General Terms of Use

These General Terms of Use (“Terms”) are between Visions Computer Imaging Systems Ltd. (“Visions”, or “we”) and you (“Client” or “you”), and apply to your use of our products and Services, which references these Terms. These Terms set forth the terms and conditions that govern orders placed under this Terms, including any products or Services included on an order form entered into by the parties that incorporates these Terms by reference (each such document being an “Order Form”). These Terms are legally binding and are incorporated into each Order Form. Accordingly, by accepting the Order Form, you are accepting and agreeing to be bound by these Terms.

Updates to Terms

These Terms, including any Product-Specific Terms or Documentation incorporated by reference, are hosted online and may be updated by Visions from time to time. Visions will notify you of material changes by posting a notice in a banner on the Website or within the applicable solution platform/Website. Updates will be effective 30 days after such notice is posted, unless a later date is specified in the notice.

Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the changes. Visions may update non-material elements of the Terms (such as formatting, internal cross-references, or clarifications that do not substantively affect your rights or obligations) without prior notice.

Product Specific Terms

Certain Visions Services are subject to additional product-specific terms (the “Product-Specific Terms”). The current Product-Specific Terms are available at www.tryprodify.com/product-terms, and are incorporated by reference into these Terms. Visions may update the Product-Specific Terms from time to time, and such updates will become effective in accordance with the “Updates to Terms” section above.

If there is a conflict between these Terms and any applicable Product-Specific Terms, the Product-Specific Terms will control with respect to the relevant Service.

1. Definitions

Unless otherwise specified, the capitalized terms used in these Terms shall have the meanings set forth in this section.

“Visions NETWORK” refers to all marketing assets, platforms, and websites owned and operated by Visions, including but not limited to applications, analytics offerings, branded portals as well as Visions’ assets on third-party platforms.

“Content” means CAD, BIM, 3D models, Specs, Brochures, text, images, photos, audio, video, product information, marketing materials, presentation materials and all other forms of data or communication that are developed or provided to represent your company. “Your Content” means content that you submit to be posted, upload or transmit to the Site, such as contact info, featured products, product information, marketing materials, presentation materials, company descriptions etc. Your Content does not include the information that you submit in order to create an account on the Site.

“Third Party Content” means content that is made available on the Site by parties other than Visions NETWORK or the Registered Visitors, such as data providers and is further defined below.

“Site Content” means all of the Content that is made available through the entire Visions NETWORK, including Your Content, registered Visitor content, and Third Party Content.

“Client” and “you,” and corresponding forms such as “your” have the meaning set forth in the introduction to these Terms.

“Prodify Portal” means the self-service environment made available to Client through the Prodify platform for accessing analytics, billing, notifications, general company information, Prodify Core, and other client services, as further described in the Documentation. The analytics offerings, as they are or may become available through the Prodify Portal, are together referred to as the “Analytics Offerings”.

“Prodify Core” means the self-serve product information management (PIM) and digital asset management (DAM) functionality made available to Client within the Prodify Portal as part of Client’s subscription, enabling Client to manage its own product data and digital assets, as further described in the Documentation.

“Documentation” means the documentation that is found on our sales Site, which describes the Services provided pursuant to these Terms, as updated from time to time.

“Website” or “the Site” means https://www.caddetails.com, http://www.services.caddetails.com, http://dash.tryprodify.com, http://www.tryprodify.com as well as any other website owned or operated by Visions.

“Service” means any application, product or other service made available by or through Visions from time to time, including but not limited to analytics, content and product data management, content publishing, user management, notifications, and other client-facing features. Services may evolve over time, and certain legacy offerings may be retired (‘sunset’) and replaced with updated modules as communicated by Visions. “Subscription Service Term” means the contract term specified in the Order Form, unless earlier terminated. Subscription Service Term consists of the Initial Term and the Renewal Term specified in the Order Form. Effective Date means the beginning contract date set forth in the Order Form.

The terms “Visions” and “we”, and corresponding forms such as “us” have the meaning set forth in the introduction to these Terms.

“Visitor” is anyone who accesses, browses, crawls, scrapes, or in any way uses the Visions NETWORK.

“Product Family” means a group of related Products that a Client manages together within the Services (including Prodify Core). Each Product Family is the applicable billable unit under a Client’s package, and a Product Family may include an unlimited number of individual Products.

“Project” means a collection a Client creates within the Services (including Prodify Core) to organize and link Content, such as images, videos, or Product Families, for sharing or presentation purposes.

2. Prodify Portal

2.1  During the Subscription Service Term, and subject to sections 3.1 and 11.3 you may access the Prodify Portal. Information which may be provided in, or be linked to from, the Prodify Portal may include certain features, as described within our Documentation. Our Documentation as well as the branding, features and modules of the Prodify Portal may be updated from time to time to reflect changes to the Services. Please check the Documentation regularly for such updates.

2.2  The Prodify Portal includes access to Prodify Core, which provides Client with self-service PIM and DAM functionality for Client’s own product data and digital assets, in addition to the analytics, billing, notification, and general company information features described above.

3. User Accounts, and Privacy

3.1  For your security and the security of the data, you will immediately notify Visions of any unauthorized use of your password or account and you will not share your information with anyone. You further agree to implement reasonable security safeguards to protect any information you receive through the Services, subject to these Terms. You are responsible and liable for all activity undertaken under your account using your access credentials.

3.2  You represent and warrant that you are authorized to, and nothing prohibits you, from creating, accessing, and using an account on behalf of the business you represent. Through the Client registration process, you will establish a username and password for access to your online account. You are responsible for maintaining the confidentiality of your username, account data, and password.

3.3  You will comply with and by accepting these Terms, you agree to the Privacy Policy and requirements under applicable privacy laws and anti-spam laws. You agree not to use any personal information we provide you with for any unauthorized purposes. To view our Privacy Policy, please visit the following hyperlink: Privacy Policy.

3.4  You are solely responsible and liable for ensuring that you have gathered all necessary and appropriate consents, authorizations and rights required under applicable laws, including to upload, store, process, use and share Your Content, such as through any link-based sharing features of Services.

3.5  Applicable Laws, Privacy and Anti-Spam. You agree to comply with all applicable laws at all times, including privacy, data protection, and anti-spam laws, rules and regulations. You agree to use information set out in your Prodify Portal (including the Analytics Offerings) only for the purposes permitted by these Terms and our Privacy Policy and for no other purposes. We may suspend or terminate your account if we suspect, in our sole judgment, that you have engaged in activities in violation of these Terms or our Privacy Policy.

3.6  If we are required to provide information in response to a legal or government request relating to your account or your use of the Services, then you agree that we may charge you for our costs that arise from complying with our obligations relating to such request. These costs may include our reasonable fees and the costs of our employee time spent preparing the response to the request.

4. Exclusion of Warranties

4.1  VISIONS’ SITE, SERVICES, CONTENT, AND RELATED DOCUMENTATION, INCLUDING ANY ACTIVITY REPORT, ANALYTICS AND INFORMATION (INCLUDING ANY THIRD-PARTY INFORMATION SOURCES, SUCH AS ENRICHED FIRMOGRAPHIC DATA), ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VISIONS DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE CONTENT, MATERIALS, DOCUMENTS, REPORTS OR DRAWINGS AVAILABLE THROUGH THE PRODIFY PORTAL, ANY SERVICE, OR THAT THE PRODIFY PORTAL OR ANY SERVICE ITSELF WILL BE CORRECT, ACCURATE, TIMELY, AVAILABLE, COMPLETE, ERROR-FREE, RELIABLE, MADE AVAILABLE WITHOUT UNINTERRUPTED ACCESS, OR OTHERWISE. THE USE OF THE SITE IS ALSO AT YOUR SOLE RISK AND YOU ASSUME FULL RESPONSIBILITY FOR, AND UNDER NO CIRCUMSTANCES WILL VISIONS BE LIABLE FOR, YOUR ACTS OR OMISSIONS OR ANY COSTS ASSOCIATED WITH YOUR USE OF THE SITE, INCLUDING YOUR FAILURE TO OBTAIN NECESSARY CONSENTS, LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE PRODIFY PORTAL SERVICE OR INFORMATION OBTAINED THROUGH THE ANALYTICS OFFERINGS, THE SITE, FROM THIRD PARTIES (SUCH AS CONSULTANTS OR OTHERS), OR A LINKED SITE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. UNDER NO CIRCUMSTANCES WILL THE RESULTS OF OTHER SYSTEMS BE RELIED UPON TO VALIDATE OR INVALIDATE THE INFORMATION PROVIDED TO YOU.

4.2  Visions is not responsible or liable for your or any third party’s compliance with applicable laws. Such responsibility and liability rests solely with you and those third parties, even where Visions provides its input or feedback with respect to any actions taken by you or third parties. Visions does not validate your or any third party’s compliance with applicable laws.

4.3  From time to time, Visions may offer you access to beta Services, which are optional for you to use. The beta Services are not made generally available and may contain bugs, errors, defects, or harmful components. Such Services may be subject to additional terms which may supplement these Terms. Visions may terminate access to or discontinue the provision of beta Services at any time without notice, in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN ADDITION TO ANY OTHER DISCLAIMERS, BETA SERVICES ARE PROVIDED ‘AS IS, AS AVAILABLE’ WITHOUT ANY INDEMNITY OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ERROR FREE SERVICES, ACCURACY OR COMPLETENESS, AND VISIONS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, COSTS, DAMAGE OR HARM ARISING FROM OR RELATED TO BETA SERVICES. USE OF BETA SERVICES IS AT YOUR SOLE RISK AND DISCRETION.

5. Restrictions on Use

You agree that you will not, directly or indirectly, use the Site or any Service to:

  • Harass or spam any third party;
  • Use the Service or Site in a manner that may create a conflict of interest;
  • Use the Site for keyword spamming or to otherwise attempt to manipulate search results;
  • Use the Site to promote bigotry or discrimination against protected classes;
  • Use the Site to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
  • Use the Site to transmit or post illegal content or content not owned by you;
  • Use the Site in violation of these Terms or any applicable law;
  • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Visions;
  • Reverse engineer or manipulate any portion of the Site, information made available or search algorithms;
  • Remove or modify any copyright, trademark, or other proprietary rights notice on the Site or on any materials printed or copied off of the Site;
  • Record, process, or mine information about Visitors;
  • Use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index the Site or any Site Content;
  • Access, retrieve, or index the Site to construct or populate a searchable database of our business;
  • Reformat or frame any portion of the Site;
  • Take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure;
  • Attempt to gain unauthorized access to the Site, other user accounts, registered Visitor accounts, competitors information, computer systems, or networks connected to the Site through hacking, password mining, or any other means; use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”);
  • Use any device, software, or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
  • Make excessive traffic demands; use the Site to violate the security of any computer network or to crack passwords or security encryption codes;
  • Disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content;
  • Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site; or
  • Use the Site to consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance, or regulation.

6. Release

You release Visions (and our officers, directors, agents, parents, subsidiaries, joint venturers, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Visions NETWORK. If you are a California resident, you waive California Civil Code § 1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

7. Monitoring

7.1  Visions is under no obligation to monitor the Site, the site traffic, any information provided by Visitors or any Site Content. However, we reserve the right to investigate possible violations of these Terms, block other Clients or registered Visitors, including you, from the Site, and refer matters to law enforcement authorities for further investigation. Visions may disclose information to third parties, including Your Content, in accordance with the Privacy Policy available at Privacy Policy.

7.2  Feedback and Dissatisfaction. If you are dissatisfied with the Site, please let us know by providing feedback to your account manager immediately. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) the Terms, (iii) any policy or practice of Visions operating the Site, or (iv) any content or information transmitted through or generated from the Site, is to terminate your contract and request Visions close your account. See Termination below.

7.3  Suggestions and Improvements. By sending us any ideas, suggestions, documents, and/or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute, sublicense, disclose, and otherwise exploit the Feedback.

7.4  Third-Party Tools. Visions may use third-party websites and tools (“Third-Party Sites”) and Third-Party Content as a service to help Visions monitor performance of its Site and any service offerings in accordance with our Privacy Policy. With Client’s consent, Visions shall also have the right to implement additional third-party tools, including in the form of Third-Party Content (e.g. Google Analytics) to the Client’s service offering. Notwithstanding the foregoing, Visions has the right to subcontract portions of the Services to third party service providers without Client’s consent, provided that it remains responsible for such subcontractors.

7.5  By using the Site or any of our Services, you may be accessing Third-Party Sites and Third-Party Content at your own risk. Visions does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. Any use of a Third-Party Site or Third-Party Content does not imply Visions’ endorsement, adoption, or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Visions accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Site. By using our Site, you acknowledge and agree that Third-Party Site and/or Third-Party Content terms and conditions may apply to you and you agree to such terms and conditions. Accordingly, you should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation it feels necessary or appropriate before proceeding with your use hereunder.

8. Information Control and Storage

8.1  Analytics Offerings are available through the Prodify Portal. Clients are responsible for protecting information found within the Analytics Offerings and are to notify Visions if they believe information found within the Analytics Offerings has been accessed by unauthorized personnel.

8.2  You further hereby agree that Visions is not responsible or liable for the deletion, alteration or failure to store information.

9. Liability and Indemnity

9.1  Limitation of Liability. IN NO EVENT SHALL VISIONS, OR VISIONS’ PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES CHARACTERIZED AS LOST PROFITS, LOSS OF REPUTATION, LOSS OF REVENUE, LOSS OF SAVINGS, LOSSES BY REASON OF CAPITAL COST, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES, THE ORDER FORM OR THE TERMS BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE, AS A RESULT OF BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE AND THE INFORMATION ON THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VISIONS’ LIABILITY, AND THE LIABILITY OF VISIONS’ PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100 CAD.

9.2  Indemnification. You agree to indemnify, defend, and hold Visions, any and all parent, subsidiary, and affiliate organizations, officers, agents, and employees, harmless from any claim, demand, loss, or damage, including reasonable attorneys’ fees, asserted, including by any third party, that are in any way due to or arising out of: (i) your acts or omissions, including your use of or conduct on the Site, (ii) your breach of these Terms, and (iii) your breach of applicable laws, rules and regulations, including privacy and data protection laws and anti-spam laws. Visions shall provide you reasonable notice of such claim.

10. Payment

10.1  Payments for the Services may be processed by a third-party payment provider selected by Visions. You acknowledge and agree that payment transactions are subject to the terms and conditions and privacy policies of that payment provider, and that Visions is not responsible for any acts or omissions of the provider. Visions does not store your payment credentials.

10.2  All fees and amounts paid under these Terms and the Order Form are non-refundable, including in the event of cancellation of your account, termination of these Terms or discontinuation of the Services by you. If any fees remain unpaid, Visions may suspend your account or terminate these Terms in accordance with Section 11.

10.3  Any changes or additions to the agreed scope, including modifications to product information, custom development requests, or development hours exceeding the agreed or standard allocation may incur additional fees. Visions will provide a custom quote for such work upon request.

11. Renewal, Termination and Suspension of Service

11.1  The Order Form, including these Terms will automatically renew for successive one-year terms, unless either party provides written notice of its intent not to renew at least 30 days before the end of the then-current term.

11.2  The fees set out in the Order Form, including in these Terms will automatically increase on each one-year anniversary of the Effective Date of the Order Form by 3%, provided that no increase shall apply during the Initial Term specified in the Order Form; the first such increase will apply upon the first Renewal Term following expiration of the Initial Term, and on each one-year anniversary thereafter.

11.3  If you wish to terminate your service, you may do so by furnishing us with written notice of your decision. Your notification must be sent via email to your account manager. Cancellations will be effective at the end of the then-current term. All debts and fees must be paid before cancellation can take effect. You will remain responsible for all fees owed through the end of the then-current term. Termination of your service pursuant to this section 11.3 shall be deemed to be a termination of these Terms and the Order Form.

11.4  We reserve the right to terminate your service at any time without cause or notice. In addition, we reserve the right to suspend your account indefinitely if you are in breach of these Terms, including your payment obligation or if we suspect any inappropriate activity is being conducted through the use of the Site (such as, for example, unauthorized use of a credit card), and such suspension will remain in effect until we are satisfied in our sole judgment that such activity is not occurring. Visions shall have no obligation to maintain any content in your account.

11.5  Visions reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

11.6  The following terms, and any terms that, by their nature, should survive termination or expiration of these Terms or the Order Form, shall survive such termination or expiration: sections 3.5, 4-6, 7.3, 10-13.

11.7  Within 30 days following expiration or termination of the Terms or a user account, if applicable, Visions will deactivate the applicable user account(s) and delete any data therein required by Visions to perform the Services. Visions may maintain data from your account that does not include personally identifiable information from Your Content for statistical purposes throughout and after the Subscription Service Term. For clarity, Visions will retain your business contact, accounting and transaction related records (including invoices, payment records and associated client identifiers) for its own business, tax, and compliance purposes after your account has been closed and other account data has been deleted. Such data will be deleted in accordance with Visions’ data retention and destruction policy. Except where Client’s account has been suspended for breach of these Terms or non-payment, in which case access may be suspended immediately, Client may continue to access the Services, including Prodify’s Product Import & Export functionality, to export Client’s Content during the 30-day period described above, before such data is deleted.

12. No Endorsement of Visions Entity

12.1  No Relationship with Client. Visions may endeavor to offer to its Clients products and services offered by non-Visions entities. Placement of information, logos, links, or names of such non-Visions entities on its Services does not constitute an endorsement or warranty of these entities, their products, or services. Clients take full responsibility for a decision to visit or patronize any such entity and hold Visions harmless from any liability arising from such actions. You further acknowledge that no relationship (such as a partnership, agent, joint venture, or employee) is created between you (including your clients and consultants) and Visions by formation of this agreement (or any of the related agreements) or by your participation on the Site.

12.2  IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITE, FROM ANY CLIENT, CONSULTANT, OR THIRD PARTIES, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF YOUR ACCOUNT MANAGER, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, ANALYTICS, OR OTHER CONTENT. ANALYTICS OFFERINGS PROVIDED BY VISIONS IS FOR INTERNAL BUSINESS USE AND FOR INFORMATIONAL PURPOSES ONLY AND MAY CONTAIN SAMPLING, ESTIMATION, OR OTHER LIMITATIONS. THE MATERIALS AND CONTENT PROVIDED BY VISIONS AND ITS PROVIDERS ARE NOT INTENDED TO AND DO NOT CONSTITUTE PROFESSIONAL ADVICE. REGISTRATION OR ENROLLMENT FOR THE SERVICE AND ACCEPTANCE OF A NEW ACCOUNT DOES NOT CREATE A PROFESSIONAL-CLIENT RELATIONSHIP AND ARE NOT THE SUBJECT OF PRIVILEGE AND CONFIDENTIALITY STANDARDS ASSOCIATED THEREWITH. THE LIABILITY ASSOCIATED WITH THE CONTENT POSTED ON THE SITE IS THE SOLE RESPONSIBILITY OF THE CLIENT WHO PROVIDED THE CONTENT. YOU ARE RESPONSIBLE FOR THE ACCURACY OF YOUR DATA.

13. Proprietary Rights of Content

13.1  Notwithstanding anything to the contrary set forth herein, except for Your Content, you acknowledge and agree that Visions owns the rights to the Visions NETWORK and its websites, social media pages, eNews and its blogs and all Content displayed on each. Except to the extent the Content contains Your Content, you acknowledge that all Content, including but not limited to drawings, 3D models, specifications, text, software, music, sound, photographs, video, graphics or other material contained in the client profiles (if applicable), sponsor advertisements, or email-distributed, commercially produced information presented to you by the Service, by Visions’ registered Visitors, Visions’ advertisers, or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Although protected by copyright, the information, instructions, drawings and specifications supplied by or representing a company or product is the sole responsibility of the supplier of the information.

13.2  You retain all right, title and interest in and to Your Content uploaded on the Visions NETWORK. You grant Visions a royalty-free right and license to host, view, use, process, display, and transmit, extract, enrich, and otherwise process Your Content, including through automated tools and artificial intelligence technologies, as necessary to provide, maintain, develop, and improve the Services. You have sole responsibility for the accuracy, quality, legality, reliability and appropriateness of Your Content and for obtaining all rights related to Your Content. You further represent and warrant that Your Content does not infringe or violate the intellectual property, publicity, privacy, or other rights of any third party.

13.3  Visions may compile statistical and other information related to the performance, operation, and use of the Services and use data from the Services in aggregated form for security, Service improvement and operations management, to create statistical analysis and for research and development purposes and retains all intellectual property rights in the foregoing.

14. Confidentiality

14.1  You agree that the terms of the agreement and all information provided or made available to you by Visions pursuant to the Order Form and these Terms are confidential information of Visions or its providers, and that you will:

  1. Not use or disclose such information other than for your internal business purposes;
  2. Protect the confidentiality of such information with at least the same degree of care you use to protect your own confidential information, but in any event no less than reasonable care; and
  3. On termination or expiration of the Order Form, or otherwise as requested by Visions, destroy or return all copies of such confidential information in your possession, custody or control, and certify in writing that such return or destruction has taken place.

14.2  The protections for confidential information set forth herein shall last for the Subscription Service Term and for a period of two years thereafter, except that, for any information which is held as a trade secret, the protections for such information shall not expire so long as such information continues to be held as a trade secret.

15. Miscellaneous

15.1  Visions may modify the Services at any time, including adding or removing functionality or imposing conditions on use of the Services. Visions will notify you of material adverse changes, deprecations to, or removal of functionality from, Services that you are using. Where applicable, Visions may provide information regarding available transition options.

15.2  Disputes, Assignment, and Governing Law. These Terms, our Privacy Policy, and the Order Form constitute the complete and exclusive statement of the agreement between you and us. To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms or the Order Form, these Terms will prevail. In the event of a conflict between these Terms and the Order Form, the conflicting term in the Order Form shall prevail.

15.3  Assignment. Neither party may assign or transfer these Terms or the Order Form, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that either party may assign these Terms and the Order Form, without the other party’s consent, in connection with a merger, acquisition, reorganization, change of control, or the sale of all or substantially all of its assets or equity relating to the business to which these Terms pertain. These Terms and the Order Form shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

15.4  If any provision(s) of these Terms is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. You and Visions agree that any cause of action arising out of or related to these Terms or the Order Form must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. You may not assign these Terms or the Order Form or any rights hereunder to any other party. We may assign these Terms and the Order Form without restriction upon advance notice to you. We shall not be deemed to have waived any of our rights or remedies unless such waiver is in writing and signed by us. No delay or omission on the part of Visions in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. The section titles in these Terms are solely used for the convenience of the parties and have no legal or contractual significance. These Terms (which includes the Order Form and the Privacy Policy) constitute the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions between Visions and Client, whether oral or written, pertaining to the subject matter hereof. There are no conditions, warranties, representations or agreements between the parties in connection with such subject matter except as specifically set forth or referred to in these Terms.

15.5  These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada without regard to its conflicts of law provisions. Each party using our Services agrees to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, and agrees that venue for any action resulting from these Terms or the use of our Service shall be in Ottawa, Ontario, Canada and waives any and all jurisdictional, venue, or inconvenient forum objections.

15.6  Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Order Form or these Terms or, unless expressly permitted in these Terms, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Visions is permitted to include your name and other indicia in its lists of current or former customers in promotional and marketing materials without further approval, including without limitation, your trademarks, trade names and logos.

16. Contact and Violations

Please contact us with any questions regarding the Terms. Please report any violations of the Terms to our legal department through the contacts page or by email:

CADdetails: legal@CADdetails.com
Prodify: legal@tryprodify.com