Relationship and Scope

These Studio App Store Maker Terms of Use (“Terms of Use”) describe your rights and responsibilities when accessing or using any InVision Studio application provider interfaces or software developer kits, whether obtained through the InVision Studio (“Platform”) developer portal or through another source (including any related documentation) (collectively, “API(s)”), and/or when submitting your Product (defined below) for inclusion in the Studio App Store (or any other InVision-operated asset platform) (collectively, the “App Store”). Please read these Terms of Use carefully.

“InVision”, "we", "us" and "our" as used herein refer to InVisionApp Inc. and its affiliates. “You” and “your” refer to you and, if applicable, the company or other legal entity that you represent, and You hereby represent and warrant that you have the authority to enter into these terms on behalf of any such entity.

These Terms of Use set forth the legally binding terms and conditions for your use of the APIs and/or App Store. By registering for a Key (defined below) or otherwise requesting to access our APIs, and/or downloading or using any of the APIs, or by submitting your Product (defined below) for inclusion in the App Store, you are consenting to be bound by and are becoming a party to these Terms of Use which may be updated from time to time.

If you do not unconditionally agree to all of the terms of these Terms of Use, you will have no right to use the APIs or keep your Product in the App Store (and you should immediately cease all such activity). Certain of the APIs may be subject to additional terms and conditions specified by us from time to time; your use of such APIs is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. The “API” includes all updates and modifications to the API that may be provided to you by InVision.

These Terms of Use incorporate InVision’s Privacy Policy, any documentation and guidelines posted at the InVision Developer Portal (“Guidelines”), and our Minimum Requirements for Studio App Store Makers’ End-User License Terms (“Minimum Terms”), which are hereby made a part of these Terms of Use.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE SEE BELOW FOR ADDITIONAL INFORMATION.

ACCESSING OUR APIs

Eligibility. You must be at least 16 years of age to use the APIs. If you are under age 16, you may not, under any circumstances or for any reason, register for a Key (defined below) or use the APIs. We may, in our sole discretion, refuse to offer the APIs to any person or entity and change its eligibility criteria at any time. Please be a good citizen of our ecosystem - you are solely responsible for ensuring that your use of the APIs and your Product (a) complies with all applicable laws, rules and regulations applicable, and (b) does not violate any other agreement to which you are a party.

Registration. To sign up for access to the the APIs, you may be required to register for credentials and a developer key (collectively your "Key"). The proper handling of Keys is essential for maintaining the security of your Developer Applications (defined below) and our Platform. Of course, you must provide accurate and complete information when you register for your Key. You should use good judgment when deciding whether to use another person’s user Key, or to share your Key with any other individual or entity. In most cases, this should be limited to people within your organization, or with whom you are working on a project. You should never publish, distribute, or post your Key. You are responsible for maintaining the security of your Key (and of course any passwords). When deciding whether to share your Key, keep in mind that you shall be responsible for acts, omissions, or breaches hereunder by any individuals using your Key. You may only use APIs which you have obtained directly from InVision.

USING OUR APIs

License. Subject to these Terms of Use, InVision grants to you: a limited, worldwide, non-exclusive, non-sublicensable, non-transferable (except as expressly set forth in “Assignment” below) and revocable license to use and reproduce the APIs only as necessary to develop, test and support an integration of your Developer Application with the Platform.

Your Products (Developer Applications and Assets). You may use the APIs solely to create value-added software applications, websites, content, products, services, programs, add-ons, extensions, plug-ins or other technologies to access, function or interoperate with the Platform, or to add features or functionality to the Platform (each, a “Developer Application”). If InVision contributes code to your Developer Application (“InVision Contributions”), we will own such InVision Contributions but, subject to the terms and conditions of this Agreement, provide you a limited, revocable license to use the InVision Contributions solely to the extent necessary to provide and support the Developer Application within the App Store and the Platform. To avoid doubt, the term “Developer Application” as used herein does not include the APIs or InVision Contributions. You must ensure that your Developer Application complies with our Guidelines prior to submitting it for inclusion on the App Store. You may also provide us with your design components (e.g. wireframes, icons, images, illustrations, and user interface kits) for inclusion in the App Store (“Asset”). As used herein, a “Product” refers to any Developer Applications and/or Assets your provide to us for inclusion in the App Store. When you provide us with a Product, you grant us a limited, sublicensable, worldwide, non-exclusive and royalty-free, fully paid up license to use, reproduce, perform, distribute and display your Product in connection with the operation, improvement and marketing of the App Store and Platform, and to distribute your Product to end users via the App Store,. Because we want this to be a successful relationship, you also grant us a worldwide, non-exclusive license to use your name, logos or other marks and descriptive materials associated with your Product, and to publicly refer to you or your Products to advertise and promote the Platform, App Store and your Products.

Rules of the Road. You must:

  • ensure that your Product complies with the Guidelines;
  • limit your use of user personal information or user-supplied content you collect solely to legitimate and value added purposes specifically authorized by the user. To that end, you must clearly tell the user what personal information and content that you will gather and how you will use it before the user agrees to use your Product;
  • use commercially reasonable and industry standard security measures appropriate to the risks posed by your use, in order to protect our platform, your users, their personal information and user-supplied content from harm, including but not limited to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access;
  • have an End User License Agreement “EULA” which complies with our Minimum Terms, and a privacy policy which complies with applicable legal standards and describes the collection, use, storage and sharing of data in clear, understandable and accurate terms, both of which are prominently identified or located where users download or access your Product. You must ensure your users’ proper consent to such privacy policy and EULA. If you do not provide us with a EULA to present to your users, then our default EULA consisting of terms that comply with our Minimum Terms will be the terms that governs the use of your Product (and you hereby grant us authority to present and bind you and your users to such default EULA on your behalf). If your Product is an Asset, our Studio App Store Default End-User License Agreement For Assets will apply. If your Product is a Developer Application, our Studio App Store Default End-User License Agreement For Apps will apply. We want our users to have rights they need and expect to make use of Products in the App Store, therefore if you provide your users with a EULA but it does not conform to our Minimum Terms, then your EULA will be deemed to have been automatically revised to the minimum but fullest extent necessary to make it conform to our Minimum Terms (and you agree that the user may rely upon such Minimum Terms-compliant EULA with respect to their relationship with you);
  • provide a support channel to your users (e.g. an email address or dedicated support website), as InVision will not provide support to your users, and respond promptly to complaints, removal requests, and “do not contact” requests from users;
  • not expressly state or imply that you are collecting personal information or user-supplied content on our behalf or at our direction, or that such collection is required in order for users to use our Platform or other InVision services;

Restrictions on Use of the APIs. You shall not directly or indirectly:

  • abuse or make excessive requests to InVision via the APIs or cause or threaten to cause harm to the Platform, App Store, our users, InVision or any third party, including but not limited to by exceeding InVision’s limitations on the use of the APIs (e.g. rate limitations) or the App Store.
  • use the API for illicit purposes, including but not limited to, spamming or selling InVision users’ personal information.
  • except as expressly permitted under these Terms of Use, sell, license, sublicense, distribute, copy, rent, lease or syndicate the APIs;
  • interfere with or disrupt the integrity or performance of the Platform or App Store or any third-party data contained therein or attempt to gain unauthorized access to the Platform or App Store, or their related systems or networks, or any such third party data;
  • publicly disclose any APIs that are not publicly available at the time;
  • access or use the APIs for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
  • decompile, disassemble, decipher, or reverse engineer the APIs or user content, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the APIs or user content, (except to the extent such restriction is prohibited by applicable statutory law, and in such case upon you providing reasonable advance notice to us requesting the same);
  • remove any copyright notices, information, and restrictions contained in the APIs or any Product;
  • bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the App Store or Platform (or other Keys, computer systems or networks connected to the App Store or Platform) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;

RIGHTS OF THE PARTIES

Proprietary Rights. As between the parties, you retain your ownership rights in your Product and we own and will continue to own our APIs, InVision Contributions, App Store and Platform, including all related intellectual property rights therein. All of rights not expressly granted by these Terms of Use are hereby retained. We are currently developing or may develop technologies or products that have or may have design or functionality similar to or competitive to your Product. Nothing in these Terms of Use limits our right to develop, acquire, license, maintain, or distribute technologies or products.

Security Reviews. Protecting our users is of the utmost importance, therefore InVision may conduct security reviews of Developer Applications at any time, and may disclose any vulnerabilities discovered as part of such reviews to third parties, including users of the App Store. You agree to assist us with any such security reviews. However, you understand and agree that any such review, or any report or feedback related to your security shall not imply any approval or endorsement of your Developer Application or its security. You shall promptly notify InVision at security@invisionapp.com following your discovery of any security vulnerabilities or breaches within your Developer Applications, or any unauthorized use of your Key or credentials.

Usage Data. We want to offer you and your users the best tools that we possibly can. Therefore, notwithstanding anything to the contrary set forth herein, you agree that InVision may collect and use data regarding the use and performance of the APIs, Platform, App Store and Product, to analyze and improve our services and products, including use of data in an aggregate form for distribution in benchmarking data and industry reports, provided that no personally identifying information of you or your users is revealed. InVision may reuse all generalized knowledge, experience, know-how, works, and technologies (including ideas, concepts, processes, and techniques) related to or acquired during provision of the APIs under these Terms of Use.

Feedback. Another thing that helps us constantly improve our offerings is carefully considering, and sometimes acting on, suggestions from our makers and users. Therefore, at all times InVision will have the unrestricted right to use and act upon any suggestions, ideas, enhancement requests, feedback and recommendations you provide specifically relating to the features, functionality and performance of the APIs, Platform, App Store, or any other InVision products or services. InVision may use and commercially exploit any and all rights in the feedback for any purpose without obligation or compensation to you, both during and after the term of this Agreement. Feedback will not be deemed to be your Confidential Information.

CONFIDENTIALITY

InVision Confidential Information. InVision’s Confidential Information includes the APIs and non-public aspects of the App Store and Platform, and any marketing plans, technology and technical information, product plans and designs, source code and business processes disclosed by InVision, considering the nature of the information or the circumstances of disclosure.

Your Confidential Information. Developer Confidential Information includes any source code making up your Developer Application (e.g. that is disclosed to us as part of a security review). All other information that you provide will be considered non-confidential, unless we expressly indicate in writing that we shall treat such information as confidential at the time that you disclose such information (such expressly indicated information is “Developer Confidential Information”).

Use of Confidential Information. The receiving party shall use Confidential Information solely in relation to the inclusion of Product in the App Store, and its performance and exercise of its rights under this Agreement. Any non-confidential information that you provide may be used by us for our business purposes and disclosed to third parties, including our customers. Except as expressly indicated above, please do not provide us with any information that you consider confidential. InVision may share with third-parties information about your Product to aid such third-parties in their use, discovery and evaluation of service providers, your Product and the Platform.

Exclusions. Confidential Information of a disclosing party does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was rightfully known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is rightfully received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.

Protection of Confidential Information. The receiving party will use the same degree of care that it uses to protect the Confidential Information of the disclosing party as it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The receiving party will (i) not use any Confidential Information of the disclosing party for any purpose outside the scope of these Terms of Use, and (ii) except as otherwise authorized by the disclosing party in writing, only disclose Confidential Information of the disclosing party to those of its and its affiliates’ employees and contractors who (A) need that access for purposes consistent with these Terms of Use and (B) have confidentiality obligations with respect to the disclosing party’s Confidential Information consistent with those contained herein. A receiving party shall be responsible for any breaches of confidentiality obligations hereunder by any third party to whom it discloses the Disclosing Party’s Confidential Information.

Compelled Disclosure. The receiving party may disclose Confidential Information of the disclosing party to the extent compelled by law, provided the receiving party gives the disclosing party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.

TERMINATION

Termination by You. You have the option of requesting that we remove your Product from the App Store at any time by contacting us at support@invisionapp.com, and we will do so in a reasonable time frame.

Remediation and Termination by Us. While we typically would only do so in the event of your violation of these Terms of Use (such as by failing to meet our Guidelines, posting your Key or failing a security review), we reserve the right, but do not have any obligation, to remove, edit, modify, or block access to any Product in our sole discretion, at any time, without notice to you and for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Product or if we are concerned that you may have violated these Terms of Use or may be causing harm to us, the App Store, Platform or any third party). If we believe that there is a violation of these Terms of Use that can simply be remedied by your modification or update of your Product, we will, in most cases, ask you to take direct action rather than intervene. In such instance, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in our sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. We also reserve the right to audit your application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.

Effect of Termination. All provisions of these Terms of Use which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, data use, payment (to the extent any payment obligations remain outstanding), warranty disclaimers, indemnity and limitations of liability. Termination or cancellation of these Terms of Use by either party may result in the forfeiture and destruction of all information and data associated with your Product. We reserve the right, including after termination, to access, read, preserve, and disclose any information, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Use, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.

REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIMITATIONS OF LIABILITY.

Representations and Warranties. You represent, warrant, and covenant that (i) you shall only use the APIs in accordance with a these Terms of Use and any relevant documentation provided by InVision; (ii) your Product is and will remain compliant with all applicable laws, rules, and regulations; (ii) you own, or have appropriately licensed, all rights, title, and interest in and to your Product; (iii) you have secured all necessary rights in user personal information and user-supplied content as may be necessary to permit the access, use, and distribution thereof as contemplated by these Terms of Use; and (iv) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the APIs or App Store anything that: (A) is unlawful, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; (C) constitutes unauthorized or unsolicited advertising, junk, or bulk email ("spamming") or otherwise violates federal CAN-SPAM regulation (you are responsible for complying with CAN-SPAM, including without limitation for supplying an "Unsubscribe" link in any emails required to include such link); or (D) contains any personally identifying information subject to specialized security regimes, including without limitation personal financial information subject to the Gramm-Leach-Bliley Act of 1999, personal health information subject to the Health Insurance Portability and Accountability Act ("HIPAA"), and credit card information subject to the standards promulgated by the PCI Security Standards Council ("PCI"), and their international equivalents.

Third-Party Tools. The APIs and App Store may permit you to link to other websites, services, or resources on the Internet, and other websites, services, or resources may contain links to the APIs or App Store. When you access third-party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Disclaimers and Limitations of Liability. InVision will not be responsible or liable for anything attributable to your or any third party’s products, services, negligence, willful misconduct, breach of these Terms of Use, or other unauthorized access or use.To the fullest extent allowed by applicable law, you release us from all liability for your use of the APIs or App Store. We make no representations or warranties concerning any APIs, and we will not be responsible or liable for the material contained in or accessed through the APIs, any customer or user account, or the App Store.Availability. We do not guarantee that the APIs will be available, or that any API that is available is or will continue to be accurate.

THE APIs, APP STORE, PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE APIs, APP STORE, OR PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE APIs, APP STORE, OR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE THE APIs, APP STORE, OR PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE APIS APP STORE, OR PLATFORM IS SOLELY AT YOUR OWN RISK.

You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor". Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may have other rights which vary from jurisdiction to jurisdiction.

Indemnification. You are solely responsible for your conduct and your data related to the APIs and App Store. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) your misuse of the APIs, Platform, App Store, user-supplied content, user personal information, or otherwise from your violation of these Terms of Use, (ii) your infringement of any intellectual property or other right of any person or entity, or (iii) any use of your Product (including InVision’s performance of security reviews). The foregoing indemnification obligation includes, but is not limited to, any dispute between you and a user of your Product. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY. IN NO EVENT SHALL WE, NOR OUR AFFILIATES, NOR OUR OR THEIR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF USE: (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF $500.00.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR OUR OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE API, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS THEN IN EFFECT, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL "SMALL CLAIMS" COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's Key, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the APIs or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.

30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 11, you must notify us in writing within 30 days of the date that you first accept these Terms of Use (unless a longer period is required by applicable law). Your written notification must be mailed to us at the following address: InVisionApp Inc. 41 Madison Ave, New York, NY 10010. If you do not notify us in accordance with this Section 11(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Used, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your user name; (iii) your mailing address and (iv) a statement that you do not wish to resolve disputes with us through arbitration. If we make any changes to the Arbitration and Class Action Waiver section of these Terms of Use (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending us written notice within 30 days of the change to the address set forth in this 13(b). It is not necessary to send us a rejection of a future change to the Arbitration and Class Action Waiver section of these Terms of Use if you had properly opted out of the arbitration and class-action waiver provisions in this Section 11 within the first 30 days after you first accepted these Terms of Use. If you have not properly opted out of the arbitration and class-action waiver provisions in this Section 11, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject. This notification affects these Terms of Use only; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Use shall not affect the other arbitration agreements between you and us.

Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

DMCA COMPLIANCE

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. The address of the Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

Procedure for Reporting Copyright Infringement: If you believe that material or content residing on or accessible through our websites, application, or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, email address;
  • A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
  • Please contact the Designated Agent to Receive Notification of Claimed Infringement for InVision at:

InVisionApp Inc.
41 Madison Ave.
New York, NY 10010
support@invisionapp.com

MISCELLANEOUS.

Governing Law and Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Use shall be resolved in New York County, New York.

Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the APIs, Platform or App Store (including without limitation, the availability of any feature, database, or content), with or without notice. If we make material changes to these Terms of Use that negatively affect you we will notify you by posting a notice or new version of these Terms of Use on our website, or by sending you notice via email or by another appropriate means of electronic communication (or a specific announcement on this page or on our blog). Any modifications to this Terms of Service will be effective upon our posting of the new terms (or as otherwise indicated at the time of posting) or on the Effective Date set forth in the modified Terms of Service. We may also impose limits on certain features and services or restrict your access to parts or all of the APIs without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the APIs following notification of any changes to these Terms of Use constitutes acceptance of those changes, which will apply to your continued use of the APIs going forward. Your use of the APIs is subject to the Terms of Use in effect at the time of such use.

Entire Agreement and Severability. These Terms of Use are the entire agreement between you and us with respect to the APIs, your Product and your use of the App Store, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the APIs. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of InVision to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Subcontractors. We use subcontractors to provide certain aspects of our services subject to appropriate obligations of security, confidentiality and compliance with applicable laws. We remain responsible for our subcontractors’ compliance with these Terms of Use with respect to their services provided hereunder to the same extent that we are liable hereunder.

Assignment. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent; provided, however, that you may assign these Terms of Use without our consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Except as otherwise stated herein, electronic notices should be sent to support@invisionapp.com. You acknowledge and agrees that InVision may occasionally send notices to you regarding your Key or the APIs via email or via any developer portals.

Prohibited Transactions. InVision is generally prohibited from providing services to parties located in countries that are the target of U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) and to parties that are included on U.S. sanctions lists (and applicable foreign equivalents). You represent that you are not subject to any of the foregoing sanctions or prohibitions. We reserve the right to refuse transactions in compliance with sanctions administered by OFAC (and its equivalents).

No Waiver. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Open Source. The Platform and APIs may contain or be distributed with open source software or other third-party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of InVision set forth in these Terms of Use do not extend to any open source software or such other third-party software which may be made available by InVision, or otherwise obtained or used by you. You agree that all open source software or such other third-party software shall be and shall remain subject to the terms and conditions under which it is provided, and you shall be responsible for compliance with such terms. To the fullest extent possible, InVision disclaims all warranties and liability regarding such open source and third-party software in accordance with the terms of these Terms of Use. You can find more information about the open source used in the Platform and APIs here.

Federal Government End Use Provisions. We provide the APIs, including related software and technology, for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the APIs include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with InVision to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

Other. Any claim related to these Terms of Use or the APIs must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use.

Contact. You may contact us at the following address: InVisionApp Inc. at support@invisionapp.com or 41 Madison Ave, 25th floor, New York, NY 10010.

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