Terms of Service
Terms of Service
LAST MODIFIED: November 19, 2020
PLEASE READ THESE TERMS OF SERVICE
The parties to these Terms of Service are: You, and the owner of the Services, Visual Plan, Inc. and our affiliates. (hereinafter referred to as “Visual Plan”) All references to “we”, “us”, “our”, or this “our server” shall be construed to mean the Services and Visual Plan. If You are using the Services on behalf of an organization, “You” and “Your” shall be construed to mean that organization. “Services” means all the Services provided to You by the company, Visual Plan including but not limited to Web-based software, desktop software programs, mobile applications, website, server-side processing and hosting service, and any other services We provide from time to time.
By accepting the Terms of Service during Your account registration or subscription process, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. (hereinafter referred to as “Agreement”) If You do not have the right, authority or capacity to legally bind You to this Agreement, You do not have the right to access or use the Services. You represent and warrant that You have the right, authority and capacity to act on behalf of and bind such entity (if any) and yourself. All access and/or use of the Services by You will be governed by this Agreement.
The following terms shall be used in these Terms of Service.
- “Your Content” means collectively, any files, designs, models, data sets, images, documents or similar material submitted or uploaded to the Services by You, Your end User or other third parties.
- “User” means; (i) You (ii) Your Authorized users, including but not limited to Your employee(s), the employee(s) of Your affiliated companies and the third-party collaborators to whom You grant permission; and (iii) any other individuals who will be using the Services.
- “Content” or “Our Content” means all of Our Content made available by or for Visual Plan for use with the Services including the design rights, data, databases, tools, code, graphics, photographs, pictures, video, logo, interfaces, web-pages, designs, text, images, information, software and other media files, their selection and arrangement, materials and all other intellectual property rights are owned by Us or are licensed to Us by a third party.
- “Subscription Period” means the period during which You have agreed to subscribe to the Service(s) with respect to any individual User.
- “Paid Services” means certain Services subject to payments as specified in the pricing page as published within the Services or by any other agreement that You have entered into with Us. Free plans, including but not limited to free trials, are not Paid Services.
- Service Generally
To use the Services, You must register with Us to establish an account. (“Registration”) You agree; (i) to provide certain current, complete and accurate information about You, (“Registration Data”); and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that Your Registration Data is and will continue to be accurate and current and that You are authorized to provide such Registration Data. You authorize Us to verify Your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, incomplete or not current, We retain the right, in sole discretion, to suspend or terminate rights to use Your account. Solely for the purpose to enable Us to use information You supply Us internally, so that We are not violating any rights You might have in that information, You grant to Us a nonexclusive license to; (i) convert such information into digital format such that it can be read, utilized and displayed by Our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information; and (ii) combine the information with other Content provided by Us in each case by any method or means or in any medium whether now known or hereafter devised. You must strictly manage Your Registration Data under Your responsibility. We will not be responsible or liable, directly or indirectly, in any way for loss or damage of any kind incurred as a result of the leak of information by You.
2.2 Age Limit
The Services are not available to minors under the age of 13 years of age and any user that has been suspended or removed from the system.
2.3 Modify the Services
We reserve the right to update and modify the Services from time to time.
2.5 Authorized Login Protocol
You will be granted authorized login protocols for the Services and You agree not to use the Services in excess of Your authorized login protocols. You agree not to access, (or attempt to access), the Services by any means other than through the interface We provide, unless You have been specifically allowed to do so in a separate agreement. You agree not to access, (or attempt to access), the Services through any automated means. (including use of scripts)
You are not authorized to; (i) resell, sublicense, transfer, assign or distribute the site, its Services or the Content; (ii) modify or make derivative works based upon the Services, its Services or the Content; (iii) “frame” or “mirror” its Services or the Content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or the Content for any purpose.
2.7 Restriction of Creation
Since the third party has acquired an exclusive license, you must be granted our permission of use prior to photographing objects located in the following geographical regions for the following purposes: United States and using the Services for the following purposes; (i) new and used automotive vehicle sales. We have the right to forcibly block your access if you use the Services without permission and all costs associated with your use of the Service, including the payment, are non-refundable. You shall fully and promptly indemnify Us for all financial loss, damages or proceedings resulting from a breach of these terms, and defend us against claims regarding the said matter.
2.8 Account Information
You shall provide Us with complete and accurate information for Your account, including Your billing and payment information and keep such information up to date with us. You are responsible for maintaining the confidentiality of Registration Data. If You knowingly share Your Registration Data with another person who is not authorized to use the Services, this Agreement is subject to termination for cause. You agree to immediately notify Us of any unauthorized use of Your Registration Data or any other breach of security.
2.9 Right to Monitor Your Access
2.10 Content of the Third-party
A service or a content provided by third-parties may be included in Our Services. The third-parties have the responsibility for their service or contents. In addition, the Agreement or legal policy of the third-parties may be applied for their service or contents.
The Content is protected by law, including but not limited to, copyright law of the United States and international treaties. The copyrights and other intellectual property rights in the Content are owned by Us and/or others. Except for the limited rights granted herein, all other rights are reserved.
- Your Content
Your Content is Yours. Your specific output generated from the Paid Services based on Your own raw data or information shall be Yours. You maintain ownership of and responsibility for Your Content and responsibility for Your conduct while using the Services. You agree that Your Content and Your (and Your Authorized Users’) conduct in using the Services will comply with all applicable laws, rules and regulations. By creating, submitting, posting or otherwise making Your Content available to Us and/or others, You acknowledge and agree that: (1) You will evaluate and bear all risks associated with Your Content; and (2) under no circumstances will We be liable in any way for Your Content as You upload or submit it, including, but not limited to, any errors or omissions. You are encouraged to practice effective content retention practices, to maintain copies on Your own computer or local network, to use the latest encryption and other security technology to protect Your Content and to backup and protect the security and confidentiality of Your Content, as applicable to the Services. Our personnel will not access Your Content except (a) as part of providing, maintaining, securing or modifying Services, (b) at Your request or with Your consent as part of addressing or preventing a service, support or technical issue, or (c) in connection with legal obligations or proceedings in accordance with Section 4.2 below. We do not own Your Content. You acknowledge that provision of the Services necessarily involves technical access, processing and transmission of Your Content and Metrics related to use of the Services.
4.2 Disclosure of Your Content
We may disclose Your Content if it is compelled by law to do so. You acknowledge that We may access and disclose Your Content to comply with any law obligations including but not limited to warrants and orders by the court, as a part of a legal proceeding. If the disclosure is made at Your request, You may be responsible for the costs of providing the access to Your Content.
4.3 Deletion of Your Content
If You purge Your Content from Our Server, You understand it may be deleted permanently. We shall have no responsibility or liability for any deletions of Your Content incurred by You.
4.4 Account Termination
You agree and acknowledge that Your Content shall be restricted to access, share and publish from the Services if You close, terminate, cancel or deactivate Your account. We have the authority to limit or deactivate Your access to Your Content including but not limited to creating, modifying, sharing, embedding or any functions You have used.
The fees applicable for the Services are available through your local account manager or as listed on quote provided. All Paid Services are prepaid for the Subscription Period selected and are non-refundable. Our Refund Policy is considered part of the Agreement.
We reserve the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you.
Fees may be paid by credit card online at this site, or by any other method approved by Us. Some exemptions for accepting purchase orders will be grated on pre-approved credit on a case-by-case basis. Fees are non-refundable, unless expressly provided otherwise on this site or in this Agreement. If for any reason we are unable to charge your credit card with the full amount of the fees, or if we are charged back for any fee previously charged to your credit card, you agree that we may pursue all available remedies to enforce the payment obligation, including without limitation, suspension or termination of your account.
- Refund Policy
Your accounts are prepaid and are non-refundable. We do not provide refund or credits for any partial month and year in the Subscription Period. For example, if your billing cycle is on the 1st day of purchase in the calendar month, and you close and terminate your account on 10th, you cannot get refund or credits. You will still have to pay for the current quoted amount and period paid, but you won’t be charged again after that unless engaging in a year two purchase.
- Alpha/Beta Services
If We make alpha or beta access to some or all of the Services, (the “Alpha/Beta Services”) available to you; (i) the Alpha/Beta Services are provided “as is” and without warranty of any kind; (ii) We may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice; and (iii) We will not be liable to You for damages of any kind related to Your use of the Alpha/Beta Services. If We inform You of additional terms and conditions that apply to Your use of the Alpha/Beta Services, those will apply as well. We might require Your participation to be confidential and We may also require You to provide feedback to Us about Your use of the Alpha/Beta Services. You agree that We own all rights to use and incorporate Your feedback into Our services and products without payment or attribution to You.
8.1 Termination by Us
You agree that We may modify, temporarily suspend or permanently terminate Your account and access to the Services for cause without prior notice, upon the occurrence of any one of the following; (i) any material breach of this Agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the site or Services; or (ii) requests by law enforcement or other government agencies.
8.2 Terminated by You
You may close and terminate Your account at any time.
8.3 Terminated Materials
Termination of Your account includes; (i) removal of access to all Services; (ii) deletion of Your Registration Data; and (iii) irrevocable removal of Your Content and any data and files You have stored on Our Server.
8.4 Liability of Termination
We will not be liable for any loss or damage which may be incurred by You or any third parties as a result of the termination or deletion of Your account in connection with the use of any Service. Further, You agree that all terminations shall be made in Our sole discretion and that We will not be liable to You or any third-party for any termination of Your account or access to Services. If We elect to terminate the Agreement for cause, We may elect in Our sole discretion, not to refund any prepaid fees or other amounts to You.
- Privacy Protection
10.1 Confidential Information
“Confidential Information” means all information provided by You or Us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that; (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or; (ii) was known to the Receiver before receipt from the Discloser.
10.2 Protection and Disclosure of Confidentiality
The Receiver will; (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature but with no less than reasonable care; (ii) not use any Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information to any third party, (except Our third party service providers); and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
- Limitation of Liability
IN NO EVENT SHALL WE OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, (INCLUDING LOSS OF DATA, DIGITAL FILES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, AND/OR THE CONTENT, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF WE OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Disclaimer of Warranties
EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, THE CONTENT, AND/OR SOFTWARE ARE PROVIDED “AS-IS” AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH SOFTWARE, THE SERVICES AND/OR THE CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT, SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM US, WE AND OUR LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO SOFTWARE, THE SERVICES AND/OR THE CONTENT, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT THAT SOFTWARE, THE SERVICES, AND/OR THE CONTENT; (i) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR; (iii) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY US IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You acknowledge that You shall indemnify, defend and hold us, employees, affiliates, agents, contractors and licensors harmless from losses, damages, costs, settlements, expenses, (including reasonable legal fees), or any risks associated with Your business, arising out of or relating in any way to; (i) the conduct of Your business; (ii) Your breach of any of Your covenants, representations and/or warranties set forth in this Agreement; or (iii) Your use, distribution, or publication of any information, data or files the Services shall generate.
- Export Control
The Services and the Content use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo, (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders, (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
- Language of Agreement
Where We have provided You with a translation of the English language version of the Agreement, You agree that the translation is provided for Your convenience only and that the English language version of the Agreement will govern Your relationship with us.
15.2 Language Precedence
If there is any contradiction between what the English language version of the Agreement says and what a translation says, the English language version shall take precedence.
We reserve the right to modify these Terms of Service at any time, and without prior notice, by posting an amended Terms of Service that is always accessible through the Terms of Service link on Our home page. Changes will be effective immediately. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CLOSE YOUR ACCOUNT, STOP USING OUR SERVICES AND TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
- Miscellaneous Legal Terms
Arbitration Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The terms of service shall be construed in accordance with the substantive laws of the State of California, without regard to principles of conflicts of laws. The sole jurisdiction and venue for the purposes of adjudicating any disputes or actions arising out of or in connection with this Agreement shall be the United States District Court for the Northern District of California. The parties hereby expressly waive the right to adjudicate in any other forum to which it may be entitled to by reason of their present or future domicile or any other reason whatsoever.
Any cause of action by You with respect to Our Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
The Agreement shall be construed under the laws of the United States, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
If you have any questions about these Terms and Service, please contact us.
UPDATES: TERMS OF SERVICE
November 19, 2020