Terms and Conditions

Binding Legal Agreement

These Terms and Conditions form a legally binding agreement between you (the "User" or "Client") and Visual Metrics (the "Company," "we," "us," or "our") governing your use of our website, services, and products. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not access or use our website or services.

These Terms and Conditions supplement and work in conjunction with our Terms of Service, Privacy Policy, and any other agreements or policies referenced herein.

Definitions and Interpretation

For purposes of these Terms and Conditions:

"Services" means all data visualization, dashboard development, consulting, and related services provided by Visual Metrics
"Website" refers to domain.com and all associated subdomains and web properties
"Content" includes all text, graphics, software, data, and other materials on our website or provided through our services
"User Content" means any data, information, or materials provided by you or on your behalf
"Intellectual Property" includes patents, copyrights, trademarks, trade secrets, and other proprietary rights
"Agreement" refers collectively to these Terms and Conditions, our Terms of Service, Privacy Policy, and any applicable service agreements

User Obligations and Legal Responsibilities

Compliance with Laws and Regulations

You agree to comply with all applicable laws, regulations, and industry standards when using our services, including but not limited to:

Data protection and privacy laws (GDPR, APPI, CCPA, etc.)
Intellectual property and copyright laws
Export control and economic sanctions regulations
Anti-money laundering and anti-corruption laws
Telecommunications and electronic communications regulations
Consumer protection and fair trade practices

Prohibited Conduct and Activities

You expressly agree not to engage in any of the following prohibited activities:

Using our services for any unlawful, fraudulent, or malicious purposes
Violating the rights of others, including privacy, publicity, or intellectual property rights
Transmitting harmful code, including viruses, malware, or ransomware
Attempting to circumvent security measures or access controls
Engaging in activities that could damage, disable, or impair our services
Using automated systems to access or scrape our website without permission
Impersonating others or providing false information
Harassing, threatening, or abusing our staff or other users
Using our services to compete with us or develop competing products
Reselling or redistributing our services without authorization

Age and Legal Capacity Requirements

By using our services, you represent and warrant that:

You are at least 18 years of age or the age of majority in your jurisdiction
You have the legal capacity to enter into binding contracts
You are not prohibited from using our services under any applicable law
All information you provide is accurate, current, and complete

Indemnification Obligations

You agree to indemnify, defend, and hold harmless Visual Metrics, its officers, directors, employees, agents, and affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

Your violation of these Terms and Conditions or any applicable law
Your misuse of our services or website
Infringement of third-party intellectual property rights by your User Content
Any false or misleading information you provide
Your negligent or willful misconduct

Content Guidelines and Restrictions

User Content Responsibilities

When providing data or content for use with our services, you are solely responsible for ensuring that your User Content:

Does not violate any third-party intellectual property rights
Does not contain confidential information belonging to others without authorization
Complies with all applicable data protection and privacy laws
Does not include offensive, defamatory, or illegal material
Is accurate and not misleading

Prohibited Content Types

You may not upload, transmit, or provide content that:

Contains personally identifiable information without proper consent
Infringes copyrights, patents, trademarks, or trade secrets
Violates confidentiality agreements or non-disclosure obligations
Includes hate speech, discriminatory material, or incitement to violence
Contains adult content or material harmful to minors
Promotes illegal activities or substances
Contains spam, advertising, or unsolicited commercial communications

Content Review and Removal

We reserve the right to review, monitor, and remove any User Content that violates these Terms or is otherwise objectionable, without notice or liability. However, we are not obligated to monitor User Content and assume no responsibility for content provided by users.

Disclaimers and Limitation of Warranties

Service Provided "As Is"

OUR SERVICES AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Implied warranties of merchantability and fitness for a particular purpose
Warranties regarding accuracy, completeness, or reliability of content
Warranties of non-infringement of third-party rights
Warranties regarding uninterrupted or error-free operation
Warranties that defects will be corrected

No Professional Advice

While we strive to provide high-quality data visualization services, our services do not constitute professional advice in accounting, legal, financial, or other specialized fields. Any information or recommendations provided are for informational purposes only and should not be relied upon as professional advice. You should consult with qualified professionals regarding specific business decisions.

Third-Party Services and Integrations

Our services may integrate with or rely upon third-party platforms, software, and services (such as Tableau, Power BI, or cloud infrastructure providers). We do not warrant the availability, functionality, or suitability of such third-party services. We are not responsible for any issues, limitations, or failures arising from third-party services.

Results and Performance

We do not guarantee specific results, outcomes, or performance improvements from using our services. The effectiveness of data visualizations and dashboards depends on many factors outside our control, including data quality, organizational processes, and user adoption. Individual results may vary.

Limitation of Liability

Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISUAL METRICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, or business opportunities
Loss of data or information
Business interruption or downtime
Loss of goodwill or reputation
Cost of substitute services or products

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not we were advised of the possibility of such damages.

Cap on Total Liability

IN NO EVENT SHALL VISUAL METRICS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES EXCEED THE GREATER OF:

The amount paid by you to Visual Metrics in the twelve months preceding the claim, or
One hundred thousand Japanese Yen (¥100,000)

Exceptions to Limitations

The above limitations do not apply to liability that cannot be excluded or limited under applicable law, including:

Liability for death or personal injury caused by our negligence
Liability for fraud or fraudulent misrepresentation
Liability for willful misconduct or gross negligence
Any other liability that cannot be excluded under mandatory consumer protection laws

Basis of the Bargain

These limitations reflect an allocation of risk and are a fundamental basis of our agreement. Our pricing and willingness to provide services reflect these limitations. If these limitations are found unenforceable, you agree to pay us additional fees to reflect the increased risk exposure.

Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is due to circumstances beyond our reasonable control, including but not limited to:

Acts of God, natural disasters, or severe weather events
War, terrorism, riots, or civil unrest
Government actions, embargoes, or regulatory changes
Epidemics, pandemics, or public health emergencies
Strikes, labor disputes, or work stoppages
Power outages, telecommunications failures, or internet disruptions
Cyber attacks, hacking attempts, or other security incidents
Failures or delays by third-party service providers

In the event of a force majeure situation lasting more than 30 days, either party may terminate the affected service agreement without penalty.

Governing Law and Jurisdiction

Applicable Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Jurisdiction and Venue

Any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Tokyo, Japan. You irrevocably consent to the jurisdiction and venue of such courts and waive any objections based on inconvenient forum.

Dispute Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations. If negotiations fail within 30 days, either party may pursue formal dispute resolution through:

Mediation conducted under the rules of the Japan Commercial Arbitration Association
Arbitration as provided in any applicable service agreement
Litigation in the courts specified above

General Provisions

Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Entire Agreement

These Terms and Conditions, together with our Terms of Service, Privacy Policy, Cookie Policy, and any applicable service agreements, constitute the entire agreement between you and Visual Metrics regarding the subject matter herein and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this section is void.

Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

Language

These Terms are prepared in English. In case of any conflict between English and translated versions, the English version shall prevail to the extent permitted by law.

Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. When we make material changes, we will notify you by:

Updating the "Last Updated" date at the top of this page
Posting a notice on our website homepage for at least 30 days
Sending email notification to registered users (for significant changes)

Your continued use of our services after the effective date of modified Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must stop using our services.