Vissibl Terms of Use

Last updated: 16th May 2025

These Terms of Service ("Terms") are entered into by and between Vissibl Technologies FZ-LLC, a limited liability company incorporated in the Dubai International Financial Centre (DIFC), with its registered address at Unit IH-00-VZ-01-FL-101, Level 3, Innovation One, DIFC, Dubai, UAE ("Vissibl", "we", "us", or "our"), and the customer entity identified in an applicable Order Form ("Customer", "you" or "your"). These Terms govern your access to and use of our Services. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation1 and its affiliates to these Terms.

1. Definitions

  • "Services" means our AI-powered compliance automation platform, including associated tools for ISO certification, document generation, audit readiness management, risk registers, training, and integrations, as further described in the applicable Order Form and any accompanying service level agreements (SLAs) or documentation provided by Vissibl.
  • "Customer Data" means all electronic data, text, messages, communications, documents, files, information, and other materials that a Customer or its Authorised Users inputs, uploads, posts, shares, transmits, stores, or otherwise makes available to or through the Services, excluding Vissibl’s Confidential Information and any Feedback.
  • "AI Outputs" means any reports, summaries, recommendations, generated text, documents, or other content created or generated by the AI features of the Services based on Customer Data, Customer prompts, or other inputs provided by or on behalf of the Customer.
  • "Order Form" means an ordering document, quotation, or online order executed by both parties, or otherwise electronically accepted by the Customer (including via click-through agreement on the platform's user interface or confirmation via an authorised email address), which references these Terms and specifies the Services subscribed to, subscription term, pricing, payment terms, number of Authorised Users, and other specific commercial terms.
  • "Authorised Users" means employees, officers, directors, agents, contractors, and auditors of the Customer who are authorised by the Customer to access and use the Services for the Customer's internal business purposes and on its behalf, and for whom applicable subscriptions have been purchased.
  • "Trial Period" means any period during which Vissibl makes the Services, or a portion thereof, available to Customer on a temporary, free-of-charge, or reduced-fee basis for evaluation purposes, as specified in an Order Form or other written communication from Vissibl.

2. ACCEPTANCE, MODIFICATIONS, AND SCOPE

2.1 Acceptance. By (i) executing an Order Form that references these Terms, (ii) clicking a box indicating acceptance, (iii) registering for an account, or (iv) accessing or using the Services or any part thereof, Customer agrees to be bound by these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms.

2.2 Modifications. We may update these Terms from time to time by providing you with at least thirty (30) days prior written notice via email to the address associated with your account or through a notification on the Services platform. Such changes will become effective at the beginning of your next renewal term. Your continued use of the Services after any such renewal constitutes your acceptance of the updated Terms. If a modification is materially adverse to you, and you do not agree to the modification, your sole remedy shall be to provide written notice of non-renewal in accordance with the terms of your Order Form and to cease using the Services at the end of the then-current subscription term.

2.3 Entire Agreement. These Terms, together with any applicable Order Form(s), any Service Level Agreement (SLA) explicitly incorporated by reference, and any Data Processing Addendum (DPA) entered into between the parties, constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, understandings, statements, representations, warranties, and communications, whether oral or written.

‍2.4 Order of Precedence. In the event of any conflict or inconsistency between the documents forming this agreement, the following order of precedence will apply: (a) the applicable Order Form (solely with respect to the commercial terms like pricing, subscription term, and specific services purchased therein); (b) any applicable Data Processing Addendum; (c) these Terms; and (d) any applicable Service Level Agreement.

3. GOVERNING LAW AND JURISDICTION

3.1 Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC).

3.2 Jurisdiction. The Courts of the Dubai International Financial Centre (DIFC) shall have exclusive jurisdiction to settle any dispute or claim(including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

‍3.3 Equitable Relief. Nothing in these Terms shall prevent or limit either party from seeking interim, interlocutory, or injunctive relief or other urgent remedies from any court of competent jurisdiction to protect its intellectual property rights or confidential information.

4. ACCESS, RIGHTS, AND SERVICE LIMITATIONS

4.1 Access Rights. Subject to Customer's timely payment of all applicable Fees and ongoing compliance with these Terms and the applicable Order Form, Vissibl grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted in these Terms), non-sublicensable, and revocable right during the Subscription Term specified in the Order Form to access and use the Services, and permit Authorised Users to access and use the Services, solely for Customer's internal business operations in accordance with any usage limits or service tiers specified in the Order Form and any applicable documentation.

4.2 Trial Access. If Vissibl provides Customer with access to the Services or any part thereof on a trial or evaluation basis ("Trial Period"), such access is provided "AS-IS" and "AS-AVAILABLE" without any warranty, indemnity, service level commitment, or support obligations whatsoever, express or implied, by Vissibl. Customer Data entered during a Trial Period will be permanently deleted within thirty (30) days following the end of the Trial Period unless the Customer converts to a paid subscription for the same Services before the Trial Period expires. Vissibl reserves the right to modify or terminate any Trial Period or trial access at any time, for any reason or no reason, without liability to the Customer.

4.3 Authorised Users. Customer is responsible and liable for all acts and omissions of its Authorised Users and any other person who accesses and uses the Services using Customer's or its Authorised Users' credentials, as if such acts or omissions were by Customer itself. Customer shall ensure that all Authorised Users comply with these Terms. Customer must ensure that credentials for Authorised Users are kept confidential, are unique to each Authorised User, and are not shared among users or with any third party. Customer shall not permit access to the Services by more than the number of Authorised Users specified in the applicable Order Form. Customer must promptly notify Vissibl in writing of any suspected or actual unauthorised access to or use of the Services or any breach of security.

4.4 Restrictions. Customer shall not, and shall not permit its Authorised Users or any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (except to the extent such restrictions are contrary to Applicable Law and then only upon advance written notice to Vissibl);

(b) use the Services or any Vissibl Confidential Information to develop a directly or indirectly competitive product or service, or for any other purpose not expressly permitted herein;

(c) introduce, upload, or transmit any virus, Trojan horse, worm, malware, spyware, or other harmful or malicious code into the Services;

(d) sell, resell, license, sublicense, distribute, rent, lease, assign (except as expressly permitted herein), or otherwise transfer or make the Services available to any third party, other than to Authorised Users for Customer's internal business purposes as permitted herein;

(e) use the Services in any manner that violates any Applicable Law, regulation, or third-party rights (including intellectual property rights or privacy rights);

(f) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

(g) attempt to gain unauthorised14 access to the Services or their related systems or networks;

(h) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Vissibl or its licensors on the Services or any documentation;

(i) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(j) use the Services for any high-risk activities where the use or failure of the Services could lead to death, personal injury, or severe environmental or property damage, without Vissibl’s express prior written consent and Customer's explicit assumption of all associated risks; or

(k) conduct any load testing, security probing, or penetration testing on the Services without Vissibl's prior written consent.

5. FEES, BILLING, AND PAYMENT TERMS

5.1 Fees and Billing. Customer shall pay all fees specified in the applicable Order Form(s) ("Fees"). Unless otherwise specified in the Order Form, Fees are based on Services purchased and not actual usage. All payment obligations are non-cancelable, and all Fees paid are non-refundable, except as expressly stated otherwise in these Terms or an Order Form. Subscription fees will be billed in advance, either annually or in accordance with the billing frequency stated in the Order Form. All Fees are quoted and payable in United States Dollars (USD) unless otherwise specified in the Order Form.

5.2 Taxes. All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added tax (VAT), sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Vissibl has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Vissibl will invoice Customer for such Taxes, and Customer will pay that amount unless Customer provides Vissibl with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Vissibl is solely responsible for taxes assessable against it based on its own net income, property, and employees.

5.3 Late Payment. If any invoiced amount is not received by Vissibl by its due date, then without prejudice to any other rights or remedies available to Vissibl: (a) Vissibl may charge late interest on the overdue amount at the rate of the lower of 1.5% per month or the maximum rate permitted by Applicable Law, calculated daily from the due date until the date of actual payment; and/or (b) Vissibl may suspend Customer’s and its Authorised Users’ access to the Services and provision of any support until full payment of all outstanding undisputed amounts, including accrued interest, is made. Vissibl will provide at least ten (10) days prior written notice that Customer's account is overdue before suspending Services for non-payment. Customer shall reimburse Vissibl for all reasonable costs and expenses incurred by Vissibl in collecting any late payments or interest, including reasonable attorneys' fees.

5.4 Fee Disputes. Customer must notify Vissibl in writing of any good faith dispute with respect to any Fees or invoiced amounts within thirty (30) days of the invoice date. The written notice must contain reasonable detail specifying the nature of the dispute. If Customer fails to dispute an invoice (or any portion thereof) within this period, the invoice will be deemed accepted and payable in full. Customer agrees to pay all undisputed portions of any invoiced amounts when due. The parties agree to cooperate in good faith to investigate and resolve any disputed amounts promptly.

5.5 No Set-Off. Customer may not withhold, deduct, or offset any amounts due to Vissibl under these Terms against any claim, dispute, or amount owed or alleged to be owed by Vissibl to Customer under these Terms or any other agreement, unless such set-off right is expressly agreed to in writing by Vissibl or mandated by Applicable Law which cannot be contractually waived.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data. Vissibl's Confidential Information includes the Services (including its software, algorithms, and underlying technology), its business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (b) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors, and agents who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel, or accountants will remain responsible for such third party’s compliance with this Section 6.

6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by Applicable Law or a court or governmental order to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

6.4 Return or Destruction. Upon request by the Disclosing Party, or upon termination or expiration of these Terms (whichever is earlier), the Receiving Party will, at the Disclosing Party's election, promptly return to the Disclosing Party or securely destroy all Confidential Information of the Disclosing Party in its possession or control, and certify such destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by Applicable Law or for backup and archival purposes in accordance with its standard data retention policies, provided that such retained Confidential Information shall remain subject to the confidentiality obligations set forth herein for as long as it is retained.

6.5 Injunctive Relief. Each party acknowledges that any unauthorised disclosure or use of Confidential Information would cause the other party irreparable harm for which damages alone would not be an adequate remedy. Accordingly, each party agrees that the other party shall be entitled to seek injunctive and other equitable relief to prevent or curtail any such actual or threatened unauthorised disclosure or use, without prejudice to any other rights or remedies that such party may have.

7. DATA PROTECTION AND SECURITY

7.1 Compliance with Data Protection Laws. Each party shall comply with its respective obligations under all Applicable Data Protection Laws. For the purposes of these Terms, "Applicable Data Protection Laws" means the DIFC Data Protection Law No. 5 of 2020 (the "DIFC DPL") and any other data protection or privacy laws applicable to the processing of Personal Data under these Terms. "Personal Data," "Controller," "Processor," "Processing," and "Data Subject" shall have the meanings ascribed to them in the DIFC DPL.

7.2 Roles of the Parties. The parties acknowledge and agree that with respect to the Processing of Personal Data contained within Customer Data, Customer is the Controller and Vissibl is the Processor. Vissibl will Process Personal Data only on behalf of and in accordance with Customer’s documented lawful instructions as set out in these Terms, any applicable Order Form, and any Data Processing Addendum ("DPA") entered into between the parties, unless otherwise required by Applicable Law to which Vissibl is subject. In such a case, Vissibl shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.

7.3 Vissibl's Obligations as Processor. To the extent Vissibl Processes Personal Data on behalf of Customer, Vissibl will:

(a) Implement and maintain appropriate technical and organisational security measures designed to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

(b) Ensure that its personnel authorised to Process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) Not engage another Processor ("Sub-processor") without prior specific or general written authorisation of the Customer. In the case of general written authorisation, Vissibl shall inform the Customer of any intended changes concerning the addition or replacement of other Sub-processors, thereby giving the Customer the opportunity to object to such changes. Vissibl shall ensure that any Sub-processor it engages is subject to data protection obligations compatible with those imposed on Vissibl under these Terms and any DPA. Vissibl shall remain fully liable to the Customer for the performance of that Sub-processor's obligations.

(d) Taking into account the nature of the Processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests from Data Subjects exercising their rights under Applicable Data Protection Laws.

(e) Assist the Customer in ensuring compliance with its obligations relating to the security of Processing, notification of Personal Data breaches to the supervisory authority and Data Subjects, and data protection impact assessments, taking into account the nature of Processing and the information available to Vissibl.

(f) Upon Customer's request and at Customer's expense, make available to the Customer information reasonably necessary to demonstrate compliance with the obligations laid down in this Section 7 and Applicable Data Protection Laws, and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer (subject to reasonable notice and confidentiality undertakings).

(g) Notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Personal Data Processed on behalf of the Customer.

7.4 Customer's Obligations as Controller. Customer warrants that it has all necessary rights, consents, and legal bases to provide Personal Data to Vissibl for Processing in connection with the Services and that its instructions to Vissibl for the Processing of Personal Data shall comply with Applicable Data Protection Laws. Customer is responsible for the accuracy, quality, and legality of Personal Data and the means by which it acquired Personal Data.

7.5 Data Processing Addendum (DPA). The parties agree to enter into a DPA if required by Applicable Data Protection Laws or if otherwise deemed necessary by either party, which, upon execution, will be incorporated by reference into these Terms.

7.6 Use of Customer Data for AI Features. Vissibl will Process Customer Data, including any Personal Data therein, to provide the AI features of the Services as instructed by the Customer. Vissibl will not use Customer Data, including Personal Data, to train general AI models that would benefit other customers or third parties, unless (a) such Customer Data is anonymised and/or aggregated in a manner that it no longer constitutes Personal Data or identifies Customer or any individual, or (b) Customer provides explicit prior written consent for such use.

7.7 International Transfers. Vissibl shall not transfer Personal Data Processed on behalf of Customer to any country outside the Dubai International Financial Centre that is not recognised by the DIFC Commissioner of Data Protection as providing an adequate level of protection for Personal Data, unless appropriate safeguards are in place as required by the DIFC DPL (such as standard contractual clauses approved by the Commissioner or other legally recognised transfer mechanisms) or a specific derogation applies.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Vissibl IP. As between the parties, Vissibl and its licensors own and shall retain all right, title, and interest in and to the Services (including all underlying software, AI models, algorithms, know-how, and technology), Vissibl's Confidential Information, the documentation, any Vissibl trademarks and branding, and any and all modifications, enhancements, derivative works, or improvements to any of the foregoing, whether or not developed based on Feedback ("Vissibl IP"). No rights are granted to Customer hereunder other than as expressly set forth herein.

8.2 Customer Data. As between the parties, Customer owns and shall retain all right, title, and interest in and to Customer Data and Customer's Confidential Information.

8.3 License to Vissibl. Customer grants Vissibl and its authorised Sub-processors a worldwide, non-exclusive, royalty-free, non-transferable (except in connection with a permitted assignment of these Terms) license to host, copy, transmit, display, modify, and otherwise use Customer Data solely to the extent necessary to provide, maintain, support, and improve the Services for the Customer in accordance with these Terms.

8.4 AI Outputs. Subject to Vissibl's underlying ownership of the Vissibl IP (including the AI models and algorithms used to generate them), Customer shall own all right, title, and interest in and to the AI Outputs generated specifically for and provided to Customer through its use of the Services based on its Customer Data and prompts. Customer is solely responsible for the use, review, and validation of all AI Outputs. Vissibl retains the right to use, reproduce, and modify AI Outputs in an aggregated and anonymised form (that does not identify Customer, its Authorised Users, or any natural person) for the purpose of improving its AI models, services, and for other internal business analytics and development purposes.

8.5 Feedback. If Customer or any of its Authorised Users provides Vissibl with any suggestions, ideas, improvements, recommendations, or other feedback concerning the Services or any other Vissibl products or services ("Feedback"), Customer hereby grants Vissibl a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, without any obligation or accounting to Customer. Vissibl shall have no obligation to use or implement any Feedback.

9. WARRANTIES AND DISCLAIMERS

9.1 Vissibl Warranties. Vissibl warrants to Customer that:

(a) it has the legal power and authority to enter into these Terms;

(b) during the applicable Subscription Term, the Services will perform materially in accordance with the applicable documentation provided by Vissibl; and

(c) it will use commercially reasonable efforts to provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.

For any breach of the warranty in Section 9.1(b), Customer’s exclusive remedy and Vissibl’s entire liability shall be, at Vissibl’s option, to (i) re-perform the deficient Services, or (ii) if Vissibl cannot substantially correct the deficiency in a commercially reasonable manner, Customer may terminate the relevant Order Form and Vissibl will refund any prepaid, unused Fees for the terminated portion of the Subscription Term.

9.2 Customer Warranties. Customer warrants to Vissibl that:

(a) it has the legal power and authority to enter into these Terms;

(b) it owns or has obtained all necessary rights, consents, and permissions to submit all Customer Data to the Services and for the Processing of Customer Data by Vissibl as contemplated by these Terms; and

(c) its use of the Services and the AI Outputs will comply with all Applicable Laws and will not infringe or violate the rights of any third party.

9.3 DISCLAIMERS.

(A) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES, Vissibl IP, DOCUMENTATION, AND AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND Vissibl AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.47

(B) Vissibl DOES NOT WARRANT THAT THE SERVICES OR AI OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, COMPLETE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT THE USE OF AI-POWERED TOOLS INVOLVES INHERENT RISKS OF INACCURACIES OR UNEXPECTED OUTPUTS.

(C) AI-SPECIFIC DISCLAIMERS: CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (I) THE AI OUTPUTS ARE GENERATED BY ARTIFICIAL INTELLIGENCE MODELS AND ARE PROVIDED FOR INFORMATIONAL AND AUTOMATION PURPOSES ONLY. THEY DO NOT CONSTITUTE LEGAL, FINANCIAL, REGULATORY, COMPLIANCE, OR OTHER PROFESSIONAL ADVICE.
  • (II) CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND VERIFYING THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL AI OUTPUTS BEFORE RELYING ON OR USING THEM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO ISO CERTIFICATION PROCESSES OR COMPLIANCE DECISIONS.
  • (III) AI MODELS MAY PRODUCE INACCURATE, INCOMPLETE, MISLEADING, OR BIASED INFORMATION ("HALLUCINATIONS"). Vissibl SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DECISIONS MADE, ACTIONS TAKEN, OR OMISSIONS MADE BY CUSTOMER IN RELIANCE ON ANY AI OUTPUTS.
  • (IV) Vissibl DOES NOT GUARANTEE THAT USE OF THE SERVICES OR AI OUTPUTS WILL RESULT IN ISO CERTIFICATION, AUDIT SUCCESS, OR ANY OTHER SPECIFIC COMPLIANCE OUTCOME. THE SERVICES ARE TOOLS TO ASSIST CUSTOMER, BUT CUSTOMER REMAINS ULTIMATELY RESPONSIBLE FOR ITS COMPLIANCE OBLIGATIONS.

(D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM Vissibl OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10. INDEMNIFICATION

‍10.1 Indemnification by Vissibl. Vissibl will defend Customer, its officers, directors, and employees ("Customer Indemnified Parties") against any third-party claim, demand, suit, or proceeding ("Claim") alleging that the use of the Services as permitted hereunder (excluding Customer Data and third-party applications or services not provided by Vissibl) infringes or misappropriates such third party’s valid intellectual property rights. Vissibl will indemnify Customer Indemnified Parties for any damages, attorney fees, and costs finally awarded against them as a result of, or for amounts paid by them under a court-approved settlement of, such a Claim; provided that Customer: (a) promptly gives Vissibl written notice of the Claim; (b) gives Vissibl sole control of the defense and settlement of the Claim (except that Vissibl may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) gives Vissibl all reasonable assistance, at Vissibl's expense.

  • If Vissibl receives information about an infringement or misappropriation Claim related to the Services, Vissibl may in its discretion and at no cost to Customer: (i) modify the Services so that they are no longer infringing or misappropriating, without breaching Vissibl’s warranties under Section 9.1; (ii) obtain a license for Customer’s continued use of the Services in accordance with these Terms; or (iii) terminate Customer’s subscriptions for the affected Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.
  • Vissibl will have no liability or obligation under this Section 10.1 with respect to any Claim if such Claim is caused in whole or in part by: (1) Customer Data; (2) modification of the Services by anyone other than Vissibl or its authorised contractors; (3) the combination, operation, or use of the Services with software, hardware, data, or other materials not supplied by Vissibl or specified in Vissibl's documentation, if the Claim would have been avoided but for such combination, operation, or use; or (4) Customer's use of the Services in breach of these Terms or not in accordance with the documentation. This Section 10.1 states Vissibl's sole liability and Customer's exclusive remedy for any Claim of intellectual property infringement or misappropriation.

10.2 Indemnification by Customer. Customer will defend Vissibl, its officers, directors, employees, and Sub-processors ("Vissibl Indemnified Parties") against any Claim made or brought against Vissibl Indemnified Parties by a third party: (a) alleging that Customer Data, or Customer's use of Customer Data with the Services, infringes or misappropriates such third party’s intellectual property rights or violates any privacy or other rights; (b) arising from Customer's use of the Services or AI Outputs in violation of these Terms, Applicable Law, or applicable documentation; (c) arising from a breach of Customer's warranties or obligations under Section 7 (Data Protection and Security) or Section 9.2 (Customer Warranties); or (d) arising from Customer's or its Authorised Users' gross negligence or willful misconduct. Customer will indemnify Vissibl Indemnified Parties for any damages, attorney fees, and costs finally awarded against them as a result of, or for amounts paid by them under a court-approved settlement of, such a Claim; provided that Vissibl: (i) promptly gives Customer written notice of the Claim; (ii) gives Customer sole control of the defense and settlement of the Claim (except that Customer may not settle any Claim unless it unconditionally releases Vissibl of all liability); and

11. LIMITATION OF LIABILITY

11.1 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, LICENSORS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICES OR AI OUTPUTS, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITIES EXCLUDED FROM THIS LIMITATION IN SECTION 11.3, EACH PARTY'S AND ITS AFFILIATES', LICENSORS', AND SUBCONTRACTORS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO Vissibl UNDER THE APPLICABLE ORDER FORM(S) FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST EVENT GIVING RISE TO LIABILITY OCCURRED.

11.3 EXCLUSIONS FROM LIMITATIONS. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE A PARTY’S LIABILITY FOR:

  • (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, ORSUBCONTRACTORS;
  • (B) FRAUD OR FRAUDULENT MISREPRESENTATION;
  • (C) CUSTOMER'S OBLIGATION TO PAY FEES DUE UNDER THESE TERMS;
  • (D) OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION); (Note: Consider if indemnity should have a separate higher cap or be subject to the general cap based on risk assessment)
  • (E) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
  • (F) A BREACH OF SECTION 6 (CONFIDENTIALITY); (Note: Consider if confidentiality breaches should have a separate higher cap or be subject to the general cap) OR
  • (G) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11.4 PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

12. TERM, TERMINATION, AND SUSPENSION

12.1 Term of Agreement. These Terms commence on the Effective Date and continue until all Order Forms hereunder have expired or have been terminated ("Term").

12.2 Subscription Term and Renewals. The initial subscription term for the Services shall be as specified in the applicable Order Form ("Initial Subscription Term"). Unless otherwise specified in an Order Form, each subscription will automatically renew for successive periods equal in length to the Initial Subscription Term (each a "Renewal Term"), unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. The per-unit pricing during any Renewal Term will be the same as that during the immediately prior term unless Vissibl has given Customer written notice of a pricing increase at least ninety (90) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

12.3 Termination for Cause.

(a) Either party may terminate these Terms or an applicable Order Form for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such proceeding65 is not dismissed within sixty (60) days.

(b) Vissibl may also terminate these Terms or an applicable Order Form for cause upon fifteen (15) days written notice if Customer fails to pay any amount due hereunder and such failure continues for fifteen (15) days after Vissibl has provided notice of such non-payment.

12.4 Effect of Termination.

(a) Upon any termination or expiration of these Terms or an applicable Order Form: (i) all rights and licenses granted to Customer thereunder will immediately cease; (ii) Customer must immediately cease all use of and access to the applicable Services; (iii) Customer must pay any unpaid Fees accrued for the Services up to and including the effective date of termination or expiration; and (iv) upon Customer's written request made within thirty (30) days after the effective date of termination or expiration, Vissibl will make Customer Data available to Customer for export or download in a standard format. After such 30-day period, Vissibl will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

(b) If Customer terminates these Terms or an Order Form for Vissibl's uncured material breach in accordance with Section 12.3(a), Vissibl will refund to Customer any prepaid Fees covering the remainder of the Subscription Term of the terminated Services after the effective date of termination. If Vissibl terminates these Terms or an Order Form for Customer's uncured material breach or for non-payment, Customer will pay any unpaid Fees covering the remainder of the Subscription Term of all applicable Order Forms. In no event will termination relieve Customer of its obligation to pay any Fees payable to Vissibl for the period prior to the effective date of termination.

12.5 Suspension of Services. In addition to its rights under Section 5.3 (Late Payment) and Section 12.3 (Termination for Cause), Vissibl may suspend Customer's or any Authorised User's access to the Services, in whole or in part, immediately upon written notice if: (a) Customer or an Authorised User is using the Services in violation of these Terms (particularly Section 4.4 Restrictions) or Applicable Law; (b) Vissibl reasonably believes that the security or integrity of the Services or Customer Data is at risk; (c) suspension is necessary to protect Vissibl's rights or the rights of other customers; or (d) required by Applicable Law or a governmental authority. Vissibl will use commercially reasonable efforts to limit the suspension to the affected part of ridiculed Services and to resolve the issues causing the suspension promptly.

12.6 Survival. The following Sections shall survive any termination or expiration of these Terms: Section 1 (Definitions), Section 2.3 (Entire Agreement), Section 3 (Governing Law and Jurisdiction), Section 5 (Fees, Billing, and Payment Terms, with respect to amounts accrued prior to termination/expiration), Section 6 (Confidentiality), Section 7 (Data Protection and Security, for as long as Vissibl Processes Personal Data), Section 8 (Intellectual Property Rights), Section 9.3 (Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12.4 (Effect of Termination), Section 12.6 (Survival), and Section 13 (Miscellaneous).

13. MISCELLANEOUS

13.1 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by circumstances beyond that party’s reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving such party's employees), Internet service provider failures or delays, denial of service attacks, or epidemics/pandemics (each a "Force Majeure Event"), provided that the party affected by a Force Majeure Event promptly notifies the other party and uses reasonable efforts to resume performance.

13.2 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided, however, that either party may assign these Terms in their entirety (including all Order Forms), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

13.3 Notices. All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by confirmed facsimile or by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Notices to Vissibl should be addressed to: Vissibl Technologies FZ-LLC, Unit IH-00-VZ-01-FL-101, Level 3, Innovation Hub, DIFC, Dubai, UAE, Attention: Legal Department, with a copy to legal@vissibl.com

13.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

13.5 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any default is not a waiver of any subsequent default.

13.6 Relationship of Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.7 No Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms except as expressly stated herein (e.g., Customer Indemnified Parties and Vissibl Indemnified Parties in Section 10).

13.8 Export Compliance. The Services may be subject to export laws and regulations of the UAE, the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorised Users to access or use any Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation, or any other applicable export laws or regulations.

13.9 Publicity. Vissibl may identify Customer as a user of the Services and display Customer's name and logo on Vissibl's website and in Vissibl's marketing materials, subject to Customer's prior written consent in each instance, or in accordance with any mutually agreed upon guidelines. Any broader publicity shall require the prior written consent of both parties.

13.10 Amendments. No amendment or modification to these Terms will be effective unless it is in writing and signed by an authorised representative of both parties, or as otherwise permitted under Section 2.2 (Modifications).

13.11 Headings. Section headings used in these Terms are for convenience of reference only and will not affect the interpretation of any provision of these Terms.

13.12 Language. These Terms are in the English language. If these Terms are translated into any other language, the English language version shall prevail.

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