Terms of Service

TR4CE Inc. and its affiliates (“VisionHeight”, “our”, “we”, or “us”) offer an AI-powered security solutions designed to identify, analyze, and neutralize organizations’ ongoing cyber threats and vulnerabilities to critical security infrastructure (“Services”). The Platform (as defined below) and our website available at https://www.visionheight.com (“Website”), except if specifically otherwise designated, shall be referred to collectively herein as the “Services.”

These Terms of Service (“Terms”) together with the Order Form (as defined below) form a legal agreement (“Agreement”) between VisionHeight and the entity listed on the Order Form signed by the parties (“Customer”, “you”, or “your”). By signing the Order Form, connecting to, accessing, or using the Services, you acknowledge that you have read and understood these Terms, along with any other terms and policies referenced herein. Customer agrees to be bound by the Agreement and to comply with all laws and regulations that apply to Customer’s use of the Services and agrees that this Agreement constitutes a binding and enforceable legal contract between VisionHeight and Customer. In the event that there is any conflict between the provisions of the Order Form and these Terms, the provisions of the Order Form shall take precedence.

ATTENTION - PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICES IN ANY MANNER.

CUSTOMER (AND ANY AUTHORIZED USER ON ITS BEHALF) HEREBY REPRESENTS, AGREES AND ACKNOWLEDGES THAT (I) THE AUTHORIZED USER HAS BEEN DESIGNATED BY THE CUSTOMER AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND THE CUSTOMER TO THIS AGREEMENT; AND (II) THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN CUSTOMER AND VISIONHEIGHT.

CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT THE AUTHORIZED USER’S ACCESS AND USE OF THE SERVICES ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.

The Services

1. VisionHeight offers Customers an AI-powered cloud-based Adversary Intelligence & Risk Engine (AIR) security platform generally comprised of:
   1. Pulse Sensors. VisionHeight offers passive telemetry collection through a global network of sensors enabling continuous proactive analysis of threats and vulnerabilities (“Pulse”); and
   2. Explainable Risk Engine. VisionHeight’s Explainable Risk Engine used advanced machine learning algorithms to analyze patterns and correlations, delivering risk scores with complete evidence trails and reason codes (“Risk Engine”).
   3. Decision Sync. VisionHeight offers Customer the ability to instantly push block/allow decisions across the organization’s entire security stack - from SIEM to EDR - ensuring unified protection (“Decision Sync")The Pulse Sensors, Explainable Risk Engine, and Decision Sync functionalities shall be each be referred herein collectively as the “Platform.”
2. Right to use the Services. Subject to Customer’s compliance with the Agreement, VisionHeight grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term (as defined below) to access and use the Platform for Customer’s internal infrastructure security operations. It is hereby clarified that: (i) the foregoing right to use is subject to the specific product offering, usage limits and volumes detailed in the Order Form, and Customer shall not use any means intended to exceed or circumvent such limits; (ii) the right to use granted herein does not grant Customer with any direct access to, or use permissions of, VisionHeight’s software code, configuration, algorithms, or other underlying technology and Customer shall not access and/or use them nor attempt to do so; and (iii) Customer’s use of the Services must comply with applicable laws and technical documentation generally made available by VisionHeight to its customers, as may be modified by us from time to time ("Documentation"). Except as stated above, no other rights in the Services are granted.
3. Access to Customer’s system. In order to provide Customer with the Services, Customer hereby grants VisionHeight or any third party consultant acting on its behalf access to its internal systems that are required to be scanned as per the Order Form, including but not limited to networks, software, applications, products, solutions, software code, and any other resources necessary for the performance of the Services under this Agreement and the applicable Order Form (“Customer’s Systems”). VisionHeight shall be liable for any act or omission of any third party acting on its behalf. Customer agrees to provide VisionHeight with all required credentials, permissions, and access rights needed to perform the Services. Customer shall be responsible for obtaining any necessary third-party approvals required to grant VisionHeight access to Customer’s Systems. The Customer acknowledges and confirms that the Pen Test includes penetration attempts into its systems, all as necessary strictly to provide the Services.
4. On-Premises Deployment. Subject to agreement in the Order Form, Customer may elect to deploy the Platform on its own on-premises infrastructure, in which case Customer shall retain full control over such infrastructure and the Customer’s Systems, including the responsibility for its maintenance, security, scalability, and compliance with applicable laws; provided that such deployment shall support air-gapped environments with compatible custom hardware specified by VisionHeight, and all data processed or stored locally shall remain resident within Customer's designated jurisdiction to meet local data residency requirements. Customer assumes all risks and liabilities associated with on-premises deployment, including but not limited to data loss, downtime, performance degradation, and integration issues. VisionHeight shall provide standard on-premises installation support, Documentation, and updates solely at its discretion and subject to additional fees, but disclaims any warranties for Customer’s Systems and Customer-managed environments beyond initial deployment verification, with no obligation for ongoing monitoring, backups, or customization unless separately agreed by the parties in an Order Form.
5. Hybrid Deployment. Subject to agreement in the Order Form, Customer may elect a hybrid deployment for complex environments combining a flexible deployment of cloud-hosted and on-premises Platform components with seamless sync, with Customer retaining control over on-premises infrastructure (including maintenance, security, and air-gapped support with custom hardware) while VisionHeight manages cloud elements; local data shall reside within Customer's jurisdiction as specified. Customer assumes all risks for on-premises portions, including data loss or downtime, with VisionHeight providing limited installation support and updates subject to fees but disclaiming warranties beyond initial verification.

VisionHeight Account

1. Account Registration. In order to use the Services, VisionHeight will set up a designated account for Customer. The Customer’s authorized users of the Services (“Authorized Users”) must register through the Services on Customer’s behalf (the “VisionHeight Account”). To finalize your VisionHeight Account registration, we may require certain information which will include your name, e-mail, organization, and password. We may allow Authorized Users to invite other individuals from your organization to use the Services as Authorized Users under Customer’s VisionHeight Account.
2. Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by VisionHeight) of your VisionHeight Account and for all activities that occur under your VisionHeight Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your VisionHeight Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your VisionHeight Account if we determine that you or anyone on your behalf is using your VisionHeight Account in a manner that violates the Agreement.
3. Responsibility for Authorized Users. Customer is solely liable and responsible for reviewing and understanding the settings and controls available through the Service and for controlling whom Customer permits to become an Authorized User and what permissions are granted to such User. Customer is responsible for the activities of all of its Authorized Users, including any decisions they may make through the Services. Further, Customer acknowledges that any action taken by its Authorized User is deemed by VisionHeight as an authorized action by Customer, and accordingly Customer shall have no claim in this regard.
4. User Updates & Account Termination. If you wish to modify your VisionHeight Account information, your Authorized Users, or if you wish to terminate your VisionHeight Account, you may do so by contacting VisionHeight support available at support@visionheight.com. Your VisionHeight Account will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date, you will no longer be able to access your VisionHeight Account, and the permissions, rights, and licenses granted to you under this Agreement shall terminate. Please note that terminating your VisionHeight Account may cause the loss and/or unavailability of content, features, or capacity with regard to your VisionHeight Account. VisionHeight shall not be liable in any way for such unavailability and/or loss.

Customet Data & 3rd Party Technologies

1. Customer Data. As part of the Services, Customer may provide certain data through its use of the Services or make available certain data through the access permissions to Customer’s Systems (collectively the “Customer Data”). As between VisionHeight and Customer, Customer owns all Customer Data, including any findings reports derived from the use of the Services. Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available to VisionHeight through the Services.
2. License to Customer Data. Customer hereby grants VisionHeight a non-exclusive, non-assignable, non-transferable, worldwide license to use Customer Data made available to VisionHeight in the scope of Customer’s use or access to the Services, solely for the purpose of providing the Services during the Term, as contemplated hereunder.
3. Anonymous Cumulative Information. Without derogating from the foregoing, Customer hereby grants VisionHeight a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use usage data that has been deidentified and anonymized (i.e. data that cannot be used to identify or otherwise understood to be related to any specific individual or to Customer) for the purpose of VisionHeight’s internal research or otherwise for improving or enhancing the VisionHeight products and services.
4. Use of AI Technology. To provide the Services, VisionHeight may utilize certain third-party artificial intelligence models and technologies (“AI Technology”). In connection with any such AI Technology integrated into the Services, VisionHeight shall ensure that Customer Data will not be used for the training of VisionHeight’s or any third party’s artificial intelligence models. VisionHeight shall maintain reasonable, industry-standard security safeguards and access controls with respect to its use of AI Technology, including measures designed to: (i) prevent unauthorized access, misuse, or disclosure of Customer Data; and (ii) support reliability and risk mitigation through ongoing testing, monitoring, and the implementation of guardrails.
5. Third-Party Services and Components. The Services may utilize, integrate with, or depend on third-party technologies. services, APIs, software components, or open-source materials (collectively, “Third-Party Components”), which are provided pursuant to their own separate terms and licenses and not warranted or supported by VisionHeight. VisionHeight makes no warranties and disclaims all liability for such Third-Party Components’ availability, performance, security, data protection, or compliance with laws.

VisionHeight’s Intellectual Property Rights

1. VisionHeight Intellectual Property. Any proprietary and intellectual property rights in and to the Services, including any content thereof, such as logos, graphics, images, as well as the selection, assembly, and arrangement thereof and related materials, VisionHeight’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback (as defined below) (collectively, “VisionHeight IP”) are owned and/or licensed to VisionHeight or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under federal and state United States law, foreign laws, and international conventions.
2. Feedback. In the event that Customer or its Authorized Users provide VisionHeight with any suggestions, comments, or other feedback relating to the Services, such feedback is provided on an “As Is” basis, is deemed the sole and exclusive property of VisionHeight, and Customer hereby irrevocably assigns to VisionHeight all of Customer’s interest in such Feedback.
3. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of VisionHeight and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the VisionHeight IP in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of these Terms. You hereby agree that upon VisionHeight’s request, you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of this Agreement.

Pilot Subscription

1. Trial / Pilot Subscription. VisionHeight may make the Services (or any part of it) available to Customers for the purpose of evaluating the VisionHeight solution for reduced fees or free of charge (“Pilot Subscription”). The term of the Pilot Subscription shall commence upon your first access to the Services and continue until the earlier of (i) the end of the applicable Trial Subscription period agreed by the parties, (ii) the start date of any subscription to the Services that you purchase pursuant to an Order Form, or (iii) termination of the Trial Subscription by VisionHeight for any reason, or for no reason at all, by sending you a termination notice with immediate effect.
2. No warranties. The Pilot Subscription is provided by VisionHeight “AS IS” and “AS AVAILABLE” for limited evaluation and testing purposes only, and VisionHeight does not warrant that the Pilot Subscription will operate without error or interruption. VisionHeight expressly disclaims all warranties of any kind, express or implied, with respect to the use of the Services under a Pilot Subscription, including the implied warranties of merchantability, noninfringement, title, quality, accuracy, and fitness for a particular purpose.

Order Form; Fees

1. Order Form. We may require you to execute an order form to allow you access or to subscribe to the Services, whether by signing a written form or providing a click-through digital consent (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (“Fees”), the scope of the Services, subscription plan and term, any implementation or professional services, additional payments, and billing terms. The Fees are exclusive of any tariffs, duties or taxes (however designated, levied or based and whether foreign or domestic), including (without limitation) VAT and/or sales tax. Customer will pay or reimburse VisionHeight as the case may be for all such tariffs, duties or taxes, except for those taxes based on VisionHeight’s income.
2. Payments of Fees. In consideration of the rights and licenses granted to Customer to access and use the Services, Customer shall pay to VisionHeight the Fees designated on the applicable Order Form. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, VisionHeight may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). Any payment or part of a payment that is not paid by Customer to VisionHeight when due shall constitute sufficient cause for VisionHeight to suspend its performance hereunder and terminate this Agreement, provided that a seven (7) business days prior notice was provided. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, all obligations to pay Fees are non-cancelable, without setoff, and all payments are non-refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by VisionHeight regarding future functionality or features.
3. Pricing Updates. VisionHeight may modify the Fees or applicable pricing for the Services at its sole discretion, entering into effect upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing before the end of the then-current subscription term.

Confidentiality

1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations, and business (“Confidential Information”). Receiving Party agrees to protect the confidentiality of and not disclose the Confidential Information to any third party or use any Confidential Information except as required in the scope of this Agreement. Confidential Information shall not include information that Receiving Party can show by written evidence (i) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (ii) was received by Receiving Party from any third party without restrictions, (iii) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon Customer’s written request, VisionHeight shall return or permanently destroy all Customer Data in its possession.

Privacy and Data Security

1. Collection and Processing of Personal Data. To the extent VisionHeight processes any personal data on Customer’s behalf under this Agreement, the provisions of the VisionHeight Data Processing Addendum (available online at https://www.visionheight.com/dpa) will apply and are hereby incorporated by reference. Customer is responsible for providing disclosures and obtaining all rights and consents necessary to enable VisionHeight’s performance under this Agreement.
2. Data Security. VisionHeight shall maintain and enforce an information security program including administrative, physical, and technical security policies and procedures with respect to its processing of Customer Data, including, by conducting an annual SOC 2 Type II (or successor) audit and attestation. VisionHeight shall maintain its SOC 2 Type II audit for the duration of the Term.
3. Privacy Policy. Use of the VisionHeight Services, including the Website or the Platform, is subject to the Privacy Policy located at https://visionheight.com/privacy which is incorporated herein by reference and governs the collection, use, and protection of your personal data.

Support and Availability of the Services

1. The Services are provided on a commercially reasonable efforts basis and VisionHeight does not guarantee that the Services will be uninterrupted, error-free, or available at all times. VisionHeight will use commercially reasonable efforts to keep the Services operational and to respond to support requests within a reasonable time, taking into account the nature and severity of the issue, but makes no commitments regarding any particular response or resolution times, uptime levels, or remedies. Scheduled maintenance, emergency maintenance, and unavailability caused by factors outside VisionHeight’s reasonable control (including failures of third-party services, networks, or infrastructure) will not be deemed a breach of this Agreement. Customer’s sole and exclusive remedy for any unavailability or defects in the Services is for VisionHeight to use commercially reasonable efforts to correct or mitigate the issue.
2. The Website’s availability and functionality depend on various factors, such as communication networks, software, hardware, and VisionHeight’s Website providers and contractors. VisionHeight does not warrant or guarantee that the Website will operate and/or be available at all times without disruption or interruption, or that it will be error-free or immune from unauthorized access.

Disclaimer of Warranties

1. VisionHeight warrants that the Platform, when operated and used in accordance with the Documentation, the Order Form, and the terms and conditions of this Agreement, will materially conform to the Documentation.
2. YOU ACKNOWLEDGE AND AGREE THAT, IN PROVIDING THE SERVICES, VISIONHEIGHT MAY UTILIZE AI TECHNOLOGY, INCLUDING THOSE DEVELOPED AND MAINTAINED BY THIRD-PARTY PROVIDERS (“AI TOOLS”). AI TOOLS ARE INTEGRATED TO ENHANCE FUNCTIONALITY, OPTIMIZE PERFORMANCE, OR OTHERWISE IMPROVE THE SERVICES. WHILE VISIONHEIGHT ENDEAVORS TO ENSURE THE ACCURACY, RELIABILITY, AND SECURITY OF THESE AI TOOLS, AI TOOLS ARE PROVIDED “AS IS” AND THE OUTCOMES AND INSIGHTS GENERATED BY AI TOOLS MAY BE INFLUENCED BY INHERENT MODEL CONSTRAINTS AND OTHER FACTORS.
3. EXCEPT AS EXPLICITLY SET FORTH IN THIS SECTION 10, AND NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VISIONHEIGHT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). While VisionHeight strives to identify vulnerabilities, no guarantee is made that all vulnerabilities will be discovered or that your systems will be secure from unauthorized access or free from all potential risks.
4. THE EVALUATION OF THREATS AND VULNERABILITIES THROUGH VISIONHEIGHT’S SERVICES IS CONDUCTED IN ACCORDANCE WITH THE INDUSTRY STANDARD AND BASED ON THE KNOWN VULNERABILITIES AT THE TIME THE SERVICES ARE PERFORMED. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT SECURITY IS A CONTINUOUSLY EVOLVING FIELD AND THAT NO SINGLE TEST OR EVALUATION CAN ENSURE THE COMPLETE SECURITY OF THE CUSTOMER’S SYSTEMS, APPLICATIONS, OR NETWORKS.  BY USING VISIONHEIGHT SERVICES, THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT ANY FINDINGS GENERATED BY THE SERVICES REPRESENT A POINT-IN-TIME EVALUATION. THESE FINDINGS MAY CHANGE OVER TIME DUE TO UPDATES IN THE CUSTOMER’S SYSTEMS, NETWORK, IMPLEMENTATION OF SECURITY UPDATES, CHANGES IN CONFIGURATIONS, OR OTHER VARIABLE FACTORS BEYOND VISIONHEIGHT’S CONTROL.
5. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VISIONHEIGHT DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE SERVICES ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER’S CONTEMPLATED ACTIVITIES, SOFTWARE, HARDWARE, OR TOOLS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES AND ACKNOWLEDGES THAT THE USE OF THE SERVICES, INCLUDING THE USE OF AND/OR RELIANCE ON ANY OUTPUT DERIVED THEREFROM, IS ENTIRELY AT CUSTOMER’S OWN RISK.

Indemnification

1. Indemnification by VisionHeight. VisionHeight shall defend Customer from and against any claim by a third party alleging that the Services, when used in accordance with the Documentation and as authorized under this Agreement, infringes or misappropriates such third party’s trademark, United States patent, copyright, or trade secret. VisionHeight shall indemnify and hold Customer harmless from any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by VisionHeight (including reasonable attorneys’ fees). The foregoing shall not apply for claims arising from: (i) modification of the Services (or any portion thereof) by Customer; (ii) Customer improperly accessing or using the Services, in a manner other than as specified in the Documentation provided by VisionHeight; (iii) Customer’s integration and or the combination of the Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination; (iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by VisionHeight within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer; or (v) Customer’s breach the terms of the Agreement.
2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless VisionHeight, its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to VisionHeight's authorized use, processing, storage, or transmission of Customer Data, including claims alleging that Customer Data infringes third-party intellectual property rights, violates applicable laws (including privacy regulations), or constitutes defamation, obscenity, or other unlawful content.
3. Indemnification Procedure. The indemnified party will: (i) provide prompt written notice of the claim and give the indemnifying party sole control over the defense and settlement of the claim; and (ii) provide to the indemnifying party its full and timely cooperation. The indemnifying party  shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate provided that it will not enter into any settlement which does not fully relieve the indemnified party of all liability or that otherwise requires the indemnified party to admit any wrongdoing, without the indemnified party’s prior written consent.

Limitation of Liability

1. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT THIS AGREEMENT, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, OR FOR ANY LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF PROFITS, THE PERFORMANCE OR FAILURE OF VISIONHEIGHT TO PERFORM UNDER THIS AGREEMENT, AND ANY OTHER ACT OR OMISSION OF VISIONHEIGHT BY ANY OTHER CAUSE WHATSOEVER.
2. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, A PARTY IS FOUND TO BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT, EXCEPT WHERE PROHIBITED BY LAW, EITHER PARTY’S LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO VISIONHEIGHT UNDER APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE PAID, THEN A PARTY’S LIABILITY SHALL NOT EXCEED US $10,000. THE FOREGOING LIABILITIES SHALL NOT APPLY WITH RESPECT TO A PARY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR TO CUSTOMER’S OBLIGATION TO PAY THE FEES. IN ANY CASE NO ACTION MAY BE BROUGHT BY CUSTOMER IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR VISIONHEIGHT’S PROVISION OF THE SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF VISIONHEIGHT AND/OR ANY VISIONHEIGHT AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.

Term and Termination

1. Term. This Agreement is effective upon (i) Customer’s acceptance of these Terms, or (ii) the effective date of an applicable Order Form, whichever occurs first, and continues until terminated as described in this Section 13. Unless otherwise specified in the Order Form, each Order Form will have an initial term of twelve (12) months (an “Initial Term”) beginning on its effective date, which will automatically renew for successive twelve (12) month renewal terms (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term, as applicable (the Initial Term together with any Renewal Terms, the “Term”).
2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured (if possible of being cured) within thirty (30) business days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.
3. Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein, and all Services provided by VisionHeight hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to VisionHeight, accruing prior to the date thereof, according to this Agreement and all Order Forms. Sections 3.1, 3.3, 4, 7, 10, 12, 13.3, 15 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.
4. Switching Rights for EU/EEA Customers. A Customer domiciled in an EU or EEA member state may, at any time during the subscription Term, request to switch to another data processing service provider or to its own infrastructure by sending written notice to VisionHeight at support@visionheight.com, provided the Customer is entitled to this right under Regulation (EU) 2023/2854 (the “Data Act”). Such request is subject to a two-month notice period. VisionHeight shall provide reasonable assistance to facilitate such switching in accordance with the Data Act. Upon completion of the two-month notification period, or earlier if Customer confirms in writing that the data migration has been successfully completed, the relevant Order Form(s) shall automatically terminate. For the avoidance of doubt, Customer remains liable for all Fees accrued prior to the termination date. Customer shall pay any remaining subscription Fees for the remainder of the Term of the relevant Order Form(s) as an early termination fee, which the parties expressly acknowledge and agree does not constitute a switching fee or data export costs under the Data Act. VisionHeight shall not impose any other fees or penalties under this clause.

Amendments to this Agreement

1. We may update these Terms from time to time, including to reflect updates to our Services or comply with legal requirements. If we make material changes that adversely affect your rights or obligations, we will provide you with at least 14 days advance notice of the changes through our Services or by email (if you’ve provided one). During this notice period you may terminate your account/subscription without penalty (and receive a pro-rata refund for any prepaid unused period, if applicable). If you continue using the Services after the effective date, you will be deemed to have accepted the updated Terms. For all other changes (including minor updates, non-material modifications, improvements to the Services, or updates that do not negatively impact your rights or obligations), we will simply post the revised Terms with a new "Last Revised" date. Your continued use of the Services after the effective date of those changes will constitute your acceptance of them.

General

1. Export Controls. The Services may be subject to U.S., Israel, or other foreign export control laws and regulations (“Export Controls”), and Customer acknowledges and confirms that it is not: (i) located and will not use, export, re-export, import, or otherwise make the Services (or any portion thereof) available in or to any person, entity, organization, jurisdiction, or other circumstance that violates the Export Controls; (ii) incorporated under the laws of, operating from, or ordinarily resident in a country or territory subject to comprehensive U.S. or Israeli economic or trade sanctions (currently, Cuba, Lebanon, Iran, Syria, North Korea, or the Crimea, Donetsk, and Luhansk regions of Ukraine), and (iii) listed on any prohibited or restricted party list, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or otherwise a target of U.S. sanctions. Without derogating from the foregoing, Customer will comply with all applicable Export Controls that apply to Customer’s use of the Services.
2. Insurance. VisionHeight has and will maintain during the Term industry-standard insurance policies, including Errors & Omissions (E&O) and Cyber Liability insurance.
3. Relationship of the Parties. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
4. Governing Law and Jurisdiction. The parties expressly agree that this Agreement will be governed by the laws of the State of Israel without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court.
5. Assignment. Neither party may assign, sublicense, or otherwise transfer any or all of its rights or obligations under this Agreement without the other party's prior written consent; provided, however, that either party may assign this Agreement in its entirety (including all Order Forms), without such consent to its wholly owned affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
6. Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
7. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
8. Notices. Customer acknowledges that notices provided by VisionHeight in connection with this Agreement shall be provided as follows: via the Services, including by sending you notices through the Services, e-mail, phone or first class, airmail, or overnight courier. Customer further confirms that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed delivered the earlier of (a) receipt; or (b) 24 hours of delivery. VisionHeight shall use your contact details that we have in our records in connection with providing you notices. Notices to VisionHeight shall be sent to support@visionheight.com.
9. Minors. To use the Services, you must be over the age of eighteen (18). We reserve the right to request proof of age at any stage.
10. Electronic Agreement. Without limitation, Customer agrees that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact Us

1. For questions about these Terms, the Services, or our privacy practices, please contact us at support@visionheight.com or write to VisionHeight, 1000 North West Street, Suite 1400 · Wilmington, DE 19801, USA, Attention: Legal Department.