training and developing machine learning algorithms; (v). improving product performance; (vi). verification of security and data integrity; (vii). identification of industry trends and developments, creation of indices and anonymous benchmarking.
9.7. Customer Content. Visualyze or its affiliates may use Customer Content and information derived from Customer’s use of the Software as set forth below, provided that Visualyze will anonymize and aggregate such Customer Content and information for the purpose:
10. Entity and Dispute Resolution
10.1. Governing Law. This Agreement is governed by the laws indicated below, depending on your domicile/headquarters, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement.
10.2. Amicable settlement. Parties agree, as a prior condition for any claim, to settle amicably any dispute arising out of or relating to this Agreement within 90 days from the applicable notice. To the maximum extent permitted by applicable law, the party not complying with this section, will cover, as applicable, the litigation of arbitration costs of the other party, irrespective of the outcome.
10.3. Venue. Parties hereby accept the exclusive jurisdiction of the competent courts of the Venue indicated below and irrevocably waive any objection and defence (including, any defence of an inconvenient forum) which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
11. Termination
11.1. Term. The ToU are effective, in respect of each set of Specific Terms, from the date the Customer accesses or installs the associated Services for the entire duration of the license term indicated by Visualyze and until terminated in accordance herein. Upon termination, you must delete all copies of the Software or any Services output at your expense.
11.2. Termination for convenience. You may stop using the Services and terminate your account at any time, however this will not relieve you of any obligation to pay any outstanding fees (if applicable). We may also terminate your use of the free Services at any time, including if we choose to discontinue the Services. In respect of paid Services, we will provide you with reasonable notice in advance.
11.3. Material termination. We may immediately and without notice terminate, suspend your right to use and access the Services, or delete your account, if: (i). we have a reasonable suspicion that you have breached or attempted breach these ToU or the applicable law; (ii). provision of the Services is deemed unlawful or infringes any third-party right; (iii). if applicable, you fail to pay the Services fees in due time; (iv). there has been an extended period of inactivity in your free account or otherwise regulated under the Specific Terms.
12. General
12.1. Entire Agreement and Interpretation. In case of inconsistencies between the General Terms of Use and any Specific Terms, the latter will prevail. Visualyze, its licensors and their affiliates reserve all rights not expressly granted in the ToU. Visualyze affiliates, its licensors and their affiliates are third-party beneficiaries of the ToU and are entitled to enforce them.
12.2. Change of Control. You must notify us with 30 days prior to you or your affiliates (i). being acquired by, selling substantially all of the assets to, merging with, or changing the control in favour of, a direct competitor of ours, or (ii). changing your main object of activity into a business competing with us.
12.3. Non-Assignment. You may not assign or otherwise transfer these ToU or your rights and obligations under the ToU, in whole or in part, without Visualyze’s written consent and any such attempt will be void. Visualyze may transfer its rights under these ToU to a third party, in which case these ToU will be updated and made available on the Visualyze website.
12.4. Publicity. If you’re a legal entity, you hereby grant Visualyze a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting our Services and events. Subject to these ToU and solely subject to compliance with Visualyze’s Trademark & Copyright Use Policy and Visualyze’s requirements, you may use the appropriate Visualyze names, logos and trademarks. You must promptly cease any use of Visualyze trademarks identified by Visualyze as problematic. You also agree not to contest the validity of ownership of any Visualyze trademarks. All goodwill arising from use of Visualyze’s trademarks inures to Visualyze.
12.5. UNUSUAL CLAUSES. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND ACCEPT THE PROVISIONS OF THE FOLLOWING SECTIONS AND THE CLAUSES CONTAINED THEREIN: AGREEMENT, IMPORTANT, LICENSE AND IP RIGHTS, CONTENT, PRIVACY AND SECURITY, FEES AND REFUNDS, WARRANTY AND LIABILITY, TERMINATION, COMPLIANCE, CHOICE OF LAW AND DISPUTE RESOLUTION.
12.6. Survival. Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of the Agreement will survive any termination hereunder (whether or not so expressly stated).
We reserve the right to update the ToU on visualyze at any time without prior written notice.