Terms of Service

01Agreement to these terms

These Terms of Service ("Terms") govern access to and use of the Visbi platform and website. Visbi is a product operated by Innovatics, based in Knoxville, Tennessee, USA [ full registered entity name, no. & street address ] ("Visbi", "we", "us"). By using Visbi or signing an order form, you agree to these Terms. If you're agreeing on behalf of an organization, you confirm you're authorized to bind it.

02Definitions

• Service: the Visbi platform, edge software, dashboards, and related services.
• Customer: the organization that subscribes to the Service.
• Customer Data: footage and data from the Customer's environment, and the insights derived from it.
• Order Form: the document setting out scope, locations, and fees.

03The Service

Visbi turns a Customer's existing cameras into anonymized operational insight, service, speed, throughput, staffing, and safety signals, processed on-site. The specific scope, locations, and features are set out in the applicable Order Form. We may improve or modify the Service, and will not materially reduce core functionality during a paid term without notice.

04Eligibility & accounts

You must provide accurate account information and keep credentials secure. You're responsible for activity under your accounts. The Service is for business use by organizations, not consumers.

05Customer responsibilities: lawful deployment

Because Visbi operates on the Customer's cameras and premises, the Customer is responsible for lawful deployment. In particular, the Customer will:

• Obtain and maintain all necessary consents, notices, and legal bases for camera monitoring in its locations;
• Post any required signage and provide required notices to staff and visitors;
• Comply with all applicable privacy, surveillance, data-protection, and labor laws in the jurisdictions where it operates;
• Not deploy Visbi in areas where monitoring is prohibited (e.g. restrooms, private spaces);
• Use insights responsibly and not as the sole basis for any adverse action against an individual; humans decide.

06Acceptable use

You will not: use the Service unlawfully; attempt to re-identify individuals or defeat anonymization; reverse-engineer or copy the Service; resell or provide it to third parties except as permitted; or use outputs to unlawfully surveil, profile, or discriminate. We may suspend use that poses a security, legal, or integrity risk.

07Data ownership & privacy

As between the parties, the Customer owns its Customer Data. The Customer grants Visbi a limited licence to process it solely to provide the Service. Visbi acts as processor under the Data Processing Agreement, and personal data is handled per our Privacy Policy. Visbi does not sell Customer Data.

08Intellectual property

Visbi and its licensors own all rights in the Service, including software, models, and documentation. No rights are granted except as expressly stated. Feedback you provide may be used to improve the Service without obligation.

09Confidentiality

The Customer will protect Visbi's confidential information and use it only to perform under these Terms, using at least reasonable care.

10Warranties & disclaimers

We provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" to the extent permitted by law, and we do not guarantee specific business outcomes, revenue, or savings. Insights are decision support; the Customer remains responsible for its operational decisions.

11Limitation of liability

To the fullest extent permitted by law, Visbi will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the total amounts paid or payable by the Customer to Visbi under the applicable Order Form during the twelve (12) months before the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.

12Term, suspension & termination

These Terms run for the term set out in the Order Form. Either party may terminate for material uncured breach. The Customer may request a copy of its Customer Data at any time during the term, and for a limited window after termination. On termination, access to the Service ends, and we will delete or return Customer Data in accordance with the DPA and the agreed retention schedule.

13Governing law & disputes

These Terms are governed by the laws of the State of Tennessee, United States, without regard to its conflict-of-laws rules, together with applicable U.S. federal law. The parties submit to the exclusive jurisdiction of the state and federal courts located in Knox County, Tennessee (Knoxville) for any dispute, subject to any alternative dispute-resolution process the parties agree in an Order Form.

14Changes to these terms

We may update these Terms; material changes will be posted here with a new date and, where appropriate, notified. Continued use after changes take effect means acceptance.