Welcome to VisionLab.
This VisionLab Services Agreement (“Agreement”) is a legal agreement between VisionLab (“VisionLab”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the VisionLab Account page to software for mobile machine learning based SDK, API development, mobile app development, data collection, and mobile models deployment (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms
1. Overview of this Agreement
This Agreement provides a general description of the Services that VisionLab may provide to you, including those that allow you to provide mobile machine learning to your application users, or developers using your product (your “Customers”). We provide you with a more detailed description of the Services through published software libraries (the “SDKs”) and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website.
Before using the Services, you must register with VisionLab and create an account (a “VisionLab Account”).
Section A describes the process of registering for and using your VisionLab Account.
Section B describes your use of the SDKs, API and the Services.
Finally, Section C describes your liability to VisionLab for all losses connected with your VisionLab Account, your agreement to resolve all disputes with VisionLab by arbitration and not in a lawsuit, and other legal terms that apply to you.
2. Your VisionLab Account
a. Registration and Permitted Activities: To register for a VisionLab Account, you or the person or people submitting the application (your “Representative”) must provide us with your email, and certain other information about you that we require. We may also collect personal information (including name and address) about your beneficial owners, principals, and your VisionLab Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your VisionLab Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
b. Business Representative: You and your Representative individually affirm to VisionLab that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of VisionLab, neither you nor your Representative may register or attempt to register for a VisionLab Account on behalf of a user VisionLab previously terminated from use of the Services.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to VisionLab and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. **You may not use the Services if you are under 13 years of age. **
d. Changes to Your Business, Keeping your VisionLab Account Current: You agree to keep the information in your VisionLab Account current. You must promptly update your VisionLab Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your VisionLab Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
3. Your Relationship with Your Customers
You may only use the Services for legitimate uses with your Customers. VisionLab is not responsible for the products or services you offer your Customers using the Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
4. Fees and Taxes
VisionLab will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page, linked here. We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
5. Services and VisionLab Account Support
You are solely responsible for providing support to Customers regarding product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.
6. Service Requirements, Limitations and Restrictions
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services. As applicable, this may include compliance with domestic and international Laws related to use, notification and consumer protection, unfair competition, privacy, and false advertising, and any other relevant Laws.
b. Other Restricted Activities: You may not, and may not allow others to: (i) access or attempt to access non-public VisionLab systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) transfer any rights granted to you under this Agreement; (iv) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (v) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vi) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (vii) impose an unreasonable or disproportionately large load on the Service.
8. Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any Accounts that we believe: (i) may violate this Agreement or other agreements you may have with VisionLab; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, VisionLab, or others to risks unacceptable to VisionLab. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your VisionLab Account, or your Customers.
9. Disclosures and Notices; Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for a VisionLab Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from VisionLab (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that VisionLab can provide Notices regarding the Services to you through our website or through the Webapp (as defined below), or by mailing Notices to the email or physical addresses identified in your VisionLab Account. Notices may include notifications about your VisionLab Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
d. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your VisionLab Account.
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or VisionLab. You may terminate this Agreement by closing your VisionLab Account at any time and ceasing to use the Service. If you use the Services again or register for another VisionLab Account, you are consenting to this Agreement. We may terminate this Agreement or close your VisionLab Account at any time for any reason by providing you Notice. We may suspend your VisionLab Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of any risks associated with your VisionLab Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) we are otherwise entitled to do so under this Agreement.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you understand and agree that (i) all licenses granted to you by VisionLab under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
Section B: VisionLab Technology
1. SDKs, API
VisionLab has developed and provides access to the SDKs and API that may be used to access the Services. You may use the SDKs and API solely as described in the Documentation to use the Services on websites and through the applications identified in your VisionLab Account. You may manage your VisionLab Account, connect with other service providers, and enable additional features through the VisionLab account page
You may not use the SDKs and API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the SDKs, API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the SDKs and API so that you may continue using the Services with minimal interruption.
We will make secret API keys available to you through the user account page. Secret keys permit any API calls to your VisionLab Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of publishable and secret API keys in the Documentation.
2. Ownership of VisionLab IP
As between you and VisionLab, VisionLab and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the SDKs, API, Services, Webapp, and Documentation (collectively, “VisionLab IP”) or any copies thereof. VisionLab IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in VisionLab IP not expressly granted to you in this Agreement are reserved.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our SDKs and API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that VisionLab has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
You are granted a nonexclusive and nontransferable license to electronically access and use the VisionLab IP only in the manner described in this Agreement. VisionLab does not sell to you, and you do not have the right to sublicense the VisionLab IP. We may make updates to the VisionLab IP or new Services available to you automatically as electronically published by VisionLab, but we may require action on your part before you may use the VisionLab IP or new Services (including activation through the Web, or acceptance of new or additional terms). VisionLab may revoke or terminate this licence at any time if you use VisionLab IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of VisionLab IP on your behalf or on behalf of others; (ii) sublicense any rights in VisionLab IP granted by us; (iii) import or export any VisionLab IP to a person or country in violation of any country’s export control Laws; (iv) use VisionLab IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
4. VisionLab Marks; References to Our Relationship
We may make certain VisionLab logos or marks (“VisionLab Marks”) available for use by you and other users to allow you to identify VisionLab as a service provider. VisionLab may limit or revoke your ability to use VisionLab Marks at any time. You may never use any VisionLab Marks or VisionLab IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
5. Additional Services
a. Other Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services.
We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
Section C: Additional Legal Terms
1. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Web, via email, or through other reasonable means. If you are an existing VisionLab user, the changes will come into effect 10 days after we post the changes to our website, and your use of the Services, SDKs, API, or Data more than 10 days after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time.
3. No Agency; Third-Party Services
Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. Each party to this Agreement is an independent contractor.
4. Force Majeure
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.
5. Your Liability For Third-Party Claims Against Us
Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You agree to defend VisionLab, our affiliates, and their respective employees, agents, and service providers (each a “VisionLab Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a VisionLab Entity, and you agree to fully reimburse the VisionLab Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, or any other liability we incur that results from your use of the Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
6. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (d) you will comply with all Laws applicable to your business and use of the Services; (e) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (f) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.
7. No Warranties
WE PROVIDE THE SERVICES AND VisionLab IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY VisionLab OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM VisionLab OR ANOTHER VisionLab ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A VisionLab ENTITY TO YOU.
YOU AFFIRM THAT NO VisionLab ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE SERVICES. THE VisionLab ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT VisionLab WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
8. Limitation of Liability
Under no circumstances will any VisionLab Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the VisionLab Entities have been advised of the possibility of such damages. The VisionLab Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your VisionLab Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The VisionLab Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the VisionLab Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to VisionLab during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
9. Responding to Legal Process
VisionLab may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. VisionLab is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
10. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and VisionLab for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and VisionLab, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
11. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including any related terms in the Agreement.