- Use of Services
1.1 You may only access and use the Services if You have paid for a software subscription for Viscovery Services. Viscovery grants You a limited, revocable, non-exclusive, non-transferable license to access and use the applicable Services solely and exclusively for Your internal business purposes.
1.2 You agree to use the Services only for the management and operation of Your business and not directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services; (b) modify, translate, or create derivative works based on the Services; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (c) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive with the Services; (d) remove or obscure any proprietary notices or labels from the Services; (e) use the Services for any fraudulent undertaking or in any manner that could damage, disable, overburden, impair or otherwise interfere with Viscovery’s provisioning of the Services; (f) violate or breach any operating procedures, requirements or guidelines regarding Your use of the Services that are posted on or through the Viscovery Platform or otherwise provided or made available to You; (g) alter, distribute, license, resell, transfer, assign, rent, lease, timeshare or otherwise commercially exploit the Services to any third- party or provide it as a service bureau; (h) conduct any penetration or vulnerability testing on the Services or network; or (i) copy any features, functions, text or graphics of the Services, including without limitation, the structure, sequence or organization of the user interface.
- Intellectual Property Rights and Trademarks
2.1 Viscovery or its suppliers shall be the right holders or owners of all technologies, patents, trademarks, copyrights, trade secrets, and all other intellectual property rights of the Services. You shall use such intellectual property rights in the manner as agreed in the order stated in the Section 1 above. The intellectual property rights derived from or related to the Services shall all be owned by Viscovery. You shall not apply to any relevant authorities for registration of the patent rights, copyrights, or other intellectual property rights.
2.2 You agree to authorize Viscovery to use Your name, trademarks, and other symbols for the purpose of promotion and marketing of the Services during the term of this Agreement.
2.3 You agree to authorize Viscovery to use image data collected from the Services for internal use and product optimizations. Intellectual properties derived from the collected image data as part of Viscovery’s product optimizations and enhancements are the property of Viscovery.
Both parties agree that any non-public information or documents provided by the other party that becomes known to or in the possession of both parties from this cooperative relationship shall be deemed trade secrets and other confidential information. Such information or documents shall be kept confidential and shall be protected by appropriate measures with the due care of a good administrator. No party may directly or indirectly disclose or make available to any third parties, or use the confidential information for its benefits or benefits of others other than the purposes of this Agreement, without the prior written consent of the other party or except for the purposes of fulfilling the obligations under this Agreement or fulfilling statutory obligations.
- Limitation of Liability and Disclaimer of Warranties
4.1 Except for the express warranties set forth herein, Viscovery and its third-party providers hereby disclaim all express or implied warranties with regard to the Services, including but not limited to any implied warranties of client ability, fitness for a particular purpose, title, non-infringement and quality. Viscovery and its third-party providers make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services or the results you may obtain by using the Services. Without limiting the generality of the foregoing, Viscovery and its third-party providers do not represent or warrant that (a) the operation or use of the services will be timely, uninterrupted or error-free; or (b) the quality of the Services will meet Your requirements. You acknowledge that neither Viscovery nor its third- party providers control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Viscovery is not responsible for any delays, delivery failures, or other damage resulting from such problems. Without limiting the foregoing, Viscovery does not warrant or guarantee that any or all security attacks will be discovered, reported or remedied, or that there will not be any security breaches by third parties. Except where expressly provided otherwise by Viscovery, the Services are provided to You on an “as is” and “as available” basis. No oral or written information or advice given by Viscovery or its authorized representative shall create a warranty.
4.2 In no event will Viscovery be liable under any contract, negligence, strict liability or other theory: (a) for any indirect, exemplary, incidental, special or consequential damages; (b) for loss of use, inaccuracy, cost of procurement of substitute goods, services or technology, loss of profits, data or business interruption; or (c) for any matter beyond its reasonable control, whether or not foreseeable, even if Viscovery has been advised of the possibility of such loss or damage, and even if a remedy set forth herein has failed its essential purpose.
4.3 To the maximum extent permitted by applicable law and rules, Viscovery’s aggregate liability to You or any third parties in any circumstance is limited to one hundred US dollars ($100).
You agree to defend, indemnify and hold harmless Viscovery and its directors, officers, employees, affiliates and agents from and against any claims, liability, damages, expenses and costs, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) Your breach or alleged breach of this Agreement, TOS, the Privacy Statement or any other policy issued by Viscovery; (b) the intellectual property rights of any person; (c) any applicable laws or rules; and (d) Your access to, use or misuse of the third-party content or Services. Viscovery will provide notice to You of any such claim, suit, or proceeding. Viscovery reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, You agree to cooperate with any reasonable requests assisting Viscovery’s defense of such matter.
- Consent to Use of Data
You agree that Viscovery may collect and use technical data and related information—including but not limited to technical information about Your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to You (if any) related to the Services. Viscovery may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.
Viscovery may deploy upgrades, updates or replacement solutions (“Updates”) to any Services without seeking Your permission or consent, and as a result of any such deployment, You may not be able to use the Services (or certain features of the Services) until the Updates are fully installed or activated. For purposes of this Agreement, each Updates is part of the Services. Updates may include the addition or removal of any feature or specific functionality provided by the Services, or even the complete replacement of the Services, and the content, features and functionality of the updated Services may be determined by Viscovery in its sole discretion. Viscovery is not required to provide an option for You to reject or delay an update. However, in any event, You may be required to download, allow the installation of, or activate all available Updates in order to obtain the maximum benefit from the Services. Viscovery may cease providing support for the Services until You accept and install or activate any Updates. Viscovery may determine when Updates are available and whether they are correct, and are not obligated to provide any updates to You.Viscovery may, in its sole discretion, discontinue providing Updates to any version of the Services that is not the most current version, or may discontinue providing Updates to the Services that are required to use any version of the operating system, email program, browser program, and other software that is compatible with the Services’ designation.
This Agreement is effective until terminated by You or Viscovery. Your rights under this Agreement will terminate automatically if You fail to comply with any of its terms.
9.1 The R.O.C. laws shall govern the interpretation, litigation, and performance of this Agreement, and Taiwan Taipei District Court shall be the court of first instance.
9.2 Where any provision of this Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the other provisions of this Agreement shall not be affected. The parties shall act in good faith in accordance with the relevant laws, regulations, and common practices of the R.O.C. with respect to the matters not agreed upon in this Agreement.
9.3 Neither party may transfer or assign the rights and obligations under this Agreement without the prior written consent of both parties. Except as otherwise provided herein or in writing by both parties, this Agreement shall be binding on both parties and their respective successors and assigns.
9.4 Where You breach this Agreement and incurs Viscovery’s need to initiate litigation, You shall bear the attorney’s fees of Viscovery arising out of this Agreement.
Effective: February 15, 2023