Relationship and Scope
“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.
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
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;
- 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.
- 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
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 firstname.lastname@example.org following your discovery of any security vulnerabilities or breaches within your Developer Applications, or any unauthorized use of your Key or credentials.
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.
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.
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 by You. You have the option of requesting that we remove your Product from the App Store at any time by contacting us at email@example.com, and we will do so in a reasonable time frame.
REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIMITATIONS OF LIABILITY.
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.
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.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
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.
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:
41 Madison Ave.
New York, NY 10010
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.
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).
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.
Contact. You may contact us at the following address: InVisionApp Inc. at firstname.lastname@example.org or 41 Madison Ave, 25th floor, New York, NY 10010.