These Terms of Service (referred to herein as this "Agreement") set forth the terms and conditions that apply to your access and use of the internet website owned and operated by UizardApp ApS and its affiliates ("Uizard", "we", "our", "us" or "our"), and located at uizard.io (the "Site") including all subsidiary webpages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, including, without limitation, the services that enable you to collaborate on designing, prototyping, and editing graphical user interfaces and design systems which can be automatically exported to digital design files, computer code, and other supported formats (the "Services"). This Agreement is legally binding between you, the person or entity using this Site ("Customer," "you" or your), and us.
On the Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way.
This Site and the Services are not designed for or directed at children 13 years of age or younger. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from receiving the Services under the laws of Denmark, the United States or other countries including the country in which you are a resident or from which you use the Services.
Before you continue, you should print or save a local copy of this Agreement for your records.
1.1. "Affiliate" is an entity that controls, is controlled by or shares common control with Uizard or Customer, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.
1.2. "Claim" shall have the meaning set forth in Section 10.1.
1.3. "Confidential Information" shall have the meaning set forth in Section 8.2.
1.4. "Customer Data" means all electronic data, content, and information submitted to the Services by you, or by a third party on your behalf, or as directed by you.
1.5. "Discloser" means the party disclosing Confidential Information.
1.6. "Equipment" shall have the meaning set forth in Section 4.11.
1.7. "Fees" means the monthly or annual subscription fees for the Services as described in Section 5.1 and as amended or revised from time to time.
1.8. "Recipient" means the party receiving Confidential Information.
1.9. "Services" shall have the meaning set forth in the introductory paragraph of this Agreement and also includes the provision of one or more of the following: (i) the Uizard application and (ii) user data and statistics.
1.10. "Service Items" means all software, design files, computer code and other formats supported by us, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Services or made available to you as a result of the Services.
1.11. "Trial Program" shall have the meaning set forth in Section 5.3.
2.1. Subject to your payment of the Fees, we will provide you with access to the Services as set forth in this Agreement.
3.1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to Uizard for all activities that occur under your account or any sub-accounts created under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at firstname.lastname@example.org.
4.1. Subject to the terms of this Agreement, Uizard hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, limited license to access and use the Services (i) worldwide, (ii) for yours and your Affiliates' internal business operations, and (iii) in accordance with the terms of this Agreement.
4.2. We will (i) provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) use commercially reasonable efforts to maintain the security of customer passwords.
4.3. You shall:
4.3.1. prevent unauthorized access to, or use of, the Services, and notify us promptly of any such unauthorized access or use,
4.3.2. comply with all applicable laws in using the Services, and
4.3.3. pay the Fees in a timely manner.
4.4. You will not (i) modify, copy or create derivative works based on the Services; (ii) disassemble, reverse engineer, or decompile the Services or part thereof, or access them in order to copy any ideas, features, content, functions or graphics of the Services; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, or send or store material in violation of any third party's privacy rights via the Services; (v) send or store viruses or malicious code via the Services; (vi) attempt to gain unauthorized access to the Services or their related software, systems, platforms or networks; (vii) use any components provided with the Services separately from the Services; or (viii) distribute, rent, lease, sublicense or provide the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data.
4.5. We aim to keep the Services available through the internet at all hours apart from unavailability due to scheduled maintenance or unscheduled emergency maintenance either by us or by a third-party provider. Any unavailability will be reduced to a minimum.
4.6. You accept that unavailability due to circumstances with the hosting provider or any other third-party supplier is out of our control.
4.7. Before you use the Services for commercial or other purposes, you shall make yourself familiar with the functions of the Services, in particular the creation or the lack of same of copyright to any generated computer code or other formats and the description on how to keep the uploaded images secure/confidential, both when uploading and when processing them.
4.8. You shall ensure that any output from the Services undergoes an adequate quality review before being relied upon.
4.9. Your login/account and any sub-login/account that you set up is personal and may not be used by anybody else than you or any sub-user. You are responsible for any misuse of any login/ account.
4.10. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we believe may be (or alleged to be) in violation of this Agreement, in particular any attempt to commit a copyright infringement with the use of the Services.
4.11. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet access, personal computer with appropriate software, including updated operating systems, compatible web browsers and the like (collectively the "Equipment"). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
5.1. The Fees payable for the Services are set forth on the Site at uizard.io/pricing and may change from time to time. The Fees are payable monthly or annually in accordance with the terms of the subscription you have chosen.
5.2. You will pay or reimburse us or, when required by law, the appropriate governmental agency, for taxes of any kind, including sales, use, VAT, excise, customs duties, withholding, property, and other similar taxes (other than taxes based on our net income or arising from the employment relationship between us and our personnel) imposed in connection with the fees paid for the Services, which are exclusive of these taxes.
5.3. At our discretion, we may offer free or discounted pricing for use of the Services (a "Trial Program"). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple accounts in order to receive additional benefits under any Trial Program. You agree to pay all charges incurred by users of credit cards, debit card, or other payment method used in connection with your subscription for Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. All prices listed, fees, charges and refunds are issued in USD.
5.4. If you believe that we have charged you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appears, in order to receive an adjustment or credit. Inquiries should be directed to us at email@example.com.
6.1. This Agreement will be effective from the date on which you first accessed the Services, and shall continue until terminated, as set forth below.
6.2. If you wish to cancel your subscription, you can do so by logging into your account and proceeding with this option through the billing section menu. You will remain liable for all charges accrued on your account up to the time that you downgrade or cancel your subscription including full monthly fees for the month in which you cancelled.
6.3. Upon cancellation of your subscription, we are under no obligation to maintain or store your Customer Data. We may, at our option, either delete your information immediately or retain it (in full or in part) in accordance with our processes and practices.
6.4. We reserve the right at any time, and without cost, charge or liability, to terminate this Agreement at our sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. In addition, we may, in our sole discretion, at any time, temporarily or permanently suspend access to your account or Services for any violation or suspected violation of this Agreement. We reserve the right to terminate any portion of the Site or the Services at any time, for any reason, with or without notice.
6.5. Upon termination pursuant to Section 6.4 above, all rights and licenses granted herein will terminate and you will make no further use of the Services. No termination will relieve you of the obligation to pay any Fees accrued or payable to us. Upon written request by you made within 30 days after the effective date of termination, we will make available to you a file containing Customer Data. After such 30 days period, we shall have no obligation to maintain or provide any Customer Data and may thereafter delete Customer Data without further notice.
7.1. We warrant to you that the Services will be performed in a manner consistent with industry standards reasonably applicable to the provision thereof. Your exclusive remedy and our sole obligation for breach of the warranty in this Section 7 will be our use of commercially reasonable efforts to replace the non-conforming portion of the Services within a reasonable period of time, or if we cannot replace the Services within such time period, then we will refund the amount paid by you for the Services, pro-rated from the date of the notice of the claim. Your rights and our obligations in this Section 7 are conditioned upon you providing us with written notice of the claim, a complete description of the alleged defects and a specific reference to the part or parts of the Services, as applicable, to which such alleged defects are contrary. YOU ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE, OUR AFFILIATES AND OUR LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR USE THEREOF. WE, OUR AFFILIATES AND OUR LICENSORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.
8.1. Uizard, its Affiliates or licensors retain all right, title and interest to the Services and all related intellectual property and proprietary rights. The Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Uizard, its Affiliates or licensors owns all right, title and interest in Service Items and access to and use of the relevant Service Items will be governed by the terms of this Agreement. We reserve any rights not expressly granted to you.
8.2. "Confidential Information" means all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes, among other things (i) any and all information relating to products or services provided by the Discloser, its customer-related and financial information, design files, drawing, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts and (ii) as to us and our licensors, the Services. Confidential Information does not include information that the Recipient can show: (a) was rightfully in the Recipient's possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for the Recipient.
8.3. Recipient may not disclose Confidential Information of the Discloser to any third party or use the Confidential Information in violation of this Agreement. The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser. Notwithstanding the foregoing, Recipient may disclose the Discloser's Confidential Information to the Recipient's employees and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.
8.4. If the Recipient becomes aware of any unauthorized use or disclosure of the Discloser's Confidential Information, then the Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the Discloser's Confidential Information the Recipient will not disclose the Discloser's Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow the Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser's Confidential Information, including, without limitation, cooperating with the Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
8.5. As between us and you, you own all rights, title and interest in and to Customer Data. Customer Data is deemed Confidential Information under this Agreement. we will use Customer Data only as necessary to provide the Services in accordance with this Agreement. You are responsible for complying with all legal and contractual requirements, including applicable privacy laws and regulations and your agreements with third parties who generate and/or process Customer Data, relating to the collection, use, processing and transfer of Customer Data. You acknowledge and consent that Services provided may require Customer Data to be transferred to a country outside of your country or the country where Customer Data originated. You are solely responsible for the transmission of Customer Data to us and to the Services. You are solely responsible for the encryption of any Customer Data.
8.6. You may upload images produced on behalf of your own customers or images belonging to your own customers provided that you abide by this Agreement and provided that you are liable for any use of your account. You are only allowed to upload images to the Services where you hold the necessary rights to do so.
8.7. You are aware of and accept that we do not warrant any copyright protection to the automatically generated design files and computer code or any other supported output formats.
8.8. To the extent that copyright is vested in design files, generated computer code or other output formats, you shall obtain the vested rights to the design files, generated computer code or other output formats produced by the Services based on the uploaded images.
8.9. You accept that the aforementioned intellectual property rights granted in output are non-exclusive, as we cannot guarantee that images and graphical user interfaces created, uploaded and edited by another customer will not result in the same output as the output received by you. You accept that dual production of the same output is possible, and unless the uploaded images themselves are infringing third-party rights, the identical output is also deemed legal and acceptable.
8.10. You agree that we shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any Uizard products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Services.
9.1. DISCLAIMER OF DAMAGES. EXCEPT FOR A BREACH OF SECTION 4.3 AND EACH PARTY'S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS AFFILIATES ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.
9.2. LIMITS ON LIABILITY. EXCEPT FOR A BREACH OF SECTION 8 AND EACH PARTY'S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS AFFILIATES SHALL HAVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEEDING THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER GIVING RISE TO LIABILITY, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100).
10.1. Subject to the terms of this Agreement, if a third party asserts a claim against us asserting that your Customer Data or your use of the Services in violation of this Agreement violates that third-party's patent, trade secret or copyright rights, or otherwise harms the third party ("Claim"), you will, at your own expense: (a) defend or settle the Claim; and (b) indemnify us for any damages finally awarded against us based on the Claim.
10.2. You will indemnify and hold harmless Uizard and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Data; or (iii) your violation of this Agreement.
11.1. A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof ("Controversy"). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by the laws of the Kingdom of Denmark. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
11.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Nothing in this Agreement shall be deemed as preventing either party from seeking immediate injunctive relief from any court having jurisdiction over the parties and the subject matter of the dispute.
13.1. You agree that we or our agent may monitor the Services to ensure your compliance with the terms of this Agreement.
14.1. We are not liable for our failure to perform any of our obligations under this Agreement during any period in which performance is delayed by you or circumstances beyond our reasonable control.
14.2. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
14.3. You will receive system notifications from us and our licensors, if applicable (i.e. planned downtime notices, etc.).
14.4. This Agreement (together with any other written agreement between us and you) constitutes the entire agreement between you and us and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. In the event of any conflict between this Agreement and any other written agreement between us and you, such other agreement shall prevail.
14.5. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement.
14.6. There are no third party beneficiaries to this Agreement; you are not entering into a contractual relationship with our licensors and our licensors have no liability to you.
14.7. We reserve the right, in our sole discretion, to modify or replace any or all of the terms of this Agreement or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content), with or without notice. If we make material changes to this Agreement that negatively affect you, or materially reduce the Services, we will notify you by posting a notice or new version of this Agreement on the Site, or by sending you notice through the Services, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Agreement in effect at the time of such use.
14.8. This Agreement and the rights hereunder are not transferable or assignable by you (and any attempted assignment will be void) without our prior written consent, except to a person or entity who acquires all or substantially all of your assets or business, whether by sale, merger or otherwise. We may assign or transfer this Agreement without your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.1. You agree not to do any of the following:
15.1.1. Post, upload, publish, submit or transmit any Customer Data that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
15.1.2. Access, tamper with, or use non-public areas of the Services, Uizard's computer systems, or the technical delivery systems of Uizard's providers;
15.1.3. Attempt to probe, scan or test the vulnerability of any Uizard system or network or breach any security or authentication measures;
15.1.4. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Uizard or any of Uizard's providers or any other third party (including another user) to protect the Services or Customer Data;
15.1.5. Attempt to access or search the Services or Customer Data or download Customer Data from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Uizard or other generally available third party web browsers;
15.1.6. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
15.1.7. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
15.1.8. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
15.1.9. Encourage or enable any other individual to do any of the foregoing.