Terms of Service

Updated 4 November 2020

1 - Introduction

Welcome to Visly Inc (“Company”, “we”, “our”, “us”)! Thanks so much for your interest in our Service (“Platform”, “Service”).

Before you go further, we ask you to please read our Terms of Service (“Terms”, “Terms of Service”), found below, and our Privacy Policy, found here: https://visly.app/legal/privacy-policy. The Terms explain what you and us legally can, cannot and must do while using our website and Platform. The Privacy Policy explains how we manage any information related to you that is created while you use our website or Platform.

Together, the Terms and Privacy Policy form agreements (“Agreements”) with us, and by using our website or platform, you are agreeing to be legally bound by these. These Agreements apply to everyone who wants to access or use our website and/or Platform.

Unfortunately, if you disagree or cannot comply with the Agreements, you cannot use our website or Platform.

2 - Communications

When you create an account on our Platform (“User Account”), you will be given the option to receive certain communications from us, such as newsletters and marketing or promotional materials. Should you opt not to receive either of these types of communication from us, please note that we may still contact you regarding necessary Platform security or service updates, including but not limited to notifications when these Terms or other Agreements are changed or updated. Should you opt to receive newsletters or marketing and promotional materials, you can opt out of receiving these communications at any time by clicking the unsubscribe button in any email or by emailing us at support@visly.app.

3 - Purchases and Subscriptions

3.1 - Payment Information

In purchasing our products or services (“Purchase”), you will be asked to supply information relevant to your Purchase including payment card details and your billing and shipping addresses, among other information. In making a Purchase, you verify that you have the legal right to use the supplied payment method, and that the information you provide us is true, correct and complete.

We use Stripe to process payments for Purchases. By submitting your information, you grant us the right to provide it to Stripe in line with our Privacy Policy in order to complete your Purchase.

We reserve the right to refuse or cancel your order at any time due to product or service availability, errors in product description or price, errors in your order, suspected customer fraud, an unauthorized or illegal transaction or any other reason.

3.2 - Subscriptions and Billing

PAID USE OF OUR PLATFORM IS BILLED ON A SUBSCRIPTION BASIS (“SUBSCRIPTION”). YOU WILL BE BILLED IN ADVANCE ON A RECURRING BASIS (“BILLING CYCLE”), WITH FREQUENCY DEPENDING ON THE SUBSCRIPTION PLAN YOU CHOOSE. THIS FREQUENCY WILL BE DETAILED ALONGSIDE EACH SUBSCRIPTION PLAN DURING ONLINE CHECKOUT. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME CONDITIONS AT THE END OF EACH BILLING CYCLE UNLESS IT IS CANCELLED BY YOU OR US. YOU MAY CANCEL YOUR SUBSCRIPTION RENEWAL EITHER THROUGH YOUR ONLINE ACCOUNT MANAGEMENT PAGE OR BY CONTACTING US AT **SUPPORT@VISLY.APP**. DETAILS OF THESE TERMS, AS WELL AS YOUR CHOSEN SUBSCRIPTION PLAN’S BILLING FREQUENCY AND OUR CANCELLATION POLICY AND PROCEDURE WILL BE INCLUDED IN THE ORDER CONFIRMATION EMAIL YOU RECEIVE AFTER YOUR PURCHASE.

To purchase your Subscription, you must provide us with a valid payment card and accurate and complete billing information. At payment, you authorize us to charge all Subscription fees related your account to the card provided. Should automatic billing fail for any reason, we will send you an electronic invoice, detailing the amount due, its due date and how to make payment.

3.3 - Fee Changes

VISLY INC MAY CHANGE ITS SUBSCRIPTION FEES AT ANY TIME. ANY SUCH CHANGE WILL COME INTO EFFECT ON THE FIRST DAY FOLLOWING THE END DATE OF THE THEN-CURRENT BILLING CYCLE. WE WILL GIVE YOU REASONABLE NOTICE OF ANY CHANGE TO FEES, GIVING YOU AN OPPORTUNITY TO CANCEL YOUR SUBSCRIPTION BEFORE THE CHANGE OCCURS. BY CONTINUING TO USE OUR PLATFORM AFTER A FEE CHANGE COMES INTO EFFECT, YOU AGREE TO PAY THE MODIFIED FEE.

3.4 - Refunds

Except when required by law, paid Subscription fees are non-refundable.

4 - Content

Our Platform allows you to upload and manage certain assets, like fonts and graphics, among other assets (“Content”). You alone are responsible for the Content that you post on or through our Platform, including its legality.

By posting Content on or through our Platform, you verify that: (i) You hereby grant and will grant Company and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, store, and otherwise use your Content as necessary to provide the Platform, (ii) You have the right to use Content and the right to grant us the rights and license as provided in these Terms, and (iii) that the posting of your Content on or through our Platform does not violate any person or entity’s rights. We reserve the right to terminate the account and Subscription of anyone found to be infringing this.

You keep all of your rights to any Content you manage through our Platform and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through our Platform.

Visly Inc has the right but not the obligation to monitor all Content provided by users.

5 - Prohibited Uses

You may use our Platform only for lawful purposes and in accordance with the Terms. You agree not to use our Platform:

  1. In any way that violates any applicable national or international law or regulation.
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
  3. To impersonate or attempt to impersonate Visly Inc, a Visly Inc employee, another user, or any other person or entity.
  4. In any way that infringes upon the rights of others, or in any way that is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  5. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend Visly Inc or users of our Platform or expose them to liability.

You also agree not to:

  1. Use our Platform in any manner that could damage or impair our Service or interfere with any other party’s use of our Platform.
  2. Use any means, manual or automatic, to interfere with the proper working of our Platform.
  3. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to our Platform and/or website.
  4. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our Platform, the server on which our Platform is stored, or any server, computer, or database connected to our Platform.
  5. Attack our Platform via a denial-of-service attack or a distributed denial-of-service attack.
  6. Take any action that may damage or falsify Visly Inc’s reputation.

6 - Analytics

We may use third-party Service Providers to monitor and analyze the use of our Platform. Currently, these services include Mixpanel and Intercom. More information on how we share data with these services is available in our Privacy Policy.

7 - Age Requirement

If you are not at least 16 years old, you cannot access or use our Platform. By accessing or using our Platform, you verify that you are at least 16 years of age and have the full authority, right, and capacity to agree to and abide by these Agreements.

8 - User Accounts

Creation of a User Account is required to use our service. We utilise GitHub to authenticate User Account information, so please be aware that in order to create a User Account, you must agree for GitHub to share certain data with us. For more information on which data is shared, please read section 2.1.1, “Personal Data”, on our Privacy Policy. If you do not agree for this data to be shared with us, unfortunately you may not use our service.

When you create a User Account, you verify that the information you provide us with is accurate and complete at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account with us.

You are responsible for maintaining the confidentiality of your account and password and agree to accept responsibility for any and all activities or actions that occur under your account and/or password. You must notify us at support@visly.app immediately upon becoming aware of any breach of security or unauthorized use of your account.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

9 - Intellectual Property and Copyrights

9.1 - Intellectual Property Policy

Our Platform and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Visly Inc and its licensors. Our Platform is protected by copyright, patent, trademark, and other laws. Nothing in this Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Visly Inc.’s trademarks displayed on the Platform. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Visly Inc. Except as expressly authorized by Visly Inc., you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform and its original content, in whole or in part, except that the foregoing does not apply to your own Content that you legally upload to the Platform. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Visly Inc. from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Visly Inc., our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Visly Inc.

9.2 - Copyright Policy

It is our policy to respond to any claim that Content posted on our Platform infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes infringement, please submit your claim to our Copyright Agent via email at dmca@visly.app, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims.”

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through our Platform on your copyright.

9.3 - DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by sending our Copyright Agent the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • a signature, physical or electronic, of the person authorized to act on behalf of the owner of the copyright's interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL where the copyrighted work or a copy of it exists;
  • identification of the specific location on our Platform where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

10 - Error Reporting and Feedback

You can send us feedback on the product or report errors (“Feedback”) directly at support@visly.app or through the Intercom messaging supported on our website. While providing Feedback, you acknowledge and agree that: (i) you will not retain any right, title or interest in the Feedback; (ii) The Feedback does not contain confidential or proprietary information from you or any third party; and (iii) We are not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant us and our affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including the right to copy, modify, create derivative works, publish, distribute and commercialize) the Feedback in any manner and for any purpose.

11 - Links to Other Websites

Our Platform may contain links to third party websites or services 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 or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT VISLY INC WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED FROM THE USE OF OR RELIANCE IN ANY CONTENT, GOODS OR SERVICES AVAILABLE THROUGH ANY THIRD PARTY WEBSITES OR SERVICES. WE STRONGLY ADVISED YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTIES WHOSE SERVICES YOU USE OR WEBSITES YOU VISIT.

12 - Disclaimer of Warranty and Liability

12.1 - Disclaimer of Warranty

VISLY INC PROVIDES ITS PLATFORM ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, MEANING THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PLATFORM’S OPERATION, CONTENT OR OTHER INCLUDED MATERIALS. YOU AGREE THAT YOUR USE OF OUR PLATFORM IS AT YOUR OWN RISK.

NEITHER VISLY INC OR ANYONE ASSOCIATED WITH US MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SECURITY, ACCURACY, COMPLETENESS, RELIABILITY, FITNESS FOR PURPOSE OR QUALITY OF OUR PLATFORM, SAVE FOR THOSE REQUIRED BY LAW. WHILE WE WILL MAKE OUR BEST EFFORTS TO CORRECT SERIOUS AND MATERIAL ISSUES WITH THE PLATFORM, INCLUDING PLATFORM OUTAGES AND SERIOUS SECURITY VULNERABILITIES, WHEN THEY ARE RAISED TO US, WE DO NOT GUARANTEE THAT YOUR USE OF OUR PLATFORM WILL ALWAYS BE ERROR-FREE, UNINTERRUPTED AND FREE OF VULNERABILITIES.

12.2 - Indemnity and Release

You agree to release, indemnify and hold Visly Inc. and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

12.3 - Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VISLY INC. WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VISLY INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) 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 PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED POUNDS (£100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

13 - Account Termination

Visly may, at our sole discretion and without liability, close or suspend your account on our Platform at any point for any reason whatsoever, including but not limited to a breach of Terms. We will make our best efforts to notify you of this within a reasonable time after the termination or suspension has occurred. You have a right to appeal the termination or suspension, provided you do so within 7 business days of receiving notification. You may do this by emailing us at support@visly.app under the heading ‘Account Termination Appeal’.

If you wish to terminate your account, you may do so by cancelling your Subscription. You will retain access to the Platform until the final day of the current Billing Cycle, at which point your account will be closed.

Regardless of who terminated your account, the sections of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14 - Governing Law

These Terms shall be governed and construed in accordance with the laws of State of California without regard to its conflict of law provisions. The Terms constitute the entire agreement between us regarding our Platform and supersede and replace any prior agreements we might have had between us regarding the Platform.

15 - Changes to Our Platform

We reserve the right to withdraw or amend our Platform, and any service or material we provide via our Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Platform is unavailable at any time or for any period. From time to time, we may restrict user access to some parts of or to our entire Platform.

16 - Amendments to Terms

We may amend these Terms at any time by posting the amended terms on this site. We will notify you of any changes to these Terms by email. By continuing to use the Platform after revised Terms have been posted, you accept and agree to be bound by the revised Terms. If you do not agree to the new Terms, you may not continue to use our Platform.

17 - Miscellaneous

NO WAIVER BY VISLY OF ANY TERM OR CONDITION SET FORTH IN THESE TERMS SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH TERM OR CONDITION OF A WAIVER OF ANY OTHER TERM OR CONDITION. ANY FAILURE OF VISLY TO ASSERT A RIGHT OR PROVISION UNDER THESE TERMS WILL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION.

IF ANY PROVISION OF THESE TERMS IS HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THAT PROVISION WILL BE ELIMINATED OR LIMITED TO THE MINIMUM EXTENT AND THE REMAINING PROVISIONS OF THESE TERMS WILL CONTINUE IN FULL FORCE AND EFFECT.

THESE TERMS OF SERVICE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND VISLY INC. AND GOVERN YOUR USE OF THE PLATFORM, SUPERSEDING ANY PRIOR AGREEMENTS BETWEEN YOU AND VISLY INC. WITH RESPECT TO THE PLATFORM. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE PLATFORM OR THESE TERMS OF SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. A PRINTED VERSION OF THESE TERMS OF SERVICE AND OF ANY NOTICE GIVEN IN ELECTRONIC FORM WILL BE ADMISSIBLE IN JUDICIAL OR ADMINISTRATIVE PROCEEDINGS BASED UPON OR RELATING TO THESE TERMS OF SERVICE TO THE SAME EXTENT AND SUBJECT TO THE SAME CONDITIONS AS OTHER BUSINESS DOCUMENTS AND RECORDS ORIGINALLY GENERATED AND MAINTAINED IN PRINTED FORM. YOU MAY NOT ASSIGN THESE TERMS OF SERVICE WITHOUT THE PRIOR WRITTEN CONSENT OF VISLY INC., BUT VISLY INC. MAY ASSIGN OR TRANSFER THESE TERMS OF SERVICE, IN WHOLE OR IN PART, WITHOUT RESTRICTION. THE SECTION TITLES IN THESE TERMS OF SERVICE ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT. NOTICES TO YOU MAY BE MADE VIA EITHER EMAIL OR REGULAR MAIL. THE PLATFORM MAY ALSO PROVIDE NOTICES TO YOU OF CHANGES TO THESE TERMS OF SERVICE OR OTHER MATTERS BY DISPLAYING NOTICES OR LINKS TO NOTICES GENERALLY ON THE PLATFORM.

Acknowledgement

BY USING OUR PLATFORM AND/OR WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

Contact Us

Please send your feedback, comments and requests for technical support to us by email at support@visly.app.