Terms of Service

1. Definitions

• “Application” means the Vispull web application at app.vispull.com, its features, and the website at vispull.com.
• “Customer Content” means the images, files, folder names and file metadata you connect or upload, the searches and messages you type or speak, and anything else you provide to the Application.
• “Derived Data” means the information the Application generates from Customer Content, such as image descriptions, detected objects, materials, colours and text, part boxes, search vectors, collections and duplicate groupings.
• “Output” means the results, replies (written or spoken), layouts and other material the Application shows you.
• “Connected Source” means a Google Drive or Dropbox account you connect to the Application.
• “Plan” means the subscription you choose: Solo, Studio / Team or Institutional / Archive.
• “Order” means the invitation email, invoice or written order in which we confirm your Plan, any Library onboarding package and their fees.

2. The Application

Vispull is one standardized software application. Every customer uses the same Application, with the same code and the same AI models, under these same Terms. We do no software development, configuration or manual tagging for any individual customer. What differs between customers is their own Customer Content.

The Application lets you connect a Google Drive or Dropbox account, or upload images, and then search those images by typing, speaking or showing a reference image. It describes each image when it is indexed and answers searches with matching images and short replies.

We may improve, change or remove features. If a change materially reduces the core functions of your Plan during a period you have already paid for, you may cancel and we will refund the prepaid fees for the unused part of that period. Features marked “coming soon” on our website are not part of any Plan until we release them.

The Application relies on third-party platforms, including Google Drive, Dropbox and the AI model providers listed in our Privacy Policy. Their availability, and the permissions they allow, are set by those providers.

3. Accounts and invitation-based access

Access to the Application is by invitation. You ask for access on our website or by email; if we accept the request, we send an invitation by email. We may decline any request.

Each account belongs to one named person. You must give accurate information, keep your password and sign-in methods secure, and tell us promptly through the contact form at vispull.com/contact if you believe someone has used your account without permission. You are responsible for activity under your accounts.

You must be at least 18 years old and use the Application for professional or business purposes. If you accept these Terms for an organization, you confirm that you have authority to bind it, and “you” means that organization.

4. Subscription fees and billing

The Plans and prices are published on our pricing page and are the same for every customer:

There is no free plan. Solo and Studio / Team are billed monthly in advance; Institutional / Archive is billed yearly in advance. Until online checkout is available, we bill you by invoice, and payment is due on the terms stated in your Order.

Renewal and cancellation. Subscriptions renew automatically for another period of the same length unless you cancel before the current period ends. You can cancel at any time by writing to us through the contact form at vispull.com/contact; cancellation takes effect at the end of the period you have paid for.

Price changes. We will tell you by email at least 30 days before a price change, which applies from your next renewal.

Taxes. Fees do not include taxes. You pay any sales, use, value-added or similar taxes on your purchase, other than taxes on our income.

Late payment. If an amount is more than 15 days overdue, we may suspend access after telling you by email, until it is paid.

Refunds. Except where these Terms or applicable law say otherwise, fees are not refundable and we do not refund partial periods.

5. The Library onboarding package

Library onboarding is a standardized, fixed-scope, one-time package. It is the same for every customer and consists of:

1. one-time indexing of your existing image library, from your Connected Sources or uploads, by the same Application every customer uses;
2. workspace setup: setting up your account and connecting your sources; and
3. one team training session on how to use the Application.

The package covers the computing cost of indexing an existing library up front. It does not include software development, configuration specific to you, manual tagging, moving or reorganizing files, or any other work outside the three items above.

The fee is US$5,000 per client, charged once and payable as stated in your Order. The package is complete when indexing of the library identified in your Order has run, your workspace is set up and the training session has been held or offered to you. Files the Application cannot read, such as damaged or unsupported files, are listed in the Application and are not processed by hand. Once indexing has started, the fee is not refundable.

6. Your content and data

Ownership. As between you and Vispull, you own your Customer Content and the Output generated for you. We claim no ownership of them.

Our permission to use it. You give Vispull a non-exclusive, worldwide licence to access, copy, process, transmit, store and display Customer Content and Derived Data, solely to provide, secure, support and improve the Application for you. This includes sending images and text to the AI model providers named in the Privacy Policy so they can return results. Vispull does not sell Customer Content, does not use it for advertising and does not use it to train AI models.

Files stay in your Google Drive or Dropbox

Files in a Connected Source stay there. Vispull does not move, edit or delete them, and it does not store copies of them: when you view an image, the Application fetches it from the provider. Images you upload directly to the Application are stored by Vispull.

The permissions the Application requests allow reading, not changing:

• Google Drive: the scope https://www.googleapis.com/auth/drive.readonly, plus openid, email and profile. Google grants this scope as permission to view the files in your Drive; the Application lists your folders and the image files that are not in the trash, reads those image files, and reads your Google account's email address and basic profile to identify the connection.
• Dropbox: the scopes files.content.read, files.metadata.read, sharing.read and account_info.read. These allow reading files, their metadata and sharing information, and your account details. They do not allow changing anything.

The Application stores, for each image, the Derived Data and file metadata described in the Privacy Policy, and it stores your Connected Source access tokens in encrypted form. If you choose to keep folders in sync, it checks the Connected Source for new and changed images.

Disconnecting and removing. Disconnecting a Connected Source deletes its stored access tokens, and the Application stops reading from it. Derived Data already created from that source stays in your library until you remove the images or ask us to delete your account. Removing an image from your library deletes its Derived Data and, for an uploaded image, the stored file; it never touches the file in your Connected Source.

Your responsibilities. You confirm that you have the rights needed to use Customer Content with the Application and to give us the licence above, including any consents needed from people who appear in your images.

7. Acceptable use

You agree not to:

• break the law, or upload or connect content that is unlawful or that you have no right to use;
• infringe anyone's intellectual property, privacy or publicity rights;
• upload sexual content involving minors, or content that promotes violence or harassment;
• try to reach another customer's account or data, or get around security measures or usage limits;
• use the Application to identify people from their faces;
• copy, reverse engineer or decompile the Application, except where the law allows it despite this restriction;
• resell the Application or give access to anyone outside your organization without our written consent;
• use the Application to build a competing product, or extract data from it by automated means; or
• interfere with the Application's operation or put an unreasonable load on it.

We may suspend access that breaks these rules. Where we reasonably can, we will tell you why beforehand and give you a chance to fix it.

8. AI-generated output

The Application uses AI models to describe images, interpret searches, rank results and write and speak replies. AI Output can be wrong, incomplete or inconsistent. Descriptions such as a probable place, period, material or technique are estimates, and a reply may state something about an image that is not true.

Output is not professional advice of any kind, including architectural, engineering, legal or conservation advice, and it does not authenticate or attribute a work. Check Output before you rely on it, and do not use it as the sole basis for decisions about safety, money or rights. Similar Output may be produced for other customers. You are responsible for how you use Output.

9. Confidentiality

“Confidential Information” means non-public information one party receives from the other that is marked confidential or that a reasonable person would treat as confidential. Your Customer Content is your Confidential Information.

Each party will use the other's Confidential Information to perform under these Terms, protect it with at least reasonable care, and share it with its employees, contractors and providers who need it for that purpose and are bound by duties of confidentiality at least as protective. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. If the law requires disclosure, the receiving party will give notice where the law allows, so the other party can seek protection.

10. Privacy

Our Privacy Policy explains what personal information we collect and how we use it. It forms part of these Terms.

11. Our intellectual property and feedback

Vispull keeps all rights in the Application, its software and its website. During your subscription we give you a limited, non-exclusive, non-transferable right to use the Application for your internal business purposes, under these Terms.

If you send us suggestions or feedback, we may use them without obligation to you.

12. Term, suspension and termination

These Terms apply from when you create an account or accept an Order until your account is closed.

You may cancel as described in section 4. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days after written notice. We may suspend or terminate access immediately if it is needed to prevent harm to the Application, other customers or third parties, or to comply with law. If we stop offering the Application, we will give at least 30 days' notice and refund prepaid fees for the unused period.

When your account closes, your access ends. Files in your Connected Sources are not affected. Within 30 days after closure, or after you ask us in writing to delete your account, we delete the Customer Content and Derived Data we store for you, except where the law requires us to keep something. Sections 6 to 9 and 11 to 16 continue to apply after termination.

13. Warranty disclaimer

The Application is provided “as is” and “as available”. To the fullest extent the law allows, Vispull disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy.

We do not promise that the Application will be uninterrupted, error-free or secure, that Output will be accurate, or that Derived Data will be preserved. We make no commitment about uptime or response times. Keep your own copies of images you upload directly; your files in Connected Sources remain with their provider.

14. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible.

To the fullest extent the law allows, each party's total liability arising out of or relating to these Terms is limited to the fees you paid to Vispull in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to your obligations under section 15, or to liability that cannot be limited by law.

15. Indemnity

You will defend Vispull against third-party claims arising from your Customer Content or from your breach of section 7, and pay the resulting damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. Vispull will tell you promptly of the claim and let you control its defence, with our reasonable cooperation at your expense.

16. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in Los Angeles County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Application, and each party consents to their jurisdiction.

17. Changes to these Terms

We may update these Terms. We will post the new version on this page with its date and, for a material change, tell you by email at least 30 days before it takes effect. If you keep using the Application after that, the new Terms apply; if you do not agree, you may cancel before they take effect.

18. General

These Terms, together with any Order and the Privacy Policy, are the whole agreement between you and Vispull about the Application. If an Order conflicts with these Terms, the Order controls for that purchase. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver. The parties are independent contractors.

Notices to us go through the contact form at vispull.com/contact. Notices to you go to the email address on your account.

19. Contact

Vispull, LLC, Los Angeles, California. Write to us through the contact form at vispull.com/contact.