Terms of Use for Online Services
This agreement (the “Agreement”) is between VIZUAL, Inc (“VIZUAL”, “we”, “us” or “our”) and you and applies solely to your use of vizualinc.com, and vizualnet.com, Online Services. “Online Services” are our websites and other Internet and mobile-based services (including all Material available thereon), in each case that require an account, a username and password, or some other special relationship with VIZUAL in order to gain access. For purposes of this Agreement, “Material” means any data, content, software, recordings, video or other material (including information, applications, products, services, advertising and links to third party websites). Please carefully read this Agreement, which contains important provisions regarding your use of our Online Services and which make you responsible for certain losses associated with your use of our Online Services. By accepting using our online services, you agree to the terms of this Agreement. If you don’t agree with the terms in this Agreement, do not use our Online Services.
YOUR ABILITY TO ENTER INTO THIS AGREEMENT. You represent and warrant that you are of legal age to enter into and carry out this Agreement, and, if you are using the Online Services on behalf of any entity, that you are authorized to enter into this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violates this Agreement. USE OF ONLINE SERVICES. Subject to your compliance with this Agreement, VIZUAL authorizes you to access and use the Online Services, for your personal or internal business purposes only, in accordance with the
ordinary and intended functionality of each applicable Online Service, this Agreement and applicable law.
This authorization is revocable, non-exclusive and non-transferable. You may not access or use the Online Services (i) for any other purpose without VIZUAL’s prior written consent, (ii) in any manner that violates third party rights or applicable law, or (iii) that, as determined by us in good faith, might harm us, our users or any Online Services. For instance, you may not:
Rent, lease, lend, sell, assign, sublicense, transfer or otherwise make available, copy, distribute, modify, translate, reverse engineer, disassemble, decompile or make derivative works from, any portion of any Online Services (provided that the information and content you obtain via the Online Services may be used in accordance with the express permission you receive under this Agreement);
Introduce any viruses or other harmful code to any Online Services or use any robots, scrapers, framing mechanisms or similar devices in connection with any Online Services;
Attempt to gain unauthorized access to any Admin and user account, system, data, technology or network through any Online Services;
Circumvent any technical measures designed to restrict, control or track your access to or protect the security of or manage rights associated with any Online Services, and you will not otherwise attempt to gain access to anyone else’s account; Modify, remove or hide any proprietary rights notices contained within the Online Services; Impersonate any other person or entity, misrepresent your relationship with any person or entity or solicit information for unlawful purposes, in each case when using any Online Services; or
Provide to any Online Services any Material which, or engage in or encourage any action that: (a) is libelous, defamatory, tortious, invasive of privacy or publicity rights, or is obscene, abusive, threatening, or promotes violence, physical harm, racism or bigotry, (b) violates or infringes any person’s legal rights or the legal rights of any entity, including copyrights, trademarks and patents, (c) violates any law or contract, (d) advocates any unlawful activity, (e) solicits funds for, or otherwise advocates for or against, any organization, goods or services, or (f) is false, misleading, incomplete or outdated.
In the event VIZUAL terminates your authorization to access or use the Online Services, you must immediately cease accessing and using the Online Services. Such termination does not excuse any separate obligations you may have to VIZUAL (e.g., making a use license fee payment). To the maximum extent permitted by law, as between you and VIZUAL, VIZUAL reserves and shall retain all right, title and interest (including all copyrights and database rights, and all other intellectual property and proprietary rights) in and to the Online Services.
Except for the express authorization to access or use the Online Services, nothing herein will be construed as granting or conferring, expressly, impliedly or otherwise, any license or other rights to the Online Services. CHANGES TO ONLINE SERVICES. We may, from time to time in our sole discretion, terminate, suspend, change or update the Online Services or your ability to access and use the Online Services without notice, subject to applicable law. Neither we nor our service providers will be liable if all or any part of the Online Services is unavailable or changes at any time.
RESPONSIBILITY FOR YOUR MATERIAL;
MATERIAL. As between you and VIZUAL, you are and will be solely responsible and liable for your Material. We do not assume and will not have any liability or responsibility to you or any other person or entity for your Material. Your Material is provided solely as a convenience, and you access and use it entirely at your own risk and subject to applicable terms. You agree to comply with any applicable terms when using the Online Services.
THIRD PARTY MATERIAL. As between you and VIZUAL, you are and will be solely responsible and liable for your Material. We do not assume and will not have any liability or responsibility to you or any other person or entity for third party Material. Third party Material is provided solely as a convenience, and you access and use it entirely at your own risk and subject to applicable third-party terms. You agree to comply with any applicable third-party terms when using the Online Services. The inclusion of third-party Material in the Online Services does not constitute an endorsement, express or implied, of any products or service provided by third parties other than VIZUAL.
YOUR WARRANTIES AND REPRESENTATIONS. You warrant and represent that: (i) all of your Material is truthful and accurate—and, with respect to any factual information you may provide—complete, (ii) you have (and will, at all relevant times, continue to have) all of the rights, authorizations, consents and permissions necessary and sufficient in your Material to grant the rights, licenses and privileges in this Agreement and to otherwise perform your obligations under this Agreement, and that our exercise of such rights, licenses and privileges will not obligate us to pay any amounts to any third party, (iii) you do not and will not, and your Material does not and will not, infringe, violate or misappropriate any third-party right (including any copyright, data or database right, moral right, privacy right, right of publicity or any other intellectual property or proprietary right), and (iv) your Material does not and will not defame or libel any person. VIZUAL reserves the right to verify the accuracy of any of your Material, and to take any step it deems appropriate in response to instances of submission of incorrect or falsified data or other Material provided by you. This may include correction of royalty payments made to you or third parties, or termination of your or other third parties’ access to Online Services. VIZUAL is not liable for any inaccuracies relating to such royalty distributions.
INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND (AT VIZUAL SOLE OPTION) AND HOLD HARMLESS VIZUAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS AND AFFILIATED PARTIES (INCLUDING VIZUAL, THE “VIZUAL PROTECTED PARTIES”) FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM OR RELATED TO (I) YOUR ACCESS OR USE OF THE ONLINE SERVICES, (II) YOUR MATERIAL, OR (III) YOUR BREACH OF THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN (ALL OF THE FOREGOING, “INDEMNIFIED CLAIMS”). YOU WILL REASONABLY ASSIST AND COOPERATE WITH VIZUAL IN CONNECTION WITH ANY SUCH INDEMNIFIED CLAIM.
DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
YOUR ACCESS TO, AND USE OF, THE ONLINE SERVICES IS AT YOUR OWN RISK.
THE ONLINE SERVICES ARE PROVIDED “AS IS” AND VIZUAL EXPRESSLY DISCLAIMS ALL EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ONLINE SERVICES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE. VIZUAL DOES NOT WARRANT OR REPRESENT THAT ANY ONLINE SERVICES ARE CURRENT, ACCURATE, COMPLETE, ERROR-FREE, UNINTERRUPTED, SECURE OR SAFE, OR THAT ANY ONLINE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL COSTS ASSOCIATED WITH ANY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE, INCLUDING YOUR COMPUTER, AS PART OF YOUR USE OF THE ONLINE SERVICES. VIZUAL IS NOT RESPONSIBLE OR LIABLE FOR YOUR MATERIAL OR ANY THIRD-PARTY MATERIAL, INCLUDING THE CONTENT OR SECURITY THEREOF.
NEITHER VIZUAL NOR ANY OTHER VIZUAL PROTECTED PARTY WILL BE LIABLE TO YOU FOR ANY LOST PROFITS, REVENUES, INFORMATION OR DATA, OR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO YOUR ACCESS TO OR USE OF ANY ONLINE SERVICES, WHETHER CAUSED BY TORT, NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE TOTAL LIABILITY OF VIZUAL AND THE OTHER VIZUAL PROTECTED PARTIES WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE ONLINE SERVICES. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO LOSSES ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY OR THE EXCLUSION OF OR LIMITS ON IMPLIED WARRANTIES OR ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF ANY LIMITATION IN THIS SECTION IS UNENFORCEABLE IN ANY INSTANCE, THEN SUCH LIMITATION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
If you don’t agree with the terms in this Agreement, do not use our Online Services.
VIZUAL, Inc
info@vizualinc.com