Term of Service
Welcome to Visily.
This Terms of Service governs your access to and use of the Visily.ai website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Sites”). The Sites are owned and operated by Visily (“Visily”, “us”, “we”, “our” or “ours”).
If you are unwilling or unable to be bound by these Terms, please do not use the Sites, the Products and Services.
PLEASE BE ADVISED THAT THESE TERMS OF SERVICE CONTAINS BINDING ARBITRATION PROVISIONS IN SECTION 11 WHICH WILL REQUIRE YOU TO SUBMIT DISPUTES (WITH OUT-OUT OPTION) BETWEEN YOU AND Visily TO BINDING ARBITRATION. YOU MAY OPT OUT OF BINDING ARBITRATION BY SENDING Visily A WRITTEN NOTICE IN ACCORDANCE WITH SECTION 11.
1. User Accounts, Registration and Access
In order to access certain content, material, products or services on the Sites, you may be asked to register and create an account. As part of the registration process, you may be asked to click to agree to these Terms, and may then be asked to select or submit a user name and password. You may also be required to provide us with certain information about yourself including some types of personally identifiable information, including your legal name, phone number, address, email address, gender, and age.
You are responsible for maintaining the confidentiality of your account including ensuring that your password and account login are kept secret, safe, and secure at all times. You agree that you are solely responsible for any activities that occur in connection with your account, whether or not you have authorized such activities. You agree to notify us immediately of any unauthorized use of your account. Visily will not be held responsible or liable for any misuse of your account in the event that a third party has access to and uses your password and account login in any way.
When upgrade the plan through the Sites, you will be required to provide other personal information, such as shipping address, billing address, and payment details. Additional information may be collected by Visily or its third-party providers at this time for security and anti-fraud purposes. You represent that the personal information you provide to us via the Site is true, valid, complete and up-to-date in all respects, and you confirm that you are the person referred to in the shipping (unless the item is a gift) and billing information provided. Should any of the information you provide on the Site change, please login to your account and update such information directly on the Site.
We administer the Website from the United States of America. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, to the extent authorized under applicable law you do so on your own initiative and are responsible for compliance with local laws.
2. Product Purchases and Use of Services
Visily may use a third-party payment processor to process payments made through the Sites. By making purchases of Products and Services on our Site, you consent to the use of such third-party payment processors.
You are responsible for paying any governmental taxes imposed in connection with use of the Site or the purchase or any products or services made available through the Sites, including sales, use, and excise taxes. To the extent that Visily is obligated to collect such taxes, the applicable tax will be added to your billing account. Such policies may be changed at any time at Visily’s sole discretion.
Use of Services via Desktop and Mobile Applications
Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-exclusive, non-transferable license to download and install a copy of Visily Apps which allows you to access and use Visily’ Services on mobile and desktop devices that you own or control. You may use those copies of the Apps solely for your own personal, non-commercial use. We reserve all rights in the desktop and Mobile Apps not expressly granted to you by these Terms.
Third Party Links
3. General Restrictions on Use
You agree to use the Sites and the Services only for purposes that are permitted by these Terms of Service and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions. You may only use the Sites and Services for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use, and for no other purposes.
You will not (and will not attempt to):
Access any of the Services by any means other than through the interface that is provided by Visily;
Gain unauthorized access to Visily’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, the Services, Visily’s networks and computer systems;
Access any of the Sites or the Services through any automated means or with any automated features or devices (including use of scripts or web crawlers);
Access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose, including, without limitation, commercial purposes;
Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site or the Services for any purpose; and
Reproduce, duplicate, copy, sell, trade or resell any products or services bearing any trademark, service mark, trade name, logo or service mark owned by Visily in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
We are under no obligation to enforce these Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated these Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
“Your Content” means Content that you submit or transmit to, through, or in connection with the Service. “User Content” means Content that users (other than yourself) submit or transmit to, through, or in connection with the Services. “Visily Content” or “Site Content” means Content that we create and make available in connection with the Services. “Third Party Content” means Content that originates from parties other than Visily or its users, which is made available in connection with the Services.
a. Responsibility for Your Content
You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance upon its quality, accuracy, or reliability, or any disclosure you make that makes you personally identifiable. You acknowledge that you own, or have the necessary permissions to use and/or authorize the use of, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Visily. You acknowledge that you may expose yourself to liability if: Your Content contains material that is false, intentionally misleading, or defamatory; violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including, but not limited to hate speech or spam; exploits or otherwise harms anyone; and violates or advocates the violation of any law or regulation.
Our Service allows you and other users to create and join public groups (“Public Groups”). Public Groups enable users who have a common interest or affiliation to chat among themselves. Your Content and User Content in Public Groups are publicly available to other users. Public Groups may contain User Content which you may find unsuitable, and you may choose to leave any of such groups at any time. You are fully responsible for Your Content, and we are under no obligation to review Your Content and User Content in Public Groups. You may report Content which you find inappropriate or has violated these Terms by using our in-app reporting tools.
THE INFORMATION, OPINIONS, AND CONTENT EXPRESSED IN PUBLIC GROUPS ARE NOT NECESSARILY THOSE OF Visily OR CONTENT PROVIDERS. Visily DOES NOT UNDERTAKE TO MONITOR OR REVIEW PUBLIC GROUPS, AND THE CONTENT OF PUBLIC GROUPS IS NOT THE RESPONSIBILITY OF Visily. Visily MAY REMOVE OR MODIFY ANY CONTENT WITHOUT NOTICE OR LIABILITY AT ANY TIME AT Visily’ SOLE DISCRETION. ANY USE OF THE PUBLIC GROUPS WILL BE AT YOUR OWN RISK AND WILL BE SUBJECT TO THE DISCLAIMERS AND LIMITATIONS ON LIABILITY SET OUT HEREIN.
b. Our rights to use Your Content
We gather and compile information and data about our users and their usage of the Services on a collective basis, in a manner which does not disclose or reveal any personally identifiable information about individual users. You understand, acknowledge, and agree that we are the sole owners of all such aggregated, anonymous data for all purposes, and have the unrestricted right to use such data and to disclose or distribute such data to third parties as we see fit, throughout the world, in any media or form.
c. Removing Content
We reserve the right to remove, screen, edit, or disable access to any of Your Content, without notice to you, that we consider, in our sole discretion, to be in violation of these Terms or otherwise harmful to the Services.
If you create a username for your account, we may remove or reclaim it if we believe it is inappropriate or violates any trademark policies (such as when a trademark owner complains about a username that does not closely relate to the user’s real name).
d. Reporting Violations
While we are under no obligation to review Your Content, we reserve the right to do so at any time. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties, and we may cooperate with such authorities as they may request, all without liability to us.
As between you and Visily, you own Your Content. We exclusively own Visily Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Service (excluding Your Content, User Content and Third Party Content).
We, or our licensors also own the copyrights, trademarks, patents, service marks, trade names, and other intellectual and proprietary rights throughout the world (the “IP” Rights) associated with Visily Content and Services. These Terms do not grant you any right, title, or interest in the Visily Service, Network, or Content. You understand and agree that you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any Content that is not Your Content (including, without limitation, Visily Content, other User Content, or Third Party Content), in whole or in part, except as expressly authorized by the owner of the Content.
As between you and Visily, Visily owns or licenses all information and materials, including logos, designs, titles, phrases, product names, images, illustrations, icons, photographs, audio, video, and the copyrights, trademarks, service marks, trade dress, and other intellectual property rights associated therewith, in or made available through the Sites (“Site Content”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Content. All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Content. As between you and Visily, all names, trademarks, symbols, slogans, or logos appearing on the Sites are proprietary to Visily or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Content, other than the right to use the Site Content in accordance with these Terms.
We welcome your feedback, ideas, proposals, comments and suggestions for improving our Services (collectively, “Feedback”). By sending us Feedback, you agree that: (i) your Feedback doesn’t contain the confidential or proprietary information of third parties; (ii) we are under no obligation of confidentiality, expressed or implied, with respect to your Feedback; (iii) we may have something similar to the Feedback already under consideration or in development; (iv) we own all right, title and interest in and to your Feedback, even if you have designated it as confidential; and (v) we are free to use the Feedback for any purpose, without any restriction or compensation to you. You hereby irrevocably assign all right, title and interest in and to the Feedback to us.
For avoidance of doubt, Visily shall be under no obligation: (1) to maintain any Comments in confidence; (2) to compensate you in any way for your Comments; or (3) to respond to any Comments.
6. Errors, Inaccuracies, and Omissions
Occasionally there may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel the subscription if any information on the Sites is inaccurate at any time without prior notice (including after you have submitted your order). We cannot and do not review all communications, products, or services made available on or through the Sites, but, although not obligated to, may review, verify, make changes to or remove any Comments, Site Content, or the Sites, including information submitted in connection with the Site Content or other features at any time, with or without notice in our sole discretion.
7. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY, SINCE IT LIMITS THE LIABILITY OF Visily. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
A. YOU AGREE THAT THE SERVICE IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND THAT YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK (INCLUDING, WITHOUT LIMITATION, THE RISK THAT YOU MIGHT BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT, INACCURATE, OBJECTIONABLE, OR OTHERWISE INAPPROPRIATE). WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, THE SAFETY OR SECURITY OF THE SERVICE, OR ANY CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE.
B. WE MAKE NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH A THIRD PARTY ON THE SERVICE).
C. YOU AGREE THAT OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES OR CONTENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT, IF ANY, YOU PAID DIRECTLY TO Visily IN CONNECTION WITH THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (II) $100.
D. Visily AND ITS AFFILIATES DISCLAIM ALL LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO REPUTATION TO YOU OR ANY THIRD PARTY, INABILITY TO USE THE SERVICE, COSTS OF PROCURING SUBSTITUTE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, LOSS OF INFORMATION OR DATA, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES), WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICE OR CONTENT, EVEN IF Visily HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless Visily, its affiliates, its officers, directors, members, employees, agents and representatives from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees) in any way related to or arising out of: (i) your access to or use of the Products and Services, (ii) Your Content, (iii) your violation of any of these Terms; or (iv) the infringement by you, or anyone using your account, of the intellectual property rights or other rights of any person or entity. Visily reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims at your expense. You agree not to settle any matter for which you are required to indemnify us without our prior written consent in each case. We will use reasonable efforts to notify you of any such claim, action, or proceeding once we become aware of it; however, our failure to notify will not affect your obligations hereunder (except to the extent that our failure to notify you materially prejudices your ability to defend the claim).
9. Copyright and Trademark Disputes
We respect copyright law and expect our members to do the same. We have adopted and implemented a policy that provides for the termination in appropriate circumstances of registered members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you believe any Content or materials on the Services infringe your copyright, you agree to abide by the notice and takedown procedures set forth in the Digital Millennium Copyright Act.
10. Our Policy Toward Children
Our Service is not directed to children under the age of 13, and we do not knowingly collect, solicit, or store personally identifiable information from, or about children under the age of 13. For that reason, we ask you to confirm your age when you sign up for the Services by providing an accurate age. If a parent or guardian becomes aware that his or her under 13 child has provided us with personally identifiable information without his or her consent, he or she may delete the child’s entire account.
11. Binding Arbitration
a. Informal Negotiation
In the event of any dispute, claim, or cause of action that you may have against us arises out of or relates to your use of the Services (“Dispute”), you agreed that you will first contact us in writing of the Dispute at the contact information below (“Notice”). The Notice must describe 1) Your legal name, 2) Your phone number; 3) The basis and nature of the Dispute; and 4) The specific relief sought. Upon our receipt of your Notice, the parties will attempt in good faith to informally resolve the Dispute within 30 calendar days before initiating arbitration proceedings (“Informal Resolution”).
b. Mandatory Arbitration
If the parties are unable to resolve the Dispute through the Informal Resolution process, then you agreed that the Dispute shall be exclusively resolved and settled by confidential binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and where applicable and appropriate, the AAA Supplementary Procedure for Consumer Related Disputes (www.adr.org) The initiating party may decide the arbitration to be conducted in person, online and/or be based on written submission. In the case of in-person arbitration, then it shall be conducted in California, Orange County. The language shall be English. Any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. No Class Action
THE ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. UNLESS BOTH YOU AND Visily AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
d. Arbitration Opt-Out
You have the right opt out mandatory arbitration by sending us a written notice of your decision to opt out, within 30 days of the date you first accepted these Terms, to our physical address listed below. Your written notice must include your phone number, your legal name, country of residence, and your email address. If you send us a written notice or if this binding arbitration provision is invalidated, in whole or in part, then the mandatory arbitration provisions in this Agreement will not apply, and the parties agree that the exclusive jurisdiction and venue described in Section 12 above shall apply. IF YOU DO NOT SEND THIS WRITTEN NOTICE, THEN YOU AGREE TO BE BOUND BY THE MANDATORY ARBITRATION PROVISIONS IN THESE TERMS.
You may terminate these Terms at any time by closing your account, discontinuing your use of the Services, and providing us with a notice of termination at the address provided below.
We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, without notice or liability of any kind. If we close or suspend your account for violating these Terms, such closure or suspension shall be deemed a termination with cause. We may also modify or terminate the Service without prior notice.
We may provide you with notices by email, regular mail, push notifications or communications through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (to the email address you provide in your account profile) satisfy any legal requirement that such communications be in writing.
You will comply with all applicable laws and regulations governing your use of the Services and posting of Your Content (including, without limitation, all applicable laws governing export control). In particular, but without limitation, you agree that:
If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List, you will not engage in commercial activities on or with Visily;
You will not export or re-export the Services or the Mobile App into any United States embargoed countries where receiving products, services, or software from the United States is prohibited.
By using the Services or the Mobile App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo that prohibits receiving products, services, or software from the United States, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You will also not use the Services or the Mobile App for any purpose prohibited by U.S. law, including, but not limited to the development, design, manufacture or production of missiles, nuclear, chemical, or biological weapons.
You may not assign, transfer, or sublicense these Terms without our prior written consent. We may assign, transfer, or sublicense these Terms without restriction, and without notice to you. Any assignment, transfer, or sublicense attempted in violation of these Terms will be void.
These Terms constitute the entire agreement between you and us regarding your use of the Service, and supersede any prior or contemporaneous agreements between you and us regarding the Service. The parties acknowledge that no reliance is placed upon any representation made, but not expressly contained in these Terms. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision on our part.
If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, the remaining portions will remain in full force and effect, and any unenforceable portion will be construed and enforced in a manner that most closely reflects the intent of the original language.
The parties are independent contractors, and nothing in these Terms is intended to or shall create any type of joint venture, partnership, employer/employee, fiduciary, or franchise relationship between us.
The Site is controlled and operated from within the United States. Without limiting anything else, Visily makes no representation that the Sites, Site Content, Comments, Services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Sites from other locations do so on their own volition and are responsible for compliance with applicable laws.
If you have any feedback, questions, or concerns regarding this TOS, please send us a detailed message to [email protected] We will make every effort to resolve your concerns.