Welcome to BADVISOR!
Badvisor is a visual SaaS platform that empowers creators and businesses to design and distribute Interactive web experiences based on XR technologies , from 3D product configurators, to virtual showrooms (each a “Design”). When you use the Service, you’ll have access to a variety of content provided by Badvisor and other content providers to use in your designs (“Licensed Content”). Your use of the Licensed Content is subject to the Subscription License Agreement. You also have the option to upload your own content (“User Content”) which you have full control and responsibility over. You can use Licensed Content, your User Content, and tools available in Badvisor to create your Designs.
You may use the Service only if you can form a binding contract with Badvisor and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.
2. Badvisor Legal and Contracting Entity
Badvisor.io is a trademark/product own and operated by BADBYTE Sagl (also “BADBYTE”), a company registered in Switzerland at the following address:
Lungolago Giuseppe Motta 4
6815 Melide, Ticino – Switzerland
For easier and more immediate reading of these Terms we use “Badvisor” instead of “BADBYTE” throughout the document. It is understood that BADBYTE is the Legal and the Contracting Entity you face as your counterpart when accessing, browsing or shopping on badvisor.io under these Terms.
By using the Service, you agree that these terms will become a legally binding agreement between you and BADBYTE.
3. Using the Service
Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).
Access to the Service
Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Badvisor reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account.
Acceptable Use Policy
Your use of the Service, your User Content, and your Designs, must comply with Badvisor’s Acceptable Use Policy.
Badvisor does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.
Restrictions on Use of the Service
You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.
4. Security and Data Privacy
Badvisor implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure.
5. Content and Designs
You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Badvisor, you own all right, title and interest in and to your User Content. You grant Badvisor a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant Badvisor a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design available.
You may use Licensed Content in connection with the Service. The use of Licensed Content is subject to additional license rights and restrictions set forth in the Subscription License Agreement. The applicable license rights and restrictions vary depending on the type and source of the Licensed Content.
Your Designs may include a combination of User Content and Licensed Content. While you retain ownership of your User Content, any use of Designs containing Licensed Content are subject to the applicable terms of the Subscription License Agreement.
Sharing and Publishing Your Designs
You may publish or share Designs with others within the Service, via a Third Party Service, or via a link. Badvisor maintains no responsibility in relation to such sharing of Designs and Badvisor’s enablement of such activity or the Service’s performance of actions to publicly share Designs at your instruction shall not be considered a violation of any of Badvisor’s obligations under these Terms.
Badvisor offers a free and paid Service. You can learn more about Badvisor’s various subscription offerings Here. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase.
Subscriptions and Renewals
If you are subscribing to Badvisor “Starter” or “Pro”, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.
Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Badvisor, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Free Trials and Pilots
Badvisor may offer you a free trial or pilot to allow you to try our Service. Badvisor reserves the right to set eligibility requirements and the duration for free trials and pilots.
At the end of your free trial, Badvisor will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the pilot period.
Changes to Pricing
Badvisor reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
7. Badvisor’s Intellectual Property
Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Badvisor and its licensors. You assign to Badvisor any suggestions, ideas, enhancement requests, or other feedback you provide to Badvisor relating to the Service or Badvisor’s products.
Badvisor owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products. We get great ideas about how to improve Badvisor from our users. If you share feedback or ideas with us, you’re letting us use that information to improve Badvisor, and we own any of those improvements we make.
8. Warranty Disclaimer
The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, Badvisor, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Badvisor does not warrant that your use of the Service will be uninterrupted or error-free. Badvisor does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that Badvisor does not own, operate, or control, and that Badvisor is not responsible for any of your data lost, altered, intercepted or stored across such networks. Badvisor will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside Badvisor’s reasonable control.
9. Third Party Services
You may elect to use the Service in conjunction with third-party websites, platforms or apps (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Badvisor makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.
10. Your Indemnity Obligations
You agree, to the extent permitted by law, to defend, indemnify and hold harmless Badvisor and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content.
11. Limitation of Liability
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) CHF 100 or (ii) the subscription fees paid by you to Badvisor during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’
In no event shall either Party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’
Badvisor is not responsible for, and assumes no liability for, the contents of User Content.
These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
12. Term and Termination
These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Badvisor’s free offering, when your account is deleted or terminated.
If Badvisor, in its sole discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, Badvisor’s Acceptable Use Policy, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Badvisor has the right to may take one or more of the following actions in its sole discretion: (i) delete the prohibited User Content or Designs; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Designs to appropriate government authorities.
Effect of Termination
In the event of termination of your subscription for cause due to default by Badvisor, Badvisor shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.
In the event of expiration or termination of your Subscription, you’ll have thirty (30) calendar days to delete the amount of data required to downgrade from Paid Subscription to a Free Subscription. Otherwise, Badbyte will have the right to proceed with the deletion of the exceeding data (unless legally prohibited) in a completely discretionary manner and without further notice.
The downgrade to the Free Subscription will result in a change in service based on the offer in effect at the time of the downgrade, which may include limitations on usage, and the Badvisor watermark logo in your scenes.
If you decide to delete your Account you will lose access to your Designs, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited).
Unless your account was terminated due to a Violation, you can download or export your User Content and Designs using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Badvisor Service unless you receive Badvisor’s written permission.
Survival of Terms
Sections titled “Term and Termination,” “Billing,” “Badvisor’s Intellectual Property,” “Limitation of Liability,” “Indemnification,”and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
Compliance with Applicable Law
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Badvisor agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.
Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of Switzerland, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Lugano, Switzerland and the parties consent to exclusive jurisdiction of such courts.
The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Badvisor from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
If you have a dispute arising out of these Terms, contact us Here and we’ll attempt to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and Badvisor each agree to resolve any claim, dispute, or controversy (excluding any Badvisor claims for injunctive or other equitable relief) arising out of or in connection with these Terms (collectively, “Claims”), by binding arbitration by the Swiss Arbitration Association (“ASA”) under the Swiss Rules of International Arbitration, except as provided herein. The arbitration will be conducted in Lugano (Switzerland) in Italian la language, unless you and Badvisor agree otherwise. Each party will be responsible for paying any ASA filing, administrative and arbitrator fees in accordance with ASA rules.
The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.
All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Badvisor are each waiving the right to a trial by jury or to participate in a class action.
The Parties may also decide at any time to submit their dispute to mediation in accordance with the Swiss Rules of Mediation of the Swiss Arbitration Centre. The mediation will be conducted in Lugano (Switzerland) in Italian la language, unless you and Badvisor agree otherwise.
You may not assign these Terms or any of your rights under these Terms without Badvisor’s consent except to any successor by way of a merger, acquisition, or change of control. Badvisor may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
Badvisor’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Badvisor’s ability to enforce any provision thereafter.
All required notices to you will be sent to the email address associated with your account or through other legally permissible means.
We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). For more information please read our Intellectual Property Policy.
Changes to these Terms
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on badvisor.io. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
Changes to the Service
Badvisor may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Badvisor discontinues the Service you are using during your subscription, Badvisor will migrate or make available to you a substantially similar service provided by Badvisor (if available) and if it’s unable to do so, Badvisor will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.
These Terms and the terms and policies referenced herein constitute the entire agreement between you and Badvisor with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Badvisor, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order.