General Terms and Conditions

Version 1.2– September 9th, 2024

1. Scope

These General Terms and Conditions ("Terms") apply to the access to, and the use of AI-based visual inspection platform, necessary hardware, and related services (together the "Services"), offered by Vision Unified Technologies AG, Im Altried 3g, 8051 Zürich, Switzerland ("VIUN"). To access or use the Services, you ("Customer") have to agree to these Terms. If the Customer does not agree to these Terms, the Customer may not use or access the Services. These Terms, together with Order Form ("Order Form"), Privacy Policy (available at https://viun.tech/privacy), Data Processing Agreement ("DPA") and all other referencing documents, form a legally binding agreement ("Agreement") between VIUN and the Customer. General terms and conditions of the Customer are excluded unless they have been expressly accepted by VIUN.

2. Services & access to the Services

VIUN is an AI software company developing and providing the Customer with AI and computer vision technology for digitalization and automation of visual inspection processes ("Technology") as part of the Services. Services and Technology may include both software and hardware components, which are further specified in the respective Order Form. Services and the Technology will be accessible to the Customer in their then-current version. To reach the intended results of the Agreement, VIUN may provide the Customer with additional Services as agreed upon in the Agreement, such as training, workshops, support, or feedback services. Aside from the Services explicitly described in the Agreement, VIUN has no obligation under the Agreement to render any training, support, maintenance, development, or other similar services. Customer acknowledges that using AI and machine learning tools such as the Technology and the Services can produce results influenced by data used for training the algorithm. Although VIUN uses its best efforts to prevent the Services and the Technology from producing biased output through technical and statistical support, VIUN does not guarantee that the output will be entirely free of bias or error.

2.1 Access to the Services

Services and Technology are accessible to the Customer via individual user accounts ("User Account"). The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated. The Customer is responsible:

for controlling access to their User Accounts and granting access to the User Accounts to their personnel;
for training of their personnel regarding the usage of the Technology and the Services;
for maintaining the confidentiality and security of their User Account credentials and may not disclose their credentials to any third party;
for ensuring the security of the hardware or software, such as but not limited to email accounts or smartphone, used for the dual authentication necessary to log into their User Account;
and liable for activities conducted through their personnel’s User Accounts, including but not limited to the images or other content they upload to the Services, and must immediately notify VIUN if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

2.2 Infrastructure

‍Unless otherwise agreed between the Parties in writing, the Customer is solely responsible for providing a suitable technical infrastructure for the use of the Services in accordance with VIUN’s instructions, including but not limited to hardware, web browser and internet connection speed necessary for the functioning of the Technology and the Services in accordance with the criteria and compatibility requirements established by VIUN and as updated by VIUN from time to time. The hardware necessary to utilize the Services are not included in the Services per default. Customers may choose to use their own hardware or acquire it from the third parties separately. Unless explicitly stated otherwise in the Order Form, the fees for the Services do not include any hardware. Any hardware required for the use of our Services must be purchased separately by the Customer or explicitly specified in an Order Form. VIUN disclaims all liability for any damages, defaults, or malfunctioning of the Services attributable to the use of hardware or other infrastructure elements not supplied by VIUN or failing to meet the criteria set forth by VIUN. It is the Customer's responsibility to ensure that any hardware purchased separately or used in conjunction with the Services meets VIUN's specified criteria. Failure to use compatible hardware or other infrastructure elements may result in suboptimal performance of the Services, for which VIUN shall not be liable.

2.3 Free trial Services

VIUN may, at its sole discretion, offer a free trial of its Services for a limited period of time or other basis, or may choose to offer some selected Services for free on an ongoing basis. The Customer acknowledges that VIUN is not obliged to inform the Customer about any updates or modifications to the Services offered in free trials. VIUN reserves the right to end a Service provided as a free trial at any time without a reason at its sole discretion. The Customer may be required to provide billing information in order to sign up for or access the Services offered as a free trial. In relation to a limited free trial, the Customer will not be charged until the free trial has expired and unless the access to the Services and the Technology has been cancelled before the free trial period expires, the Customer will be automatically charged the applicable Service fee for the selected subscription on the last day of the free trial period.

2.4 Hardware Provision and Liability Disclaimer

The Customer acknowledges and agrees that VIUN may offer hardware products for sale or lease, including but not limited to cameras, sensors, or computing devices (collectively, “Hardware”). Such Hardware may be sourced from third-party manufacturers and is not developed or manufactured by VIUN. While VIUN may facilitate the sale or lease of Hardware as a part of the Customer’s use of the Services or Technology, all warranties, terms, and conditions related to the Hardware are governed solely by the terms provided by the respective third-party manufacturers. VIUN makes no representations or warranties of any kind, express or implied, regarding the performance, functionality, or suitability of the Hardware, and disclaims all liability for any defects, damages, or issues arising from the use of the Hardware. The Customer agrees to review and comply with the manufacturer’s terms, conditions, and warranties applicable to the Hardware. Any claims or disputes related to the Hardware must be directed to the respective manufacturer or supplier in accordance with their terms. Furthermore, the Customer is responsible for ensuring that any Hardware sold or leased by VIUN is installed, maintained, and used in accordance with both the manufacturer’s instructions and VIUN’s compatibility requirements as updated from time to time. VIUN shall not be held responsible for any damages, defects, or performance issues arising from improper use, maintenance, installation, or failure to meet compatibility requirements. In cases where the Customer chooses to use hardware not supplied by VIUN, the Customer bears sole responsibility for ensuring that such hardware meets the necessary specifications for optimal performance of the Services. VIUN disclaims all liability for any malfunctions, reduced performance, or damages that may result from the use of incompatible or substandard hardware.

3. Rights & obligations of VIUN

VIUN provides the Customer with the Services and the Technology as agreed in the Agreement. VIUN:

makes the Services and the Technology available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs;
regularly carries out maintenance or improvements to the Technology, the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, VIUN will inform the Customer about potential interruptions in advance;
provides the Customer with reasonable support during VIUN’s business hours;
may subcontract third parties for all its obligations under these Terms;
is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations;
is permitted and possibly required by law to suspend access to the Services or the Technology, based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

VIUN constantly develops and improves its Services and the Technology and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, VIUN will notify the Customers that are directly affected by such changes, and where reasonably possible. VIUN reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). VIUN may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to VIUN and acknowledges it has no claim in relation to the Feedback.

4. Rights & obligations of the Customer

The Customer agrees to use the Services and the Technology in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located. The Customer:

is obliged to cooperate in the performance of this Agreement to the necessary extent free of charge;
is obliged to provide VIUN with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services or access to the Technology;
is obliged to inform VIUN immediately if errors or faults occur and to support VIUN in the analysis and, if necessary, in the elimination of errors and faults to the extent required;
must immediately inform VIUN of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services or the Technology;
provide requirement descriptions and actively participate in the testing, implementation, or customization of the Services and the Technology with its business and management know-how and decision power.

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with his duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.The Customer may not:

circumvent or attempt to circumvent any security protection of the Services or the Technology;
use the Services or Technology in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
access the Services via any automated system or take any action that may impose an unreasonable load on VIUN’s infrastructure;

The Customer agrees it will not, unless with VIUN’s prior written permission:

try to decompile or reverse engineer the Services or any part of it, or derive the source code;
copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services.

The Customer may not sell, sublicense, allow access or make the Technology, the Services, or any part of it otherwise available to third-parties.

5. Fees & payments

The Customer shall pay VIUN the Fees as set out in the Order Form, via the indicated payment method made available by VIUN. Unless otherwise agreed between the parties, all Fees are payable yearly in advance, in CHF and excluding VAT and other applicable taxes. Additional services are remunerated based on hourly rates and travel expenses according to the Agreement and its annexes. Unless otherwise agreed, these additional services are invoiced monthly. VIUN may unilaterally adjust all Fees under the Agreement once per year by written notification in accordance with increases of the Swiss Consumer Price Index. All Fees are payable within 30 days of the date of invoice. In case of late payment, VIUN is entitled to interest on late payments in the amount of 5% p.a.Except where prohibited by law, all fees are non-refundable.

6. Term & termination

The Agreement between the parties remains in full force and effect for the duration of 1 year, unless a different Term is defined in the Order Form, or until its termination by either party in accordance with this Agreement. At the end of each Term, the Agreement will automatically renew for subsequent periods of the same Term, if not explicitly agreed otherwise in the Order Form, unless the Agreement is terminated. Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement and fails to remedy this violation within 14 days after a notice. This includes in particular Customer’s failure to pay on time or the start of insolvency procedures against the other party.In all other cases, either party may terminate the Agreement at any time by notifying the other party in text form with a notice period of 60 days towards the end of each Term, unless otherwise agreed between the parties in the relevant Order Form. Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

7. Intellectual property

Title to and ownership of all copyrights, patents, trade secrets, data, know-how, and all other intellectual property rights ("Intellectual Property Rights") and interest in the Services or the Technology that VIUN may provide to the Customer under the Agreement, including all developments or derivative works relating to the Services or the Technology, and any documentation of VIUN provided to the Customer remain vested absolutely in VIUN. The Customer shall not acquire any interest therein except to the extent that it is granted a license hereunder. In case the Customer or Customer's employees create any Intellectual Property, the Customer grants to VIUN an irrevocable, royalty free license to use any Intellectual Property Rights created by the Customer's employees, contractors, agents, or other representatives in the course of the Agreement, in relation to the Services or the Technology. VIUN hereby grants to the Customer a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property Rights to the Services and the Technology in connection with the activities of the Customer as defined in the respective Order Form. The Customer does not have a right to sublicense the Intellectual Property Rights to the Services or the Technology, except to a subsidiary, or with the prior written consent of VIUN. The Customer shall be responsible for any such sublicensee’s compliance with the terms and conditions of the Agreement. The Customer grants VIUN the non-revocable right to access and use the data generated by the use of the Technology and the Services for internal purposes, such as research development and the improvement of the Services. For external purposes, VIUN may use such data solely in anonymized and aggregated form.The Services may contain open-source components. Such components are subject to the respective license.

8. Liability & indemnity

VIUN is fully liable to the Customer for damages resulting from VIUN’s gross negligence or willful misconduct. VIUN’s liability in all other cases and to the extent permitted by applicable law is excluded. VIUN will not be held liable for inaccuracy or incompleteness of the Services or Technology, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve. Neither party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the parties’ reasonable control (force majeure).

9. Warranties & representations

The Customer acknowledges that the Services and the Technology are provided "as is" and "as available", and VIUN makes no warranties or representations of any kind related to the Technology, the Services or the information and materials contained thereon. VIUN makes the Technology or the Services available to the Customer and uses reasonable care and skill in the performance of the Services. Except as explicitly stated in the Agreement, VIUN makes no express or implied warranty as to the Technology or any part of the Services.

10. Confidentiality & data protection

The parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, data, trade secrets, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or VIUN. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential. Each party undertakes to protect all confidential information that becomes accessible or known based on the Terms. This confidentiality obligation remains in force even after the termination of the Agreement. VIUN and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail. VIUN collects and processes personal data necessary for the purpose of the Agreement, as described in its Privacy Policy available at https://viun.tech/privacy. VIUN protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. The Customer authorizes VIUN to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes. The parties may further define their duties regarding data protection in a data processing agreement, and in case of discrepancies, the provisions of the data processing agreement prevail.

11. Marketing & newsletter

The Customer entitles VIUN to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on VIUN’s website and other marketing or investment materials. Any other use requires the prior consent of the other party. By signing up for VIUN’s newsletter, the Customer agrees that VIUN may contact them and inform them about updates on the Services and new products from time to time. The Customer can at any time unsubscribe from the contact list by sending an email to privacy@viun.tech.

12. Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between VIUN and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.Any deviation from the Terms not anticipated by the Terms requires an explicit reference to the altered clause of the Terms.

‍Notices: Notices must be given in writing, including e-mail, and need to be communicated:

To VIUN’s attention: via email to: membership@viun.tech;
To Customer's attention: by publishing on VIUN’s website or where explicitly agreed between the Parties via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of VIUN.

‍Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

‍Language: These Terms are available in more than one language version. In case of discrepancy between the English version of these Terms and any translated version, the English version prevails.

‍Governing Law & Jurisdiction: These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms or the Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of VIUN has exclusive jurisdiction for all disputes arising from or in connection with the Agreement.