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Truepic Vision User Terms and Conditions

Terms & Conditions

Last Updated: November 1, 2019

YOUR ACCESS OR USE OF TRUEPIC’S VISION SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU CHOOSE NOT TO AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SERVICE.

1. Ownership and Operation

Truepic, Inc. (“Truepic”, “we”, “our”) operates and maintains the Truepic Vision service, which includes, but is not limited to, Truepic’s: (i) website for Vision (https://vision.truepic.com), User portal and all subdomains, and all other websites owned, operated or maintained, directly or indirectly, by Truepic and its affiliated companies (together, the “Truepic Sites”), (ii) mobile applications, and (iii) related software, applications, features, data, content, products, and services (collectively, the “Truepic Vision Service” or simply the “Service”).

As used in these Terms and Conditions, “you”, “your” and “User” includes you, any individuals or entities on whose behalf you use or access the Service, and anyone you authorize to use or access the Service on your behalf. Consequently, such terms may include your employer, employees, customers, clients, consultants, contractors, agents, and third parties with which you transact business.

2. Agreement to Be Bound; Termination

PLEASE READ THESE USER TERMS AND CONDITIONS (THE “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICE. YOUR ACCESS TO AND USE OF THE SERVICE IS SUBJECT TO THESE TERMS OF USE. BY COMPLETING THE USER ACCOUNT REGISTRATION PROCESS, ACCESSING THE TRUEPIC SITES, INCLUDING UPLOADING, DOWNLOADING OR VIEWING CONTENT OR DATA, OR OTHERWISE USING THE SERVICE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE LEGALLY ABLE TO FORM A BINDING CONTRACT WITH TRUEPIC, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY AND ON BEHALF OF ANY ENTITY YOU REPRESENT OR WORK FOR. THESE TERMS OF USE IMPOSE A BINDING LEGAL OBLIGATION UPON YOU.

These Terms of Use will continue in full force and effect for as long as you use the Service. Truepic reserves the right to change these Terms of Use or any part of the Service at any time. Although Truepic may include a notice on one of the Sites or within the Service that the Terms of Use have been modified, such notice may not remain in place for any extended period of time. Accordingly, you should review the Terms of Use, as posted on the Sites or within the Service, from time to time. To the fullest extent permitted under all applicable laws, rules, regulations and requirements (collectively, “Applicable Laws”), your continued use of the Service after any revised Terms of Use have been posted constitutes your acceptance of the revised Terms of Use.

Truepic reserves the right to suspend or terminate your access to the Service in its sole discretion without notice, including for example, if Truepic reasonably believes that you have violated these Terms of Use.

In the event of any termination, whether by you or us, Sections 1, 2, 4, 7 – 14, of these Terms of Use will continue in full force and effect. You agree that Truepic shall not be liable to you for any suspension, discontinuance, termination, change or modification of your use of or access to the Service.

3. User Accounts

You are responsible for maintaining the confidentiality of your Truepic Vision account password. You are also responsible for all activities that occur in connection with your Truepic Vision account. You agree to notify us immediately of any unauthorized use of your Truepic Vision account. We reserve the right to close your Truepic Vision account for any reason.

If you register as a Truepic Vision account User, you:

4. License, Ownership and Use of the Service and Truepic Proprietary Material

You may only use the Service in accordance with these Terms of Use and solely for its intended purpose. All rights not expressly granted to you by these Terms of Use are hereby reserved by Truepic. As between Truepic and you, except for User Data (as defined below), Truepic is the sole owner of all content on the Service, including, without limitation, all applicable patents, trademarks, copyrights, trade secrets, trade names, logos, and other intellectual property rights thereto, as well as text, images, graphics, logos, typefaces, icons, audio, video and software and other material appearing on the Service or developed by Truepic in connection with the service, including the underlying software code and algorithms (“Truepic Proprietary Material”).

Except as otherwise provided in these Terms of Use, you may not use, publish, reproduce, display, distribute, copy, frame, mirror, post, upload, download, transmit or modify the Truepic Proprietary Material or any portion thereof, for any purpose. You may download, print and store selected portions of the Truepic Proprietary Material, provided you (1) only use these copies consistent with and exclusively in furtherance of the Service, (2) do not copy or post Truepic Proprietary Material on any network computer or broadcast the Truepic Proprietary Material in any media, and (3) do not modify or alter the Truepic Proprietary Material in any way, or delete or change any copyright or trademark notice. Modification of the materials appearing on the Service or use of such materials for any other purpose is a violation of Truepic’s copyright and other proprietary rights.

You may not rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Service or any portion thereof. You may not access the Service in order to build a competitive product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any portion thereof. You may not interfere with or disrupt the integrity or performance of the Service or third-party data contained therein or attempt to gain unauthorized access to the Service or their related systems or networks. You may not take any action that imposes an unreasonable or disproportionately large burden on the Service, as determined by Truepic in its sole discretion.

You understand that the Service is constantly evolving. As a result, Truepic may require you to accept updates to software that you have installed on your computer or mobile device.

You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You shall be responsible, at your own expense, for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including without limitation, hardware, software, networking, and the like.

5. Privacy

For information on how Truepic uses and protects your personal information you may provide on the Service (if any), please read the Truepic Privacy Policy, https://truepic.com/privacy-policy. The Privacy Policy is incorporated into these Terms of Use and explains Truepic’s privacy practices. By using the Service, you agree to the terms of the Privacy Policy.

6. User Code of Conduct

In using or accessing the Service, you agree, without limitation:

7. User Data

Certain portions of the Service permit or require you to submit, post, transmit or upload content that you wish to process or analyze using the Service (“User Data”), which may include, without limitation, photographs, information, text, images, graphics, video, comments, suggestions, and communications with other Service users. You accept all responsibility for any data, information or material that you and your Users process or submit to the Service in the course of using the Service.

In connection with User Data, you agree that you will not submit User Data that:

By submitting, transmitting, posting, uploading, modifying or otherwise providing any User Data to or through the Service, whether solicited or unsolicited, you agree that you are granting Truepic and its authorized any third-party service providers (collectively, the “Licensed Parties”) a royalty-free, fully paid, non-exclusive, unrestricted, worldwide, sub-licensable, transferable license to use, transmit, display (but not publicly display without your consent), create derivative works from, adapt, modify, make copies thereof and retain (collectively, “Use”) such User Data in order to provide and enhance the Service or to develop new service offerings. No attribution, approval or compensation is due to you for any such Use of User Data you may submit.

Except as otherwise described in the Service’s Privacy Policy, as between you and any other person or entity, any User Data will be non-confidential and non-proprietary and we will not be liable for our part in any use or disclosure of User Data you provide.

The Licensed Parties expressly disclaim any responsibility for User Data. You represent and warrant that neither the User Data, nor the Use of the User Data as permitted in these Terms of Use, will infringe upon, misappropriate or violate the intellectual property, privacy, publicity, statutory, contractual, personal or other rights of any person or entity or any Applicable Laws, and that you have obtained all necessary rights for the grants to the Licensed Parties, including without limitation, written releases of all rights of privacy and publicity from all individuals included in any way in the User Data. All User Data must comply with the User Code of Conduct set forth above.

Truepic will fully cooperate with any law enforcement authorities or court order requesting or directing Truepic to disclose the identity of anyone posting User Data that violate these Terms of Use or any law or regulation. Truepic may also disclose such information if it has a good faith belief that such disclosure is reasonably necessary to protect the rights, property, or personal safety of Truepic, its Users or the public.

Truepic may access, preserve and share your information in response to a legal request (like a search warrant, court order or subpoena) if Truepic has a good faith belief that the law requires us to do so. We may also access, preserve and share information when Truepic has a good faith belief it is necessary to: detect, prevent and address fraud and other illegal activity; to protect ourselves, you and others, including as part of investigations; and to prevent death or imminent bodily harm. Information we receive about you may be accessed, processed and retained for an extended period of time when it is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of our terms or policies, or otherwise to prevent harm.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Truepic through any suggestion, feedback, wiki, forum or similar pages or otherwise (“Feedback”) is at your own risk and that Truepic has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Truepic a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and 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, and to sublicense the foregoing rights, in connection with the operation and maintenance Service.

8. Disclaimers

TRUEPIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES TRUEPIC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND TRUEPIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE. TRUEPIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitation of Liability

TRUEPIC shall NOT be LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING PUNITIVE DAMAGES AND LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, (I) TRUEPIC’S LIABILITY WITH RESPECT TO ANY INCIDENT or series of related incidents IN CONNECTION WITH OR RELATING TO THESE TERMS OF USE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED $100.00, AND (II) TRUEPIC’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH OR RELATING TO THESE TERMS OF USE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL LIKEWISE IN NO EVENT EXCEED $100.00. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

FURTHER, NEITHER Truepic NOR ANY OF ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, LOSSES, COSTS OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SERVICE, (II) TRUEPIC’S DISCONTINUATION OF ANY OR ALL ACCESS TO THE SERVICE, OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU TO ANY THIRD PARTIES IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, DENIAL OF ACCESS, OR FAILURE TO MAINTAIN OR STORE ANY OF YOUR DATA.

YOU ACKNOWLEDGE THAT Truepic WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITH YOU OR OFFERED THE SERVICE TO YOU WITHOUT THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF BOTH LIABILITY AND DAMAGES SET FORTH IN THESE TERMS OF USE.

10. Indemnification

You agree to defend, indemnify and hold Truepic, and its affiliates, employees and third party contractors, harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, judgments, losses, liabilities, costs and expenses, including reasonable attorney’s fees and expenses (including any incurred in enforcement of this provision), relating to or arising out of your breach or alleged breach of these Terms of Use, your violation of Applicable Laws, or your violation of any rights of another person or entity, including any claim that your use of the Service has infringed or misappropriated any intellectual property or privacy rights of any third party.

11. Severability

If any provision of these Terms of Use shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

12. No Waiver

No failure on the part of Truepic to enforce any part of these Terms of Use shall constitute a waiver of any of Truepic’s rights under these Terms of Use whether for past or future actions by any person.

13. Governing Law and Jurisdiction

These Terms of Use, including, but not limited to, their validity, interpretation, construction, performance and enforcement, shall be construed in accordance with and governed by the laws of the State of California (without giving effect to its conflicts of law principles). Any party bringing a legal action or proceeding against the other arising out of or relating to these Terms of Use or the transactions it contemplates shall bring the legal action or proceeding in federal or state courts located in San Diego County, California. Each party consents to the exclusive jurisdiction of said courts for the purpose of all legal actions and proceedings arising out of or relating to these Terms of Use or the transactions they contemplate. Each party agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtain in that forum or any other appropriate forum. Each party waives, to the fullest extent permitted by law, any objection which it may now or later have to the venue agreed upon herein, and any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE.

14. General Provisions

Export. Each party agrees to comply all export laws, restrictions, national security controls and regulations of the United States or other applicable national or foreign agency or authority, and not to export or re-export, or allow the export or re-export of any software or other Confidential Information, or any copy or direct product thereof, in violation of any such restrictions, laws or regulations.

Export Compliance. The Service, other technology Truepic makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use the Service in a U.S.- embargoed country or in violation of any U.S. export law or regulation.

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

No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms of Use.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms of Use in their entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Entire Agreement. These Terms of Use, including all applicable Privacy Policies, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Amendment. We reserve the right to modify, amend or restate these Terms of Use at any time. In connection therewith, we may provide written notice to you of changes to these Terms of Use and we will make the updated Terms of Use available to you by posting them on one of the Sites or within the Service (for purposes of providing notice, email notices or “pop-up” or other notices within the Service may be used). Without regard to any notices that may be provided, it is your responsibility to review the most current version of these Terms of Use from time to time. Your continued use of the Service after the date these Terms of Use is posted or otherwise made available on our website or within the Service will represent and confirm your acceptance of such modified, amended or restated Terms of Use.