Legal
Our Master Service Agreement ensures transparency and trust in the use of Visorway’s AI platform by defining clear terms and protecting your data. It establishes a reliable framework for delivering secure and innovative AI-powered services.
Last updated on 1.1.2025
1.1. This Master Service Agreement (the “Agreement”) is entered into between Appenzeller Ventures, hereinafter referred to Visorway, and You. It establishes the terms and conditions governing Your access and use of the Service. If You are acting on behalf of another organization, such as Your employer, You confirm that You have the necessary authority to bind that organization to these Terms.
1.2. By utilizing the Service, both parties agree to abide by this Agreement, including Visorway’s Acceptable Use Policy, Privacy Policy, and Support and Service Level Terms (collectively referred to as the “Terms”). These Terms are enforceable in the same manner as a signed written contract.
1.3. Visorway may update the Terms by publishing the updated version on its website. Any updates take effect upon posting.
1.3.1. Except for updates deemed non-material, changes introduced to add new functionality or Preview Features, or those required by applicable law, Visorway will provide at least 15 days’ notice before posting significant updates. These updates are not retroactive, but continued use of the Service after such updates indicates Your acceptance of them.
1.3.2. Notwithstanding Sections 1.2 and 1.3.1, Visorway will not amend the Terms in a manner that diminishes its obligations related to Confidential Information, Customer Data, or Customer Content without obtaining Your explicit written consent.
1.3.3. If You believe an update to the Terms materially and negatively impacts You, You may notify Visorway within 15 days of the update’s posting. If the matter is not resolved within 15 days, including by reverting to prior language for the duration of Your operative order form, You may terminate the Agreement and any associated Order Form with three business days’ written notice. Visorway will refund any prepaid unused Fees for the relevant Service.
1.4. The Service is provided as a research tool. Outputs generated by Visorway’s AI are not intended as professional consulting advice and may contain inaccuracies, errors, or incomplete information.
The definitions in Section 12 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of this Agreement are also defined terms.
3.1. Visorway grants You a non-exclusive, non-transferable right to access and use the Service in accordance with the Documentation. Access credentials are issued to specific users and must not be shared, including with individuals within the same organization. You are responsible for taking reasonable steps to prevent unauthorized access or use of the Service.
3.2. Prohibited actions include:
3.3. If You provide Visorway with Feedback, Visorway is granted the right to use and incorporate that Feedback into its products and services without restriction. However, Visorway will not use Feedback in a way that identifies or could reasonably identify You, Your users, Customer Data, Content, or Confidential Information.
3.4. Any third-party software, services, or products that You use in connection with the Service (e.g., internet browsers) are governed by their respective terms. Visorway is not responsible for the functionality, performance, or issues arising from such third-party products.
4.1. You may submit Input to the Service and receive Output generated by the Service. Between the parties, You retain ownership of Your Content.
4.2. It is possible for Your Input to be similar or identical to Input submitted by other users or for You to receive Output similar or identical to that provided to other users. Inputs from third-party users and the corresponding Outputs generated for them are not considered Your Content.
5.1. To access certain features of the Service, You may need to upload documents (“Customer Data”) to enable specific functionalities.
5.2. As between the parties, You retain all rights, title, and interest, including any intellectual property rights, in and to Your Customer Data. You grant Visorway and its Affiliates a non-exclusive, worldwide, royalty-free license to process the Customer Data and Your Input solely to the extent necessary to provide the Service, resolve technical or service-related issues, or comply with applicable legal requirements.
6.1. Payment terms and fees (“Fees”) payable by You are outlined in Your order form(s). Visorway reserves the right to correct any invoicing errors or mistakes within 45 days of Your receipt of the relevant invoice.
6.2. Unless explicitly stated otherwise, Fees exclude federal, state, local, and foreign taxes, duties, and similar assessments (“Taxes”). You are responsible for all Taxes related to Your purchase, and Visorway may invoice You for such Taxes. You agree to pay these Taxes promptly and provide Documentation confirming payment or any additional evidence reasonably required by Visorway. If Visorway is legally obligated to pay or collect Taxes on Your behalf, these amounts will be invoiced to You, and You must remit payment unless You provide a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Visorway unless required by applicable law. In such cases, You must increase the payment amount to ensure Visorway receives an amount equivalent to the original, untaxed amount. Where applicable, You must provide a valid VAT/GST Registration Number or similar information. Your account registration name and address will serve as the place of supply for tax purposes, so it is Your responsibility to ensure this information is accurate and up-to-date.
6.3. If You wish to dispute any Fees or Taxes, contact Visorway at [email protected] within 30 days of the invoice date. Undisputed amounts that remain past due may incur a finance charge, calculated daily and compounded monthly, at a rate of the prevailing Federal Funds Rate (subject to a minimum of zero) plus 1.5% per annum. Visorway reserves the right to suspend Your access to the Service for any undisputed overdue Fees following written notice of late payment. In the case of a billing dispute, all undisputed amounts must be paid in full while the dispute is resolved.
7.1. These Terms become effective on the Effective Date and remain in force until terminated. Either party may terminate these Terms by providing written notice to the other party. However, termination will not take effect until all active order forms have expired or been terminated, or as otherwise specified in Your order form or this Agreement. Upon termination, You remain responsible for paying any outstanding Fees for Services that have been used but remain unpaid.
7.2. Visorway will securely delete any remaining Customer Data or Content within 30 days of termination unless You provide specific instructions to the contrary.
7.3. Provisions of these Terms that are intended to survive termination will continue to remain in effect. This includes, but is not limited to, obligations related to confidentiality, the payment of unpaid fees, and other customary provisions.
8.1. Indemnification by Visorway. Visorway will defend You against any claim brought by a third party alleging that the Service, when used in accordance with these Terms and the Documentation, infringes the intellectual property rights of such third party. Visorway will indemnify You for any damages, costs, and, if applicable, attorneys’ fees that are finally awarded against You or agreed to in a settlement approved by Visorway resulting from such a claim. If Your use of the Service results in (or Visorway reasonably believes may result in) an infringement claim, Visorway may, at its discretion: (a) provide a functionally similar replacement product or service; (b) procure for You the rights necessary to continue using the Service; or, if options (a) and (b) are not commercially viable, (c) terminate this Agreement or the applicable order form and refund any prepaid unused Fees for the Service. Visorway has no obligation to indemnify or defend claims arising from materials not provided by Visorway, either alone or in combination with the Service. Furthermore, Visorway is not obligated to indemnify or defend claims related to Output generated from Input or Customer Data that violates these Terms or that You knew, or reasonably should have known, was likely to result in infringing Output.
8.2. Indemnification by You. You agree to defend Visorway against any claim brought by a third party arising from or related to: (i) Your Input or (ii) Your Customer Data. You will indemnify Visorway for any damages, costs, and, if applicable, attorneys’ fees that are finally awarded against Visorway or agreed to in a settlement approved by You resulting from such a claim.
8.3. Indemnification Procedures. In the event of a claim under this section, the party seeking indemnification (the “Indemnified Party”) must: (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (ii) allow the Indemnifying Party to control the investigation, defense, and settlement (if applicable) of the claim at the Indemnifying Party’s expense; and (iii) cooperate with the Indemnifying Party at its request and expense. Failure to provide prompt notice does not relieve the Indemnifying Party of its obligations under this section, except to the extent that such failure materially prejudices the Indemnifying Party. The Indemnifying Party may not settle any claim that imposes obligations on the Indemnified Party (other than payments covered by the Indemnifying Party or ceasing to use infringing materials) or requires an admission of fault by the Indemnified Party without the Indemnified Party’s prior written consent. Such consent may not be unreasonably withheld, conditioned, or delayed. Indemnification obligations do not apply if the Indemnified Party settles or makes any admissions regarding a claim without prior written consent from the Indemnifying Party.
9.1. You represent and warrant that You have the necessary rights and permissions in Your Customer Data and Input to use them with the Service and that Your use of the Service will fully comply with all applicable laws and regulations.
9.2. Visorway warrants that:
9.3. Except for the express warranties provided in this section, both parties disclaim all other warranties, whether express or implied. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, and title. Visorway does not guarantee that the Service will be uninterrupted or free of errors.
10.1. Neither party will be liable to the other party or any third party for indirect, incidental, special, exemplary, punitive, or consequential damages. This includes, but is not limited to, loss of income, profits, revenue, or business interruption, as well as the cost of substitute services or other economic losses. Such exclusions apply regardless of whether the liability arises from contract, warranty, tort (including negligence), strict liability, or any other legal theory, and irrespective of whether the party was advised of the possibility of such damages.
10.2. Except as stated otherwise for specific cases, such as:
in no event will the total liability of either party to the other or any third party exceed the total amount paid or payable by You to Visorway in the 12 months preceding the claim (“Liability Cap”).
10.3. For claims related to breaches of Your Customer Data caused by Visorway’s failure to meet its obligations under the Security Addendum or the DPA, as well as breaches of confidentiality obligations by either party, the total liability to the other party or any third party will not exceed two times the amount paid or payable by You to Visorway in the 12 months prior to the claim (“Data Breach Cap”).
11.1. Assignment. Neither party may assign these Terms without the prior written consent of the other party. However, Visorway may assign these Terms in their entirety to (i) any Affiliate or (ii) in connection with a consolidation, merger, or sale of all or substantially all of its assets.
11.2. Subcontracting. Visorway may engage subcontractors or third-party providers to perform activities under these Terms as deemed necessary. Visorway remains responsible for the performance of any such subcontractors or providers.
11.3. Severability and Interpretation. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited to the extent necessary so that the remainder of the Terms remains effective.
11.4. Open Source Software. Visorway warrants that the Service does not include open-source software that would require Your software to be disclosed, distributed in source code form, or modified by others as a condition of use.
11.5. Confidentiality. Each party (the “Receiving Party”) will take reasonable care, no less than it uses for its own confidential information, to:
If the Receiving Party is compelled by law or court order to disclose Confidential Information, it must (to the extent legally permissible) notify the Disclosing Party in advance and cooperate to seek confidential treatment. Unauthorized disclosure of Confidential Information may cause irreparable harm, entitling the Disclosing Party to equitable remedies in addition to legal remedies.
11.6. Usage Data. Visorway may collect and use aggregated and anonymized Usage Data to improve, support, and operate the Service. Such Usage Data will not include Your Confidential Information unless shared (a) under Section 11.5 (Confidentiality) or (b) in aggregated, anonymized forms that do not identify You.
11.7. No Training. Visorway will not use Your Content or Customer Data to train any AI models. Similarly, Subprocessors are prohibited from using Your Content or Customer Data for training or retaining such data for human review.
11.8. Privacy Policy. Your users are subject to Visorway’s Privacy Policy, provided it does not conflict with these Terms.
11.9. Data Processing Addendum. Visorway will adhere to the Data Processing Addendum concerning Your Customer Data and Content. In case of any conflict between these Terms and the Data Processing Addendum, the latter will govern.
11.10. Use of Name. You grant Visorway the right to reference You as a customer and use Your logo for that purpose. This right may be revoked at any time upon written notice.
11.11. Governing Law. These Terms are governed by the laws of Switzerland, excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods.
11.12. Arbitration. Any disputes arising under these Terms will be resolved by arbitration in Zurich, Switzerland. For claims exceeding CHF 250,000, arbitration will involve a panel of three arbitrators per the Swiss Rules of International Arbitration. For smaller claims, a single arbitrator will preside. Arbitration proceedings will be conducted in English, and awards may be enforced in any competent court. Parties may seek interim relief from courts as necessary to support arbitration.
11.13. Notice. All notices must be in writing and delivered to the designated email addresses: (i) for Visorway, at [email protected]; and (ii) for You, at the email address associated with Your account. Notices are deemed received upon delivery.
11.14. No Waiver. Failure to enforce any provision of these Terms does not constitute a waiver. Waivers must be in writing and signed by the waiving party to be effective.
11.15. Entire Agreement. These Terms represent the complete agreement between the parties, superseding all prior communications and agreements related to the subject matter. Each party confirms it has not relied on any terms outside those expressly stated in these Terms.
11.16. Export Control. Both parties agree to comply with applicable export and import regulations. The Services cannot be used or exported to U.S. embargoed countries or individuals on restricted party lists maintained by the U.S. or other applicable jurisdictions. You warrant that You are not located in or associated with such restricted entities.
11.17. Force Majeure. Neither party is liable for failure or delay in performing obligations due to causes beyond its reasonable control, including natural disasters, labor disputes, utility failures, public health emergencies, or acts of terrorism or war.
12.1. “Acceptable Use Policy” means Visorway’s policy governing the use of its Service as located at Visorway.ai/legal.
12.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where “control” means direct or indirect ownership of more than 50% of the voting interests in the subject entity.
12.3. “Agreement” has the meaning set forth on the cover page.
12.4. “Basic Service” refers to the core functionality of the Visorway platform, which enables You to interact with the Assistant, receive tailored expert Matching recommendations, and access basic Insights based on Your input.
12.5. “Confidential Information” means all information identified as confidential at the time of disclosure by the Disclosing Party or that reasonably should be known by the Receiving Party to be confidential based on its nature or circumstances.
12.6. “Content” means Input and Output collectively.
12.7. “Customer Data” has the meaning set forth in Section 5.1.
12.8. “Data Breach Cap” has the meaning set forth in Section 10.3.
12.9. “Documentation” means the technical and other documents regarding the usage of the Service as made available by Visorway.
12.10. “Effective Date” means the date on which You first use the Service or the effective date of the first Order Form referencing this Agreement.
12.11. “Feedback” means any suggestions, enhancement requests, corrections, or recommendations provided by You to Visorway.
12.12. “Fees” has the meaning set forth in Section 6.1.
12.13. “Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 8.3.
12.14. “Input” means any query submitted by a user to the Service.
12.15. “Output” means the results generated by the Service in response to Input.