Terms of Service

These Terms of Service (“Terms”) govern your use of Vearse software, websites, cloud services, downloadable applications, plugins, device libraries, APIs, and related services (collectively, the “Services”).

The Services are provided by Vearse, LLC, doing business as Vearse (“Vearse,” “we,” “us,” or “our”).

By downloading, accessing, purchasing, or using the Services, you agree to these Terms.

1. The Services

Vearse provides software for designing, documenting, visualizing, connecting, inspecting, monitoring, sharing, and managing technology infrastructure.

The Services may include products such as:

• DaMatrix, the desktop rack and panel builder;
• DaMatrix plugins, including DaMatrix Spaces and DaMatrix Integrate;
• Synapse, the device library and device-intelligence engine;
• VearsePro, the online building platform at app.vearse.com, including GroundWork, Workshop, and BuildingAtlas; and
• additional plugins, utilities, cloud services, and future products.

These Terms also cover products previously offered under earlier names, including Aetheria Studio, Aetheria Essentials, ResonanceSpaces, ResonanceIntegrate, and ResonanceConnect.

Features may vary by product, subscription, platform, version, and account status.

2. Free, Paid, and Legacy Versions

Vearse may offer free versions, free features, trials, paid subscriptions, legacy versions, or promotional access.

Free functionality may be subject to limits such as project limits, feature restrictions, export restrictions, cloud restrictions, or usage quotas.

Legacy versions may continue to operate locally, but Vearse does not guarantee that legacy versions will receive:

• new features;
• bug fixes;
• security updates;
• operating-system compatibility updates;
• support; or
• continued access to cloud services, APIs, search services, or other online functionality.

Vearse may change the features included in free or paid offerings from time to time.

3. Accounts and Eligibility

You must be at least 18 years old, or the age of majority where you live, to create an account or purchase a subscription.

Some Services may be used without an account. Other features require you to create or sign into a Vearse account.

You are responsible for:

• maintaining the security of your account;
• providing accurate account information;
• activities performed through your account; and
• notifying Vearse if you believe your account has been compromised.

You may not impersonate another person or use an account you are not authorized to access.

4. Subscriptions and Billing

Certain Services require a recurring subscription.

Subscription prices, billing periods, and included features are displayed at the time of purchase.

Unless otherwise stated, subscriptions automatically renew at the end of each billing period until cancelled.

Payments may be processed by third-party payment providers such as Stripe. You authorize Vearse and its payment provider to charge the applicable subscription fees and taxes to your selected payment method.

Prices may change. Vearse may offer introductory or launch pricing for a limited time. If we change the price of a subscription you already have, we will notify you before the new price applies, and the new price will take effect at your next renewal after that notice. You may cancel before then to avoid the new price.

5. Cancellation

You may cancel a recurring subscription at any time by:

• using the “Manage my subscription” link on our website, which opens our payment provider’s billing portal; or
• emailing [email protected] from the email address on your account.

Unless otherwise stated, cancellation takes effect at the end of the period already paid for. After that period ends, access to the applicable paid product or feature may be disabled.

Cancelling one Vearse product does not necessarily cancel other Vearse products you continue to subscribe to.

6. Refunds

Except where required by law or expressly stated otherwise, payments are non-refundable once the applicable billing period has begun. Vearse may issue refunds or credits at its discretion. See our Refund Policy.

7. Product Entitlements

Access to paid Vearse products and plugins may be determined through Vearse’s licensing and entitlement systems. Different products may be licensed independently. For example, a user may have a DaMatrix Pro subscription but not a DaMatrix plugin, or may subscribe to several products at once.

Attempting to bypass, falsify, modify, forge, or circumvent Vearse licensing or entitlement controls is prohibited.

8. Your Projects and Data

You retain ownership of the original project information and content you create or upload to Vearse, subject to any rights held by third parties. This may include:

• project files;
• rack layouts;
• room layouts;
• connection information;
• notes;
• quotations;
• invoices;
• photographs;
• device information;
• custom device libraries; and
• other user-created content.

You grant Vearse a limited license to store, process, transmit, transform, display, and reproduce this content only as reasonably necessary to operate and improve the Services.

This license ends when the content is deleted from our systems, except where temporary backups, legal requirements, or technical limitations require short-term retention.

This section covers your own content. Content you submit to the shared device library is covered by Section 10.

9. Public and Shared Content

Certain Vearse features may allow you to publish or share projects, device information, visualizations, or other content with third parties. You are responsible for deciding what you share and with whom.

Anyone who has a shared link may be able to view the shared content and pass the link to others. Where available, disabling or deleting a shared link stops future access through the Services, but cannot undo copies others have already made.

You should not publicly share sensitive information such as:

• passwords;
• access credentials;
• private IP information where inappropriate;
• security-system details;
• confidential customer information; or
• information you are contractually prohibited from disclosing.

Vearse is not responsible for information that you intentionally make public or share with another person.

10. Contributions to the Shared Device Library

The shared device library may include devices contributed by users and by people Vearse engages to add devices. A “Contribution” is any device definition, image, port layout, specification, or related material you submit for inclusion in the shared library.

When you submit a Contribution, you grant Vearse a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, store, reproduce, adapt (for example, to format, resize, or correct it), display, and distribute the Contribution as part of the Services, and to let other users download, import, and use it in their own projects.

This license continues for as long as the Contribution remains in the shared library. If a Contribution is removed, copies that users imported into their projects before removal may remain in those projects.

You confirm that you own or have the necessary rights to each Contribution, including any images, and that sharing it does not infringe anyone else’s rights.

Vearse may review, edit, decline, or remove any Contribution. Contributions are not compensated and are not credited unless Vearse agrees otherwise in writing. Where you have a separate written agreement with Vearse to contribute devices, that agreement controls if it conflicts with this section.

11. Device Images and Third-Party Content

Vearse may allow users to upload images or use search, discovery, artificial-intelligence, image-processing, or third-party services to locate device information, photographs, specifications, manuals, pricing, or other material.

Third-party content remains subject to the intellectual-property rights of its respective owners. The fact that Vearse, Synapse, a search provider, or another service locates or displays material does not mean that Vearse owns that material or grants you rights to redistribute it.

You are responsible for ensuring that your use of third-party content complies with applicable law and any applicable license or usage restrictions.

12. Synapse and Automated Information

Synapse and other automated Vearse features may use search services, APIs, artificial intelligence, data extraction, or other automated systems. Results may be incomplete, inaccurate, outdated, or incorrectly matched. You should verify important technical information before relying on it.

Vearse does not guarantee the accuracy of automatically discovered:

• product specifications;
• dimensions;
• pricing;
• images;
• manuals;
• port information;
• compatibility information; or
• other third-party information.

13. Monitoring, Live Data, Thermal and Engineering Information

Certain Vearse products may display or calculate information relating to temperature, thermal conditions, airflow, power, capacity, device status, networking, connectivity, telemetry, equipment health, or other operational information. These features are provided as informational and planning tools.

Unless expressly stated otherwise, Vearse is not a certified engineering, safety, life-safety, electrical, fire-protection, or building-control system.

You must independently verify information where equipment safety, human safety, regulatory compliance, electrical loading, fire protection, security, or other consequential decisions are involved. Do not rely solely on Vearse before disconnecting, modifying, energizing, servicing, or otherwise interacting with physical equipment.

14. Connections to Third-Party Equipment

Vearse may connect to or obtain information from third-party devices, networks, systems, APIs, or services. You may only connect to equipment and networks you own or are authorized to access. You may not use Vearse to:

• gain unauthorized access;
• defeat authentication or security controls;
• interfere with networks or devices;
• conduct unauthorized surveillance;
• distribute malware; or
• violate applicable laws.

15. Vearse Intellectual Property

Vearse retains all rights in the Services, including its software, source code, interfaces, graphics, trademarks, logos, designs, proprietary device assets, documentation, algorithms, and underlying technology.

Your subscription or license permits you to use the Services. It does not transfer ownership of Vearse intellectual property to you. You may not reverse engineer, copy, resell, redistribute, sublicense, or create unauthorized derivative versions of the Services except where applicable law expressly permits it.

16. Acceptable Use

You may not use the Services to:

• violate applicable law;
• infringe intellectual-property rights;
• access systems without authorization;
• distribute malware;
• intentionally disrupt Vearse infrastructure;
• abuse APIs or automated services;
• circumvent usage limits;
• scrape Vearse services at unreasonable scale;
• bypass subscription or licensing controls; or
• interfere with another user’s use of the Services.

Vearse may suspend or terminate accounts engaged in abusive or unlawful activity.

17. Service Availability

We work to keep the Services available, but availability is not guaranteed. Services may occasionally be interrupted by maintenance, third-party outages, internet failures, cloud-provider failures, API failures, security events, software updates, or circumstances outside Vearse’s control.

We may modify, replace, discontinue, or add features to the Services.

18. Updates

Vearse may provide software updates automatically or make updated versions available for download. Updates may change features, interfaces, compatibility, or system requirements.

Current subscriptions generally provide access to currently supported versions of the applicable product, subject to the specific terms of the subscription. Legacy or grandfathered licenses may be limited to particular versions where expressly stated.

19. Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Vearse makes no warranty that the Services will be error-free; uninterrupted; completely accurate; suitable for every installation; compatible with every device; or appropriate for safety-critical use.

Some jurisdictions do not allow certain warranty exclusions, so portions of this section may not apply to you.

20. Limitation of Liability

To the maximum extent permitted by law, Vearse will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of profits, data, business, equipment use, or business opportunities.

Vearse is not responsible for damage resulting from a user’s decision to connect, disconnect, configure, install, remove, or operate physical equipment based solely on information displayed by the Services.

To the maximum extent permitted by law, Vearse’s total liability arising from the Services will not exceed the greater of (a) the amount you paid Vearse during the 12 months before the event giving rise to the claim; or (b) $100.

Applicable law may provide rights that cannot be limited by these Terms.

21. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless Vearse and its officers, employees, owners, contractors, and affiliates from claims, losses, liabilities, and expenses arising from:

• your unlawful use of the Services;
• content you upload or distribute, including Contributions;
• your infringement of third-party rights;
• your unauthorized access to equipment or networks; or
• your material violation of these Terms.

22. Enforcement Costs and Attorneys’ Fees

If Vearse brings a legal action or proceeding against you to enforce these Terms and Vearse substantially prevails, you agree, to the extent permitted by applicable law, to reimburse Vearse for its reasonable attorneys’ fees, court costs, and other reasonable expenses incurred in enforcing these Terms.

This section does not limit any rights or remedies available to either party under applicable law.

23. Suspension and Termination

Vearse may suspend or terminate access to the Services if you:

• fail to pay applicable fees;
• materially violate these Terms;
• circumvent licensing;
• misuse the Services;
• create security risks; or
• engage in unlawful activity.

Termination does not eliminate obligations that arose before termination.

24. Data After Cancellation or Termination

Local files stored on your own device remain under your control. Cloud-hosted information may become inaccessible after cancellation or termination.

Vearse may provide a reasonable period to retrieve cloud information, but we do not guarantee indefinite storage after a subscription ends. Users are responsible for maintaining appropriate backups of important information.

25. Privacy

Vearse’s collection and handling of personal information is governed by the separate Vearse Privacy Policy. The Services may use third-party providers for functions including authentication, billing, hosting, search, analytics, storage, and image processing.

26. Changes to These Terms

We may update these Terms as the Services evolve. If a change is material, we will provide reasonable notice through the Services, website, email, or another appropriate method. Continued use of the Services after updated Terms become effective constitutes acceptance where permitted by law.

27. Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Any legal proceeding relating to these Terms must be brought in the state or federal courts located in Mecklenburg County, North Carolina, unless applicable law requires otherwise. You consent to the jurisdiction and venue of those courts.

28. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

29. Entire Agreement

These Terms, together with any applicable order terms, product-specific terms, Privacy Policy, Refund Policy, or other incorporated policies, constitute the agreement between you and Vearse regarding the Services.

30. Contact

Questions regarding these Terms may be sent to:

Vearse, LLC
[email protected]