Terms of Service (User Agreement)

Introduciton

Welcome to datainvision. This User Agreement (“Agreement”) is a legally binding agreement between you (“you” or “user”) and Smart Solutions, SIA (“datainvision”, “us”, “we”), governing your access to and use of the Services (as defined below), the servers used by the Site, and any and all information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services.

Please read this Agreement, Data processing agreement and Privacy Policy carefully. By accessing and using the Services in any manner, you are accepting and agreeing to be bound by this User Agreement. User Agreement should be read in conjunction with datainvision’s Data processing agreement, Privacy Policy and Software as a Service Agreement (if applicable). If you do not agree to these terms, you may not access the services.

For the purposes of this User Agreement, “you”, “your” or similar terms means the person or legal entity accessing or using the Services or Site. If you are accessing and using the Services or Site on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this User Agreement.

Privacy Policy reserves the right, at any time, to update and change any or all of this User Agreement, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If datainvision does so, it will post the modified User Agreement on the Site and will update the «Last Modified» date above. Continued use of the Services following the effective date of changes to this User Agreement shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the User Agreement, which are currently available at: TOS.

Definitions And Interpretations

“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees.

“GDPR” means European Union General Data Protection Regulation (“GDPR”).

“Master services agreement, Statement of work (MSA and SOW)” means a document by authorized representatives of the Parties in the form of a software as a service agreement or other document specifying, among other things, a description of the Services, the fees for your Paid Subscription (as defined below), the subscription term, and any other details specifically related to the Services.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Services” means datainvision services made available via datainvision proprietary platform and software delivered through the Site, and / or mobile applications.

“User” means a single subscription associated with a single log-in to the Site, assigned to one Authorized User.

“User Content” means all information and data, including Personal Data that you make available to datainvision to provide or improve the Services.

Services

Description of Services. datainvision enables companies to fully automate prediction process, including data gathering and cleaning, prediction model training and deployment in production with production data ETL, monitoring and recalibration as an ongoing cycle.

Availability of Services. You agree to use the Services subject to the terms and conditions of this Agreement, our Privacy Policy, Data processing agreement, and applicable MSA and SOW, solely for your internal business. datainvision shall use commercially reasonable efforts to make the Services available to you without interruption, 24 hours a day, seven days a week, except for any planned or unscheduled maintenance.

Trial Version. We may offer you access and use of the Services on a trial basis for a term set forth in the MSA and SOW.

Support. Customer and users support is provided as agreed in MSA and SOW.

Updates and Functionalities. datainvision may update the Services from time to time without prior notice to you, and such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content).

Supported Platforms. You acknowledge that the Services may incorporate information from Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. datainvision makes no warranty as to the reliability or accuracy of any data provided through the Services.

Use of the Services. As a condition of using the Services, you agree not to use the Services for any purpose that is prohibited by this Agreement or MSA and SOW. You are solely responsible for all of your activity in connection with the Services and that of your Authorized Users, and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree that you SHALL NOT:

• use the Services for any purpose other than solely for your internal business purposes;
• resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Services;
• allow more than you have Authorized Users to use the Services, or otherwise transfer your use rights to another party;
• modify, reverse engineer, decompile or disassemble the Services;
• upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
• copy, adapt, alter, modify, translate, or create derivative works of the Services without our prior written authorization;
• permit other individuals to use the Services, including but not limited to shared use via a network connection, except under the terms of this Agreement;
• circumvent or disable any technological features or measures in the Service for protection of intellectual property rights;
• use or access the Services to compile data in a manner that is used or usable by a competitive product or service;
• use of your datainvision account to engage in any illegal conduct;
• attempt to gain unauthorized access to the Services or its related systems or networks;
• or authorize, permit, or encourage any third party to do any of the above.

datainvision may, in its discretion, suspend or terminate your access to the Services for failure to abide by the terms hereof.

Account Security

You are solely responsible for activity that occurs on your account and it is your responsibility to maintain the confidentiality of your username and password. You are also responsible for immediately notifying us of any unauthorized use of your account, or breach of your account information or password. We will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorneys’ fees for your failure to safeguard user and password information and/or promptly notify us about unauthorized use of your account or breach of your account information or password.

User Content

By transmitting or submitting any User Content while using the Services, you affirm, represent and warrant that such transmission or submission is (a) not in violation of any applicable laws, including applicable data protection laws, contractual restrictions, intellectual property rights or other third party rights, and that you have obtained all permits and explicit consents from the relevant third party before providing personal data to datainvision, in accordance with the applicable data protection law; and (b) free of viruses, adware, spyware, worms or other malicious code.

All Services shall be in conformity with safety and security standards and procedures consistent with Good Industry Practice for the prevention of unauthorized access or loss of the User Content.

Customer Feedback

You may from time to time provide suggestions, comments or other feedback to datainvision with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for datainvision notwithstanding anything else. You shall, and hereby do, grant to datainvision a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

Subscribtion And Payment

Subscription. You may access and use the Site and/or Services either on a trial basis, if applicable, or based on a paid subscription (“Paid Subscription”), in each case on the terms set forth in your MSA and SOW. Paid Subscriptions are billed in advance and are non-refundable for the subscription period for which they are purchased.

Payment Methods. All fees shall be paid via wire transfer and shall not be reduced by any wire transfer fee, processing fee, or other fee pertaining to the rendering of payment.

Late Payments. If any amounts due hereunder are not received by datainvision within 10 days after the due date for any reason, then, at datainvision's discretion, such amounts may accrue interest at the rate of 18 % per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. datainvision reserves the right to suspend your access to the Services, in its discretion, for failure to timely pay the balance.

Term And Termination

Paid Subscription. If you signed-up for a Paid Subscription, this Agreement shall commence on the day you first access the Services and shall continue until your account is cancelled as set forth herein.

Auto-Renewal and Cancellation. Your Paid Subscription will automatically renew at the end of its current term, for another term of the same length, unless you cancel it prior to the commencement of such new term.

Termination. If you violate these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to datainvision , we can terminate or suspend the Services in our sole discretion.

Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by datainvision. Without prejudice to the foregoing, unless stated otherwise in the MSA and SOW all Subscription Fees are non-refundable.

Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, datainvision EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, datainvision SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, datainvision DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM datainvision OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. datainvision DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING USER CONTENT OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. datainvision IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. datainvision EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Idemnification

You shall defend, indemnify, and hold harmless datainvision, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (b) your breach of Section 3 of this Agreement.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL datainvision’s AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. datainvision DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL datainvision, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL datainvision BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF datainvision WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF datainvision FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF datainvision, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF datainvision; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

General

Governing Law. Jurisdiction. Any dispute arising from this Agreement shall be governed by the laws of Republic of Latvia. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE GENERAL COURT LOCATED IN REPUBLIC OF LATVIA. Any cause of action you may have with respect to your use of the Service must be commenced within one (1) year after the claim or cause of action arises. A printed version of this agreement shall be admissible in judicial or administrative proceedings.

Waiver. No waiver by datainvision of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of datainvision to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

Severability. If for any reason a court of competent jurisdiction finds any provision of this agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. If such provision cannot be enforced, it shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

No Class Actions. All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.