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Visionify Customer License Agreement

Last Updated: Dec 27, 2024

This Customer License Agreement (CLA) ("Agreement"), which may also be referred to as an End User License Agreement (EULA), is entered into by and between Visionify Inc., a Delaware corporation ("Visionify"), and the customer (either an individual or single legal entity) identified below ("Customer") and governs Customer's use of Visionify's software and services ("Software"), related documentation ("Documentation"), access rights to Visionify software-as-a-service platform, Support Services, and professional services ordered by Customer under this Agreement (collectively the "Service"), to the extent purchased or used by Customer. Customer agrees to be bound by the terms of this Agreement by executing an Order Form, installing or using the Software or Service, or signing this Agreement below. The parties agree as follows:

1. Definitions

  • Affiliate. Any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.
  • Authorized Users. Individuals who are employees or contractors of Customer or its Affiliates and who will use the Service in order to perform their obligations to Customer or its Affiliates.
  • Confidential Information. Any non-public business information, know-how, and trade secrets in any form, including information regarding a party’s product plans and any other information a reasonable person should understand to be confidential, which is disclosed by or on behalf of either party or its Affiliates (“Disclosing Party”) to the other party or its Affiliates (“Receiving Party”). Confidential Information of Visionify includes this Agreement and its terms, and the Service, Software and Documentation, and all software and infrastructure used to provide the Service. Confidential Information of Customer includes this Agreement and its terms, and the Customer Data. “Confidential Information” excludes information that (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records; (d) is obtained by the Receiving Party from a third party without a breach of the third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.
  • Customer Data. All data, information and other content submitted by or collected from Customer to provide the Service.
  • Customer Environment. The systems, servers, networks, and equipment owned or managed solely by the Customer, on which the Software is installed or used.
  • Documentation. The user manuals, technical guides, and any other written or electronic material accompanying the Software, describing its functionality, setup, and usage.
  • Deployment. The specific type and configuration of the Software or Service subscribed to by the Customer, as indicated in an Order Form.
  • Effective Date. The date specified in the Order Form as the start of the Customer’s subscription to the Software.
  • Feedback. Any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer regarding the Software.
  • Intellectual Property Rights. All intellectual property rights including copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights recognized in any jurisdiction worldwide.
  • Order Form. A document executed between Visionify and the Customer specifying the details of the subscription, including the Software or Service being purchased, pricing, duration (Subscription Term), and payment details.
  • Privacy Policy. Visionify’s policy outlining how it collects, uses, and processes Customer Data, available at Privacy Policy.
  • Service. Visionify's software and services, related documentation, access rights to Visionify software-as-a-service platform, support services and professional services ordered by Customer under this Agreement. This also includes any advisory, consulting, implementation, configuration, and other services described in an Order Form (and optionally accompanying statement of work) that are performed for Customer under the terms of this Agreement.
  • Service Level Agreement (SLA). An agreement outlining the technical support, uptime, and availability commitments between Visionify and the Customer, available at Service Level Agreement (SLA).
  • Software. The software products, applications, and services provided by Visionify, including all updates, enhancements, or modifications.
  • Subscription Term. The length of the Customer’s subscription to the Software as specified in the applicable Order Form.
  • Support. Technical assistance provided by Visionify, as described in the SLA or support policy agreed upon in the Order Form.
  • Taxes. Any and all taxes, customs, duties, fees, or similar charges imposed by any government entity, including sales, value-added, goods and services, and withholding taxes.
  • Third-Party Services. Any third-party applications, platforms, add-ons, services, or products not provided by Visionify that the Customer may integrate with the Software or Service.
  • Trial. Access to the Software or Service provided to the Customer on a temporary, trial basis, often for testing and evaluation purposes, without any payment obligations.
  • Updates. Any modifications, enhancements, patches, fixes, or new versions of the Software made available to the Customer by Visionify as part of their subscription.

2. Service & Software

  1. License. Subject to the terms of this Agreement, and upon signing a mutually agreed upon Order Form, Visionify grants the Customer a limited, non-exclusive, non-transferable, and revocable license to use the Software for internal business purposes. This license does not permit sublicensing, resale, or distribution of the Software to any third party. Visionify may revoke this license if the Customer (i) breaches any material term of this Agreement, including non-payment, unauthorized use of the Software, or violation of the Acceptable Use Policy; or (ii) becomes insolvent or is subject to bankruptcy proceedings. Visionify will provide written notice of any revocation and allow the Customer an opportunity to cure the breach, if applicable, within 30 days before the revocation becomes effective.

  2. Restrictions. The Customer may not:

    • Modify, reverse-engineer, decompile, or disassemble the Software, except as expressly permitted by applicable law.
    • Rent, lease, distribute, or provide unauthorized access to third parties.
    • Use the Software to provide services to third parties (e.g., service bureau use).
    • Use the Software for any illegal activity or in a manner that violates applicable laws or regulations, including, but not limited to, data privacy and intellectual property laws.

  3. User Responsibilities. The Customer is responsible for maintaining the confidentiality of login credentials and for all activities conducted under their account. The Customer agrees to use the Software in compliance with all applicable laws and Visionify's Acceptable Use Policy.

  4. Acceptable Use Policy. The Customer may not:

    • Use the Software to distribute malware, spam, or engage in any activity that disrupts the services.
    • Attempt to gain unauthorized access to any service, data, or network.
    • Circumvent any security measures or access controls implemented within the Software.

  5. Trials. Visionify may offer optional Trials. Subject to the terms of this Agreement and Order Form (if applicable), Customer will have the right to use the Trial for internal evaluation purposes during the period specified in the Order Form (“Trial Period”). Either party may terminate the Trial Period at any time for any reason. There is no obligation for the Customer to continue with a Fee-based subscription after the Trial Period.

  6. Beta Features. Beta Features made available by Visionify are provided to Customer for testing purposes only. Visionify makes no commitments to provide Beta Features in any future versions of the Software. Customer is not obligated to use Beta Features. Visionify may immediately and without notice remove Beta Features for any reason without liability to Customer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VISIONIFY DOES NOT OFFER ANY WARRANTY, INDEMNITY, SLA OR SUPPORT FOR BETA FEATURES.

  7. Marketing & Logo Rights. Customer grants Visionify a limited, non-exclusive, and revocable right to use Customer’s name and logo on Visionify’s website and marketing materials solely for the purpose of identifying Customer as a user of Visionify’s products and services. Customer may revoke this right at any time with written notice to Visionify, and Visionify will remove the logo from its materials within 30 days of receiving such notice. Any additional marketing activities, such as co-branded case studies, press releases, or testimonials, will require prior written consent from the Customer. Participation in these activities is entirely voluntary, and the Customer may decline without any impact on their use of the Software.

  8. Export Compliance. The Visionify Software and Service are subject to export control laws and regulations. Customer may not access or use the Visionify Software or Service or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the Visionify Software, Service nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities.

3. Order Forms

  1. Incorporation of Order Forms. The Customer’s subscription to Visionify’s services is governed by the terms of this Agreement and the specific details outlined in the executed Order Forms. Each Order Form, once signed by the Customer, becomes an integral part of this Agreement, incorporating the terms specified therein.

  2. Details Included in Order Forms. Each Order Form will specify key details such as:

    • Subscription Term: The duration of the Customer’s subscription, including any renewal terms.
    • Effective Date: The start date of the subscription and when the Customer will gain access to the services.
    • Payment Details: Pricing, billing cycles, and other payment-related terms specific to the Customer’s subscription.

  3. Precedence of Terms. To the extent there is an inconsistency between the terms of this Agreement, Order Form or DPA, such documents and their terms will be controlled in the following order of precedence: (a) Order Form; (b) Agreement; and (c) DPA.

  4. Intellectual Property Rights.

    • Ownership. Visionify retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not convey any ownership rights to the Customer; it provides a limited license to use the Software.
    • Feedback. Any feedback, suggestions, or ideas the Customer provides regarding the Software shall be considered Visionify's intellectual property. Visionify may use such feedback to improve its products and services without obligation or compensation.

4. Updates, Support and SLA

  1. Updates. Visionify may make available updates to the Software from time to time during the Subscription Term. For the applicable Deployments, Customer agrees to work with Visionify for implementing Updates for the Software within the Customer Environment. Customer will implement such Updates in a timely fashion. If Customer fails to do so, performance of the Software may be impacted.

  2. Support. Visionify will provide Customer with Support during each Subscription Term in accordance with the Support Policy. The fee for Support is included in the cost of the subscription set forth on the Order Form.

  3. Service Level Agreements (SLA). The service level agreements offered by Visionify relating to the Service is located at: Service Level Agreement (SLA).

5. Data

  1. Customer Data. In connection with the use of the Software or Service, Customer Data may be transferred to Visionify either directly by the Customer or through Visionify’s software as part of its operation. Visionify may use this Customer Data to provide, enhance, and improve the Service, including developing and optimizing its models and features. The Customer grants Visionify a limited, worldwide, non-exclusive, royalty-free license during the Subscription Term to process and use the Customer Data in accordance with this Agreement, Visionify’s Privacy Policy, and Data Processing Addendum (DPA) (as applicable).

  2. Usage Data. Visionify may collect and analyze usage data related to the Customer’s interaction with the Software or Service. This data may include performance metrics, error reports, and feature usage patterns. Visionify uses this Usage Data solely to monitor, improve, and enhance the user experience of the Software or Service. Visionify will not share Usage Data with any third parties, except as required by law or as necessary to comply with legal obligations. All Usage Data collected will be handled in accordance with Visionify’s Privacy Policy.

  3. Data Residency. Visionify offers flexible data residency options to accommodate international customers’ compliance needs. Customer Data may be stored either on Visionify’s cloud infrastructure or on the Customer’s own cloud environment. If the Customer chooses to store data on their cloud, they can specify the region where the data should reside, and Visionify will configure the deployment accordingly. When using Visionify’s cloud, Visionify will select a region based on performance and compliance considerations, and will notify the Customer of the chosen data storage location. Customers can request specific regions for data storage within the Visionify cloud, subject to availability and any applicable service fees.

  4. DPA. Visionify will process all Customer Data for the purposes set forth in this Agreement and in accordance with the DPA. The parties will comply with the DPA, which is incorporated into this Agreement.

  5. Security. Visionify implements and maintains industry-standard physical, technical, and administrative safeguards to protect Customer Data, as further described in the DPA.

6. Fees

  1. Payments. The Customer agrees to pay the subscription fees according to the pricing and billing cycle outlined in the Order Form. All fees are non-refundable, except as expressly provided in this Agreement or as required by law. Payments must be made via bank transfer (ACH or Wire Transfer), credit card, or any other method specified by Visionify in the Order Form. The Customer is responsible for any transaction fees associated with their chosen payment method.

  2. Late Payments. If any payment is not received by the due date, Visionify reserves the right to charge interest on the overdue amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, until payment is made in full. Visionify may also suspend or terminate access to the Software until all outstanding fees are paid.

  3. Taxes. The Customer is responsible for paying all applicable taxes, duties, or charges imposed by any governmental authority in connection with the purchase and use of Visionify’s products and services, excluding only taxes based on Visionify’s net income. All payments made to Visionify must be the full invoiced amount, free of any deductions or withholdings. The Customer must ensure that any required taxes are paid directly to the appropriate authority.

  4. Currency. All payments must be made in U.S. dollars (USD) unless otherwise specified in the Order Form.

  5. Invoicing and Disputes. Visionify will issue invoices according to the billing cycle outlined in the Order Form. If the Customer disputes any charges, they must notify Visionify in writing within 15 days of the invoice date, providing details of the dispute. The Customer must pay any undisputed amounts by the due date. Visionify will work in good faith to resolve any billing disputes promptly.

  6. Renewal. Unless otherwise specified in the Order Form, subscriptions will automatically renew for the same term at the end of each subscription period. Details of the renewal terms, including duration and pricing, will be specified in the Order Form. The Customer authorizes Visionify to charge the applicable fees at the start of each renewal term. The Customer may cancel the auto-renewal by providing written notice at least 30 days before the renewal date.

  7. Travel Expenses. Visionify is available to travel to the Customer's location on a need basis for activities such as on-site support, training, or consultation, as mutually agreed upon by both parties. The Customer agrees to reimburse Visionify for all reasonable travel expenses incurred, which may include: airfare (standard economy class), accommodation (standard business hotel rates), ground transportation (rental car, taxi, or rideshare services), meals and incidentals (per diem rates as per Visionify's travel policy). All travel must be pre-approved by the Customer in writing. Visionify will provide an estimate of the travel expenses prior to booking and submit all receipts and documentation for incurred expenses to the Customer for reimbursement. The Customer agrees to reimburse Visionify for travel expenses within 30 days of receiving the expense report and supporting documentation. If travel is canceled by the Customer after expenses have been incurred, the Customer agrees to reimburse Visionify for any non-refundable expenses.

7. Term and Termination

  1. Term. The term of this Agreement commences on the Effective Date and will remain in effect so long as there is an active subscription or until terminated earlier in accordance with this Agreement.

  2. Termination. Either party may terminate this Agreement and any Order Form: (i) upon 30 days’ notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such 30 day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

  3. Suspension & Termination. Visionify may suspend Customer’s use of the Software or Service if (i) Visionify reasonably suspects that Customer is in violation of any of the terms in the Acceptable Use Policy, or (ii) any amount due to Visionify under any invoice is past due. If Customer fails to pay within 30 days of receipt of Visionify's notice of suspension for late payment, Visionify may terminate this Agreement or the applicable Order forms immediately upon written notice to Customer.

  4. Effect of Termination.

    • If Customer terminates this Agreement for Visionify's uncured material breach under Section 7.2(i), Visionify will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Term as of the date of such termination.
    • If Customer terminates this Agreement for any other reason prior to the end of the committed Subscription Term (Early Termination), all remaining payments for the full Subscription Term shall become immediately due and payable. For example, if Customer has committed to a 3-year term with quarterly payments and terminates after 18 months, all remaining quarterly payments for the final 18 months shall become due immediately.
    • Upon termination for any reason, the Customer may request a data export from Visionify within 30 days of termination by submitting a request to support@visionify.com. Visionify will provide the data within 30 days of receiving the request. If no request is made within this timeframe, Visionify will proceed to delete the Customer Data.

  5. Survival. The following provisions will survive any expiration or termination of this Agreement: Section 8 Confidentiality), Section 9 Ownership, Section 11 Indemnification, Section 12 Limitation on Liability, Section 15 Miscellaneous, Section 14 Governing Law and Courts, and Section 16 Notices.

8. Confidentiality

  1. Obligations of Confidentiality. The Receiving Party agrees to: - Use the Confidential Information solely for the purposes of performing its obligations under this Agreement. - Protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. - Not disclose or make the Confidential Information available to any third party, except as required to perform its obligations under this Agreement and only to those who are bound by confidentiality obligations at least as stringent as those in this Agreement.

  2. Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it must provide the Disclosing Party with prompt written notice (unless prohibited by law) and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

  3. Duration of Confidentiality Obligations. The confidentiality obligations set forth in this Agreement will survive for a period of five (5) years from the date of termination or expiration of this agreement.

  4. Return or Destruction of Confidential Information. Upon termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that such return or destruction has been completed.

9. Ownership

  1. Visionify Property. Customer acknowledges and agrees that Visionify exclusively owns all right, title and interest in and to the Software, Service, Documentation, Updates and all portions thereof, together with all intellectual property and other proprietary rights relating thereto, including all copyrights, patent and trade secret rights, as well as all updates, upgrades, improvements, enhancements, modifications, configurations, extensions, and derivative works of any of the foregoing, notwithstanding any other provision in this Agreement. Visionify reserves all rights to the Software, Service, Documentation and Updates not expressly granted to Subscriber under this Agreement.

  2. Customer Property. As between the parties, Customer owns and retains all right, title and interest in and to the Customer Data. Except for the rights granted to Visionify to provide and improve the Service, Customer does not by means of this Agreement or otherwise transfer any other rights to Visionify.

  3. Feedback. If Customer provides any feedback, comments, suggestions or recommendations to Visionify with respect to the Software or Service (“Feedback”), Visionify may use such Feedback without any restriction or obligation.

10. Warranty & Disclaimers

  1. Mutual Representations and Warranties. Each party represents and warrants it (i) has validly entered into this Agreement and has the legal power to do so and (ii) will comply with all laws that apply to its performance under this Agreement.

  2. Visionify's Representations and Warranties. Visionify will provide the Software and Service in substantial conformance with this Agreement, the Order Form(s) and Documentation.

  3. Disclaimer. Except for the express representations as set forth in this section, the Visionify Software, Service, Documentation and Updates are provided "AS-IS", and Visionify expressly disclaims all other warranties, express or implied, including warranties of performance, merchantability, fitness for any particular purpose and non-infringement. Visionify does not warrant that Visionify Software, Service, Documentation or Updates are error free, will perform uninterrupted or will meet Customer's requirements. These disclaimers apply to the fullest extent permitted by law.

11. Indemnification

  1. Indemnification by Visionify. Visionify agrees to indemnify, defend, and hold the Customer harmless from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to any third-party claim that the Software infringes upon or misappropriates any valid patent, copyright, trademark, or trade secret, provided that the Customer:

    • Promptly notifies Visionify in writing of the claim.
    • Provides Visionify with reasonable assistance in defending the claim.
    • Grants Visionify full control over the defense and settlement of the claim, provided that no settlement shall be entered into without the Customer’s written consent if such settlement involves any admission of liability or imposes non-monetary obligations on the Customer.

  2. Exclusions. Visionify will have no obligation to indemnify the Customer if the claim arises from:

    • The Customer’s use of the Software in combination with other products, software, or services not provided by Visionify, where the infringement would not have occurred but for such combination.
    • Modifications to the Software made by or on behalf of the Customer that are not authorized by Visionify.
    • The Customer’s use of the Software in a manner not permitted under this Agreement.

  3. Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold Visionify harmless from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

    • The Customer’s breach of this Agreement.
    • The Customer’s use of the Software in violation of applicable laws or regulations.
    • Claims that arise from the Customer’s data or information provided to Visionify.

  4. Exclusions. The Customer will have no obligation to indemnify Visionify if the claim arises from:

    • Visionify’s gross negligence, willful misconduct, or breach of this Agreement.
    • Any third-party claims alleging infringement related to the Software, except as otherwise specified in Section 13.1.

  5. Procedure. The indemnified party shall:

    • Promptly notify the indemnifying party of any claim in writing.
    • Allow the indemnifying party to assume control of the defense and settlement of the claim.
    • Provide reasonable assistance in the defense at the indemnifying party’s expense.

12. Limitation of Liability

  1. Exclusion of Certain Damages. To the fullest extent permitted by law, neither Visionify nor the Customer shall be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement, regardless of whether such damages were foreseeable or whether the party had been advised of the possibility of such damages.

  2. Cap on Liability. Except for obligations arising under Section 11 Indemnification, Visionify's and the Customer’s total cumulative liability for all claims, losses, and damages arising out of or related to this Agreement shall not exceed the total amount paid or payable by the Customer to Visionify in the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

  3. Exceptions to Limitations. These limitations do not apply to:

    • Damages resulting from the gross negligence or willful misconduct of either party.
    • Breaches of confidentiality obligations set forth in Section 8 Confidentiality.
    • Liability arising from either party’s infringement or misappropriation of the other party’s intellectual property rights.

  4. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks between the parties. This allocation is reflected in the pricing offered by Visionify and forms an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement.

13. Insurance

Visionify will maintain in full force and effect during the term of this Agreement:

  • Commercial general liability insurance on an occurrence basis for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage;
  • Auto liability insurance covering non-owned and hired vehicles, with coverage limits of not less than $1,000,000 per occurrence for bodily injury and property damage;
  • Worker’s compensation insurance as required by applicable law; and
  • Technology Errors & Omissions and Cyber-risk on an occurrence or claims-made form, for limits of not less than $3,000,000 annual aggregate covering liabilities for financial loss resulting or arising from acts, errors, or omissions in the Software or Service, or from data damage, destruction, or corruption, including unauthorized access, unauthorized use, virus transmission, denial of service, and violation of privacy from network security failures in connection with the Software or Service.
  • All insurance carriers providing coverage shall have a minimum rating of A- VII or better, as determined by A.M. Best Provider’s rating scale. Visionify’s coverage will be considered primary without the right of contribution from the Customer’s insurance policies. In no event will the foregoing coverage limits affect Visionify's contractual liability under this Agreement.

14. Governing Law

  1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

  2. Dispute Resolution. Any disputes, controversies, or claims arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will take place in Delaware, USA, and the proceedings will be conducted in English. Each party will bear its own costs and attorneys' fees, and the arbitrator’s decision will be final and binding on both parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

  3. Exclusions. Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent or halt infringement of its intellectual property rights.

15. Miscellaneous

  1. Miscellaneous Clauses. This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party; provided, however, that either party may assign this Agreement without such consent: (i) to an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties' respective successors and permitted assigns. Neither party will be liable for failures or delays in performance of its obligations hereunder (except for the payment of money owed) due to events beyond its reasonable control. Any term in any order, purchase order, confirmation or other document furnished by Customer, which is in any way inconsistent with, or in addition to, this Agreement is expressly rejected and is superseded by this Agreement. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation.

  2. Amendments and Updates. Visionify reserves the right to update or modify this Agreement at any time. Visionify will provide the Customer with written notice of any material changes at least 30 days prior to the changes taking effect, either by email or through a notification on Visionify’s platform. The Customer’s continued use of the Software after the effective date of any changes constitutes acceptance of the updated terms. If the Customer does not agree with the changes, they may terminate their subscription by providing written notice to Visionify before the changes take effect, in which case Visionify will refund any prepaid fees for the remaining subscription term on a pro-rata basis.

16. Notices

  1. Notice Requirements. Any notices or communications required or permitted under this Agreement must be in writing and will be considered delivered when sent via email, certified mail, or an insured courier, return receipt requested.

  2. Contact Information for Notices. Notices to Visionify must be sent to the following address:

    • Email: legal@visionify.ai
    • Mail: Visionify Inc., 1499 W 120th Ave, Ste 110, Westminster, CO 80234, USA

Notices to the Customer will be sent to the email or physical address provided during registration. It is the Customer’s responsibility to keep this information up to date. Notices sent via email, certified mail, or insured courier shall be deemed received upon confirmation of receipt or three business days after sending.