Terms of Service

Visual Layer Inc. (“WE”, “OUR”, “US” OR THE “COMPANY”) WELCOMES YOU
(“USER”, “YOU” OR “YOUR”) TO OUR WEBSITE AT https://www.app.visual-layer.com
(THE “WEBSITE”). THE FOLLOWING TERMS (THE “TERMS”) STIPULATE THE TERMS
AND CONDITIONS OF YOUR USE OF THE WEBSITE. 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 below. All such
additional terms, guidelines, and rules are incorporated by reference into these Terms..

Services; License
1.1. The Services refer to our proprietary web-based tool for managing visual datasets,
made available to you, royalty-free, on a software-as-a-service basis, through the
Website (the "Services").
1.2. In order to access and use the Service, 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.
1.3. 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.
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
content provided and submitted by you and all such information and content (a)
are true, accurate, current and complete and we may rely on such information
and 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).
Use Restrictions:
3.1. You must not misuse the Services. Except as otherwise expressly permitted in
these Terms, with respect to the Website, the Services or any content available
thereon (the "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 Content for any commercial purposes; (c)
use the Website, the Services or the 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 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.
3.2. 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.
Proprietary Rights: The Company retains sole and exclusive ownership of all
rights, title and interests in the Website, the 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 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.
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.
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.
Disclaimer: EXCEPT AS EXPRESSLY SET FORTH UNDER THE TERMS, THE
WEBSITE, THE 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 CONTENT AND THE SERVICE WILL MEET YOUR
EXPECTATIONS, WILL BE FREE FROM VIRUSES OR THAT DATA AND 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 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.
Limitation Of Liability:
8.1 YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY
(INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE FOR ANY DIRECT,
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 CONTENT OR THE SERVICES, OR IMPROPER USE OF THE
WEBSITE, THE 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. YOU FURTHER
ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY CHANGE THE WEBSITE,
THE CONTENT OR THE SERVICES IN WHOLE OR IN PART IN ITS SOLE
DISCRETION WITHOUT NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU
WHATSOEVER IN CONNECTION THEREWITH.
8.2 TO THE 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.
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
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 Content, the Services or the servers on which they are hosted.
Changes to the Terms: 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 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.
Miscellaneous: These Terms constitute the entire agreement between the
parties concerning the subject matter hereof. These Terms shall be governed by
the laws of the State of Israel, without giving effect to any principles of conflicts of
laws thereof, and the eligible courts in Tel Aviv, Israel, shall have exclusive
jurisdiction over all disputes between the parties related to these Terms. 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.