Visible – Terms of Service Agreement
Last Updated: June 20, 2023
Welcome to the Visible Platform, operated by Visible.vc, Inc. (referred to herein as “Visible” or “We,” “Us,” or other forms thereof). The Visible Platform (defined below) includes access to data, reports, information, and other content and applications on our website, software, and technology to help You enhance Your professional business updates.
THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND VISIBLE.VC, INC.
PLEASE READ THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE VISIBLE PLATFORM (DEFINED BELOW). BY USING THE VISIBLE PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT ACCESS OR USE THE VISIBLE PLATFORM.
If You are entering into this Agreement on behalf of a company, business or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Visible Platform.
We reserve the right to modify this Agreement at any time. All changes will be effective immediately upon posting to the Visible Platform. By accessing or using the Visible Platform after changes are posted you agree to those changes. Material changes will be conspicuously posted to the Visible Platform or otherwise communicated to you.
- “Information” means the records, data, and other information submitted by You to the Visible Platform, including, without limitation, investor updates, financial statements, fundraising information, pitch decks, images, photographs, documents, and spreadsheets.
- “Visible Platform” means the Visible site (at https://app.visible.vc/, https://visible.vc/), including all websites and all devices, applications or services that We operate or offer that link to these Terms of Service, pages within each such website, device, application or service, any equivalent, mirror, replacement, substitute or backup website, device, application or service, and pages that are associated with each such website, device, application or service, and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products or other technology and materials of any kind, or any enhancement thereto, used by Visible in connection with the Visible portal or made available by Visible to You, through the Visible portal.
- “Personal Data” shall have the meaning set forth in Visible’s Data Processing Addendum (“DPA”).
- “Process” shall have the meaning set forth in Visible’s DPA.
- “Benchmark Data” means statistical, system, usage, and configuration data derived from Your use of the Visible Platform that: (i) is either aggregated, de-identified, or anonymized and does not specifically identify You or Your customers.
2. License Grant
Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Visible hereby grants to You a revocable, nonexclusive, nontransferable, limited license during the term of this License to access and use the Visible Platform for Your internal business purposes only and in accordance with the terms of this Agreement.
The Visible Platform is made available to You as a hosted service, and Visible hosts and retains physical control over the Visible Platform and only makes it available for access and use by You over the Internet through a Web-browser (e.g., Google Chrome, Internet Explorer). Nothing in this Agreement obligates Visible to deliver or make available any copies of computer programs or code from the Visible Platform to You, whether in object code or source code form.
You shall be responsible for obtaining and purchasing all equipment, Internet access services, modifying its network, and doing all other things necessary in order to use the Visible Platform.
3. Purchasing and Cancellation
Different versions of the Visible Platform are provided on a subscription basis for a set term (each, a “Subscription Term“). You will choose and purchase a specific version of the Visible Platform when you first sign up.
You may purchase services and access to the Visible Platform either online or through the use of an order form, depending on the type and level of service/access you are purchasing from us. You represent and warrant that You have all necessary rights to use any payment card (e.g., credit card) or other means of payment that You provide to Us.
All fees are as set forth in the applicable plan, agreement, or order form presented to you upon purchase and will be paid by You within thirty (30) days of invoice, unless otherwise specified in Your plan, agreement or order form. Except as expressly set forth in this Agreement, all fees are non-refundable. You are responsible for paying all taxes, and all taxes are excluded from any fees presented to you. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
By providing Your credit card information and agreeing to purchase a Visible Platform plan, You hereby authorize Visible (or its designee) to automatically charge Your credit card each calendar month during the Subscription Term. You acknowledge and agree that the amount billed and charged each month may vary depending on Your use of the Visible Platform.
You are responsible for providing truthful and accurate billing information, and false or inaccurate information is a breach of this Agreement and may result in cancellation of your purchase or termination of access to the Visible Platform. Visible reserves the right to refuse or cancel an order for any reason
Visible may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to You; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. Pre-authorization may be performed to ensure that the card details are still valid and that You have sufficient funds to complete the transaction.
By confirming your purchase at the end of the checkout process, You agree to accept and pay for any services, products, or access to the Visible Platform, as well as all applicable taxes.
You may cancel Your Account in accordance with your plan, agreement, or order form.
4. Trial Subscriptions
If You receive free access or a trial or evaluation subscription to the Visible Platform (a “Trial Subscription”), then You may use the Visible Platform in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Visible (the “Trial Period”). Trial Subscriptions are permitted solely for Your use to determine whether to purchase a paid subscription to the Visible Platform. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If You do not enter into a paid Subscription Term, this Agreement and Your right to access and use the Visible Platform will terminate at the end of the Trial Period. Visible has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VISIBLE WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
5. Your Visible Account
To use the Visible Platform, You must register for an account, and will either select or will be issued a username or similar identifier such as a unique number and password or pin (“Login Credentials”). You are responsible for safeguarding Your Login Credentials. You, and not Visible, are responsible for any activity occurring through Your Login Credentials, whether or not You authorized such activity. If You become aware of any unauthorized access through Your Login Credentials, You agree to notify Visible immediately. Your Login Credentials may not be shared and may only be used by You.
You agree to provide Us with accurate and complete information required to register for the Visible Platform and at other times as required in connection with using the Visible Platform (“Registration Information”). You agree, at all times, to: (a) provide current, complete, true and accurate Registration Information; (b) maintain and update your Registration Information as required to keep it current, complete and accurate; and (c) provide additional information about You and your organization which is pertinent to your use of the Visible Platform, as may be requested by Visible from time to time.
You shall authorize access to and assign unique passwords and user names to Your end users of the Visible Platform (“Client Accounts”). You shall be responsible for any activity occurring through the Client Accounts, including unauthorized activity. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Visible Platform and shall promptly notify Us in the event of any unauthorized access or use of the Visible Platform and any loss or theft or unauthorized use of any of the Client Accounts. You shall comply with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to Your use of the Visible Platform, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
You acknowledge and agree that We may send You information and notices regarding our services by email or through other means. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate contact or other information, including, but not limited to, Your failure to receive critical information about the Visible Platform. You acknowledge, consent and agree that We may access, preserve, and disclose Your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of Visible, its users and the public.
6. Proper Use of the Visible Platform
Certain parts of the Visible Platform may enable You to provide Information to the Visible Platform. You shall not upload or transmit to the Visible Platform any copyrighted or other proprietary materials without permission from the owner or any licensee with authorization to allow public display of such material and such other rights as are necessary to use the materials as they are used with the Visible Platform. You shall be solely responsible for any damages resulting from provision of these materials, and for obtaining all rights from their owners or licensors.
By using the Visible Platform, You further agree that:
- You will use the Visible Platform in strict accordance with all terms and conditions of this Agreement;
- You will comply with and refrain from violating applicable laws, including, but not limited international, federal, state or local privacy laws;
- You will not post or transmit any content that is unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another’s privacy, or otherwise objectionable content;
- You will not use the Visible Platform to commit a criminal offense or to encourage others to conduct what would constitute a criminal offense or give rise to any civil liability;
- You will not use the Visible Platform to impersonate other persons or entities;
- You will not use the Visible Platform to upload any content that contains a software virus, “Trojan Horse” or any other computer code, files, or programs that may alter, damage, or interrupt the functionality of the Visible Platform or the hardware or software of any other person or entity;
- You will not post any material on the Visible Platform that infringes or violates the intellectual property rights of another;
- You will not alter, damage, or delete any content posted on the Visible Platform;
- You will not claim a relationship with or speak for any business, association, or other organization for which You are not authorized to claim such a relationship;
- You will not post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation; and
- You will not post any Information which You know to be, or have reason to believe is, inaccurate or materially misleading.
- You are prohibited from selling, trading or otherwise transferring Your Visible Platform account, any rights that run with the account, or any information therein to another party or charging anyone for access to any portion of the Visible Platform, or any information therein.
- You are prohibited from registering or creating an account for any entity or individual other than Yourself, unless You are expressly authorized to create accounts on behalf of the entity or individual.
7. Third Party Applications
From time to time, Visible uses third party applications, content, websites, hardware, software, and services (the “Third Party Applications”), in providing the Visible Platform and services to You. Solely for these purposes, Visible will transmit certain data, including, but not limited to, user Login Credentials, contact data, email addresses, and other Personal Data to such Third Party Applications. We do not sell Personal Data to Third Party Applications.
The Third Party Applications may be governed by the terms and conditions of use and privacy policies of the third party providers thereof, and Your use of the Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You agree to abide by the terms and conditions of use and privacy policies of such Third Party Applications. You understand and agree that Visible does not endorse and is not responsible or liable for the performance, design, function, features, or content of any Third Party Applications or for any transaction You may enter into with the provider of any such Third Party Applications. Visible hereby disclaims all liability for Your use of and any causes of action, losses, costs or other claims You may have relating to any such Third Party Applications.
8. Protection of the Visible Platform
You acknowledge that materials and functionality available within the Visible Platform are protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights (“Intellectual Property”) and are owned by Visible or its licensors. Except as Visible may expressly authorize in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Visible Platform. All trademarks used within the Visible Platform are the property of their respective owners and are used by permission. Except with respect to Personal Data, all Information on the Visible Platform are the proprietary property of Visible, and title to the Information and all intellectual property rights protecting the Information remains with Visible. You agree to take diligent and reasonable steps to keep the Information confidential and free from unauthorized access or use, and not to divulge, provide, or make the Information available to a third person, unless said person is under Your direct professional supervision. Further, You may not assign, convey, sublicense, or otherwise transfer this agreement or any right, license, or privilege to the Information to another party.
You agree not to copy, duplicate, download, or otherwise disseminate Information without the explicit written permission of Visible. You further agree not to modify or alter the physical or electronic characteristics of the Information, or any aspect of the Visible Platform’s electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into Visible’s proprietary systems.
9. Ownership and Processing of Personal Data
You represent and warrant that You have all necessary rights in, and obtained all necessary consents to, any Personal Data You share with Visible or submit, transmit, store, via the Visible Platform, and to grant the Visible the rights granted under this Agreement.
Notwithstanding anything to the contrary in the Agreement, Visible may collect Benchmark Data and such Benchmark Data shall be the property of Visible. Visible shall have the right to use Benchmark Data to develop modifications, improvements, and enhancements to the Visible Platform.
10. Disclaimer of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
YOUR USE OF THE VISIBLE PLATFORM IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE VISIBLE PLATFORM IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. VISIBLE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VISIBLE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE VISIBLE PLATFORM, ANY CONTENT ON THE VISIBLE PLATFORM, OR ANY THIRD PARTY APPLICATIONS.
VISIBLE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE VISIBLE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VISIBLE PLATFORM WILL BE ACCURATE OR RELIABLE OR ACHIEVE ANY PARTICULAR RESULT; (C) YOUR USE OF THE VISIBLE PLATFORM, OR THE QUALITY OF ANY PRODUCTS, APPLICATIONS, VISIBLE PLATFORM CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE VISIBLE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE VISIBLE PLATFORM WILL BE CORRECTED. IN PARTICULAR, THE VISIBLE PLATFORM’S OPERATION MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITS OF LIABILITY SET FORTH HEREIN, VISIBLE SPECIFICALLY DISCLAIMS ALL LIABILITY CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY, FAILURE OF ACCESS, OR POOR USE CONDITIONS OF THE VISIBLE PLATFORM FOR ANY REASON.
YOU ASSUME ALL RISK FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM USING THE VISIBLE PLATFORM.
VISIBLE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS LOGGING INTO OR REGISTERING TO USE THE VISIBLE PLATFORM, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE VISIBLE PLATFORM BY OTHER USERS; THEREFORE, VISIBLE DISCLAIMS ALL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF INACCURATE INFORMATION, FRAUD, NEGLIGENCE, OR WILFUL MISCONDUCT THROUGH THE VISIBLE PLATFORM, OR ANY OTHER INAPPROPRIATE USES OF THE VISIBLE PLATFORM.
11. Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VISIBLE, ITS EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SERVICE PROVIDERS, LICENSORS, AGENTS, OR ANY OF THEIR HEIRS OR ASSIGNS (THE “VISIBLE PARTIES”), SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, WRONGFUL DEATH, LOSS OF COMPANIONSHIP OR CONSORTIUM, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA) ARISING OUT OF OR IN CONNECTION WITH THE VISIBLE PLATFORM OR ITS USE, EVEN IF VISIBLE OR ANY OF THE OTHER VISIBLE PARTIES HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION LOSSES OR DAMAGES ARISING IN WHOLE OR IN PART FROM: (A) THE USE OF OR THE INABILITY TO USE, OR THE MALFUNCTION OF THE VISIBLE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE VISIBLE PLATFORM; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON VISIBLE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (D) VISIBLE CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE; (E) YOUR PURCHASE OF PRODUCTS OR SERVICES OF ANY KIND FROM ANY SOURCE VIA THE VISIBLE PLATFORM; AND, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AS SET FORTH IN THIS PROVISION.
TO THE EXTENT ALLOWED BY LAW, VISIBLE SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF, ANY INFORMATION CONTAINED ON THE VISIBLE PLATFORM, WHETHER THROUGH NEGLIGENCE, ACCIDENT, OR CRIMINAL, FRAUDULENT OR OTHER WRONGFUL MEANS OR DEVICES.
IN ANY EVENT, THE TOTAL LIABILITY OF VISIBLE TO YOU OR ANY OTHER USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE SUM OF THE GREATER OF ONE-HUNDRED DOLLARS ($100.00) OR, IN THE EVENT THAT YOUR DISPUTE OR CLAIM ARISES FROM YOUR PURCHASE OF PRODUCTS OR SERVICES, THE COST OF SUCH DISPUTED PRODUCTS OR SERVICES (I.E., THE AMOUNT YOU PAID TO VISIBLE FOR SUCH PRODUCTS). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON-INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.
NOTE: SOME JURISDICTIONS EITHER LIMIT THE PERMISSIBLE SCOPE OF OR DO NOT ALLOW CERTAIN DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS AGREEMENT. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING HEREIN MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Visible and the Visible Parties harmless from and against any and all claims, damages, costs, losses, and other liabilities, including without limitation reasonable attorney, expert witness, and other professional fees, arising from any claims, actions or demands that arise out of or relate to (or are alleged to arise out of or relate to): (a) Your use of the Visible Platform including Your provision of Personal Data or other materials or content to the Visible Platform; (b) Your violation of any provision of this Agreement or misuse of the Visible Platform; or (c) Your violation of any applicable law, rule, regulation, intellectual property or other third party rights in connection with Your use or misuse of the Visible Platform. Visible may in its sole discretion and at any time, even after commencement of the defense, assume control of the defense of any third party claim that is subject to indemnification by You. You agree to provide all reasonable cooperation and assistance in defense of such claims.
Visible shall indemnify, defend and hold You harmless from and against any claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against You by a third party to the extent it is based on a claim that the Visible Platform infringes a United States patent, copyright or trademark (each, an “Infringement Claim”). Visible’s obligations with respect to this section are conditioned upon: (i) You providing Visible prompt written notice of the Infringement Claim or threat thereof; (ii) You giving Visible full and exclusive authority for the conduct of the defense and settlement of the Infringement Claim and any subsequent appeal; and (iii) You giving Visible all information and assistance reasonably requested by Visible in connection with the conduct of the defense and settlement of the Infringement Claim and any subsequent appeal. If an Infringement Claim has been made, or in Visible’s opinion is likely to be made, Visible may, at its sole option and expense, either: (i) procure for You the right to continue using the Visible Platform; or (ii) replace or modify the Visible Platform so that it becomes non-infringing. If neither of the foregoing options is reasonably available, Visible may immediately terminate both parties’ respective rights and obligations under this Agreement with regard to the Visible Platform, and refund to You a pro-rata amount of any unused, prepaid fees actually paid by You for the Visible Platform. Notwithstanding the foregoing, Visible shall have no obligation to indemnify You to the extent an Infringement Claim arises from (i) the combination, operation or use of the Visible Platform with any other software, data, products or materials not supplied by Visible; (ii) the use of the Visible Platform in violation of the terms and conditions of this Agreement; (iii) the alteration or modification of the Visible Platform; (iv) Visible’s compliance with Your designs, specifications or instructions; or (v) Your continued use of the Visible Platform after Visible has informed You of modifications or changes to the Visible Platform required to avoid the Infringement Claim.
13. Term; Termination of Service
Unless otherwise agreed to between the parties, each Subscription Term will automatically renew either (a) for additional one-month periods if you choose to pay on a monthly basis; or (b) for additional twelve-month periods if you choose to pay on an annual basis, unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
Visible reserves the right, at our sole discretion, to terminate any and all access to the Visible Platform provided to You at any time without notice for any reason. Visible also reserves the right, at our sole discretion, to discontinue any service or modify any part of the Visible Platform We provide without notice, at any time, and without liability. Visible reserves the right, at our sole discretion, to terminate services provided to You, access to any and all parts of the Visible Platform, and to deactivate Your Visible Account Login Credentials. We shall not be liable to You or any third party if We terminate Your account, and You agree to hold Us harmless and indemnify Us from any third party claims arising from the termination of Your account, except as may be required by applicable law, and no refunds or compensation of any sort will be granted to You if We terminate Your account. You agree that any material breach of this Agreement will result in irreparable harm to Visible for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Visible will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Visible seeks such an injunction.
Upon any expiration or termination of this Agreement, You will immediately cease any and all use of and access to the Visible Platform. You acknowledge that following termination, You will have no further access to any of the data or information You input into the Visible Platform, and that Visible may delete any such data or information as may have been stored in the Visible Platform.
14. Advertisements and Promotions
Visible may conduct advertising campaigns and promotions itself or on behalf of third parties on the Visible Platform. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Visible found on or through the Visible Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third party. Visible is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Visible advertisers on the Visible Platform.
15. Controlling Law; Venue; Service of Process
This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject-matter hereof, shall be construed under and governed by the law of the State of Illinois. All contracts resulting from or relating to this Platform, including this Agreement, as well as all information and advice provided in the Visible Platform, shall be deemed to have been formed, entered into, executed, and/or given/communicated in the State of Illinois.
Any dispute arising out of or related to this Agreement or the subject-matter hereof, shall exclusively be brought or commenced, if at all, only in the courts located in Chicago, Illinois. By accessing and using the Visible Platform, You (and any person or entity on whose behalf You act) hereby agree and consent to the exclusive jurisdiction and venue of any state or federal court located in Cook County, Illinois and You hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. You (and any person or entity on whose behalf You act) agree to service of process for any claim arising out of or related to this Agreement via a national private carrier (e.g., FedEx, UPS), and hereby waive personal service.
16. Entire Agreement
This Agreement contains the full understanding between the parties and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. If any provision of the Agreement is held invalid by any law or regulation of any government, or by any court, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Agreement will remain in full force and effect.
17. No Third Party Beneficiaries
This Agreement is solely for the benefit of the parties, the Visible Parties, and their respective successors and assigns, and shall not be enforceable by or otherwise be interpreted in such a way as to create any third party beneficiary rights in any third party.
WE MAY FROM TIME TO TIME AMEND, SUPPLEMENT OR MODIFY THE AGREEMENT. IF WE MAKE MATERIAL CHANGES TO THE AGREEMENT, WE WILL POST AN UPDATED VERSION OF THE AGREEMENT OR COMMUNICATE NOTICE OF THE CHANGES TO YOU IN SOME OTHER MANNER. NOTWITHSTANDING THE FOREGOING, IT IS YOUR RESPONSIBILITY TO CHECK THE AGREEMENT PERIODICALLY FOR CHANGES.
You can review the most current version of this Agreement at any time at https://visible.vc/terms. The revised terms and conditions will become effective upon posting, and if You use the Visible Platform after that date, Your use will constitute acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to You, Your only remedy is to stop accessing and using the Visible Platform.
19. Amendments; Waiver
Except as provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by You will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
20. Time Limit to Bring Claims
To the extent permitted by applicable law, all claims against Visible or the Visible Parties arising out of this Agreement shall be filed within one (1) year of the date on which the event(s) first giving rise to the claim arose, and any claims not brought within such one-year limits shall be permanently barred.