User Terms of Service

 

VISIODOCS  
“Visiodocs” means the online service to be found via www.visiodocs.com or app.visiodocs.com for use in connection with legal case preparation, contract review or similar review processes where several documents need to be reviewed, notes taken and the review process stored for future easy access and any related products and services, including but not limited to electronic bundling, download of reports etc.

Visiodocs is produced and marketed by Visiodocs ApS, a Danish Company duly incorporated in Denmark with the Danish Business Authorities under the company number 39577550. For more information, please visit www.visiodocs.com. 

 

The natural person or legal entity on whose behalf these User Terms of Service (“Terms”) are accepted shall be Visiodocs ApS' customer (“Customer”). By using Visiodocs, the natural person using Visiodocs (“User”) confirms that User is part of an organization which is a Customer of Visiodocs ApS or if no such customer relationship has been established between User’s organization and Visiodocs ApS, then User – by using Visiodocs – accept these Terms on behalf of the User’s organization and simultaneously warrants to Visiodocs ApS that User has the power to legally bind such organization in accordance with these Terms and accept that Visiodocs ApS’ will invoice User’s organization in accordance with the rates and prices applicable at such point in time for providing access to use Visiodocs for User. If User do not have such authority, or if User do not agree with the terms of this Agreement, User must not access and use Visiodocs.

 

The functionality of Visiodocs is provided on an “as is” basis. Visiodocs ApS do not warrant an error free service as set out in further detail in section 6. 

Visiodocs ApS aims at keeping Visiodocs available through the internet at all hours apart from unavailability due to scheduled maintenance or unscheduled emergency maintenance either by Visiodocs ApS or by a third-party provider. Visiodocs ApS aims at keeping any unavailability to a minimum, however, Visiodocs ApS accept no responsibility or liability in the event that Visiodocs for whatever reasons should be unavailable at a specific point in time. 

 

The technical requirements and the technical user support delivered by Visiodocs ApS is detailed in the Support Terms to be found at https://www.visiodocs.com/faq.  

THE USE OF VISIODOCS 
Any use of Visiodocs is the sole responsibility of Customer and Customers shall secure the access to Visiodocs in the manner that Customer finds best. Visiodocs supports several security measures that Customer may activate if Customer deems them appropriate. 

A Customer’s log in/account is personal and may not be used by anybody else than Customer. Any misuse of the login/the account is the responsibility of Customer. 

Customer hereby agrees to indemnify and hold harmless Visiodocs ApS against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action (including from third parties) that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Visiodocs, from the Customer data uploaded to Visiodocs or from the negligence and/or willful misconduct of Customer or User.

Although Visiodocs ApS has no obligation to monitor Customer’s use of Visiodocs, Visiodocs ApS may do so and may prohibit any use of Visiodocs it believes may be (or alleged to be) in violation of these terms. 

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Visiodocs, including, without limitation, internet access, personal computer with appropriate software, including updated operating systems, compatible web browsers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

INTELLECUAL PROPERTY RIGHTS
Visiodocs ApS shall own and retain all right, title and interest in and to Visiodocs and the software on which it operates, all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.

Except to the extent authorized or permitted in these Terms or by applicable law without the possibility of contractual waiver, Customer will not: (i) copy, imitate, transfer or distribute any part of the content in the Visiodocs (electronically or otherwise), (ii) use any design elements, logos or trademarks or (iii) sublicense or assign the Customer’s account, right of use or access. 

Customer shall hold all intellectual property rights to any uploaded and processed data and warrants that Customer has the legal right to upload, use and otherwise process such information. Customer shall indemnify, defend and hold harmless (including reasonable attorneys’ fees) Visiodocs ApS against any claim of any nature from third parties pertaining to a violation of this section 3.3.

PAYMENT OF FEES
Customer will pay Visiodocs ApS the applicable fees in advance for access to and use of Visiodocs in accordance with these terms and any additional terms agreed and/or provided together with the description of the offered subscriptions (the “Fees”). Visiodocs ApS reserves the right to change the applicable terms, Fees or applicable charges and to institute new charges and Fees at the end of the agreed initial term or any subsequent term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer cannot accept the changes, Customer may terminate the use of the Visiodocs with a (20) day notice to the date that the changed terms will apply from. 

If Customer believes that Visiodocs ApS has charged Customer incorrectly, Customer must contact Visiodocs ApS no later than 60 days after the closing date on the billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Visiodocs ApS' customer support department at info@visiodocs.com. 

Payment terms are 8 days from the date of the invoice received from Visiodocs ApS unless otherwise indicated on the invoice. 

WARRANTY AND DISCLAIMER
Visiodocs ApS shall use reasonable efforts consistent with prevailing industry standards to maintain the Visiodocs in a manner which minimizes errors and interruptions in Visiodocs. Visiodocs may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Visiodocs ApS or by third-party providers, or because of other causes beyond Visiodocs ApS' reasonable control. HOWEVER, VISIODOCS APS DOES NOT WARRANT THAT VISIODOCS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF VISIODOCS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, VISIODOCS IS PROVIDED “AS IS” AND “AS AVAILABLE” AND VISIODOCS APS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Occasionally there may be information available through Visiodocs, including on Visiodocs ApS’ website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, promotions and offers. Visiodocs ApS reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any such information has been inaccurate at any time without prior notice (including after Customer has submitted its order). Visiodocs ApS undertake no obligation to update, amend or clarify available information including, without limitation, pricing information, except as required by law. 

Visiodocs ApS perform regular backups of Visiodocs and our Customers’ content and will do our best to ensure completeness and accuracy of these backups, including that in the event of hardware failure or data loss, Visiodocs will be able to restore backups automatically to minimize the impact and downtime for Customer, however, we cannot be held liable for any data loss pertaining to any such incidents. 

LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, VISIODOCS APS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (WHETHER FORESEEABLE OR NOT); (C) FOR ANY MATTER BEYOND VISIODOCS APS' REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED ONE US DOLLAR OR ANY AMOUNTS ACTUALLY PAID IN CASH BY CUSTOMER TO VISIODOCS APS FOR THE PRECEDING ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM(S) (WHERE PAYMENTS ARE MADE ANNUALLY, THE PROPORTIONATE AMOUNT RELATING TO SUCH ONE MONTH PERIOD SHALL BE CALCULATED ON A 1/12 BASIS), IN EACH CASE, WHETHER OR NOT VISIODOCS APS HAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE CUSTOMER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

If Visiodocs ApS is prevented from fulfilling its obligations under these Terms as a result of extraordinary events beyond the control of Visiodocs Aps, including by Acts of God which could not reasonably have been foreseen (force majeure), this shall not be considered a breach. 

 

Visiodocs shall not be liable for any failure to fulfil its obligations under these Terms if the failure to perform is due to force majeure as set out in the clause above.

Customer hereby agrees to indemnify and hold harmless Visiodocs ApS against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Customer’s use or misuse of Visiodocs, in particular any claim or action based on an alleged copyright infringement. 

CUSTOMER DATA
All personal data on customer’s account is stored or used by Visiodocs ApS in accordance with our Privacy Policy, which can be found at https://www.visiodocs.com/privacy. To the extent we act as data processor, all processing of personal data takes place in accordance with our DPA, which can be accessed here and which is considered an integral part of these terms without being entered into on a separate basis.  

Customer shall save for the regulation in the Intellectual Property section, own all right, title and interest in and to the Customer’s data, as well as any data that is based on or derived from Customer data and provided to Customer as part of the Services.

 

Notwithstanding anything to the contrary, Visiodocs ApS shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of Visiodocs and related systems and technologies including, without limitation, information concerning Customer data and data derived therefrom (including the Customer’s uploaded documents, files, designs and other data of any kind), and Visiodocs ApS will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Visiodocs and for other development, diagnostic and corrective purposes in connection with Visiodocs and other Visiodocs ApS offerings, and (ii) disclose such data solely in aggregate and in anonymized form in connection with its business, in line with the Privacy Policy (for personal data) and respecting the applicable laws and regulations. No rights or licenses to such data are granted to Visiodocs ApS except as expressly set forth herein. Notwithstanding the foregoing, these rights granted to Visiodocs shall not include any rights to use the contents of documents and other materials uploaded to the platform for its own purposes. 

TERM AND TERMINATION
The initial term is 12 months from the start date of the subscription. Customer can terminate the use of the Visiodocs with 3 months’ notice to the expiry of the initial term or any subsequent term. If Customer does not terminate the use of Visiodocs, the subscription is automatically extended annually for a new 12 months’ term. 

The Customer’s use of Visiodocs cannot be terminated by Visiodocs ApS except where the Visiodocs ApS is dissolved or similar or in the event that the Customer’s or any User’s general conduct, acts or omissions or use of Visiodocs is deemed detrimental to Visiodocs ApS, in which case Visiodocs ApS reserve the right to terminate Customer’s or any particular User’s use of Visiodocs. 

Notwithstanding the foregoing, Visiodocs ApS may at any time at its discretion, decide not to extend the agreement with Customer at the expiry of any ongoing term.

LINKS TO OTHER RESOURCES
Although Visiodocs or Visiodocs ApS’ website may link to other resources (such as websites, mobile applications, etc.), Visiodocs ApS is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Visiodocs ApS is not responsible for examining or evaluating, and Visiodocs ApS do not warrant the offerings of any businesses or individuals or the content of their resources. Visiodocs ApS do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. Customer should carefully review the legal statements and other conditions of use of any resource which you access through a link, including any link provided by Visiodocs ApS in any way. Customers’ linking to any other off-site resources is at Customer’s own risk.

MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The Subscription and Customer’s account is not assignable, transferable or sublicensable by Customer except with Visiodocs ApS' prior written consent. Visiodocs ApS may transfer and assign any of its rights and obligations under these Terms without consent. These Terms and the terms associated with the subscription is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of use of Visiodocs. All waivers and modifications of these Terms must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and the use of Visiodocs and Customer does not have any authority of any kind to bind Visiodocs ApS in any respect whatsoever. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 

APPLICABLE LAW AND DISPUTE RESOLUTION
These terms and any use of Visiodocs shall be governed by the laws of Denmark without giving effect to any choice or conflict of law provision or rule in the country or state where a Party may be domiciled or of any other jurisdiction that would cause the application of the laws of any jurisdiction other than Denmark to apply.  

Any dispute arising out of these Terms, including any dispute concerning existence of an agreement or validity that cannot be settled amicably between the parties within forty-five (45) days after one party's receipt of notice from another party including a detailed description of the dispute, shall first be attempted solved through mediation by Disputs.com (www.disputs.com) in accordance with Disputs.com’s mediation rules. 

 

Where the dispute arisen is not solved in accordance with the mediation procedure at Disputs.com, the dispute shall be settled by final and binding arbitration administered by Disputs.com in accordance with the rules of procedure for ordinary arbitration by one arbitrator applicable at Disputs.com.

Should Disputs.com not be available at the time of the dispute, then such dispute, controversy or claim arising out of or in connection with these Terms or invalidity thereof shall be settled by the ordinary Danish courts with the City Court of Copenhagen, Denmark (in Danish: “Københavns Byret”), as the agreed venue in the first instance.
 

These User Terms of Service were last updated on August 20th, 2024.

 

Contact us

 

If you would like to contact us to understand more about our policies and agreements, or wish to contact us concerning any matter relating to these, please contact us via email:

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info@visiodocs.com

Visiodocs ApS Denmark

CVR 39577550