facebook pixel image Visallo Professional Services Agreement

DEMO TERMS AND CONDITIONS

Last updated March 20, 2019

PLEASE REVIEW CAREFULLY. The Website is owned and operated by Visallo. By providing your Login Credentials and using the services provided by Visallo on the Website (the “Services”), you agree to be bound by these terms and conditions (the “Terms”). Capitalized terms set forth herein have the meaning set forth as defined in the Glossary section below, and if not defined, are to be given their ordinary meaning consistent with the intent of the terms herein.

1. License

Visallo hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services for your non-commercial personal purposes.

2. User Obligations and Restrictions

By using your Login Credentials to access the Website, you agree to the following obligations:

a. You shall not: (i) disassemble, decompile, reverse engineer, translate, or otherwise attempt to reconstruct any of the Services, or attempt to derive or obtain any source code, structure, algorithms, process, technique, technology, know-how, or ideas embodied by, underlying, or contained in the Services; (ii) access any data or Intellectual Property from the Services except through the interfaces provided by Visallo; or (iii) use the Services or any information acquired from or based on the Services to create products or services intended to compete with or replace the Services.

b. You may not download and store any database or compilation of data from the Services for backup or archival purposes, except where the Website allows you to produce User Output.

c. You may not use the Services on behalf of any third parties. For the avoidance of doubt, you may distribute User Output, so long as such distribution is not commercial.

d. In the event that you download or in any way remove User Output from the Services, you will not remove any Visallo markings from such User Output.

e. Visallo retains all rights and remedies afforded under the copyright, trademark, service mark, patent, and other laws of the United States and the States thereof, including without limitation any laws designed to protect proprietary or confidential information. Providing you with access to the Services does not constitute Visallo’s waiver of any such rights.

f. Visallo reserves the right to terminate your access to the Services, or any portion thereof, at any time, and at Visallo’s sole discretion.

3. Login Credentials

a. You affirm that the information you provided to obtain Login Credentials is accurate, truthful, and your own.

b. You will not share your Login Credentials with any other individual or knowingly allow any other individual to log on to the Website using your Login Credentials.

c. The Privacy Policy is incorporated herein and shall apply to any personal information you provide to Visallo.

4. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York and you hereby waive any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction. Any legal action brought in relation to these Terms shall be brought in a Federal or State court located in New York County, New York State, in the borough of Manhattan. At any time, Visallo may seek preliminary, interim or conservatory measures from a court to enforce these Terms. You agree that in the case of an alleged breach of Section 2 (User Obligations and Restrictions), Visallo may seek to prevent further misuse of the Services by seeking a temporary injunction or temporary order of specific performance (each an “Order”), and in seeking such Orders, is not required to prove actual damages or post a bond. In any legal action before a court between you and Visallo in relation to these Terms, you agree not to object to a request for a court order requiring that the parties not disclose any part of such legal action to the public.

5. Disclaimers, Liability and Indemnification

Although Visallo obtains information for inclusion in the Services that it considers reliable, the Services and any information accessible therein are provided to you “as is” and neither Visallo nor any of its affiliates, nor any of their information providers or any third party involved in providing information accessible in the Services makes any representation or warranty of any kind with respect to the timeliness thereof, the results to be obtained by the use thereof, or any other matter related thereto. Visallo expressly disclaims, and you waive, any and all implied warranties, including without limitation, warranties of originality, accuracy, noninfringement, completeness, timeliness, or merchantability and fitness for a particular purpose. Visallo will not be liable to you for (i) indirect, incidental, consequential, exemplary, punitive, or special damages, or for any loss of profit (whether direct, indirect, or consequential) or (ii) for aggregate damages in excess of amounts paid or properly payable by you for access to the Services during the twelve-month period prior to the date the cause of action arose, regardless of the form of the action or the theory of recovery, even if Visallo was advised of the possibility of such damages. You agree to indemnify and hold Visallo, its affiliates and respective directors, officers, employees and agents harmless against all third party claims and expenses caused by (i) your use of the Services in breach of these Terms, or (ii) any negligent or intentional acts or omissions by you that relate to, use, or implicate the Services.

6. Miscellaneous

a. Visallo may change these Terms at any time, and such changes will be binding on you if you continue to use your Login Credentials or the Services after receiving notice of such changes. Visallo will attempt to notify you as far in advance as possible of any such changes to these Terms. If you do not agree with any such changes, you may simply cease using your Login Credentials and cease using the Services. Visallo may discontinue or change any part of the Services, or the technology on the Website used to deliver the Services, at any time, with or without notice.

b. These Terms are personal to you, and you may not delegate your obligations under them to anyone. In case any term or provision of these Terms shall be invalid, illegal or otherwise unenforceable, it shall be considered deleted, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

c. By agreeing to these Terms, you represent, warrant and covenant that you (if you are an individual) are at least 18 years of age, can form legally binding contracts, and (if applicable) are the authorized representative of the entity that is agreeing to these Terms.

7. Glossary

a. “Applicable Laws” means with respect to the parties, any applicable laws (including common law and national, federal, state, provincial and local laws), codes, statutes, ordinances, rules, regulatory bulletins, and guidance (including those of any regulatory bodies or agencies), regulatory examinations or orders, decrees and orders of any country, the European Union, or other national, federal, commonwealth, state, provincial or local jurisdiction as may be amended and in effect from time to time during the time that you have Login Credentials or are using the Services.

b. “Intellectual Property” means means any patents and patent applications, rights in ideas, concepts, methodologies, know-how, processes and designs, industrial design rights, trademarks, service marks, trade names, trade dress, logos, copyrights (including copyrights in software), rights in publications, trade secrets, rights in inventions and technology (whether or not patentable), proprietary information, domain names, rights in databases and other collections, combinations and compilations of data, rights of publicity or privacy, software, or other intellectual property or similar proprietary rights conferred by any Applicable Law.

c. “Login Credentials” means the email and password you provided to Visallo to obtain access to the Website.

d. “Privacy Policy” refers to the policy located at https://www.kensho.com/privacy/.

e. The “Website “ means www.Visallo.com/GOT.

f. “User Output” means any graph compilation that you create when using the Services, but only to the extent that such User Output does not incorporate all or a substantial portion of the Services. For the avoidance of doubt, the creation of software using the Services or any portion of the Website is not User Output.

g. “Visallo” refers to Visallo, LLC and its affiliates.