Terms of Service

1. Definitions

In these Terms, the following capitalized words have the meanings below. Other capitalized words are defined where they first appear.

1.1 “Account” means the business account in Vision that you create or that is created for you, including every Seat, setting, and item of Customer Data within it.

1.2 “Owner” means a User who holds the owner role in the Account. “Admin” means a User who holds the administrator role. “Team member” means any other User. “Billing Contacts” means the Owners, and the Admins whom the Service allows to manage billing.

1.3 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means owning more than 50% of the voting interests.

1.4 “API” means the application programming interfaces through which software can exchange data with Vision, as described in the Documentation. “API Key” means a credential issued through Vision that lets software call the API on behalf of the Account.

1.5 “Billing Period” means each monthly period for which Subscription Fees are charged, beginning on the Renewal Date.

1.6 “Customer Data” means all data, content, files, and information that you, your Users, or your API Keys submit to or create in Vision, including information about your own clients, leads, contacts, invoices, payments received, tasks, calendars, and notes. Customer Data does not include Usage Data or Account Information.

1.7 “Account Information” means the information we need to set up, operate, and bill the Account, such as the business name, the names and email addresses of Users, Billing Contact details, and billing history.

1.8 “Documentation” means the help articles, guides, and developer documentation that we publish for Vision, including at developers.runonvision.com, as updated from time to time.

1.9 “Founding Price” means the Subscription Fee rate shown to you as the founding price when the Account first subscribed, for an Account that we designated as a founding Account at that time.

1.10 “Seat” means one User’s right to access the Account. Each Seat may be held by one named individual at a time. The base Subscription includes one Seat.

1.11 “Renewal Date” means the day of the month on which the Subscription renews and Subscription Fees are charged.

1.12 “Service” or “Vision” means the Vision software-as-a-service offering that we make available at app.runonvision.com and related addresses, including its apps, the API, and any updates, together with the Documentation. The Service does not include Third-Party Services.

1.13 “Subscription” means your right to use the Service for the number of Seats you have chosen, in exchange for Subscription Fees. “Subscription Fees” means the recurring fees for the Subscription.

1.14 “Suspension” means the restricted state of an Account described in Section 8.

1.15 “Third-Party Service” means any product or service that is not provided by iVision, including your own payment processor account, calendar, email account, or other software that you choose to connect to Vision.

1.16 “Usage Data” means technical and statistical information about how the Service is used and performs, such as log records, error reports, and counts of activity, that does not identify you, a User, or any individual, or that has been aggregated so that it cannot reasonably be linked to them.

1.17 “User” means an individual whom you allow to use the Service under the Account, such as an employee or contractor, who holds a Seat.

2. The agreement and who it is with

2.1 Parties. The Service is provided by iVision Studios LLC, 6604 Richmond Rd PMB 10, Williamsburg, Virginia 23188-7233, United States. No other entity, including any Affiliate of iVision, is a party to these Terms.

2.2 Acceptance. You accept these Terms when you create an Account, check a box or click a button indicating acceptance, sign an order that refers to these Terms, or use the Service, whichever happens first.

2.3 Authority. The individual who accepts these Terms on behalf of the Customer represents that they are at least 18 years old and have authority to bind the Customer. If that individual does not have that authority, they may not accept these Terms or use the Service.

2.4 Business use only. The Service is offered for business, professional, and organizational purposes. It is not offered to individuals acting for personal, family, or household purposes, and you represent that you are not using it for those purposes.

2.5 Websites. These Terms also govern your use of runonvision.com and developers.runonvision.com (the “Websites”), and replace the earlier website terms of use. A visitor who has no Account may use the Websites under Sections 13, 19, 20, 21, 26, and 27 only.

2.6 Order of precedence. If you and we sign an order form or other written agreement for the Service, that document controls over these Terms only for the specific matters it addresses. Otherwise these Terms control. Any terms on a purchase order or similar document that you send us do not apply, even if we accept the purchase order.

3. Accounts, Users, and Seats

3.1 Creating the Account. You must give accurate and complete Account Information and keep it up to date, including a working email address for at least one Owner and one Billing Contact.

3.2 Seats. Each Seat may be assigned to one named individual. A Seat may not be shared by two or more people or used as a general login. You may move a Seat from one individual to another, for example when a person leaves your business.

3.3 Users and permissions. You decide who may use the Account and which permissions each User has. You are responsible for every action taken under the Account by your Users and by software using your API Keys, as if you had taken it yourself, and for making sure your Users comply with these Terms.

3.4 Sign-in security. You and your Users must keep passwords, two-step sign-in devices, and API Keys confidential, and must not let anyone else use them. Vision offers two-step sign-in, and we strongly recommend that every User turns it on. You must notify us promptly at the address in Section 25 if you learn or suspect that a password, device, or API Key has been lost, stolen, or used without permission.

3.5 Our staff. Personnel of iVision may access the Account and Customer Data only as needed to provide, secure, support, and maintain the Service, to investigate a suspected breach of these Terms, to comply with law, or as you request or allow.

4. Prices and the Founding Price

4.1 Subscription Fees. The Subscription Fees are the fees shown on our pricing page at the time you subscribe, or in an order form you sign, made up of (a) a monthly base fee for the Account, which includes one Seat, and (b) a monthly fee for each additional Seat. On the date of these Terms, the published prices are $99 a month for the Account, including one Seat, and $39 a month for each additional Seat. All fees are stated and charged in United States dollars.

4.2 No trial period. The Subscription is billed monthly, in advance, from the first day. We do not offer a free trial unless we grant one under Section 5.6.

4.3 The Founding Price.

• (a) If the Account is a founding Account, the Founding Price applies to the Subscription, including Seats added later, for as long as the Subscription remains active and in good standing, subject to Section 4.3(b).
• (b) If the Subscription ends for any reason, including Suspension under Section 8 or cancellation under Section 10, the Founding Price is kept only if the Account returns to an active Subscription within 60 days after the day Suspension began or cancellation took effect. If the Account returns after that period, the Subscription Fees then in effect for new customers apply.
• (c) The Founding Price is personal to the Account. It may not be transferred to another Account or business, except as part of a permitted assignment of these Terms under Section 27.2.
• (d) The Founding Price is not affected by a price change under Section 4.4 while Section 4.3(a) applies.

4.4 Price changes. We may change Subscription Fees for future Billing Periods by giving the Billing Contacts at least 30 days’ notice by email before the change takes effect. A change takes effect on the first Renewal Date after the notice period ends. If you do not agree with a change, you may cancel under Section 10 before it takes effect. Price changes never apply to a Billing Period that has already been paid.

4.5 Separately priced features. Some features may in future carry a separate allowance or charge. We will not charge you for such a feature unless its price was shown to you before you turned it on or bought it.

5. Billing, payment, and taxes

5.1 Payment method. You authorize us, and our payment processor, to charge the payment method on file for all Subscription Fees and other amounts due under these Terms when they are due. You must keep a valid payment method on file, using a payment method that the Service accepts. Payment card details are collected and stored by our payment processor, not by iVision.

5.2 Billing in advance. Subscription Fees are charged in advance on each Renewal Date for the Billing Period that begins on that date. Your first Renewal Date is the day your Subscription begins, unless we tell you otherwise. A Renewal Date may change as described in Section 9.2.

5.3 Adding Seats. When you add a Seat during a Billing Period:

• (a) before you confirm, the Service tells you that you will pay for the days that remain in the current Billing Period;
• (b) that prorated amount, calculated by the share of the Billing Period that remains, is charged to the payment method on file when you add the Seat, and if that charge is refused, the Seat is not added; and
• (c) from the next Renewal Date, the Seat is billed at the full monthly rate.

A Seat that is free under a promotional grant under Section 5.6 is not charged while the grant lasts.

5.4 Removing Seats. You may remove a Seat that no User holds. A removed Seat stops being billed from the next Renewal Date. We do not give a credit or refund for the rest of the current Billing Period. Removing a Seat does not delete Customer Data that its User created.

5.5 Invoices and receipts. On request, we provide an invoice or receipt for any charge. Where the billing area of the Service shows billing history, you may also view it there.

5.6 Promotional grants. We may, at our sole discretion, give an Account free time, free Seats, or other credits, for example to beta testers. Each grant states its end date. When a grant ends, the normal Subscription Fees apply from the date stated in the grant, without further notice beyond the reminder described in Section 6.3. A grant has no cash value and may not be transferred.

5.7 Taxes. Subscription Fees do not include sales, use, value-added, or similar taxes (“Taxes”). You are responsible for all Taxes on your purchases, except taxes on iVision’s net income. If we are required by law to collect Taxes, we will add them to your invoice unless you give us a valid exemption certificate.

5.8 Disputed charges. If you believe a charge is wrong, you must tell us in writing within 60 days after the charge. We will review it in good faith. Raising a dispute with your bank or card issuer without first contacting us may lead to Suspension while the dispute is open.

6. Renewals and reminders

6.1 Automatic renewal. The Subscription renews automatically for successive monthly Billing Periods, and the payment method on file is charged on each Renewal Date, until the Subscription is canceled under Section 10 or ends under Section 8 or Section 23.

6.2 Reminders. We may send the Billing Contacts reminders before a renewal or before the payment method on file expires. A reminder that is not sent or not received, for example because an email address is out of date, does not prevent a renewal or a charge.

6.3 Grant reminders. When a promotional grant under Section 5.6 is about to end, we email the Owners before it ends, normally about 7 days before.

7. Failed payments

7.1 First failure. If a charge on a Renewal Date fails (the “First Failure”), we will try to notify the Billing Contacts, by email or with a notice in the Service.

7.2 Retries. We, or our payment processor for us, may retry the charge on the payment method on file in the days after the First Failure. If a retry succeeds, the Account remains in good standing.

7.3 Paying. A Billing Contact may pay the amount owed at any time, by updating the payment method in the billing area of the Service where it offers that, or by contacting us at the address in Section 25.

7.4 Before Suspension. From the 3rd day after the First Failure, while payment is still outstanding, we may show a warning to the Users of the Account and hold back changes to the Account, such as adding Seats or inviting people. Customer Data stays available to your Users until Suspension begins.

8. Suspension for non-payment

8.1 When Suspension may begin. If payment is still outstanding 7 days after the First Failure, we may suspend the Account.

8.2 What may stop. During Suspension, we may stop all or part of the Service for the Account, including:

• (a) the apps in the Service, except as stated in Section 8.3;
• (b) every API Key of the Account;
• (c) public booking pages of the Account;
• (d) reminders and notifications that the Service would otherwise send; and
• (e) emails scheduled to be sent by or through the Service, including automatic or repeating invoices.

8.3 What keeps working. During Suspension:

• (a) Billing Contacts can still pay what is owed, through the billing area of the Service or by contacting us; and
• (b) forms on your own websites that send enquiries to Vision continue to deliver them to the Account.

8.4 No data is deleted by Suspension. Suspension does not delete Customer Data. Section 11 governs retention and deletion.

8.5 Other grounds for Suspension. We may also suspend all or part of the Service, or any User or API Key, immediately and without prior notice, if we reasonably believe that (a) the Account or a User is breaching Section 13 or Section 14, (b) a suspension is needed to prevent harm to the Service, to other customers, or to any person, or (c) a law, court order, or government authority requires it. We will tell you the reason, unless the law prohibits it, and will restore access once the reason no longer applies.

9. Returning after Suspension

9.1 Return. An Account returns to good standing when a Billing Contact pays the amount we show or tell you is owed. On return, we restore access to the Service, the Account’s Customer Data, settings, and Seats as they were when Suspension began, subject to any deletion permitted by Section 11.4.

9.2 Billing restarts on return. On return, a new Billing Period begins on the day of payment, and that day becomes the Account’s Renewal Date.

9.3 One forgiven lapse each year. For the first return in any 12-month period, we forgive the unpaid Subscription Fees for the Billing Period that went unpaid, and you pay only for the new Billing Period that begins on the day you return. For any further return within the same 12-month period, you must also pay the Subscription Fees for the days of the unpaid Billing Period before Suspension began, calculated by the share of that Billing Period those days represent, in addition to the new Billing Period that begins on the day you return. The 12-month period is counted back from the date of each return.

9.4 Founding Price on return. Section 4.3(b) governs whether the Founding Price applies on return.

10. Cancellation and refunds

10.1 Cancellation by you. An Owner may cancel the Subscription at any time by writing to us at the address in Section 25, or in the billing area of the Service where it offers cancellation. Cancellation takes effect at the end of the current Billing Period, and no further Subscription Fees are charged after that.

10.2 Access after cancellation. Until cancellation takes effect, the Service remains available as normal. After it takes effect:

• (a) we may limit the Account so that Owners can view Customer Data but not create or change anything, and API Keys and public booking pages may stop working;
• (b) for 60 days after cancellation takes effect, forms on your own websites that send enquiries to Vision continue to deliver them to the Account, and after that they may stop; and
• (c) Section 11.4 governs retention and deletion of Customer Data.

10.3 Refunds. Except where the law requires otherwise or these Terms say so, Subscription Fees are not refundable, and we do not give refunds or credits for a partial Billing Period, for Seats that were not used, or for a period in which the Account was not used.

10.4 Coming back. If a canceled Account returns to an active Subscription, Sections 9.1, 9.2, and 4.3(b) apply as they do after Suspension, so the Founding Price is kept if the Account returns within 60 days after cancellation took effect.

11. Your data: ownership, copies, retention, and deletion

11.1 Ownership. As between you and iVision, you own all rights in Customer Data. These Terms do not give iVision any ownership of Customer Data.

11.2 Our limited license. You grant iVision a worldwide, non-exclusive, royalty-free license, for the term of these Terms and the Retention Period in Section 11.4, to host, copy, process, transmit, and display Customer Data only as needed to (a) provide, secure, support, and maintain the Service for you, (b) carry out your instructions given through the Service or in writing, (c) prevent or address technical, security, or fraud problems, and (d) comply with law. We do not sell Customer Data, and we do not use Customer Data for advertising.

11.3 Copies of your data. The Service does not yet offer a self-service export of all Customer Data. While the Account is active, and during the Retention Period, an Owner may ask us in writing for a copy of the Account’s Customer Data, and we will work with you in good faith to provide it in a reasonable, commonly used format.

11.4 Retention after Suspension or cancellation.

• (a) After Suspension begins under Section 8, or cancellation takes effect under Section 10, we keep Customer Data for at least 60 days, counted from the day Suspension began or cancellation took effect (the “Retention Period”).
• (b) Customer Data is never deleted automatically because of non-payment or cancellation. After the Retention Period, a person at iVision may choose to delete the Account’s Customer Data. Until that person does so, the Account may still return under Section 9.
• (c) Before a person at iVision deletes the Account’s Customer Data under Section 11.4(b), we email the Billing Contacts at least 7 days before the deletion.

11.5 Deletion at your request. An Owner may ask us in writing to delete the Account and its Customer Data sooner. We will do so within 30 days after confirming the request, except for information we must keep under Section 11.6.

11.6 Backups and records we keep. Deleted Customer Data may remain in backup copies until those copies are overwritten or expire in the normal course. While it remains in a backup, we do not use it except to restore the Service. We may keep Account Information and billing records for as long as the law requires, for example for tax and accounting purposes, and records needed to resolve a dispute or enforce these Terms.

11.7 Usage Data. We may collect and use Usage Data to operate, secure, and improve the Service, and to prepare statistics that do not identify you, any User, or any individual.

11.8 Your responsibilities for Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and for the way you obtained it. You represent that you have all rights, notices, and consents needed for iVision to process Customer Data as these Terms describe, including the personal information of your own clients and contacts.

12. Data processing terms

12.1 Roles. For personal data within Customer Data, you are the controller and iVision is the processor, as those terms are used in the Virginia Consumer Data Protection Act, Va. Code § 59.1-575 et seq. (the “VCDPA”), and in any similar law that applies. Where you are subject to the VCDPA, this Section 12 is the contract between controller and processor that the VCDPA requires.

12.2 Instructions. We process personal data within Customer Data only on your documented instructions. These Terms, your use of the Service, and your written requests are your instructions. The nature and purpose of the processing is providing the Service. The types of personal data are those you choose to put in the Service, typically names, contact details, business details, communications, appointment details, and invoice and payment records of your own clients and contacts. The duration of processing is the term of these Terms plus the Retention Period.

12.3 Confidentiality of personnel. We make sure that each person who processes personal data for us is bound by a duty of confidentiality.

12.4 Subprocessors. We may engage other companies to process personal data on our behalf (each a “Subprocessor”). We list our current Subprocessors in our Privacy Policy. Each Subprocessor is bound by a written contract that requires it to meet obligations for the personal data that are at least as protective as ours under this Section 12. We will give notice of a new Subprocessor by updating that list and by email to Owners at least 15 days before it begins processing, so that you may object. If you object on reasonable data-protection grounds and we cannot address the objection, you may cancel under Section 10 with a pro-rated refund of prepaid fees for the rest of the Billing Period.

12.5 Assistance. Taking into account the nature of the processing, we will give you reasonable help, through the Service’s features or on request, to (a) respond to requests from individuals exercising their rights, (b) meet your obligations on the security of processing and on notice of a breach of security of the system, and (c) carry out data protection assessments.

12.6 Deletion or return. At the end of the Retention Period, or on your earlier written request, we will delete or return all personal data within Customer Data, unless the law requires us to keep it, as described in Section 11.

12.7 Information and assessments. On your reasonable written request, we will make available the information in our possession that is needed to show our compliance with this Section 12. We will allow and cooperate with reasonable assessments by you or an independent assessor you appoint, no more than once in any 12-month period, at your cost, on 30 days’ notice, during business hours, and under a duty of confidentiality. Instead, we may arrange, at our cost, an independent assessment of our security measures using an appropriate and accepted control standard, and give you a report of it on request.

12.8 Security incidents. If we confirm a breach of security that results in unauthorized access to or acquisition of personal data within Customer Data, we will notify the Owners without undue delay, and in any case within the time the law requires, and will give the information we reasonably can to help you meet your own obligations.

12.9 Location. We store and process Customer Data in the United States.

13. Acceptable use

13.1 Prohibited uses. You must not, and must not allow any User or other person to:

• (a) use the Service in breach of any law or regulation, including laws on privacy, consumer protection, electronic communications, anti-spam, export control, and anti-discrimination;
• (b) send unsolicited bulk messages, or messages that are false, misleading, or deceptive, including in their sender, subject, or origin;
• (c) upload or send content that is unlawful, defamatory, harassing, or obscene, that infringes or misappropriates anyone’s rights, or that contains viruses or other harmful code;
• (d) access, or try to access, any account, data, or system that is not yours, or test, scan, or probe the Service’s vulnerabilities without our prior written permission;
• (e) interfere with or disrupt the Service, other customers’ use of it, or the networks and servers that run it, including by placing an unreasonable load on them;
• (f) get around any limit, permission, security measure, or billing control of the Service;
• (g) copy, modify, translate, or make derivative works of the Service, or decompile, disassemble, or reverse engineer it, except to the extent the law expressly permits this despite this restriction;
• (h) access the Service to build a competing product, or to copy its features, design, or user interface;
• (i) resell, sublicense, rent, lease, or provide the Service to third parties, or use it as a service bureau, except for the use of your own Users;
• (j) use the Service to store or process payment card numbers, Social Security numbers, health information subject to HIPAA, or other sensitive categories of personal data; or
• (k) use the Service in any situation where its failure could lead to death, personal injury, or serious physical or environmental damage.

13.2 Messages sent through the Service. Invoices, receipts, reminders, and other messages that you send to your own clients through the Service are sent on your behalf, may identify your business as their sender, and are your responsibility.

13.3 Reporting. If you become aware of a breach of this Section 13 by any User, you must stop it promptly and tell us.

14. API and API Keys

14.1 Use of the API. You may use the API only through API Keys issued to the Account, only to access the Account’s own Customer Data, only as the Documentation describes, and only in compliance with these Terms.

14.2 Issuing and permissions. Owners and Admins may create, replace, and revoke API Keys in the Service. Each API Key is limited to the permissions chosen for it. You are responsible for choosing the narrowest permissions your software needs.

14.3 Keeping keys secret. You must keep each API Key and its secret confidential, store them securely, and not place them in public code, websites, or apps that run on a visitor’s device. Every call made with an API Key is treated as made by you.

14.4 Revocation. If an API Key is lost or exposed, you must revoke it in the Service at once. After revocation, access that was already granted to software using that key may continue for a short time. We may revoke or disable any API Key that we reasonably believe has been exposed, misused, or used in breach of these Terms, and will tell you when we do.

14.5 Limits. We may set and enforce reasonable limits on the API, such as the number of calls in a period, and will describe them in the Documentation.

14.6 Changes to the API. We may change the API. We will try to give reasonable notice in the Documentation before we remove or make a backward-incompatible change to a published, generally available part of the API, unless the change is needed for security, legal, or urgent technical reasons.

14.7 Suspension. API Keys may stop working during Suspension, as stated in Section 8.2(b).

15. Third-Party Services

15.1 Your choice. You may choose to connect Third-Party Services to the Account. When you do, you authorize us to exchange Customer Data with that Third-Party Service as needed for the connection to work. Your use of a Third-Party Service is governed by your agreement with its provider, not by these Terms.

15.2 No responsibility. iVision does not provide, control, or warrant Third-Party Services, and is not responsible for their availability, security, acts, or omissions, or for any change they make that affects their connection to the Service.

16. Availability, maintenance, and support

16.1 Availability. We use commercially reasonable efforts to make the Service available, but we do not guarantee that it will be uninterrupted, available at any particular time, or free of errors. These Terms do not include a service level agreement, uptime commitment, or service credits.

16.2 Maintenance. We may carry out planned maintenance, during which the Service may be unavailable or limited. We may carry out emergency maintenance at any time without notice.

16.3 Support. We provide support by email at hello@runonvision.com. We aim to answer on business days, Monday to Friday, US Eastern Time, excluding US federal holidays, but we do not commit to a response or resolution time.

16.4 Changes to the Service. We may change, add, or remove features of the Service from time to time. If we remove a feature that is material to the Service as a whole, we will give the Owners at least 30 days’ notice, and you may cancel under Section 10 before the removal takes effect, with a pro-rated refund of prepaid Subscription Fees for the rest of the Billing Period.

17. Security

17.1 Our safeguards. We maintain administrative, technical, and physical safeguards that are reasonable for the nature of the Service and Customer Data, designed to protect Customer Data against unauthorized access, loss, and alteration. They include encrypted connections to the Service, role-based permissions for Users, optional two-step sign-in, restricted administrative access to our servers, and regular backups.

17.2 Your safeguards. You are responsible for the security of your own devices, networks, and accounts, for the permissions you give Users and API Keys, and for removing access for people who leave your business.

17.3 No certification. iVision does not claim any security certification or independent audit report for the Service, unless it is stated in writing in an order form.

18. Confidentiality

18.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with these Terms that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, its security, and its pricing is iVision’s Confidential Information.

18.2 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) the Recipient knew lawfully before receiving it, (c) the Recipient received lawfully from a third party without a duty of confidentiality, or (d) the Recipient developed independently without using the Discloser’s information.

18.3 Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms, will disclose it only to its personnel, Affiliates, Subprocessors, and advisers who need to know it and are bound by confidentiality duties at least as protective as these, and will protect it with at least reasonable care.

18.4 Compelled disclosure. The Recipient may disclose Confidential Information when the law or a court requires it, if it gives the Discloser prompt notice, where the law allows, and reasonable help to seek protection.

19. Intellectual property and feedback

19.1 Our rights. iVision and its licensors own all rights, title, and interest in the Service, the Websites, the Documentation, the Vision name and marks, and all improvements to them. Except for the limited rights in Section 19.2, these Terms grant you no rights in them.

19.2 Your right to use the Service. Subject to these Terms and payment of the Subscription Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription for your Users to access and use the Service for your internal business purposes.

19.3 Feedback. If you or your Users give us suggestions or feedback about the Service, we may use them for any purpose without obligation to you. Feedback does not include Customer Data.

19.4 Publicity. We will not use your name or logo to identify you as a customer without your prior written permission.

20. Warranties and disclaimers

20.1 Mutual warranties. Each party warrants that it is validly formed and has the authority to enter into these Terms.

20.2 Our warranty. We warrant that we will provide the Service in a professional manner, with reasonable skill and care, and in material conformity with the Documentation. If the Service does not conform to this warranty, and you tell us in writing within 30 days after the non-conformity first appears, we will use commercially reasonable efforts to correct it. If we cannot correct it within a reasonable time, either party may end the affected Subscription, and we will refund prepaid Subscription Fees for the rest of the Billing Period. This is your only remedy for a breach of this warranty.

20.3 No professional advice. The Service is a tool for running your business. It does not provide legal, tax, accounting, financial, or other professional advice. Calculations, reports, invoices, and tax amounts produced by the Service depend on the settings and data you provide, and you are responsible for checking them and for your own legal, tax, and accounting obligations.

20.4 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICE, THE WEBSITES, AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND IVISION DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. IVISION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

21. Limitation of liability

21.1 EXCLUSION OF INDIRECT DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

21.2 CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY YOU TO IVISION UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY.

21.3 Exceptions. Sections 21.1 and 21.2 do not limit (a) your obligation to pay fees, (b) a party’s liability for its gross negligence, willful misconduct, or fraud, (c) a party’s obligations under Section 22, or (d) any liability that cannot be limited under applicable law.

21.4 Data. You are responsible for keeping your own copies of Customer Data that you cannot afford to lose. Our sole obligation for lost or corrupted Customer Data is to use commercially reasonable efforts to restore it from our most recent backup.

21.5 Basis of the bargain. The parties agree that the limitations in this Section 21 are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

22. Indemnification

22.1 By you. You will defend iVision and its members, officers, and personnel against any claim, demand, suit, or proceeding brought by a third party arising from (a) Customer Data, (b) your or your Users’ use of the Service in breach of these Terms or the law, or (c) messages you send through the Service, and will pay any damages, fines, and reasonable attorneys’ fees finally awarded or agreed in settlement.

22.2 By us. iVision does not undertake to defend or indemnify you against any third-party claim, including a claim that the Service infringes or misappropriates a third party’s patent, copyright, trademark, or other intellectual property right. This Section 22.2 does not limit Section 21.3(b) or Section 21.3(d).

22.3 Procedure. The party seeking defense must give prompt written notice of the claim, give the defending party sole control of the defense and settlement (except that no settlement may impose a non-monetary obligation or admission on the indemnified party without its consent), and give reasonable cooperation at the defending party’s cost.

23. Term and termination

23.1 Term. These Terms begin when you accept them and continue until the Account is closed and the Retention Period has ended.

23.2 Termination for breach. Either party may terminate these Terms by written notice if the other party materially breaches them and does not cure the breach within 30 days after receiving written notice describing it. We may terminate immediately by written notice if you breach Section 13 in a way that causes or threatens serious harm.

23.3 Termination by us for convenience. We may stop offering the Service by giving the Owners at least 90 days’ written notice, and will refund prepaid Subscription Fees for any period after the Service ends.

23.4 Effect. When these Terms end, your right to use the Service ends, Section 11.4 applies to Customer Data, and you must pay all amounts accrued before the end. If we terminate under Section 23.3, or you terminate under Section 23.2 for our breach, we will refund prepaid Subscription Fees for the rest of the Billing Period.

23.5 Survival. Sections 1, 5.7, 11, 12 (for as long as we hold Customer Data), 18, 19.1, 19.3, 20.4, 21, 22, 23.4, 23.5, 25, 26, and 27 survive the end of these Terms.

24. Changes to these Terms

24.1 Changes. We may update these Terms from time to time. We will post the updated Terms on our website with a new “Last updated” date.

24.2 Notice of material changes. If a change materially reduces your rights or increases your obligations, we will notify the Owners by email at least 30 days before it takes effect. If you do not agree, you may cancel under Section 10 before the change takes effect, and the earlier Terms continue to apply until then.

24.3 Other changes. Changes required by law, changes for new features, and changes that do not materially affect your rights take effect when posted.

24.4 Acceptance. Continuing to use the Service after a change takes effect means you accept it.

25. Notices

25.1 To you. We may give notices to you by email to the Owners and Billing Contacts, or by a notice in the Service. Email notices are given when sent.

25.2 To us. You may give us notices by email to hello@runonvision.com, the one address for support, billing, legal, and privacy matters, or by post or courier to iVision Studios LLC, Attn: Legal, 6604 Richmond Rd PMB 10, Williamsburg, Virginia 23188-7233. Notices of breach, termination, or a legal claim must also be sent by post or courier.

25.3 Electronic communications. You agree that notices, agreements, and other communications that we provide electronically satisfy any legal requirement that they be in writing, as provided by the Virginia Uniform Electronic Transactions Act, Va. Code § 59.1-479 et seq.

26. Governing law and venue

26.1 Governing law. These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Venue. Each party consents to the exclusive jurisdiction and venue of the state courts located in the City of Williamsburg and County of James City, Virginia, and the United States District Court for the Eastern District of Virginia, Newport News Division, for any dispute arising out of or relating to these Terms or the Service, and waives any objection based on inconvenient forum. Either party may seek an injunction or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

27. General

27.1 Entire agreement. These Terms, together with the Privacy Policy, any order form, and any document they expressly refer to, are the entire agreement between the parties about the Service and replace all earlier agreements and understandings about it.

27.2 Assignment. Neither party may assign or transfer these Terms without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign them without consent to an Affiliate or to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which these Terms relate, on written notice to the other party. Any other attempted assignment is void.

27.3 Force majeure. Neither party is liable for a delay or failure to perform, other than a failure to pay, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, riots, labor disputes, government action, failures of utilities, internet, or hosting providers, and denial-of-service attacks.

27.4 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

27.5 No third-party beneficiaries. These Terms do not give any right to anyone other than the parties.

27.6 Severability and waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible, and the rest of these Terms will remain in effect. A failure or delay to enforce a provision is not a waiver of it.

27.7 Export and sanctions. You represent that you and your Users are not located in, or a resident or national of, a country or region subject to comprehensive United States sanctions, and are not on any United States government list of restricted parties, and you will not use or export the Service in breach of United States export or sanctions laws.

27.8 United States government users. The Service is commercial computer software and commercial computer software documentation, provided to United States government users only with the rights granted to all other customers under these Terms.

27.9 Headings and summaries. Headings and the plain-language summaries are for convenience only. They do not affect the meaning of these Terms. The words “including” and “for example” mean “including without limitation”.

27.10 Contact. Questions about these Terms: hello@runonvision.com, or iVision Studios LLC, 6604 Richmond Rd PMB 10, Williamsburg, Virginia 23188-7233.