Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website, platform, and services provided by Visium Technologies, Inc. ("Visium," "we," "us," or "our"), including our TruContext platform and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services. We reserve the right to modify these Terms at any time, and your continued use of the Services after changes are posted constitutes your acceptance of the modified Terms.

1. Definitions

"Services" refers to the TruContext platform, website, software, applications, and any related services provided by Visium Technologies. "User," "you," or "your" refers to any individual or entity that accesses or uses our Services. "Content" refers to all information, data, text, software, graphics, images, and other materials available through the Services. "User Content" refers to any content that you submit, upload, or transmit through the Services.

2. Eligibility and Account Registration

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using the Services, you represent and warrant that you meet these eligibility requirements. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update your information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other security breach.

3. License and Restrictions

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not include any right to resell or commercial use of the Services, collection or use of product listings or descriptions, derivative use of the Services or their contents, downloading or copying of account information for the benefit of another party, or use of data mining, robots, or similar data gathering and extraction tools.

You agree not to: (a) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services; (b) remove, alter, or obscure any proprietary notices; (c) use the Services for any illegal purpose or in violation of any laws; (d) interfere with or disrupt the Services or servers or networks connected to the Services; (e) attempt to gain unauthorized access to any portion of the Services or any other systems or networks; (f) use the Services to transmit any viruses, malware, or other harmful code; (g) impersonate any person or entity or misrepresent your affiliation with any person or entity; or (h) collect or store personal data about other users without their consent.

4. Intellectual Property Rights

The Services and all content, features, and functionality, including but not limited to software, text, graphics, logos, images, audio, video, data compilations, and the compilation thereof, are owned by Visium Technologies or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, service marks, and logos (collectively, "Trademarks") may not be used without our prior written consent. All other trademarks, service marks, and logos used on the Services are the property of their respective owners. The TruContext name, logo, and related marks are trademarks of Visium Technologies and may not be used without permission.

Visium Technologies holds patents related to scalable multi-layered graph database technology and other innovations incorporated into the TruContext platform. Unauthorized use of our patented technology is prohibited and may result in legal action.

5. User Content

You retain ownership of any User Content you submit to the Services. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with providing and improving the Services.

You represent and warrant that you own or have the necessary rights to submit User Content and that your User Content does not violate any third-party rights or applicable laws. You are solely responsible for your User Content and the consequences of posting or publishing it. We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable, in our sole discretion.

6. Fees and Payment

Certain features of the Services may require payment of fees. All fees are stated in U.S. dollars and are non-refundable unless otherwise specified in a separate agreement. You agree to pay all applicable fees in accordance with the pricing and payment terms presented to you for the Services. We reserve the right to change our fees at any time, with notice provided in advance for subscription-based services.

If you provide payment information, you represent and warrant that you are authorized to use the designated payment method and authorize us to charge your payment method for the fees. You are responsible for all charges incurred under your account, including applicable taxes. If payment is not received or cannot be charged to your payment method, we reserve the right to suspend or terminate your access to the Services.

7. Term and Termination

These Terms commence when you first access or use the Services and continue until terminated by either party. You may terminate your account at any time by discontinuing use of the Services and contacting us to request account deletion. We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, including if we believe you have violated these Terms.

Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and dispute resolution provisions. We are not liable to you or any third party for any termination of your access to the Services.

8. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, VISIUM TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISIUM TECHNOLOGIES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Visium Technologies, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party, including any intellectual property rights; (d) your User Content; or (e) any allegation that your User Content caused damage to a third party.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You will not settle any claim that affects us or our affiliates without our prior written consent.

11. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including the formation, interpretation, breach, or termination thereof, shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English and shall take place in Virginia, United States, unless otherwise agreed by the parties.

YOU AND VISIUM TECHNOLOGIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and Visium Technologies each waive any right to a jury trial.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.

12. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the federal laws of the United States, without regard to conflict of law principles. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Virginia for any disputes not subject to arbitration.

13. Export Controls

The Services and related technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade sanctions maintained by the Office of Foreign Assets Control. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or trade sanctions.

14. Government Use

If you are a U.S. government entity or using the Services on behalf of a U.S. government entity, the Services are "Commercial Items" as defined in FAR 2.101 and are provided with only those rights as are granted to all other users under these Terms. Use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in these Terms and as provided in DFARS 227.7202-1(a) and 227.7202-3(a), FAR 12.212, or other applicable regulations.

15. Miscellaneous

These Terms constitute the entire agreement between you and Visium Technologies regarding the Services and supersede all prior agreements and understandings. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Any notices to you may be made via email or regular mail. We may also provide notices by posting them on the Services. Notices to us must be sent to the address provided in the "Contact Us" section below.

16. Contact Us

If you have questions about these Terms, please contact us: