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Last Updated: April 9, 2026 VISUAL LAYER, INC. (“WE”, “OUR”, “US” OR THE “COMPANY”) WELCOMES YOU (“USER”, “YOU” OR “YOUR”) TO OUR WEBSITE AT https://docs.visual-layer.com (THE “WEBSITE”) AND THE SERVICES (AS DEFINED BELOW). THE FOLLOWING TERMS OF SERVICE (THE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE WEBSITE AND SERVICES. THE WEBSITE IS PROVIDED SOLELY FOR YOUR OWN USE. BY ACCESSING OR USING OUR WEBSITE, CREATING AN ACCOUNT AND/OR USING OUR SERVICES YOU AGREE TO THESE TERMS. YOUR USE OF THE WEBSITE AND/OR THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR COMPLIANCE AND CONSENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS OF THE TERMS YOU SHOULD IMMEDIATELY STOP USING THE WEBSITE AND/OR THE SERVICES. Certain features of the Website or Services may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features, including our Privacy Policy, available at https://docs.visual-layer.com/docs/privacy-policy (“Privacy Policy”). All such additional terms, guidelines, and rules are incorporated by reference into these Terms. Note that if you are a paying user or subscriber to the Services and your order form, purchase order or similar ordering document with the Company explicitly incorporates the terms of another agreement between you and the Company, such as a master services agreement, then the provisions of such agreement will govern your access and use of the Services instead of these Terms, which in such cases will apply, between you and the Company, solely to your use of the Website for informative purposes.

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1. Services; License

  1. The services hereunder refer to our proprietary AI-powered platform for visual data management, enabling organizations to analyze, organize, and improve large-scale image and video datasets used for training machine learning and generative AI models (the “Services” or “Service”), made available to you as software as a service through the Website. Subject to your compliance with these Terms, Company hereby grants you a limited, royalty-free, non-exclusive, non-transferable and non-sub-licensable, revocable right to use and access the Services and Website for your internal use. The Services are licensed, not sold.
  2. In order to access and use the Services, you must register and establish an account on the Website (the “Account”). By registering an Account, you represent that you are entitled to disclose the information provided in such registration, without breach by you of any obligations or violation of any rights of third parties.
  3. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) (each such account, a “Third-Party Account”) as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Service; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.

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2. Representations & Warranties

You hereby represent and warrant that: (i) you will access and use the Website and the Services in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Use; (ii) you have all consents, rights and authority to provide and submit any and all information and Company Content provided and submitted by you and all such information and Company Content (a) are true, accurate, current and complete and we may rely on such information and Company Content; (b) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (c) are not meant to harm Us or any third party; (d) do not constitute or include viruses or other harmful codes; (e) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of Us or any third party; and (f) do not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries); (iii) you are at least 18 years old or of the minimum age required in your jurisdiction to use or consent to use the Services and Website; and (iv) that if you are individual accepting these Terms on behalf of a legal entity, you are duly authorized to accept these Terms on such entity’s behalf.

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3. Use Restrictions

  1. You must not misuse the Services. Except as otherwise expressly permitted in these Terms, with respect to the Website, the Services or any content made available by us thereon (the “Company Content”), you may not (a) make available or use the information on the Website or the Services on any other platform or for the benefit of any third party; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Website, the Services or the Company Content for any commercial purposes; (c) use the Website, the Services or the Company Content, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or interfere with or violate users’ rights to privacy and other rights, or harvest or collect personally identifiable information about users without their express consent; (d) use the Website or the Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Website, the Services, or any part thereof, including any servers or networks provided by third party service providers; (f) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Website or the Services; (g) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble the Website, the Services or the Company Content, or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose, and shall not simulate or derive any source code or algorithms from the Website or the Services; and (h) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Website or the Services.
  2. Any use of the Services in breach of these Terms, that in our reasonable judgment threatens the security, integrity or availability of the Services or of its intellectual property rights associated with, arising out of or integral to the Services, may result in immediate suspension of your access to the Services. You agree to notify us immediately if you become aware of any unauthorized use of the Services. You are responsible for any and all actions taken through use of your accounts and passwords.

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4. Usage Data; Proprietary Rights

  1. The Company has the right to monitor your use of the Website and Services, collect and generate, Usage Data in connection thereof and use it for analytics, improvement, maintenance and development of its current and future products and services, and any other operational and commercial purposes. “Usage Data” means information about your use of the Website or Services which does not enable identification of you or any individual, such as aggregated data, metadata and analytic or statistical information. The Company shall own all right, title and interest in and to the Usage Data.
  2. The Company retains sole and exclusive ownership of all rights, title and interests in the Website, the Company Content, the Service and all intellectual property rights relating thereto, including, without limitation, issued patents and pending patent applications with respect to the Website, the Company Content, the Service and the technology related thereto. This provision shall survive termination and expiration of these Terms and shall remain in full force and effect thereafter.
  3. “Your Content” means any images, videos, datasets, or other data files uploaded by you to the Services. You retain ownership of the User Content; however, by uploading Your Content to the Services, you hereby grant the Company a worldwide, royalty-free, non-exclusive license to access, process, copy, and use Your Content to provide with you with the Services and Website.

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5. Third Party Websites

The Website may contain links to websites or pages that are not maintained by Company. Links to third party websites are provided for your convenience and information only. Third party web sites are not under the Company’s control and the Company is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or that the Company is affiliated with the third party website’s owners or sponsors. You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites, resources or advertisements, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. We recommend that you be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.

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6. Company Trademarks

Any and all trademarks, service marks, product names, and trade names of the Company appearing on or through the Website are exclusively owned by the Company or its affiliates. All other trademarks, service marks, product names, and logos appearing on or through the Website are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Website without the owner’s prior written consent.

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7. Privacy

Our use of personal data (as such term is defined under applicable data protection and privacy laws) that you and your users provide us with in connection with our Services and Website is governed by the Privacy Policy, as amended from time to time.

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8. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH UNDER THE TERMS, THE WEBSITE, THE COMPANY CONTENT AND THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUALITY OF SERVICE. THE COMPANY MAKES NO WARRANTY THAT THE WEBSITE, THE COMPANY CONTENT AND THE SERVICE WILL MEET YOUR EXPECTATIONS, WILL BE FREE FROM VIRUSES OR THAT DATA AND COMPANY CONTENT OBTAINED THROUGH THE WEBSITE OR THE SERVICE WILL BE ACCURATE, RELIABLE OR CURRENT, OR THAT THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE, THE COMPANY CONTENT AND THE SERVICE IS AT YOUR OWN DISCRETION AND SOLE RISK AND THAT THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR DATA STORED ON IT, IS SOLELY YOURS.

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9. Limitation of Liability

  1. IN NO EVENT WILL THE COMPANY (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE WEBSITE, THE COMPANY CONTENT OR THE SERVICES, OR IMPROPER USE OF THE WEBSITE, THE COMPANY CONTENT OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. COMPANY’S (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE) HEREUNDER, IS LIMITED TO THE GREATER OF (1) THE FEES ACTUALLY PAID TO COMPANY BY THE USER IN THE SIX (6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM, OR (2) $1,000. THE LIMITATIONS OF LIABILITY HEREUNDER ARE CUMULATIVE AND NOT PER INCIDENT.
  2. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY SHALL NOT BE RESPONSIBLE OR HELD LIABLE FOR ANY DISTURBANCES OR MALFUNCTIONS THAT THE WEBSITE MAY CAUSE TO ANY OTHER SOFTWARE OR APPLICATION, OR TO ANY COMPUTER HARDWARE SYSTEM OR ANY PART THEREOF, INCLUDING ANY INFORMATION OR DATA CONTAINED IN SUCH. WEBSITE MAY INCLUDE A PRE-RELEASE “BETA” VERSION OF THE WEBSITE WHICH MAY BE INCOMPLETE AND MAY CONTAIN INACCURACIES OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA.

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10. Indemnity

You agree to indemnify, defend, and hold harmless the Company and its affiliates and their respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Website or the Services; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Website, the Company Content or the Services shall be in compliance with all applicable laws, regulations and guidelines and shall not be intended to damage, disable, overload or impair the Website, the Company Content, the Services or the servers on which they are hosted.

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11. Term and Termination

These Terms will remain in full force and effect while you use the Website or Services. You may stop using the Services at any time and you may delete your Account. We may (a) suspend your rights to use the Website and/or Services (including your Account) or (b) terminate these Terms, your Account and your subscription to the Services, at any time for any reason at our sole discretion, including for any use of the Website or Services in violation of these Terms. Upon termination, your right to access and use the Website and Services will terminate immediately. Provisions that by their nature are meant to survive termination or expiration shall so survive.

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12. Changes to the Terms and Services

  1. These Terms may be subject to periodical revisions or amendments, from time to time with or without notice, at our sole discretion; we encourage you to review the Terms regularly. The last revision will be reflected in the “Last Updated” heading. Your continued use of our Website, the Company Content or the Services following any such amendments will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.
  2. The Company may change or discontinue the Website, the Company Content or the Services at any time in whole or in part in its sole discretion without notice to you and without any liability to you whatsoever in connection therewith.

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13. Miscellaneous

These Terms constitute the entire agreement between the parties concerning the subject matter hereof. You may not assign or otherwise transfer by operation of law or otherwise these Terms or any right or obligation herein without the express written consent of the Company. The Company expressly reserves its right to assign or transfer these Terms and to delegate any of its obligations hereunder at its sole discretion. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of the Terms, which shall remain valid and enforceable according to its terms. The failure of the Company to act with respect to a breach of these Terms by you or others shall not constitute a waiver and shall not limit the Company’s rights with respect to such breach or any subsequent breaches. If you are located outside North America, then these Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel Aviv, Israel, provided that if you are located in North America, then these Terms shall instead be governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be subject to the exclusive venue and personal jurisdiction of the courts located in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply.