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Terms of Service for Exmergo Viz

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Exmergo, Inc. ("Exmergo," "we," "us," or "our"). These Terms govern your access to and use of the Exmergo Viz service, website, and any associated software (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. By agreeing to these Terms, you also acknowledge that you have read, understood, and agree to our Privacy Policy, which is incorporated by reference into this agreement. If you do not agree to all of these Terms and the Privacy Policy, you may not use the Service.

2. Description of the Service

Exmergo Viz is a software-as-a-service platform that allows users to upload data and use artificial intelligence ("AI") agents to generate insights, queries, and data visualizations. The Service includes features for creating, managing, and sharing dashboards.

3. User Accounts

  • Account Creation: To access most features of the Service, you must register for an account. You may register using email or a supported third-party service (e.g., Google, Microsoft). You agree to provide accurate and complete information and to keep this information up to date.
  • Account Responsibility: You are solely responsible for all activities that occur under your account and for keeping your account credentials confidential. You must notify Exmergo, Inc. immediately of any unauthorized use of your account.
  • Account Tiers: The Service may be offered in different tiers (e.g., Guest, Free, Pro). The features, limits (such as storage, file count, or message count), and fees associated with each tier are determined by Exmergo, Inc. and may change.

4. User Content and Responsibilities

  • Ownership of Uploaded Data: You retain full ownership of the data files you upload to the Service ("User Content"). Exmergo, Inc. does not claim any ownership rights in your User Content.

  • Responsibility for User Content: You are solely responsible for your User Content and the consequences of uploading and processing it. By uploading User Content, you represent and warrant that:

    1. You own the User Content or have all necessary rights, licenses, consents, and permissions to use it in connection with the Service.
    2. Your User Content does not and will not infringe upon, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, or any other intellectual property or proprietary right.
    3. Your User Content does not contain any data that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense.

  • Prohibited Data: You agree not to upload any data that is subject to specific data protection regulations, including but not limited to Protected Health Information (PHI) under HIPAA, or financial information subject to PCI-DSS, unless you have entered into a separate, written agreement with Exmergo, Inc. to handle such data.

5. Acceptable Use

You agree not to misuse the Service. You will not, and will not permit any third party to:

  • Reverse engineer, decompile, or otherwise attempt to discover the source code of the Service.
  • Use the Service to build a competitive product or service.
  • Introduce any viruses, worms, or other malicious code into the Service.
  • Interfere with or disrupt the integrity or performance of the Service or its data.
  • Attempt to gain unauthorized access to the Service or its related systems.

6. Intellectual Property

  • Our Service: Exmergo, Inc. and its licensors own all right, title, and interest in and to the Service, including all related intellectual property rights. This includes the user interface, our logos, and the underlying platform code.
  • AI-Generated Content: The Service uses AI to generate content, including but not limited to visualization code ("Generated Content"). Exmergo, Inc. grants you a worldwide, perpetual, non-exclusive, royalty-free license to use, copy, modify, and distribute the Generated Content created in your account for your own business purposes. You are solely responsible for validating the accuracy and security of all Generated Content before use.
  • Feedback: If you provide Exmergo, Inc. with any feedback or suggestions regarding the Service, you hereby grant us an unlimited, irrevocable, perpetual, and royalty-free license to use such feedback for any purpose without any obligation to you.

7. Published Dashboards and Sharing

The Service allows you to publish a read-only version of your dashboards. By publishing a dashboard, you acknowledge and agree that:

  • You are creating a publicly accessible snapshot of your visualizations and the results of the queries used to create them.
  • Your original, raw User Content is not made public.
  • You are solely responsible for ensuring that the data visible in your published dashboard is appropriate for public viewing.
  • Exmergo, Inc. reserves the right to remove any public content at our discretion, particularly if it violates these Terms.

8. Disclaimers and Limitation of Liability

  • "AS IS" SERVICE: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  • NO GUARANTEE OF ACCURACY: YOU ACKNOWLEDGE THAT THE AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR "HALLUCINATIONS." EXMERGO, INC. DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INCLUDING GENERATED CONTENT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND TESTING ALL GENERATED CONTENT BEFORE USE OR RELIANCE.

  • LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXMERGO, INC., ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR USE OF THE SERVICE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (III) ANY BUGS, VIRUSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY.

    IN NO EVENT SHALL EXMERGO, INC.'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNTS PAID BY YOU TO EXMERGO, INC. FOR THE PAST SIX MONTHS OF THE SERVICE IN QUESTION.

9. Indemnification

You agree to defend, indemnify, and hold harmless Exmergo, Inc., its affiliates, officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from your use of the Service or your violation of these Terms, including any claim arising from your User Content.

10. Copyright Infringement and DMCA Policy

Exmergo, Inc. respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (DMCA), we will respond expeditiously to claims of copyright infringement committed using the Service that are reported to our Designated Copyright Agent.

A. Takedown Notice

If you are a copyright owner or are authorized to act on behalf of one, please report alleged copyright infringements by submitting a DMCA Notice of Alleged Infringement to our Designated Copyright Agent. Your notice must include:

  1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material that is claimed to be infringing, with sufficient detail for us to locate it.
  4. Your contact information, including address, telephone number, and email address.
  5. A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
  6. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

B. Counter-Notice

If you believe your content was removed by mistake or misidentification, you may send a Counter-Notice to our Copyright Agent. Your Counter-Notice must include:

  1. Your physical or electronic signature.
  2. Identification of the content that was removed and where it was located before removal.
  3. A statement under penalty of perjury that you have a good faith belief that the content was removed as a result of mistake or misidentification.
  4. Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of the federal court in Wilmington, Delaware, and that you will accept service of process from the person who provided the original infringement notification.

C. Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are determined to be repeat infringers.

D. Designated Copyright Agent

Our Designated Copyright Agent can be contacted for notice of claimed infringement at:

  • Attn: Copyright Agent, Exmergo, Inc.
  • Address: 1111B S Governors Ave # 58620, Dover, DE 19904
  • Email: copyright@exmergo.com

11. Termination

  • By You: You can stop using the Service at any time.
  • By Exmergo, Inc.: We may suspend or terminate your access to the Service at any time, with or without cause or notice, for any reason, including if we believe you have violated these Terms.
  • Effect of Termination: Upon termination, your right to use the Service will immediately cease. Exmergo, Inc. will permanently delete your account and all associated data, including your User Content, as part of our standard operating procedures.

12. Fees, Payment, and Subscriptions

A. Paid Services

Certain features of the Service may be offered on a paid subscription basis ("Paid Services"). By selecting a Paid Service, you agree to pay Exmergo, Inc. the subscription fees indicated for that service, plus any applicable taxes. The features and prices of our Paid Services are described on our website.

B. Billing and Automatic Renewal

We will bill you for Paid Services in advance on a recurring basis, based on the billing cycle you select (either monthly or annually). YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNLESS YOU CANCEL IT THROUGH YOUR ACCOUNT SETTINGS OR BY CONTACTING US BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to a free version of the Service.

C. Price Changes

Exmergo, Inc. reserves the right to change the fees for our Paid Services at any time. We will provide you with reasonable prior notice of any fee changes, for example by sending an email to the address associated with your account. Price changes will take effect at the start of the next subscription period following the date of the change.

D. No Refunds

PAYMENTS ARE NON-REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, you will continue to have access to the Paid Service through the end of your current billing period.

E. Payment Failures

If your payment method fails and you do not update your payment information in a timely manner, we may suspend your access to the Paid Services. If the payment is not successfully settled within a reasonable time period, Exmergo, Inc. may downgrade your account or terminate your access to the Service.

13. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

A. Agreement to Arbitrate

This Dispute Resolution and Arbitration provision applies to any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, “Disputes”). You and Exmergo, Inc. agree that any and all Disputes shall be settled by binding arbitration, with the following exceptions:

  1. Each party retains the right to bring an individual action in a small claims court.
  2. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

B. Class Action Waiver

YOU AND EXMERGO, INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Exmergo, Inc. agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

C. Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The AAA Rules are available at www.adr.org.

D. 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration section by sending written notice of your decision to opt out to legal@exmergo.com within 30 days of first accepting these Terms. Your notice must include your name and address, the email address you used to set up your Exmergo Viz account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms will continue to apply. If you do not opt out, you will be bound by this agreement to arbitrate.

14. Governing Law

These Terms and any dispute arising out of or related to them or the Service shall be governed by and construed in accordance with the laws of the State of Delaware in the United States of America, without regard to its conflict of law provisions.

15. Changes to Terms

Exmergo, Inc. reserves the right to modify these Terms at any time. If we make material changes, we will provide you with notice through the Service or by other means. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

16. Contact Us

If you have any questions about these Terms, please contact Exmergo, Inc. at: support@exmergo.com