Terms and Conditions
Current as of: 20 December, 2024
General Introduction
1.1. Farsight Vision offers their customers a Business-to-Business (B2B) data analytics service under the Software-as-a-Service (SaaS) model, which enables Farsight Vision’s customers to analyse footage and interact with analytics and situational awareness tools (“Services”) and specialized hardware (“Device”). Services can be accessed through Farsight Vision’s own customer-facing application or through an application programming interface (collectively, “Farsight Vision Platform”).
1.2. These Farsight Vision Terms and Conditions (“Terms”) between LLC "FARSIGHTVISION" as the service provider (registry code 45562705; registered address at 24B Chornobaivska str., ap. 10, 79040 Lviv, Ukraine; “Farsight Vision”) and its customer as the recipient of the Services (“Customer”) set out the terms on the basis of which the Customer may order and use the Services, any application or functionality otherwise made available by Farsight Vision.
Provision of Services
2.1. General
2.1.1. Services provided by Farsight Vision to Customer will be specified in orders submitted by Customer, which are governed by these Terms (each, an “Order”). During the purchase process, Customer selects the relevant Order package, Order term, payment and other billing terms (which are further regulated under section 3), other specifications for the Services, etc. An Order placed by the Customer and the Terms in force at the time the Order is placed are collectively referred to as the Agreement. In case of a conflict between any Order and the Terms, the terms of the Order will prevail.
2.1.2. The Services consist of data analytics of the Customer’s data, provided under a SaaS model through the Farsight Vision Platform. Farsight Vision provides Customer with access to the Farsight Vision Platform, where Customer Users (as defined below) can request analytics to analyse footage and interact with analytics and situational awareness tools. If selected and thus agreed upon in a relevant submitted Order, Farsight Vision may provide the Customer with additional offered add-on Services, such as integration assistance services.
2.1.3. During the validity of the Agreement and subject to compliance by Customer with these Terms, Farsight Vision provides Customer with the right to allow employees, directors and officers of the Customer (“Customer Users”) to access and use the Services within the scope, limits and conditions specified in the Order. Customer may also amend the scope of the Services initially ordered in the submitted Order, which may be subject to modified payment and/or billing terms as regulated under section 3.
2.1.4. In order to access the Services, Customer Users must create an account (“Account”). Customer remains solely responsible for all access to and use of the Services through each Account opened for Customer Users. The user identification and password associated with any Account is confidential and may only be used by the Customer User associated with the Account. The Customer shall be responsible for the security and safekeeping of the access credentials of each Account. The Customer must immediately notify Farsight Vision if the Customer becomes aware of any unauthorised use of or access to the Services.
2.2. Conditions of Use
2.2.1. Customer will not, and will undertake to ensure that any Customer User will not:
(a) use or attempt to use the Services and Device except as expressly provided in this Agreement;
(b) resell or otherwise enable access to the Services and Device to any third party or Customer User outside of the Customer’s own legal entity or territory of operation;
(c) use the Services and Device in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services;
(d) alter, modify, reproduce, create derivative works of the Services and Device or any part or element thereof, or attempt to extract the source code thereof;
(e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the Services and Device or otherwise make the Services and Device available to any third party;
(f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services and Device;
(g) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any portion of the Services;
(h) interfere in any manner with the operation or hosting of the Services or attempt to gain unauthorised access to the Services and Device; or
(i) copy or attempt to copy, in whole or in part, any part of the Service and Device, or any copy thereof, including all software, database files, algorithms, and reports.
2.3. Changes to the Services and these Terms
2.3.1. Farsight Vision reserves the right, at any time, to modify and update the Services and Device, whether by making those modifications available on the Services and Device or by providing notice as specified in these Terms, provided that there is a reasonable justification for such amendments (e.g., due to changes in applicable laws, legitimate business interests of Farsight Vision, improvement of the Services and Device, and other features, etc.). Customer may terminate the Agreement governing such Services and Device upon written notice to Farsight Vision only if the modification materially degrades the functionality of the Services and Device. However, Customer will be deemed to have agreed to any and all modifications through Customer’s continued use of the affected Services and Device following the notice of modification.
2.3.2. Farsight Vision additionally reserves the right, at its sole discretion, to amend these Terms at any time, in particular if amendments are necessary to comply with legal obligations, due to changes in the Services and Device (in accordance with clause 2.3.1) or any other ordinary business activities. Farsight Vision will provide Customer with at least 30 days’ notice of any material modifications to these Terms by using the Farsight Vision Platform or the contact details communicated by Customer. For the avoidance of any doubts, the modifications to the functionality of the Services under clause 2.3.1 will not be deemed as material modifications.
2.3.3. If Customer does not agree with the material modifications to these Terms, Customer may terminate the Agreement by providing a notice to Farsight Vision before the modifications enter into force. If Customer continues to use the Services and Device after the deadline of 30 days has passed, it is considered that Customer has accepted the respective modifications to these Terms.
Fees and Payment
3.1. In consideration of the Services and Device, the Customer will pay Farsight Vision the amounts set forth in the Order, which will be calculated on the basis of selected Services and Devices and parameters (“Fees”). Fees can be based on the Customer’s actual usage, a subscription, or other fees as set out in the Order. All Fees are due and payable as indicated in each submitted Order, including as per the payment term and other billing terms as selected in the Order. Subscriptions will continuously renew for successive Order terms of equal length to the initial Order term chosen by Customer, unless either Party provides the other with a notice of non-renewal at least 30 days prior to the end of the then-current Order term. In case of amending the scope of the Services initially ordered pursuant to clause 2.1.3, Customer will also be presented any modification to the payable Fees on the Farsight Vision Platform. Upgrades will take effect immediately and be billed pro rata based on the number of days used in the Order term. Changes to Fees for downgrades will take effect at the beginning of the following Order term.
3.2. Farsight Vision reserves the right to change the Fees for any Services at any time prior to the automatic renewal of the Order term. If Customer does not accept any such Fee increase, Customer may end its Order to those Services by providing a notice of non-renewal. If the Customer does not end their Order, any Fee changes will become effective upon renewal of the applicable Order term.
3.3. In case of any late payment by the Customer, Farsight Vision shall be entitled to charge the Customer late payment interest on the overdue amount at the interest rate of 0.2% for each day of the delay until the outstanding debt owed is paid in full.
3.4. Unless otherwise indicated, the agreed Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature (“Taxes”). Customer is responsible for the payment of all Taxes associated with the Fees.
Delivery
Unless stated otherwise in Order, access to – or delivery of – the Services and Device will be provided as follows:
4.1. For software, and cloud Services: Farsight Vision will generally provide Customer with access to these Services through Customer’s Account.
4.2. Hardware Device will be shipped to the Customer. Transportation risks and costs will be assumed by Customer. If a hardware Device is not yet available or out of stock, Customer may be allowed to preorder it. When Customer preorders such hardware Device, Farsight Vision will deliver it as soon as reasonably practicable, on the basis of the nature of the Device and any manufacturing or delivering constraints. If Customer combines in-stock and pre-ordered Devices in the Order, all items will be shipped at once when all pre-ordered Devices are available, unless Farsight Vision agrees otherwise in writing.
Refunds
5.1. A Customer may receive a refund for any specific Order by submitting a request to contact@farsightvision.com according to the Customer’s right of withdrawal under applicable consumer protection law.
5.2. Notwithstanding the above, subscriptions to Services are non-refundable after a two month trial period.
Rights to Content
6.1. Customer Content
6.1.1. Customer is solely responsible for all information and content provided or made available by Customer and Customer Users (“Customer Content”). Farsight Vision will not be responsible or liable for Customer Content, except as expressly foreseen under these Terms (particularly under sections 6 and 7).
6.1.2. Customer Content may not:
(a) violate the Agreement or any applicable laws;
(b) be libellous, defamatory, obscene, abusive, pornographic or threatening;
(c) constitute an infringement or misappropriation of intellectual property or other rights of any third party;
(d) constitute an infringement of personal data protection laws;
(e) be false, misleading, or inaccurate;
(f) contain any viruses or other programming routines intended to damage the Services.
6.1.3. Customer hereby grants to Farsight Vision and its subcontractors a nonexclusive, royalty-free, worldwide right to use, store, copy (and reproduce), modify (and create derivative works), translate, display, and distribute all Customer Content as necessary to provide the Services and to perform the other Services under the Agreement.
6.2. Farsight Vision’s content and intellectual property rights
6.2.1. Other than Customer Content, all data, information, and other content available through the Services (“Farsight Vision Content”) is owned by Farsight Vision or Farsight Vision’s subcontractors and is provided as part of the Services. Subject to compliance with the terms of the Agreement, Customer and Customer Users may access the Farsight Vision Content through the Services solely for purposes of accessing and using the Services as permitted herein. The Customer is granted a non-exclusive worldwide sub-licensable and assignable license to the results generated from Customer Content on the Farsight Vision Platform for the entire period of validity of protection of such rights. Except as set forth in the Agreement, neither Customer nor any Customer Users are granted any other licenses or rights in or to any Farsight Vision Content or any intellectual property therein or related thereto.
6.2.2. Customer acknowledges that a fundamental component of the Services is the training and use of machine learning or other process, and generating performance metrics for the purpose of providing and improving Farsight Vision’s products and services. For this purpose, Farsight Vision may collect information related to the Customer provided that such information is aggregated, de-identified or anonymized (“Aggregated Training Data”), to train its algorithms through machine learning techniques, monitor and improve performance, develop the Services, or for any other lawful purposes. Farsight Vision may also collect data about Customer and Customer Users’ interactions with the Services to generate analytical information and statistics on the use of Farsight Vision’s Services (“Usage Data”), with the aim of further developing and improving the Services. Aggregated Training Data and Usage Data will be the property of Farsight Vision.
6.2.3. Farsight Vision and its providers retain all right, title and interest, including all intellectual property rights in and to the Services, Farsight Vision Content, Aggregated Training Data, Usage Data and any updates, upgrades, enhancements, modifications, and improvements thereto, whether developed, created, or made by either party or any Customer User, alone or with any third party. The customer receives no ownership interest in or to any of the foregoing. Customer is not granted any right or license to use any of the foregoing, apart from Customer’s ability to access the Services and Farsight Vision Content as specified in the Terms.
Personal Data Protection
7.1. The Parties acknowledge that the Farsight Vision may process certain personal data on behalf of the Customer while providing the Services. The personal data shall be processed in accordance with the personal data processing agreement, if applicable.
7.2. Customer remains responsible for personal data and for ensuring that it has a valid legal basis to process and instruct Farsight Vision to process personal data as permitted under the DPA.
Confidentiality
8.1. Each party (the “Recipient”) may receive Confidential Information from the other party (the “Discloser”) during the validity of the Agreement.
8.2. “Confidential Information” means all information provided or disclosed by Discloser regarding Discloser’s business, technology, or other affairs, whether in oral, written, or electronic form, that is either:
(a) designated as confidential (or similar);
(b) of a nature such that a reasonable person would recognize it as confidential; or
(c) disclosed under circumstances such that a reasonable person would know it is confidential.
All Farsight Vision Content, Aggregated Training Data, Usage Data and the Agreement shall constitute the Confidential Information of Farsight Vision.
8.3. The following information will not be considered Confidential Information:
(a) information that is publicly available through no fault of the Recipient;
(b) information that was known by Recipient prior to commencement of discussions regarding the subject matter of the Agreement;
(c) information that was independently developed by Recipient; and
(d) information rightfully obtained by Recipient without continuing restrictions on its use or disclosure.
8.4. Recipient agrees to protect from disclosure such Confidential Information with the same degree of care that it affords its own confidential information, but in no event with less than reasonable care. The Recipient will also refrain from disclosure of any Confidential Information to any third party, except for its professional advisers, employees and contractors as necessary for the performance or use of the Services under the Agreement. Recipient may also disclose Confidential Information to the extent necessary to comply with an order or requirement of a government authority, provided that Recipient promptly notifies Discloser and allows Discloser sufficient time to oppose such disclosure, unless such notification is prohibited under applicable laws.
8.5. Customer acknowledges and confirms that the generation and use of Aggregated Training Data by Farsight Vision in accordance with clause 6.2.2 does not constitute a breach of the confidentiality obligation.
8.6. The Parties undertake to ensure that their representatives, employees and contractors, and any Customer Users acting on behalf of the Customer, who will have access to Confidential Information, are informed of the confidentiality obligation and are bound by a confidentiality obligation at least equivalent to the obligation hereunder.
8.7. This section will remain in force for the duration of the Agreement and for 5 years after its expiry, and thereafter shall continue for as long as information remains Confidential Information under clause 8.2.
Customer Support
9.1.Subject to the Agreement, Farsight Vision offers support services subject to the following conditions:
9.1.1. By e-mail – at contact@farsightvision.com;
9.1.2. By telephone – at +380634435983.
9.2. Farsight Vision will only provide support to correct any faults in the Services where the Customer User cannot resolve the faults on the basis of documentation already provided by Farsight Vision. Generally, Farsight Vision provides user support during normal business hours (between 09:00 and 18:00 Ukrainian local time) and on Saturdays between 11:00 and 15:00 (Ukrainian local time) at no extra cost unless otherwise agreed in the Order. Farsight Vision does not provide support for the purposes of training the Customer’s Users on how to use the Services or any other related personal consulting. However, the Customer may order these add-on Services under a separate agreement.
Warranties and Disclaimers
10.1. Each Party represents and warrants to the other that:
(a) it has the legal right and authority to enter into the Agreement;
(b) the Agreement forms a binding legal obligation on its behalf; and
(c) it has the legal right and authority to perform its obligations under the Agreement and to grant the rights and licenses described in these Terms.
10.2. Customer represents and warrants to Farsight Vision that:
(a) Customer’s use of and access to the Services will comply with all applicable laws and will not cause Farsight Vision or its providers to violate any applicable laws;
(b) it is a professional buyer of Services and Device and has evaluated and confirmed the suitability of Services and Device to its needs. For the avoidance of doubt, Farsight Vision is not responsible for evaluating the suitability of the Services and Device to the Customer’s sector of operation and the compliance of the Services and Device for the specific legal requirements applicable to the Customer.
10.3. Farsight Vision makes all reasonable efforts to ensure the high quality, security and availability of Services and Device, but provides no warranty that (i) Services and Device are uninterrupted, error-free or secure, or (ii) the Services and Device are compatible with all hardware and software configurations, or (iii) the Services and Device meet all of Customer’s requirements and needs, or (iv) the implementation, documentation or instructional materials for the Services and Device are complete and error-free.
10.4. The Services, Device and Farsight Vision Content are provided “as is” and “as available”, and Farsight Vision makes no other warranties regarding the Services and Device. All other warranties except those given under these Terms regarding the Services and Device are excluded, including any warranties as to the suitability or fitness of the Services and Device for any particular purpose of the Customer, or as to the merchantability, title or non-infringement. Farsight Vision and its providers do not warrant or guarantee the accuracy, completeness, adequacy or currency of any services or technology.
Indemnification and Liability
11.1. Customer will, at Customer’s own expense, indemnify, defend, and hold Farsight Vision harmless from and against any and all claims, costs, damages, liabilities, and expenses (including attorneys' fees, court costs, damage awards, and settlement amounts) based on or arising out of (a) the access to or use of the Services by Customer or any Customer User; (b) Customer Content; or (c) breach of any representation or warranty or other provision of the Agreement by Customer.
11.2. The Parties will not be liable for any indirect damages arising from any breach of the Agreement, including for loss of profits, business, and revenue, punitive damages or immaterial damages, including loss of goodwill. Farsight Vision will only be liable for direct patrimonial damages caused to the Customer as a result of the breach of the Agreement and only insofar as Farsight Vision is culpable for the breach.
11.3. The total cumulative liability of Farsight Vision in connection with the Agreement will not exceed 50% of the amounts actually paid by Customer to Farsight Vision under the relevant Order during the 12 month period immediately prior to the month in which the event giving rise to the liability occurred.
11.4. The limitations and exclusions of liability in this section shall not exclude or limit: (i) the Parties’ liability for death or personal injury caused by any employees, agents or other natural persons; (ii) the Parties’ liability caused by infringement of Intellectual Property rights, (iii) the liability of the Parties’ under the indemnities given in the Agreement (iv) any other liability of the Parties that cannot be excluded or limited under applicable law.
Term and Termination
12.1. Unless otherwise stated in the Order, the term of the Agreement begins on the date of placing of the Order by Customer. The Agreement will continue for an unspecified term, until the Agreement is terminated (including by providing a notice of non-renewal of the Order in accordance with section 3).
12.2. Either Party may terminate the Agreement effective immediately upon written notice to the other Party if the other Party materially breaches these Terms and fails to cure such material breach within 30 days following notice thereof from the non-breaching Party.
12.3. Without limiting Farsight Vision’s right to terminate the Agreement, Farsight Vision may also suspend access to any Account and any affected Service upon any actual, threatened, or suspected breach of the Agreement or any applicable law or upon any other conduct deemed by Farsight Vision to be unlawful or detrimental to Farsight Vision or any other third party. Farsight Vision will use commercially reasonable efforts to provide Customer with prior notice of any such suspension. The suspension of any Account or any affected Service shall be in force for as long as the Customer provides proof of compliance with the Agreement or any applicable law, and such proof is deemed appropriate by Farsight Vision at its sole discretion.
12.4. As a rule, no refund of any portion of any Fees shall be due upon termination of the Agreement.
Applicable Law and Jurisdiction
13.1. The Agreement and any documents relating thereto (including the Orders) shall be governed by and construed in accordance with the laws of Ukraine.
13.2. All disputes arising from or related to the Agreement or the use of Services shall be finally settled in the courts of Ukraine.
Notices
14.1. All notices and communications producing a legal effect under the Agreement shall be given at least in a format reproducible in writing and delivered as follows:
(a) If sent to Farsight Vision: contact@farsightvision.com;
(b) If sent to Customer: as specified under the Order.
14.2. Informative notices not producing a legal effect under the Agreement may be given orally.
Miscellaneous
15.1. Neither Party may assign or transfer the Agreement or any of the rights or obligations hereunder without the prior written approval of the other Party, provided however that the Agreement and/or the rights or obligations contained herein may be assigned without the Customer’s consent by Farsight Vision to any other entity who directly or indirectly, controls, is controlled by or is under common control with Farsight Vision.
15.2. Each Party shall comply with all export control and economic sanctions laws applicable to its performance under the Agreement.
15.3. The Parties shall act solely as independent contractors. The Agreement shall not be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Parties, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or in any other way.
15.4. All provisions of the Agreement which by their nature should survive termination will survive the termination of the Agreement, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
15.5. If any part of the Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect.
15.6. Any failure to enforce any provision of the Agreement will not be considered a waiver of the right to enforce such provision. Any waivers by must be made in writing or confirmed in writing.
15.7. The Agreement (including any Orders), contains the whole agreement and supersedes any prior written and oral agreements between the Parties relating to the subject matter of the Agreement.