Last updated: March 3, 2020
The VisionAppster Cloud is a proprietary product of VisionAppster and/or its licensors and suppliers and is protected by copyright laws and international treaties. The limited rights to use the VisionAppster Cloud defined in these Terms and particular service specific terms, as may be applicable, are granted by VisionAppster, subject to User strictly following these Terms and any other terms or instructions that VisionAppster may have or provide.
By using the VisionAppster Cloud the User indicates that the User accepts, understands and agrees to be bound by the terms and conditions of these Terms. If the User does not agree to all the terms and conditions contained herein, he/she must not use the VisionAppster Cloud.
In these Terms except as otherwise expressly provided herein or unless the context otherwise requires, the following terms shall have the following respective meanings:
"Additional Features" shall mean features which are subject to acceptance of separate terms and conditions and/or subject to separate fee.
"API Request" shall mean every call that the Component makes to VisionAppster's Cloud Engine server.
"Components" shall mean software, applications/components, algorithms, tools, projects and corresponding content developed by using VisionAppster Builder and may be made available at the Store for other Users.
"Cloud Balance" shall mean amount of balance that the User has purchased and that is remaining on its cloud account. The Cloud Balance is used to pay Usage based license fees and VisionAppster Cloud Service fees.
"Feature(s)" shall mean Standard Features and Additional Features that constitute VisionAppster Cloud.
"Seller(s)" shall mean independent merchants who develop, display and sell Components at the Store.
"Standard Features" shall mean features, which the User may utilize upon registering to and valid subscription in VisionAppster Cloud.
"Store" shall mean the VisionAppster webstore using VisionAppster Cloud as platform in which User may purchase different Components developed and made commercially available by Sellers.
"Tier" shall mean different User tiers, which are defined in User Manual and/or service specific site. The availability and use of different Features, as well as certain services available through VisionAppster Cloud, may be subject to User's tier.
"User" shall mean an individual or a representative of the company who has right to use VisionAppster Cloud and VisionAppster account.
"User Content" shall mean Components and corresponding content that User creates using the VisionAppster Builder as a part of the VisionAppster Cloud (if available to the User) and/or any content the User posts to the VisionAppster Cloud.
"User Manual" shall mean a documentation provided by VisionAppster including and specifying further details and requirements for the use of VisionAppster Cloud Features, services and restrictions for the use thereof.
"VisionAppster Builder" shall mean a software product licensed by VisionAppster subject to separate license agreement.
"VisionAppster Cloud" shall mean a cloud service provided by VisionAppster for the use of Users constituting of several Features and services, subject to acceptance of these Terms.
"VisionAppster Marks" shall mean VisionAppster logo and VisionAppster trademarks and service marks, and other VisionAppster logos and product and service names.
"VisionAppster Platform" shall mean a platform provided by VisionAppster for the use of Users constituting of any and all software products and services including but not limited to VisionAppster Cloud, VisionAppster Builder, VisionAppster Store and VisionAppster Engine.
"VisionAppster Store Seller Agreement" shall mean a separate document which sets forth the terms and conditions between applicable Seller and VisionAppster concerning use of the Store to license Components.
3 PURPOSE AND SCOPE
The User acquires a limited license and VisionAppster grants a limited right to use the VisionAppster Cloud Features included in the account of the User in accordance with the order form and terms and conditions set forth in these Terms. User may not sublicense or transfer any rights granted herein except as explicitly permitted under these Terms.
4 VISIONAPPSTER CLOUD FEATURES
VisionAppster Cloud consists of certain Features and Services available to various user categories.
Unless otherwise agreed with the User in the electronic order form or otherwise, VisionAppster Cloud includes following Features, being Standard Features of their nature, which the User may utilize upon registering to VisionAppster Cloud, creating VisionAppster account and by accepting these Terms and other service specific terms, as may be applicable. Availability of different Features and possible costs thereof shall be subject to User's subscription and Tier, as further described in User Manual.
Regarding certain features and services available in the VisionAppster Cloud, the Seller may upload its Components (software code including any associated documentation) which it has developed by using VisionAppster Builder into the VisionAppster Cloud. Subject to acceptance of separate agreement between VisionAppster and the Seller, the Seller may provide its application and make it publicly available to be licensed by other users in the Store by using the VisionAppster Cloud as a platform for transaction executed between the User and other users. Seller may also purchase other Sellers' Components available in the Store and integrate them part of its own Component and in that way make an Integrated Component as further described in the VisionAppster Store Seller Agreement. Further terms are set forth in separate agreement between VisionAppster and the Seller.
Subject to acceptance of applicable end user license agreement provided by Seller, the User may purchase different Components in Store. VisionAppster acts as Seller's agent and is the merchant of record meaning that VisionAppster acts on behalf of the Seller, but the Components are displayed and licensed at the Store by Sellers. Components may be integrated meaning that the Seller's Component may include also other User's Component(s) and made available as an Integrated Component to Users upon ordering process between Seller and User.
User understands and agrees that VisionAppster acts as Seller's agent and on behalf of the Seller, and thus VisionAppster is not a party to the sales agreement or end user license agreement between the User and the Seller. VisionAppster is neither a seller, developer, builder nor owner of Components available in the Store, unless VisionAppster decides to provide its own Components for licensing in the Store. The Sellers may provide their own license agreements or other purchase agreements or other guidance to the Users, subject to User's approval prior to purchase of particular Component.
As the merchant of record VisionAppster charges the User for any VisionAppster Purchase transaction, including any applicable value added, sales, goods and services or other taxes that VisionAppster is obliged to collect and will remit the applicable amount to the Seller(s) of the Component in question.
The Sellers are solely responsible for determining the license fees or any other prices for each Component, and VisionAppster has no power of decision regarding any Component license fees. Fees shall be charged in accordance with Clause 12. The Sellers have sole power of governance regarding any Components, their features, prices and terms of license.
VisionAppster Storage Service enables the User to store specific User Content in the VisionAppster Cloud, included but not limited to Components which the User has built by using VisionAppster Builder licensed from VisionAppster, AI models, pictures, logos, product pictures, icons, video links, product description and Seller's own EULA. This Service may be free-of-charge or subject to separate fee, as further described in User Manual and/or service-specific site.
VisionAppster Cloud Engine is a service that enables the User to run Components the User has developed by VisionAppster Builder and/or licensed from VisionAppster Store on VisionAppster Cloud. This Service may be free-of-charge or subject to separate fee depending on the User's Tier, as further described in User Manual and/or service-specific site. VisionAppster's role with respect to Cloud Engine is limited to provision of Cloud Engine infrastructure. The User is liable for any use and provision of Components and/or services using Cloud Engine for other Users in the Store.
5. Online Viewer
VisionAppster Online Viewer enables the User to preview the Components it has developed with VisionAppster Builder. This Service may be free-of-charge or subject to separate fee depending on the User's Tier, as further described in User Manual and/or service-specific site.
In addition to Standard Features, the VisionAppster Cloud may include certain Additional Features, which are subject to acceptance of separate terms and conditions and subject to separate fee. By subscribing Additional Features, the User understands and agrees that such subscription constitutes a liability to pay separate fee for Additional Features.
VisionAppster retains the right to modify, add to or delete the Features. In the event that any modifications, additions, or deletions require changes in the User's services VisionAppster shall notify the User as quickly as possible. User understands that VisionAppster performs application development on a large scale, and nothing in these Terms shall limit VisionAppster's right to perform such application development work.
5 USE OF THE FEATURES OF VISIONAPPSTER CLOUD AND LIMITATIONS THEREOF
The eligible User must register to have an account. User agrees to: (a) provide true, accurate, current and complete information about him/herself as prompted by the VisionAppster Cloud's registration form and (b) maintain and promptly update such information to keep it true, accurate and complete. User understands that use of any Features and services provided by VisionAppster is subject to User having registered as account holder in the VisionAppster Cloud. Unless otherwise agreed in service specific terms, same account shall govern User's use of any Features and services.
User is responsible for the information it provides to create the account, the security of the account and its passwords for the account, and for any use of its account. User shall not be allowed to disclose his/her password to any third party. User must notify VisionAppster immediately of any unauthorized use of its password or its account. User may cancel its account by using delete command. User understands that VisionAppster shall not be liable for any loss or damage arising from User's failure to comply with this Section.
VisionAppster Cloud contains different User Tiers, which are defined in User Manual and/or service specific site. The use of Standard Features and Additional Features, as well as certain services available through VisionAppster Cloud, may be subject to User's Tier, as further described in User Manual and service specific terms. Products and Services included in each Tier are also set forth in User Manual and/or service specific site. All other Products and Services are subject to a separate fee described in User Manual, service specific site and/or defined by VisionAppster.
5.4 User's Responsibilities
Upon terms and limitations hereof VisionAppster grants to the User for a limited, non-exclusive, non-transferable right to access, use and view the Features of VisionAppster Cloud ordered by the User.
User acknowledges that he/she shall be solely responsible for its applications, any submission of competition and/or any other material complying with these Terms and any VisionAppster service specific terms, if applicable. VisionAppster reserves the right to review User Content from time to time for compliance with these Terms, including right to correct any errors, require the User to correct any errors, or take any other actions VisionAppster deems necessary.
User acknowledges that VisionAppster has no obligation to monitor any Components. VisionAppster shall have the right (but not the obligation) in its sole discretion to refuse, move or remove any Component that is available via the Store that may violate these Terms or is otherwise objectionable. User agrees that he/she must evaluate and bear all risks associated with the use of any Component, including any reliance on the accuracy, completeness, or usefulness of any Component.
VisionAppster may provide documentation such as User Manual for the use of VisionAppster Cloud. User Manual may include and specify requirements for the use of VisionAppster Cloud, Features and services and particular restrictions, such as how the VisionAppster Cloud, Features or certain service may be used. The User shall comply with any such restrictions. The User is responsible for provision of any technical support to its personnel or other stakeholders.
The User agrees that VisionAppster may suspend the User's services, if VisionAppster detects that the User puts unusual stress to the VisionAppster Services.
The User shall not, and will not allow third parties under its control to:
(i) use the VisionAppster Cloud otherwise or for other purposes than expressly granted in these Terms or transfer any information in the VisionAppster Cloud to any other computer or platform without VisionAppster's consent, nor assign or transfer any of its rights and obligations arising from these Terms to any third party without the prior written consent of VisionAppster;
(ii) distribute, rent, lease, loan, sublicense or resell the VisionAppster Cloud or VisionAppster Cloud content or accompanying documentation or any part thereof nor the license or any copy of it, unless expressly permitted by VisionAppster for service provisioning purposes in the User Manual;
(iii) reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create or permit, allow, or assist others to create the source code of any software contained in the VisionAppster Cloud;
(iv) attempt to scan, or test the vulnerability of any VisionAppster system or network or breach any security or authentication measures;
(v) remove, obliterate or otherwise alter VisionAppster's or third parties' proprietary rights notices;
(vi) encourage or enable any other individual to do any of the foregoing;
(vii) use the VisionAppster Cloud for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) without VisionAppster's prior written consent. The VisionAppster Cloud shall not be used to create obligations under HIPAA and VisionAppster makes no representations that the VisionAppster Cloud complies with HIPAA requirements;
(viii) use, export or re-export any content of VisionAppster Cloud or any copy or adaptation of such content, or any product or service available in the VisionAppster Cloud, in violation of any applicable laws or regulations, including without limitation export laws and regulations and in any event User shall procure export license or other government approval at its own expense and cost;
(ix) in the event that Component is considered as "medical device" or any other regulated product in accordance with the applicable legislation, it is solely upon the User's discretion and liability to take any needed actions with respect to its product classification. User undertakes to hold VisionAppster and/or any of its affiliates or directors harmless of any claims related to aforesaid.
The User agrees, represents and warrants that User Content, Components uploaded to the VisionAppster Cloud or Store do not include any viruses, Trojan horses, spyware or other malicious code of any kind.
The User agrees to comply with all applicable legislation, regulations and executive orders, including export laws and regulations, as may be applicable. VisionAppster shall have the right to deny the access to the VisionAppster Cloud if the VisionAppster Cloud is used against the law, orders of the authorities, good customs, these Terms, User Manual, or other documentation or any written instructions given by VisionAppster, or in case the User defaults payments or any other fees due and payable to VisionAppster and which remains unpaid for fourteen (14) days' notice of such breach. VisionAppster is obligated to notice the User in case of access is denied.
6 INTELLECTUAL PROPERTY RIGHTS
VisionAppster or its suppliers retain all rights not expressly granted in these Terms, including without limitation the title and interest to and in the VisionAppster Cloud and modifications, amendments, enhancements or upgrades thereof and the accompanied documentation and all intellectual and industrial property rights and other proprietary rights.
The User acknowledges and agrees that the VisionAppster Cloud contains proprietary information that is protected by applicable intellectual property and other laws. The User further acknowledges and agrees that any content presented through the VisionAppster Cloud is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Except as expressly authorized by VisionAppster or other third parties or except as expressly authorized in service specific terms, the User agrees not to modify, rent, lease, loan, sell, grant access, distribute or create derivative works based on the VisionAppster Cloud or VisionAppster's content, in whole or in part.
6.2 Brand Features, Right to Use as a Reference
VisionAppster Marks are trademarks of VisionAppster. Without a specific prior permission, the User agrees not to display or use in any manner, the VisionAppster Marks. In the event the right to use VisionAppster Marks is granted, the User undertakes to strictly comply with brand guidelines provided by VisionAppster. In no event is the User entitled to remove any VisionAppster Marks.
VisionAppster is entitled to use the User as a reference upon its sole discretion.
6.3 Third Party Rights
VisionAppster respects the intellectual property of others and expects the Users to do the same. If the User believes that any of his/her intellectual property rights have been infringed in the VisionAppster Cloud, the User shall report the problem to VisionAppster. VisionAppster shall not have any liability for any other responsibility related to intellectual property rights of Sellers or other third parties.
If VisionAppster reasonably believes the VisionAppster Cloud may infringe third party's intellectual property rights, VisionAppster may, upon its sole discretion and own cost: (i) procure the right for the User to continue using the VisionAppster Cloud; (ii) modify the VisionAppster Cloud to make it non-infringing; or (iii) replace the VisionAppster Cloud with a non-infringing alternative. VisionAppster may also, upon its sole discretion, suspend or terminate User's right to use the VisionAppster Cloud or a part thereof, in which event VisionAppster as a sole remedy to the User partially refunds the payments paid by the User for use of the VisionAppster Cloud corresponding the subscription period when as a consequence of termination by VisionAppster the VisionAppster Cloud has not been available to the User.
7 USER CONTENT
As between the User and VisionAppster, the User owns all right, title and interest (including, all intellectual property rights) to User Content (other than any components of the software contained therein or used in connection therewith). Any exploitation, combination with third party technologies, other use or transfer of the User Content is at the sole risk and cost of the User, and VisionAppster assumes no liability of use of the User Content, except as expressly agreed in these Terms. The User warrants that any User Content is his/her own original work and, as such, the User is the sole and exclusive owner and rights holder of the User Content. User grants to VisionAppster a non-limited right to use any User Content without separate charge for purposes of marketing and promotion of VisionAppster, VisionAppster Cloud and the Seller and the Seller's Component(s).
VisionAppster shall be entitled to review any User Content and to correct any errors or take any other needed actions, including without limitation to deleting a Component if it is not in compliance with these Terms.
The User assigns and transfers to VisionAppster all rights to any technical feedback, comments and any corresponding information collected by VisionAppster or provided by the User in connection with the use of VisionAppster Cloud.
9 LIMITED WARRANTY
VisionAppster shall test the VisionAppster Cloud and use its commercially reasonable efforts, reasonable skills and due care to keep the VisionAppster Cloud available to Users in providing the service. Except express warranties granted by VisionAppster above, the VisionAppster Cloud is provided "as is" without warranty of any kind, either express or implied, including without limitation, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement of third party rights, or any accuracy of the content appearing in this website or any hyperlinked website.
The User uses the VisionAppster Cloud on its own risk and cost. The VisionAppster Cloud may contain links to third-party websites or resources. The User acknowledges and agrees that VisionAppster is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by VisionAppster of such websites or resources or the content, products or services available from such websites or resources. The User acknowledges sole responsibility for and assumes all risk arising from any use of such websites or resources. VisionAppster makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any website content obtained through the VisionAppster Cloud. THE USER SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF THE USER CONTENT, AND THE USER UNDERSTANDS THAT HE/SHE MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH USER'S USE OF THE VISIONAPPSTER CLOUD, FEATURES AND THE SERVICES.
The User agrees to defend, indemnify, and hold VisionAppster and/or any of its affiliates or directors harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) User's access to or use of any Features of the VisionAppster Cloud; (ii) User's violation of these Terms or any other agreement/license with VisionAppster; or (iii) User's failure to comply with any applicable laws, regulations and executive orders (including but not limited to export legislation).
11 LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall VisionAppster be liable for any special, direct, indirect or consequential damages whatsoever (including but not limited to, damages for loss of profits, revenues or data), arising out of or in any way related to the use of the VisionAppster Cloud. VisionAppster's maximum aggregate liability will be fifteen (15) % of the total amount of payments, if any, User has paid to VisionAppster or fifty (50) Euros, whichever is higher.
Regardless of any statute or law to the contrary, to be valid any claim or cause of action arising out of or related to use of the VisionAppster Cloud, any products displayed in or sold through the service or these Terms must be filed within one (1) year after such claim or cause of action arose.
Services and Features available in VisionAppster Cloud may be free of charge or subject to separate fee. Possible fees are set forth on the service specific site and in User Manual. VisionAppster may increase, modify or add new fees and charges for any of the services and/or features from time to time by informing of such changes in the VisionAppster Cloud with a period of notice of at least thirty (30) days. The User shall be informed about the pricing change on its Cloud account. User's use of the VisionAppster Cloud after the effective date of such change shall automatically mean that User has accepted the change.
User shall be liable to pay any purchase which it has performed in the VisionAppster Cloud and commits to comply with any terms of payment provided by VisionAppster and/or third-party payment processor. User understand and agrees that any non-compliance with this obligation may lead to deactivating of User's access to his/her account and for the use of VisionAppster Cloud.
Any and all purchases made in different VisionAppster Services such as VisionAppster Store are non-refundable and final, unless otherwise required by applicable law. In the event that a Licensee returns a Component and/or receives a refund, all rights granted herein and under the applicable EULA terminate and the Licensee is obliged to destroy any and all copies of the Component or accessory material under the control or possession of the Licensee.
As regards certain services or features, the fees and charges are only estimates based on assumptions. As regards such estimates, User shall be fully responsible for the accruing actual fees and charges. All technical advice, consultation or other product or service not specifically included in the prices is deemed to be an additional feature and/or service and subject to separate fees charged by VisionAppster.
Prices set forth on VisionAppster service sites are exclusive of any applicable value added or other corresponding indirect taxes and payment processing fee. If VisionAppster is obliged to collect applicable taxes such as VAT or other equivalent, VisionAppster shall add the applicable tax to the service fee or other price. The payment processing fee that VisionAppster shall add to the price, will be calculcated based on the transaction price (including taxes, if applicable). At payment moment, the payable sum that will be shown to the User is inclusive of payment processing fee and all applicable taxes that VisionAppster is obliged to collect. Hence, at the payment moment the User sees the total price.
User will be asked to provide customary billing information such as name, contact information, credit card information, VAT or other corresponding indirect tax number and other relevant information as required by VisionAppster or third-party payment processor, which may process the payments via VisionAppster Cloud. User understand and agrees that he/she may be subject to additional terms and conditions provided by such third-party payment processor.
User represents and warrants that it is authorized user of the card associated with billing information provided by him/her. User authorizes VisionAppster or third-party payment processor to charge its credit card or otherwise process the payment. User shall be liable to pay any purchases it has made in the Store with given instructions.
User shall be liable and agrees to pay any and all applicable taxes and duties. Any payments made via VisionAppster Cloud shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges and/or fees imposed by any governmental tax authority, unless otherwise required by applicable law. Should the User be liable to make any such deduction, User undertakes to pay VisionAppster and VisionAppster is entitled to charge such additional amounts as are necessary to ensure VisionAppster's receipt of the full amount that VisionAppster would have received without the deduction. VisionAppster shall be entitled to receive full information, including but not limited to any needed certification or documentation needed for the tax authorities. User shall be liable to refund VisionAppster for any damage or loss accrued due to User's failure to comply with any of its obligations related to payment of taxes.
12.4 Subscription Terms
Any purchased subscription remains in force for the duration of initial subscription period, and thereafter renews automatically, unless terminated by User on the User's VisionAppster Cloud account forty-eight (48) hours before the before expiration of the subscription period.
13 TERM AND TERMINATION
The User agrees that VisionAppster may terminate, in its sole discretion, User's password, account (or any part thereof) or use of the VisionAppster Cloud, and remove and discard any content within the VisionAppster Cloud, for any reason, including, without limitation, for lack of use or if VisionAppster believes that the User has violated or acted inconsistently with the letter or spirit of these Terms. The User agrees that any termination of his/her access to the VisionAppster Cloud under any provision of these Terms may be effected without prior notice, and acknowledges and agrees that VisionAppster may immediately deactivate or delete User's account.
Any account that has not been used for 12 months may be terminated at VisionAppster's discretion and in such event all contents therein permanently deleted. The User agrees that VisionAppster has no responsibility or liability for the deletion or failure to store any User Content maintained or transmitted by the VisionAppster Cloud. Further, the User agrees that VisionAppster shall not be liable to the User or any third-party for any termination of his/her access to the VisionAppster Cloud.
The User may terminate its account via Cloud user account following the instructions given therein.
Both parties are entitled to terminate the account and this agreement for convenience by giving electronic or written notice to the other party 90 days in advance. In the event of User's breach of these Terms, VisionAppster may terminate User's account with immediate effect. In such event VisionAppster shall be entitled to retain the User Content for the period of 90 days, unless longer period is required by applicable law.
If the account is terminated, the rights granted to the User will immediately cease. All fees owed by the User to VisionAppster shall become immediately due. Due to termination, the User is not entitled to any refund of payments or compensation of any kind.
14 APPLICABLE LAW
All claims arising out of or relating to these Terms will be governed by the laws of Finland, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of Finland Chamber of Commerce. A dispute shall be resolved by three arbitrators. Notwithstanding the preceding sentences, claims for non-payment of monetary charges may be resolved in the district court of the respondent's place of domicile if the respondent does not contest its payment obligation.
15.1 Entire Agreement
These Terms express the complete and exclusive understanding between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless the User and VisionAppster have executed a separate agreement governing the use of the VisionAppster Cloud or specific services, in which case such separate agreement(s) will control in relation to the relevant services.
VisionAppster may update or alter Terms, applicable manuals, guidelines and/or policies subject to its sole discretion. New version of the Terms or manuals, guidelines and/or policies shall be available in the website and applicable service sites, which VisionAppster shall make available for the Users in minimum 30 days prior to the effective date of such change. Thereafter, the change shall automatically be effective.
Terms may exceptionally be changed with an immediate effect upon posting of the modified version on the Cloud and website due to changes in tax laws, a decision or ruling made by a governmental authority or other issues that have no essential effect on the User. After the change of the Terms, the User must agree to the new Terms to be able to use different features of the VisionAppster Cloud. If the User does not agree to the new Terms, the User is not allowed to use the Services.
15.3 No waiver
A failure to exercise, or any delay in exercising, on the part of either party, any right or remedy hereunder shall neither operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
15.4 Third party beneficiary
No rights are granted to any third party unless otherwise expressly stated.
User may not assign any of its rights under these Terms without a written consent of VisionAppster. VisionAppster shall be entitled to transfer its rights arising under these Terms in case of business transfer.
Such terms which by their nature are intended to survive the termination of these Terms, shall prevail.
If, at any time, any provision of these Terms is deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one which achieves to the extent possible the original purpose and commercial goal of the invalid provision.
15.8 Force Majeure
VisionAppster shall not be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of Force Majeure. For purposes hereof, events of Force Majeure are events beyond the control of VisionAppster whose effects are not capable of being overcome without unreasonable expense and/or loss of time to VisionAppster. Events of Force Majeure shall include (without being limited to) war, acts of government, export regulations, acts of terrorism, natural disasters, loss or malfunctions of utilities, network, communications or computer (software and hardware) services, fire and explosions.
The User agrees not to disclose any confidential information of VisionAppster to any third parties and undertakes to keep any such material confidential. The User is not entitled to grant any access to VisionAppster Cloud by any third parties or persons not employed by the User without prior consent of VisionAppster. In the event that VisionAppster provides User with any pre-release versions of certain features or services of the VisionAppster Cloud that constitute VisionAppster's confidential information, in which event VisionAppster may request specific confidentiality undertaking. User acknowledges that VisionAppster may not have announced in public the availability of such pre-release of certain features or services, and therefore User expressly acknowledges and agrees that any research or development that User performs with respect to pre-release versions is done entirely at User's own risk.
July 16, 2019