Visibull Inc. Service Agreement
THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE
This Visibull Service Agreement (“Agreement”) governs provision of Services (defined below) by Visibull Incorporated (“we,” “our,” or “us”) and the person or entity that creates an account and accepts the Agreement’s terms (“you”). This Agreement takes effect when you click an “I Accept” button on our website. By accepting this Agreement you represent to us that you have the legal capacity to do so. If you are entering into this Agreement for a business entity, you represent to us that you have legal authority to bind that entity and that the entity is validly organized and existing under the laws of its state of formation.
Use of Services. We provide a variety of web services for digital signage management, and we refer to these as the “Services.” You may only use our Services as provided in this Agreement. You agree to comply with all laws, rules, and regulations applicable to your use of the Services and our website. We may change or discontinue any of the Services at any time, or change or remove features or functionality of the Services from time to time. We will notify you of any material changes to or discontinuation of the Services, but cannot promise to deliver that notification in advance.
Your Account. You must create an account to access the Services. You must keep your account passwords secure. You are responsible for any activities that take place under your account, or that take place on or via any of your displays and other mediums. If any information you provide during registration is not accurate (or if we have reasonable grounds to believe so), we have the right to suspend or terminate your account and refuse to grant you further access to the Services. You cannot use our website for any illegal or unauthorized purpose, or to promote or make solicitations for any illegal or unauthorized activity and you cannot interfere with or disrupt the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. If you do, we may cancel your account without prior notice and your content may be lost.
Your Content. Information stored on or linked to our site, and anything used in connection with the provision of the Services, is referred to here as “Content.” Anything you upload or link to our site is your Content. You cannot use the Services to distribute, share or solicit Content belonging to third parties without proper authorization from the owner(s) of that Content.
You must respect the proprietary and intellectual property rights of others (including trademark, copyright and trade secrecy) in creating your Content and you have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use all of your Content.
We don’t own any of your Content. We may preserve and store your Content, and may also disclose your Content if required to do so by law or if we believe in good faith that such preservation or disclosure is reasonably necessary to (i) comply with legal process (e.g., subpoenas); (ii) enforce this Agreement; (iii) respond to claims that any of your Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of us, our users and the public.
The Services may contain third party advertisements or materials, and/or links to third party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies or practices of any third party websites. In addition, we do not and cannot censor or edit the content of any third party website. By using our Services, you release us from liability arising from your use of any third-party website or as a result of any third party presence on our site.
If we receive notice under the Online Copyright Infringement Liability Limitation Act of the United States, or a similar law of any other country with jurisdiction (“Copyright Law”), we will comply with the requirements of the applicable law. This may mean that your Content is removed or that access to it is blocked. If we receive a notice under a Copyright Law related to your Content, we will notify you of the actions we are taking.
By accepting this Agreement, you give us a license to use your company logo (if you have one) for the limited purpose of indicating, on our website, that you are one of our customers. If, after acceptance of this Agreement, you wish us not to use your logo in this way, just notify us and we will cease using it.
In any legal document you enter with any third party that refers to us, you agree to refer to us as Visibull Incorporated, or Visibull, Inc. Nothing herein should be read to convey that we have consented to any obligation or participation in any such third party agreement, and any such consent is expressly withheld absent separate written agreement by us.
Our Content. Our Content is either created by us, used by us under an open source license, or is licensed to us by the holder of the applicable intellectual property rights. By using our Services, you agree that our Content is provided for informational purposes only, and that we have no liability to you for any inaccuracy or deficiency in it.
Security and Privacy. We do not sell your information, or information about you, to any third parties, unless you give us written permission to do so.
We will implement all measures required by law with respect to securing Content against accidental or unlawful loss, access or disclosure. However, our site is not an appropriate place to store confidential information or personal information, and you agree not to do so. Our site does not meet the requirements for storage of confidential or private information of the European Union’s Data Protection Directive, the Health Insurance Portability and Accountability Act of 1996 or the Gramm-Leach-Bliley Act of the United States of America, or other similar laws of other countries. Our site is intended only for the storage of non-private, non-confidential information. Information you don’t want the public to see should not be uploaded or linked to our site. If you do store such information on our site, you will defend, indemnify, and hold us harmless from all claims made against us, and all liabilities imposed on use or threatened against us, whether the claimant is a private party or a government agency.
You understand and agree that as part of the Services, you may receive certain communications from us, such as account creation confirmations, service announcements, administrative messages and any of the opt-in newsletters. You will be able to opt out of most of these communications, but not others (such as those concerning your account, displays, users and other administrative or monitoring matters). We’ll promise to keep notes from us at a minimum (we don’t like crowded inboxes either!). If you don’t want to receive any messages from us, ever, you will need to cancel your account. Sorry.
Paid Services; Payments. The pricing of those Services for which we charge a fee (“Paid Services”) varies from product to product. Before you place an order for a Paid Service, our site will show you the price and payment terms that apply. By placing the order, you agree to those terms.
Malfunctions may occur in the delivery of Paid Services from time to time, despite our best efforts. If a Paid Services loses functionality, please report this to us as soon as possible. If this happens, we will attempt to determine the amount of time functionality was lost, and will reduce the fees payable in an amount we deem appropriate to make up for the lost functionality.
Fees for Paid Services will normally include applicable taxes and duties, including value added taxes (“VAT”). You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Network Operators. Certain of our users (“Network Operators”) use our Services and our site to manage the digital signage of their own customers. Network Operators agree:
Not to represent or otherwise lead their customers to believe they are affiliated with us.
To defend and indemnify us as provided in the Indemnity section below from any lawsuit or other claim their customers bring against us, unless we have a separate contract with that customer, and the lawsuit or claim arises from matters covered in our contract with the customer.
Term and Termination. The term of this Agreement begins when you accept it and continues until terminated by you or us. You may terminate this Agreement for any reason by (i) providing us notice and (ii) closing your account for all Services. We may terminate this Agreement for any reason by providing you 30 days advance notice. We may also terminate this Agreement immediately upon notice to you if you take any act in violation of this Agreement, if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, or if we decide that termination of the Agreement is reasonably necessary to keep us in compliance with any law.
Upon any termination of this Agreement all your rights under this Agreement immediately terminate; you remain responsible for all fees and charges you have incurred through the date of termination, and the provisions on Indemnity will survive termination.
If you have prepaid for Services, we do not issue refunds for the month in which termination occurs, unless required by law to do so.
After termination, you may retrieve your Content only if you are not in breach with any provisions of the Agreement, and we determine that you have the legal right to possess such Content (i.e., we determine that you are not violating copyright laws).
Force Majeure. We will not be liable to you for any damages you suffer where our failure to perform is caused by events beyond our control, including without limitation Acts of God or the public enemy, war, terrorism, failure of communications or electricity networks, or the laws of any government or governmental agency.
No Warranty; Limitation of Liability. THE SERVICES ARE PROVIDED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
WE ARE NOT LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, NOR ARE WE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (i) YOUR INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
Indemnity. You will indemnify, defend, and hold us and our officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, suits, prosecutions and other proceedings brought by or on behalf of any person not a party to this Agreement (collectively “Claims”), and will pay all resulting damages, liabilities, penalties, judgments, settlements, expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or relating to any third party claim concerning: (a) your use of the Services; (b) breach of this Agreement or violation of applicable law by you; and (c) any claim involving alleged infringement or misappropriation of third-party rights by you and/or your Content. If we are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, and for our time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
Dispute Resolution. If you have a problem with our Services, you agree first to notify us (firstname.lastname@example.org) so that we can try to resolve the problem. If, after two weeks, you haven’t found a satisfactory resolution, you agree to submit to binding arbitration, to be conducted by a mutually agreed to Arbitrator, in Toronto, at your expense. The arbitration will be governed by the Ontario Arbitration Act 1991 or International Arbitration Act, as applicable. Each of us will choose one arbitrator and they will choose a third arbitrator. If you win, we will pay the arbitration expenses and your reasonable attorney’s fees. If we win, you agree to do the same for us. By accepting these terms, you waive your right to go to court and you explicitly waive your right to participate in a class action lawsuit.