Terms of Service

Last Modified: March 2024

These Terms of Service (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Vision Analytics, LLC (“Vision Analytics,” “we,” or “us”). This Agreement governs your access to and use of the Services (as defined below). 

THIS AGREEMENT TAKES EFFECT WHEN YOU PURCHASE ANY Vision Analytics LICENSE (STARTER, PREMIUM, OR PROFESSIONAL). BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY PURCHASING, ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION AND THAT THE TERM “CUSTOMER” SHALL REFER TO SUCH ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE DOWNLOADABLE TOOL BOX FEATURES LICENSED THROUGH YOUR ACCOUNT.

IF YOU PURCHASE A “STARTER LICENSE”, “PREMIUM LICENSE” OR “PROFESSIONAL LICENSE” THE RIGHT TO LICENSE, DOWNLOAD AND USE DOWNLOADABLE TOOL BOX FEATURES IS LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT STARTER LICENSE, PREMIUM LICENSE OR PROFESSIONAL LICENSE. ALL LICENSED USERS MUST ACCESS THE DOWNLOADABLE TOOL BOX FROM THEIR INDIVIDUAL ACCOUNTS.

1. Definitions. 

1. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Vision Analytics in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
2. “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.
4. “Customer End Products” means Customer’s reports making use of Downloadable Tool Box Features.
5. “Downloadable Tool Box Features” means downloadable components, blueprint grids, themes, templates and other resources, tools or software that Vision Analytics makes available for download specifically for purposes of facilitating access to, operation of, or use with the Services, and any updates Vision Analytics may make available to such software from time-to-time. For the avoidance of doubt, Downloadable Tool Box Features does not include Third-Party Products.
6. “Vision Analytics IP” means the Vision Analytics System, the SaaS Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Vision Analytics IP includes Aggregated Statistics and any information, data, or other content derived from Vision Analytics’s monitoring of Customer’s access to or use of the Services or Downloadable Tool Box Features, but does not include Customer Data. 
7. “Vision Analytics System” means the Services and the Downloadable Tool Box Features.
8. “SaaS Documentation” means Vision Analytics’s user manuals, handbooks, or guides relating to the Services provided by Vision Analytics to Customer either electronically or in hard copy form/end user documentation relating to the Services available at the Documentation page.
9. “Services” means the software-as-a-service offerings provided by Vision Analytics under this Agreement.
10. “Subscription Period” means the period of the subscription set forth in the Customer’s order, including any renewals thereof. 
11. “Third-Party Products” means any third-party products provided with or incorporated into the Vision Analytics System, including any open source software.
12. Access and Use.

1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, Vision Analytics hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right under the Starter License, Premium License, or Professional License, as applicable (the “License”) to access and use the Services during the Subscription Period solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. The terms of the License applicable to each tier of Services are below. Vision Analytics shall provide you the necessary support to log-in and access the user account.
2. License Terms.
3. Starter License:

1. A Starter License grants one Authorized User of the Customer to use the Service during the Subscription Period, including downloading the Starter License Downloadable Tool Box Features. The Starter License permits one Authorized User to build Customer End Products using the Downloadable Tool Box Features that the Customer has downloaded, which Customer End Products may be used solely within the Customer’s organization. The Customer and the Authorized User are not permitted to share the Downloadable Tool Box Features or their contents with any other individual or organization, including within the Customer. The Starter License does not include the right to embed or otherwise include a Customer End Product using a Downloadable Tool Box Feature as part of any software or other product or services, including any products or services made available to third parties. 
2. Customer and Authorized User under the Starter License can:

1. Use the Starter License Downloadable Tool Box Features that the Customer has downloaded in perpetuity by the Authorized User to create unlimited Customer End Products.
2. Share the Customer End Products internally solely with individuals within the Customer.
3. Customer and Authorized User under the Starter License cannot:

1. Use the Starter License Downloadable Tool Box Features in a manner that permits third parties to use the Starter License Downloadable Tool Box Features, including as part of any Customer product or service.
2. Re-distribute or re-sell the Starter License Downloadable Tool Box Features or derivatives of the Tool Box separately from an End Product.
3. Share access to the Services or the Starter License Downloadable Tool Box Features with any other individuals, including internally within the Customer or externally outside of the Customer.
4. Embed or use Customer End Products within any product or service.
5. Premium License:

1. A Premium License grants the Customer access to use the Downloadable Tool Box Features to create Customer End Products. The Authorized Users under a Premium License are limited to the number of licenses purchased; these licenses can be used by Customer’s employees and contractors. These Authorized Users can download Downloadable Tool Box Features and build Customer End Products using the Downloadable Tool Box Features.  The Customer End Products can then be shared to employees and contractors within the Customer. The Customer, including all Authorized Users, employees and contractors, are not allowed to share the Downloadable Tool Box Features or their contents with anyone other than the Authorized Users. The Customer and its Authorized Users may not embed the Downloadable Tool Box Features or Customer End Products as part of any product or service. 
2. Customer and Authorized Users under the Premium License can:

1. Use the Downloadable Tool Box Features that the Customer has downloaded in perpetuity by the Authorized User to create unlimited Customer End Products.
2. Share the Customer End Products internally solely with individuals within the Customer.
3. Share the Downloadable Tool Box Features and their contents with the number of licensed users the Customer purchased under the Premium license (1, 5 or 25 users). 
4. Customer and Authorized Users under the Premium License cannot:

1. Use the Downloadable Tool Box Features in a manner that permits third parties to use the Downloadable Tool Box Features, including as part of any Customer product or service.
2. Re-distribute or re-sell the Downloadable Tool Box Features or derivatives of the Tool Box separately from an End Product.
3. Share access to the Services or the Downloadable Tool Box Features with any other unauthorized individuals, including internally within the Customer or externally outside of the Customer.
4. Embed or use Customer End Products within any product or service.
5. Professional License.

1. A Professional License grants the Customer access to use the Downloadable Tool Box Features to create Customer End Products.  The Authorized Users under a Professional License are limited to the number of licenses purchased; these licenses can be used by Customer’s employees and contractors. These Authorized Users can download Downloadable Tool Box Features and build Customer End Products using the Downloadable Tool Box Features.  The Customer End Products can then be shared to employees and contractors and embedded for use by any other third party as part of the Customer’s products and services.  The Customer, including its Authorized Users, employees and contractors are not allowed to share or re-sell the Downloadable Tool Box Features themselves. The organization is permitted to freely embed Vision Analytics reports as part of their solution. The license grants permission to the number of licenses purchased for employees and contractors of the organization to access and use the Downloadable Tool Box Features, and to create Customer End Products for End Users anywhere. 
2. Customer and Authorized Users under the Professional License can:

1. Use the Downloadable Tool Box Features that the Customer has downloaded in perpetuity by the Authorized Users to create unlimited Customer End Products.
2. Share the Customer End Products internally with individuals within the Customer and with end users embedded as part of the Customer’s products and services.
3. Share the Downloadable Tool Box Features and their contents with the number of licensed users the Customer purchased under the Professional license (1, 5 or 25 users). 
4. Customer and Authorized Users under the Professional License cannot:

1. Re-distribute or re-sell the Downloadable Tool Box Features or contents of the Downloadable Tool Box Features outside of the Customer and its Authorized End Users.
2. Share access to the Services or the Downloadable Tool Box Features with any other unauthorized individuals, including internally within the Customer or externally outside of the Customer.

1. Downloadable Tool Box Features and SaaS Documentation License. Subject to the terms and conditions contained in this Agreement, Vision Analytics hereby grants to Customer and its Authorized Users a non-exclusive, non-sublicensable, non-transferable license during the Subscription Period to: (i) use Downloadable Tool Box Features, in object code format, in perpetuity, solely for Customer’s internal use and (ii) use and make a reasonable number of copies of the SaaS Documentation solely for Licensee’s internal business purposes in connection with Licensee’s use of the Software during the Subscription Period. For the avoidance of doubt, the foregoing does not include the right to make any derivative works.
2. Use Restrictions. Customer shall not, and shall not permit any Authorized Users, employees, contractors or other third parties to use the Provider IP for any purposes beyond the scope granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Vision Analytics IP, in whole or in part, except as expressly permitted under this Agreement; (ii) rent, lease, lend, sell, resell, license, sublicense, assign, distribute, redistribute, publish, transfer, or otherwise make available the Vision Analytics IP, except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Vision Analytics IP, in whole or in part; (iv) remove any proprietary notices from the Vision Analytics IP; or (v) use the Vision Analytics IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, that violates any applicable law, regulation, or rule, or to create a competitive product or service to the Service.
3. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Vision Analytics may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Vision Analytics in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Vision Analytics and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Vision Analytics. You acknowledge that Vision Analytics may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Vision Analytics may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
4. Reservation of Rights. Vision Analytics reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Vision Analytics IP.
5. Suspension. Notwithstanding anything to the contrary in this Agreement, Vision Analytics may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) Vision Analytics reasonably determines that (A) there is a threat or attack on any of the Vision Analytics IP; (B) Customer’s or any other Authorized User’s use of the Vision Analytics IP disrupts or poses a security risk to the Vision Analytics IP or to any other customer or vendor of Vision Analytics; (C) Customer or any other Authorized User is using the Vision Analytics IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Vision Analytics’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Vision Analytics has suspended or terminated Vision Analytics’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Vision Analytics shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Vision Analytics shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Vision Analytics will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
6. Customer Responsibilities.

1. Account Use. Customer is responsible and liable for all uses of the Vision Analytics IP resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Vision Analytics IP and shall cause Authorized Users to comply with such provisions. 
2. Customer Data. Customer hereby grants to Vision Analytics a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Vision Analytics to provide the Services to you. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
3. Passwords and Access Credentials. Customer is responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

1. Support. This Agreement does not entitle Customer to any support for the Services, other than the SaaS Documentation.
2. Fees; Renewals and Payment. 

1. Fees; Renewals.  Customer shall pay Vision Analytics the fees as described on the the subscription purchase page. By purchasing a subscription that renews, Customer acknowledges and agrees that the subscription will automatically renew and, unless you cancel the subscription, Customer hereby expressly authorizes Vision Analytics to charge the payment method associated with your subscription for the subscription renewal. The period of the subscription renewal and the cost of the subscription renewal will be the same as the current Subscription Period unless otherwise disclosed to you when you sign up for the subscription or prior to the date of the renewal. Vision Analytics will notify Customer in advance of renewal via email communication. Customer can cancel the subscription and automatic renewal at any time by going to the Membership tab of the account Profile page on our website and selecting the option to Cancel membership. . If you cancel the subscription, the Customer will receive the remainder of the period of subscription that has already been paid for and, subject to the terms and conditions of this Agreement, will continue to have access in perpetuity to any Downloadable Tool Box Features that the Customer has already download. 
2. Refund Policy.  The Customer will offer refunds within 30 days of the Customer’s original purchase date if the Customer is not satisfied with the purchase.  In the event that Vision Analytics determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. To cancel the account, the customer can go to the Membership tab of the account Profile page on our website and clicking cancel subscription/disable automatic renewal. Or the Customer may contact Customer Service to cancel at: contact@visionanalytics.io.
3. Suspension.  Vision Analytics may suspend Customer’s and all other Authorized Users’ access to any portion or all of the Services until any amounts due to Vision Analytics are paid in full. 
4. Taxes.  All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Vision Analytics’s income.

1. Privacy Policy. Vision Analytics complies with its privacy policy available at https://www.visionanalytics.io/legal/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
2. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
3. Limited Warranty and Warranty Disclaimer. 

1. Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with the AUP.
2. THE SERVICE AND THE Vision Analytics IP IS PROVIDED “AS IS” AND Vision Analytics SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Vision Analytics SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Vision Analytics MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE AND THE Vision Analytics IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

1. Indemnification. Customer shall indemnify, hold harmless, and, at Vision Analytics’s option, defend Vision Analytics and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, incurred by Vision Analytics resulting from any third-party claim, suit, action, or proceeding that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; provided that Customer may not settle any claim against Vision Analytics unless Vision Analytics consents to such settlement, and further provided that Vision Analytics will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
2. Limitations of Liability. IN NO EVENT WILL Vision Analytics BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Vision Analytics WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL Vision Analytics’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO Vision Analytics UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
3. Term and Termination. 

1. Term. The term of this Agreement shall continue for the period of the subscription to the Services, as renewed (the “Term”).
2. Termination. In addition to any other express termination right set forth in this Agreement:

1. Vision Analytics may terminate this Agreement, for any reason upon five (5) days’ advance notice. Customer may terminate this Agreement for any reason upon notice to Vision Analytics, but there will not be any refund of any fees paid to Vision Analytics.
2. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

1. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Vision Analytics IP.  Customer shall have the right to continue to use the Downloaded Tool Box Features that Customer downloaded prior to termination unless Customer was in breach of this Agreement as of the date of termination. No expiration or termination of this Agreement will affect Customer’s obligation to pay all fees that may have become due before such expiration or termination, or entitle Customer to any refund. 
2. Survival. This Section 12(d), Sections 5 (Fees and Payment), 7 (Intellectual Property Ownership; Feedback), 8 (Limited Warranty and Warranty Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), and 12 (Miscellaneous), and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
3. Miscellaneous. 

1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference) constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
2. Notices. Any notices to us must be sent to our corporate headquarters address available at 1032 South Gaylord Street, Denver, CO 80209 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 
3. Severability; Waiver. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. 
4. Assignment. This Agreement may not be assigned or transferred for any reason without written notice to Vision Analytics within 30 days. Notices can be sent electronically via email to contact@visionanalytics.io. Vision Analytics expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
5. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New Jersey. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey in each case located in the city of Wilmington and County of New Castle and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
6. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on visionanalytics.io and/or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Vision Analytics will provide at least thirty (30) days’ advance notice of changes to any service level that Vision Analytics reasonably anticipates may result in a material reduction in quality or services. 
7. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Vision Analytics IP or any Customer Data outside the US.
8. US Government Rights. Each of the SaaS Documentation, the Downloadable Tool Box Features, and the software components that constitute the Services is a “Premium item” as that term is defined at 48 C.F.R. § 2.101, consisting of “Premium computer software” and “Premium computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services, Downloadable Tool Box Features and SaaS Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

‍