Terms of Service

These Terms of Service ("Terms") are a binding agreement between Visneo, Inc. ("Visneo," "we," "us") and the business that accesses or uses the Services ("Customer," "you").

BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

ELIGIBILITY AND AUTHORITY

These Terms are for use by businesses, not individual consumers. The person accepting represents that they are at least 18, are authorized to bind the business identified at registration, and agree to these Terms on its behalf. You may not use the Services for personal, family, or household purposes.

THE SERVICES

2.1 What Visneo provides. Visneo operates an artificial intelligence (“AI”)-assisted operating platform (the “Platform”) that connects to the Customer's business systems (the “Integrations”) and deploys software agents (the "Agents") to surface recommendations, alerts, and analyses and — where the Customer authorizes — to perform operational tasks such as inventory, pricing, supplier communication, ordering, reconciliation, and labor scheduling (collectively, and including the Platform and the Agents, the "Services"). Outputs produced by the Agents are "Agent Outputs." Subject to your compliance with all of the terms and conditions herein, Visneo hereby grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the term of your subscription, solely in accordance with the terms and conditions herein.

2.2 Updates and changes. We may update, improve, add, or remove features, Agents, Integrations, and underlying AI models over time, including changes that require additional permissions or data access. We will not materially reduce the core functionality you are paying for during a paid term without notice.

2.3 Beta and preview features. FEATURES IDENTIFIED AS "BETA" OR "PREVIEW" ARE PROVIDED AS IS, MAY CHANGE OR BE WITHDRAWN, AND ARE EXCLUDED FROM ANY AVAILABILITY COMMITMENT. FEATURES IDENTIFIED AS BETA, PREVIEW, EXPERIMENTAL, PILOT, EVALUATION, OR SIMILAR ARE PROVIDED FOR EVALUATION ONLY, MAY BE INACCURATE OR INCOMPLETE, MAY BE UNSUPPORTED, MAY BE MODIFIED OR DISCONTINUED AT ANY TIME, AND ARE EXCLUDED FROM ANY INDEMNITY, SERVICE-LEVEL, SUPPORT, WARRANTY, OR LIABILITY COMMITMENTS EXCEPT TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY LAW.

2.4 Use restrictions. You will not, and will not permit anyone to: (a) reverse engineer, decompile, or attempt to extract source code or model weights or any other aspects of the Services; (b) resell, sublicense, or provide the Services to third parties except your own authorized users; (c) use the Services to build a competing product; (d) circumvent usage limits, security, or access controls for the Services; (e) upload malicious code or interfere with the Services' operation or other customers; (f) use the Services in violation of law; or (g) misrepresent your identity or authority.

ACCOUNTS, USERS, AND ROLES

3.1 Authorized users and roles. You may invite users and assign roles. Access levels are: “Owner” (full administrative control, including billing, Integrations, and authorized-action settings), “General Manager” (operational control without certain administrative rights), “Staff” (limited operational access), and “Accountant” (read-only access scoped to financial records). You are responsible for your users' actions and for keeping credentials secure, and you agree that privilege-relevant actions are audit-logged.

3.2 One Owner; transfers. Each account has exactly one Owner. There is no automatic fallback Owner. Transferring the Owner role (for example, if the Owner leaves, is incapacitated, or a dispute arises over control of the business) requires a manual request to Visneo with documented proof of authority over the business, and Visneo may decline or delay a transfer until it is reasonably satisfied.

3.3 Accountant access. You are solely responsible for whom you invite as an Accountant. Visneo is not a party to any engagement between you and your accountant or other advisors.

AGENT AUTHORIZATION AND INTEGRATIONS

4.1 Limited authority. The Services depend on third-party providers (for hosting, AI inference, messaging, payment, and the Integrations). By connecting an Integration and enabling an Agent, you grant Visneo and its Agents authority to access and use the Integrations as necessary to provide the Services and to perform the specific actions you have configured ("Authorized Actions"), on your behalf and subject to your instructions. You are solely responsible for selecting Integrations, configuring and monitoring Agent permissions, determining which Authorized Actions may be performed, and ensuring that those configurations accurately reflect your business requirements and risk tolerance. You may change or revoke this authority at any time, subject to any actions already initiated or completed before the change or revocation takes effect.

4.2 Integrations and credentials. You represent that you have the right and authority to connect your Integrations and to authorize the data access and actions involved, that your Integrations are accounts (not personal accounts or personal payment methods), and that doing so does not violate any laws, third party's contractual terms, or other agreements. You are responsible for your Integrations, for maintaining the accuracy and security of Integration settings and credentials, for monitoring permissions granted to the Platform and Agents, and for any fees or obligations to those providers.

4.3 Approvals, review, and kill switch. You control which Authorized Actions run automatically and which require your approval. We provide an activity record and a summary of Agent actions; you are responsible for reviewing it, monitoring Agent activity, verifying that Authorized Actions are appropriate, and promptly disabling any Agent or Integration that is not operating as intended. If you do not object to a summarized action within the review window shown in the product, the action is deemed approved by you. You may pause or disable any Agent (a "kill switch") at any time, though actions already executed may not be reversible, and Visneo is not responsible for business consequences of Authorized Actions configured, approved, or permitted by you or your authorized users, whether done intentionally or not.

4.4 No professional advice. The Services use AI to generate recommendations, alerts, and analyses through the Agent Outputs. Agent Outputs are informational and decision-support only — they are not legal, tax, accounting, financial, or other professional advice. You are solely responsible for reviewing and verifying Agent Outputs before acting on them, particularly for tax, accounting, legal, regulatory, financial, and safety-related decisions. You are responsible for maintaining appropriate human oversight over your use of the Agent Outputs. You acknowledge the inherent risks of AI, including potential inaccuracies, biases, and harmful outputs. You further acknowledge and agree that Agent Outputs may not qualify for intellectual property protection. You assume all risk in connection with all Agent Outputs and all information obtained by, through, or from the Services and/or from third-party AI systems.

4.5 No payment-card processing or unauthorized financial transactions. The Services are not intended to collect, store, transmit, or process payment card data, full bank account credentials, or other regulated payment information unless expressly agreed by Visneo in a separate written agreement and configured through approved payment or financial service providers. You will not submit payment card data or similar regulated financial information to the Platform except through approved payment fields or Integrations designated by Visneo for that purpose, and then only with Visneo’s prior written approval. Agents will not initiate, approve, or complete financial transactions, payments, binding purchases, or legally binding commitments on your behalf unless you have expressly enabled and authorized that functionality, and you remain solely responsible for reviewing, approving, and monitoring any such transactions or commitments.

4.6 Compliance alerts. Any compliance, tax, or regulatory reminders surfaced by the Services are reminders only — not legal advice, filings, or a guarantee of completeness. You remain solely responsible for meeting all tax, regulatory, and legal obligations applicable to your business, including filing deadlines, regardless of whether the Services surfaced a reminder.

CUSTOMER OBLIGATIONS

5.1 Compliance with law. You will use the Services in compliance with all laws applicable to your business, and you will obtain any consents required from your employees, suppliers, and end customers before submitting their information to the Services or directing an Agent to communicate with them, or before using the Agents in any way. You are solely responsible for the accuracy of, and for obtaining sufficient rights to use and otherwise process, all Customer Data (as defined in Section 6 below) and any other information, data, materials, text, prompts, images, works, code, or other content that is input, entered, or submitted to the Services by you or on your behalf, including through the Integrations.

5.2 Prohibited and restricted uses. You will not use the Services for any business activity that is illegal under U.S. federal or state law. Use involving cannabis or cannabis-adjacent retail, firearms, unlicensed alcohol or tobacco sale, adult content, gambling, or other regulated or high-risk activities ("Restricted Industries") is not permitted without Visneo's prior written approval, and Visneo may suspend or terminate accounts that operate in a Restricted Industry without approval.

5.3 No High-Risk AI. You will not configure any Agent or Agent Outputs in a manner that could reasonably be construed as a "high-risk AI system" or used to facilitate, materially influence, or make a “significant decision” or "consequential decision" about an individual's employment, lending, credit, housing, healthcare, insurance, education, or access to essential services, under any applicable AI or data privacy law, without Visneo's prior written authorization.

5.4 No emergency or critical systems use. The Services are not designed or intended for emergency response, life-safety, medical, hazardous, mission-critical, or other use where failure, delay, inaccuracy, or unavailability could reasonably be expected to result in death, personal injury, property damage, environmental harm, legal violations, or material business interruption. You will not use the Services for those purposes.

5.5 Security. You will keep credentials confidential, use reasonable security practices, and notify us at security@visneo.ai within 24 hours of any suspected unauthorized access to your account. You are responsible for all actions taken by any authorized user, connected system, Integration, or person using credentials associated with your account.

5.6 Usage limits. The Services may be subject to reasonable technical, security, operational, and fair-use limits designed to protect the Services, other customers, and third-party providers. We may apply reasonable technical limits, throttle usage, or restrict excessive, abusive, or abnormal usage patterns that materially exceed normal usage for similarly situated customers.

5.7 Subscription packages and usage-based limits. Your access to the Services may depend on the subscription package, plan, order form, statement of work, or other commercial terms selected at signup or otherwise agreed in writing, including limits on seats, locations, Agents, Integrations, transactions, messages, storage, compute, AI inference, support, implementation, onboarding, or other usage metrics. You are responsible for monitoring usage and ensuring that your use remains within applicable package limits. Visneo may require an upgrade, restrict functionality, throttle usage, charge overages, or suspend excess usage if your use exceeds applicable limits or requires a package, plan, or implementation tier not currently purchased by you.

DATA OWNERSHIP AND LICENSES

6.1 Customer Data. As used herein, “Customer Data” means, other than Aggregated Data, all data submitted to or processed by the Services by you or on your behalf (including sales, inventory, supplier, pricing, and financial records but excluding Visneo generated data or system data), Agent Outputs, and any information about an identified or identifiable natural person (“Personal Information”) contained therein. You are responsible for obtaining any required notices, consents, permissions, and authorizations from your users and any other individuals whose information you submit or process through the Services, including any Personal Information.

6.2. Your data. As between you and Visneo, you own your Customer Data. You grant Visneo a non-exclusive, fully paid-up, royalty-free, sublicensable, and transferable worldwide right and license to collect, access, store, host, process, transmit, display, and otherwise use Customer Data to provide and support the Services, including without limitation to perform Authorized Actions and to convert and otherwise process Customer Data to Aggregated Data (as defined in Section 6.3).

6.3 Aggregated Data. Visneo may convert and otherwise process Customer Data to create de-identified and aggregated data (any and all de-identified and aggregated data referred to as “Aggregated Data”) and may collect and use additional Aggregated Data about your use of the Services to operate, improve, secure, and expand the Services, including for analytics, benchmarking, product development, model evaluation, safety testing, security, fraud prevention, statistical analyses, vendor-facing insights, commercial insights, and to train and refine our AI models. Aggregated Data does not identify you, your stores, or any individual, and we will not attempt to re-identify it.

6.4 Privacy and data processing. Our privacy policy, available at /legal/privacy (“Privacy Policy”) describes how Visneo collects and uses Personal Information in connection with the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy. To the extent agreed upon by the parties, a separate data processing addendum or similar data terms will govern Visneo's processing of Personal Information on your behalf. You are responsible for determining whether such terms are required for your use of the Services and for providing lawful instructions for any processing of Personal Information.

6.5 Third-party AI provider restrictions. To the extent Visneo uses third-party AI providers to process Customer Data or Personal Information in connection with the Services, Visneo will use commercially reasonable efforts to use providers under terms that prohibit the provider from using Customer Data or Personal Information to train or improve the provider's foundation models, except with Customer's prior written consent or as otherwise expressly permitted in a separate written agreement. Visneo will also use commercially reasonable efforts to configure such providers to limit retention of Customer Data and Personal Information to the minimum period reasonably necessary to provide and secure the Services, subject to provider-specific technical, legal, security, abuse-monitoring, and compliance requirements.

6.6 Our IP. As between Customer and Visneo, Visneo owns the Services (including, for the avoidance of doubt, the Platform and the Agents), the Aggregated Data, and all related software, models, and documentation, and all related intellectual property rights therein and thereto, including without limitation, and for the avoidance of doubt, any and all configurations, modifications, revisions, and/or enhancements of or to the Services, whether or not resulting from processing of Customer Data. To the extent ownership of any of the foregoing initially vests in Customer, Customer hereby assigns to Visneo all right, title, and interest in and to the foregoing, including all associated intellectual property and proprietary rights. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services; no other rights are granted and all other rights are reserved by Visneo.

6.7 Feedback. If you give us suggestions or feedback about the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like, we may use them without restriction or obligation to you.

6.8 Agent Outputs. Agent Outputs generated for you (such as recommendations, draft orders, summaries, and analyses) are treated as part of your Customer Data, and you may use them for your business purposes. This does not give you any rights in the Services (including the Platform and the Agents), or models that generate them, which remain ours under Section 6.6.

CONFIDENTIALITY

In connection with these Terms, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, all Customer Data (including all Personal Information) is and will remain the Confidential Information of Customer, and the Services are and will remain the Confidential Information of Visneo. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

SUBSCRIPTION, BILLING, AND CANCELLATION

8.1 Term and auto-renewal. Your subscription begins when you activate your account and continues for the term you select at checkout (monthly, quarterly, or annual). It automatically renews for successive terms of the same length at our then-current pricing unless cancelled. You authorize us and our payment processor to charge your payment method for each renewal.

8.2 Renewal notice. For terms of 12 months or longer, we will email your billing contact a renewal reminder at least 15 and no more than 45 days before each renewal date, stating the date, price, and how to cancel. For monthly and quarterly terms, your checkout confirmation and recurring invoices serve as your renewal disclosures.

8.3 How to cancel. You may cancel auto-renewal at any time, with equal or greater ease than signup: (a) in-product at Account Settings → Billing → "Cancel Subscription"; or (b) by email to billing@visneo.ai (one email is sufficient; we confirm within 2 business days). Cancellation takes effect at the end of the then-current term; you remain responsible for fees through that term. We will not use retention pop-ups or other obstacles beyond a single confirmation screen.

8.4 Refunds. Fees are non-refundable for the current billing period; cancellation stops the next charge. Exception: a first-time Customer on an annual term who cancels within 14 days of activation may request a full refund of that annual prepayment by emailing billing@visneo.ai. Nothing here limits non-waivable rights under the California Automatic Renewal Law (Bus. & Prof. Code §17600 et seq.), the federal Restore Online Shoppers' Confidence Act (ROSCA, 15 U.S.C. §8401 et seq.), or comparable state automatic-renewal laws.

8.5 Price changes. We may change prices on renewal with at least 60 days' advance email notice. If you disagree, cancel before the renewal date; continued use after renewal accepts the new price.

8.6 Payment, taxes, failed payments. We bill via credit card or ACH through our payment processor (currently Stripe, Inc.). Fees are exclusive of taxes, which you are responsible for except taxes on our net income. If a charge fails, we may retry over 15 business days and suspend access if unpaid; after 30 days of non-payment we may terminate.

8.7 Chargebacks. Before disputing a charge with your bank, contact billing@visneo.ai. If you initiate a chargeback for a charge you authorized or that is valid under these Terms, we may suspend or terminate your account, contest the chargeback with evidence of authorization and use, and charge a reasonable administrative fee plus any chargeback fees imposed on us. Your acceptance of these Terms and your activity records constitute authorization for charges incurred.

SERVICE AVAILABILITY

We will use commercially reasonable efforts to make the Services available, but we do not commit to a specific uptime level or service credits under these Terms, and the Services may be unavailable for maintenance, updates, or causes beyond our reasonable control.

WARRANTIES AND DISCLAIMERS

Each party represents that it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND ALL AGENT OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND VISNEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VISNEO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, THAT ANY CONTENT, INCLUDING YOUR CUSTOMER DATA, WILL BE SECURE, OR FREE FROM LOSS, CORRUPTION, DAMAGE, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSIONS, OR THAT AGENT OUTPUTS WILL BE ACCURATE OR COMPLETE. AI systems can produce incorrect, incomplete, or unexpected outputs; you are responsible for verifying outputs as described in Sections 4.4 and 4.6. We do not warrant the performance of third-party systems or Integrations you connect.

LIMITATION OF LIABILITY

11.1 No indirect damages. IN NO EVENT WILL VISNEO BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BREACH OF SECURITY OF DATA, REGARDLESS OF WHETHER VISNEO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

11.2 Cap. Visneo’s total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid to Visneo in the 12 months before the event giving rise to the claim, or (b) US $500.

11.3 Exceptions. The limits in 11.1 and 11.2 do not apply to a party’s gross negligence, willful misconduct, or fraud.

11.4 Basis of the bargain. These limitations are a fundamental basis of the agreement between the parties and the pricing of the Services.

INDEMNIFICATION

12.1 By Visneo. Visneo shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, fines, penalties, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, investigation, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets, provided that Customer promptly notifies Visneo in writing of such Third-Party Claim, cooperates with Visneo, and allows Visneo sole authority to control the defense and settlement of such Third-Party Claim. If a Third-Party Claim is made or appears possible, Customer agrees to permit Visneo, at Visneo’s sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for Customer to continue use. If Visneo determines that neither alternative is reasonably available, Visneo may terminate these Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 12.1 will not apply to the extent that the alleged infringement or misappropriation arises from: (w) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Visneo or authorized by Visneo in writing; (x) modifications to the Services not made by Visneo; (y) Customer Data; or (z) third-party services.

12.2 By Customer. Customer shall indemnify, hold harmless, and, at Visneo’s option, defend Visneo and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any Losses arising out of or relating to any Third-Party Claim based on or arising from: (a) Customer Data, including any allegation that Customer Data, or Visneo’s processing or use of Customer Data in accordance with these Terms, infringes, violates, or misappropriates such third party's intellectual property, privacy, or other rights; (b) Customer’s or its authorized users’ use of the Services, including any prompts, instructions, approvals, configurations, Authorized Actions, Agent Outputs, Integrations, or failure to review, monitor, disable, or correct Agent activity; (c) Customer's or any of its authorized user's negligence or willful misconduct; (d) Customer’s or any of its authorized users’ use of the Services in a manner not authorized by or in breach of these Terms or in violation of applicable law; (e) Customer’s use of the Services in combination with data, software, hardware, equipment, or technology not provided by Visneo or authorized by Visneo in writing; (f) Customer’s modifications to the Services not made by Visneo. Customer may not settle any Third-Party Claim against Visneo unless Visneo provides prior written consent to such settlement, and further provided that Visneo will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

TERM AND TERMINATION

13.1 Termination. Either party may terminate for the other's material breach not cured within 30 days of written notice. We may suspend or terminate immediately, without a cure period, for non-payment, a Restricted Industry or restricted use violation, a high-risk-AI violation, or any use that materially threatens the security or integrity of the Platform or other customers or where we reasonably believe suspension is necessary to address suspected fraud, security risk, legal or regulatory risk, violation of third-party terms, excessive or abusive usage, or risk to Visneo, the Services, other customers, or third-party providers. Where reasonable under the circumstances, we may limit suspension to the affected feature, Agent, Integration, account, or usage activity.

13.2 Effect. On termination, your right to use the Services ends. You may export your Customer Data for 30 days after termination, after which we may delete it in accordance with our data retention schedule. Data export may be limited or unavailable if your account is suspended or terminated for security, legal, fraud, or other third-party rights reasons. We may retain Customer Data and related records as required by law or as reasonably necessary for backups, audit logs, dispute records, fraud prevention, security compliance, or enforcement of these Terms. Sections that by their nature should survive — including without limitation Sections 6 (data ownership and Aggregated Data), 7 (confidentiality), 10–12 (disclaimers, liability, indemnification), and 14–15 — survive termination.

THIRD-PARTY SERVICES

Your use of Integrations may be subject to third-party terms, account standing, permissions, availability, rate limits, API changes, data access restrictions, fees, and approval processes. You are responsible for complying with those terms and maintaining any accounts, permissions, and credentials needed for the Integrations. We are not responsible for those providers' acts, omissions, outages, or changes, and their availability or changes may affect the Services. We are not liable for any loss, delay, failure, unavailability, or change in functionality resulting from a third-party provider modifying, suspending, limiting, or withdrawing access to an Integration or related service.

Without limiting the foregoing, you are responsible for the accuracy, completeness, legality, and authorization of data made available through point-of-sale systems, accounting systems, inventory systems, supplier systems, payment processors, financial data providers, and other Integrations, and for obtaining and maintaining all rights, consents, credentials, approvals, and permissions required for Visneo and the Agents to access, use, transmit, and act on that data. Visneo is not responsible for errors, delays, omissions, duplications, unauthorized access, permission changes, API changes, partner approval requirements, or downstream consequences caused by an Integration, integration partner, connected system, or data source.

GOVERNING LAW AND DISPUTES

15.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

15.2 Disputes; no arbitration. Before filing suit, the parties will negotiate in good faith for 30 days, then attempt non-binding mediation through JAMS. These Terms do not require binding arbitration. Any unresolved dispute will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction there. Each party waives a jury trial and waives participation in any class or representative action. Either party may seek injunctive relief in any court of competent jurisdiction, without bond, to protect its intellectual property or confidential information or to stop a restricted use violation.

CHANGES TO THESE TERMS

We may modify these Terms by posting an updated version with a new "Last Updated" date. For material, adverse changes we will give at least 30 days' advance notice (by email or in-product notice); your remedy is to cancel under Section 8.3 before the change takes effect. Continued use after the effective date accepts the change.

GENERAL

17.1 Electronic acceptance. Your acceptance is recorded electronically with timestamp, IP address, and user agent, which constitutes a valid signature under the E-SIGN Act (15 U.S.C. §7001 et seq.) and applicable state law.

17.2 Entire agreement. These Terms are the entire agreement on this subject and supersede all prior or contemporaneous discussions, understandings, and agreements relating to the Services. These Terms may not be amended, modified, or supplemented except by a written agreement executed by both parties.

17.3 Assignment. You may not assign these Terms without our consent; we may assign these Terms in connection with a merger, financing, or sale of assets. These Terms bind permitted successors and assigns.

17.4 Notices. We send notices to your account's primary or billing contact; you send notices to legal@visneo.ai. You must keep your contact information current, and we are deemed to have given notice on sending to the address of record.

17.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

17.6 Severability and waiver. If any provision is unenforceable, the rest remain in effect, and the unenforceable provision is limited to the minimum extent necessary. A party's failure to enforce a provision is not a waiver.

17.7 No third-party beneficiaries. These Terms do not create rights in anyone other than the parties.

17.8 Export. You will comply with applicable export and sanctions laws and represent that you are not subject to any such laws or located in an embargoed jurisdiction.

CONTACT

Visneo, Inc., 2901 W. Armitage Ave, Chicago, IL 60647, USA

General: support@visneo.ai · Billing / cancellation: billing@visneo.ai · Privacy: privacy@visneo.ai · Legal / notices: legal@visneo.ai · Security: security@visneo.ai