The Terms of Use (“Terms of Use”) outlined herein govern the access to or use of website, services and/or application (“Service”). By accessing or using Visibly, You are agreeing that You have read, understood, accepted and consented to be bound by the Terms of Use. The Service is offered conditional upon Your acceptance of the Terms of Use, without any modifications, and extends to all other operating rules and policies (including Visibly Privacy Policy) and procedures that Visibly may publishon this website from time to time.
Any mention of “You”, “Your”, “User”, “Entity” or synonyms of these words in the Terms of Use refer to the person or legal entity who accesses or uses the Service. If You access or use the Service on behalf of a company or legal entity, You agree that You both hold and can exercise the authority to legally oblige the company or entity to be governed by the Terms of Use.
We request You to read Terms of Use carefully before accessing or using the Service. Please refrain from using the Service if all the Terms of Use are not acceptable to You.
A legally valid contract is executed between You and Visibly once You agree to the Terms of Use by clicking “I Agree” and You shall be bound by this Terms of Use until termination. By using the Service, You acknowledge that (a) You agree on Your own behalf, and on behalf of any organisation on whose behalf You may act, have read and understood the Terms of Use in their entirety, (b) You acknowledge that You are at least 18 years old and are bound by the Terms of User.
The Terms of Use are effective upon subscription/ registration and activation of Your account (either trial version or paid version) and on registration, You will be provided with a limited license to use limited part of the Service You elected to receive, subject to the Terms of Use. By accepting the Terms of Use, You further agree to be bound by any amendments to the Terms of Use.
Description of the Service
Service is a social media advocacy and or employee marketing platform for brand marketing, internal communications, lead generation and talent engagement. Service is provided as “Software as a Service” (“SaaS”) model through the website https://visibly.io and https://visibly.io and the mobile application.Service is owned and provided by Visibly Limited, at address of business.
Applicability
All the terms and conditions and policies including the Privacy Policy, Disclaimers and terms of usage of third party service providers included as a reference herein are parts of the Terms of Use.
By subscribing/ registering on https://visibly.io and/or utilising the Services, You (Registered and Authorised Users) hereby unconditionally agree to be bound by Terms of Use, including the policies, disclaimers etc., which are incorporated herein by way of reference.
Registration
Registration or subscription to the Service is mandatory to use the application, and You hereby unconditionally accept and consent to registration of the Service to avail Yourself of the Services. The registration process and pricing shall be as per information provided directly by Visibly and/ or by information on the website and application. The changes or revisions in the registration process and procedures and pricing shall be periodically updated in the website/ application and/ or notified to You by email from Visibly. We reserve the right to refuse the Services to anyone for any reason at any point of time without assigning any reasons.
Access to Your Visibly Account
The Service shall be used only for the User’s personal use and bound by the Terms of Use.
Visibly reserves the right to suspend, modify or discontinue the Service at any time, including the availability of any content, feature or database. Visibly may also enforce limits on certain services or features, or restrict User’s access to some or all of the Service without notice or liability.
If the User is an individual, the User shall affirm that the User is at least 18 years of age. User shall also confirm that he/she is permitted by law to use the Service, and assumes full responsibility for the use of the Service. Where the User is disallowed by law to access or use the Service, the Agreement shall be void and the User will forfeit the right to access the Service in such jurisdictions.
By using the Service, You agree that You may be exposed to third-party information, content and any publicly available online information obtained on Your behalf by Visibly that may be offensive, inaccurate, unlawful or inappropriate. Visibly is not obligated to verify, modify, filter, flag or remove any Posts, and reserves the right to do so at its sole discretion. As such, Visibly shall not be legally answerable to You or any third party with regards to Posts.
You agree that the Service may enable You to access, interact with and/or purchase services from supported platforms and third parties through third-party applications or websites (collectively “Third-Party Services”). You acknowledge that You will be accessing the Third-Party Services at Your own risk. Visibly is not responsible or liable for any contract You enter with or any transaction You complete via Third-Party Services. Visibly does not assume any liability or obligation for the terms and conditions imposed by such Third-Party Services.
You accept that Your rights under this Agreement are non-exclusive. You also certify that You will not interpret or construe the Agreement in a way that prohibits or restricts Visibly’s right to license, sell or offer the Service to any third party or undertake any services for any third party.
Acceptable Use
You agree that You shall:
- Assume responsibility for Your and Your Users’ compliance with the Terms of Use;
- Assume sole responsibility for the legality, quality, accuracy and integrity of Customer Content and the means through which You generated or acquired Customer Content;
- Use commercially reasonable efforts to prevent unauthorized access to or use of the Service, which includes maintaining the confidentiality of Your user name and password, and not permitting any third party to access or use Your user name, password or account for the Service;
- Assume sole responsibility and liability for all activities occurring through Your account in relation with the Service;
- Immediately notify Visibly on suspicion of any security breach, including any theft, loss or unauthorized use or disclosure of Your or Your Authorized User’s account, user name or password; and
- Use the Service in agreement with the applicable laws and government regulations.
Limitations
You must note:
- Use the Service for any illegal, unlawful or unauthorised purposes;
- Make the Service available to an unauthorized User or allow access to Your account to children under the age of 18;
- Upload, post, transmit, distribute, display or otherwise make available through or in connection with the Service any content, including Your Photos and other User Generated Content, which may infringe third party rights, including any Intellectual Property rights and privacy rights, or which may contain any unlawful content;
- Use the Service in any form of spam or similar conduct;
- Use the Service for non-personal or commercial purposes without Company’s express prior written consent;
- Post, publish, or otherwise make available through the Service any content, text or information that is abusive, harassing, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise objectionable or offensive;
- Transmit to or upload from the Service any file, link, software or data that contains or redirects to a worm, virus, Trojan Horse, or other malicious software;
- Interfere with or disrupt the operation of Visibly or the servers or networks that host the Service, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
- Impersonate any person or entity or provide false information on Visibly, whether directly or indirectly;
- Falsely state or otherwise misrepresent Your affiliation with any person or entity, or express or imply that the Company or any third party endorses You, Your website, Your business or any statement You make, or present false or inaccurate information about Visibly or the Service;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our platform infrastructure;
- Bypass any measures we may use to prevent or restrict access to Visibly;
- Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Service in any way;
Account Information
You will be required to register Yourself on Visibly’s website or mobile app to access the Service. You may subscribe using Your Company e-mail address You will be solely responsible for ensuring the confidentiality of Your Login Information. The responsibility for any activity occurring through Your Account, whether or not You have taken such actions, lies solely with You. You agree that Your Account can be terminated if it is used by someone else, in an improper or illegal way or in a manner that violates the Terms of Use.
If You learn or suspect that Your Account’s security has been compromised, including without limitation, any theft, loss or unauthorized disclosure of Your Login Information or unauthorized access to Your Account, You must notify Visibly immediately and change Your Login Information.
Visibly reserves the right to remove or recover any user name for any reason and at any time, including but not limited to claims by a third-party that a username infringes upon such third party’s rights.
Visibly’s Privacy Policy ( https://visibly.io/privacy/ ) shall hold and govern any information You share with us when creating or updating Your Account or when we access Your Account information from a social network service, including and not limited to name, email address, and phone number.
You understand and acknowledge that by creating Your Account, You will be providing all rights required to enable Visibly to collect and track the information present on the social network through which You subscribed, including without limitation, Your likes, locations, profile picture, friends list, posts posted by and on Your behalf, status messages, history of posts, and actions performed by You on the social network, such as clicks, shares, ignore, etc., and any other information available thereon.
License
Visibly grants You a non-exclusive, non-transferable, and revocable license to use the Service, subject to Your acceptance of and compliance with the Terms of Use. If violate the Terms of Use are violated by You at any point, Your license to use the Service will be cancelled and You must cease to use the Service with immediate effect.
Payment and Refund
You can have access to the Service by choosing any of the subscription plans published at Visibly’s website from time to time. You are liable to pay the applicable fees in a timely manner in order to access the Service and use selected features of the Service. In the event that You fail to make a timely payment of fees, Visibly reserves the right to terminate Your use of the Service. Visibly may, at its discretion, add, remove or modify the services and features or fees charged, at any time.
Visibly’s Subscriptions to services are billed monthly, quarterly, bi-annual or annual basis, and are non-refundable. Visibly’s subscriptions are renewed automatically on a monthly or annual basis, depending on Your subscription option at the time of purchase.
Based on the location where You transact, the mode of payment used and where Your payment mode was issued, transaction fees, foreign exchange fees, price differences and exchange rates may be applicable on Your transaction.
In the event of payment made in error, the same should be reported to us forthwith on email ID. Visibly will address Your request at the earliest as is reasonably practicable.
You may cancel Your subscription by contacting at Visibly at any time during the pendency of the subscription period.
Price
Visibly reserves the right to determine pricing for the Service. Visibly will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information, located here: https://visibly.io/pricing/
Visibly may change the fees for any feature of the Service, including additional fees or charges, if Visibly gives you advance notice of changes before they apply. Visibly, at its sole discretion, may make promotional offers with different features and different pricing to any of Visibly’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
Authorization
You authorize Visibly to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Visibly, to the payment method specified in your account. If you pay any fees with a credit card, Visibly may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Delinquent Accounts
Visibly may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
Co-Marketing
At the request of Visibly, Customer agrees to the issuance of a joint press release (“Press Release”) on a mutually agreed upon date or the 90th day from the Effective Date, whichever is earlier. Each party will have the right to approve the Press Release in advance, but such approval will not be unreasonably delayed or withheld. Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Services to other potential customers and to use of Customer’s name and logo on Visibly’s web site and in Visibly promotional materials. Customer agrees that Visibly may disclose Customer as a customer of Visibly.
User Content
Visibly does not claim ownership of text, data, photographs, graphics or any other content, and their selection and arrangement, uploaded to the Service by You (“User Content”). By creating and/or transmitting the User Content and/or using the Service, You automatically grant Visibly a perpetual, non-exclusive and royalty-free license of all worldwide rights to use, modify, edit, adapt, incorporate, include record and reproduce such User Content, including without limitation, all trademarks, in all languages, in all media presently known or hereafter created for the purposes outlined in the Service and the Terms of Use, including for the avoidance of doubt commercial, non-commercial and/or promotional use by Visibly associating such User Content with Your user name, user information and/or profile picture.
You may contact Visibly to delete and refrain from making further use of such materials.
Visibly reserves the right to regulate or not regulate User Content, and does not offer any guarantees or representations with respect to the quality, accuracy or integrity of any User Content published through the Service. By using the Service, You acknowledge and accept that You may be exposed to material that You may find objectionable or offensive. You also accept that Visibly will, in no way, assume responsibility or liability for any User Content, including but not limited to errors in User Content and any damage or loss incurred from the use of the User Content, or for the delay or failure in removing User Content. Visibly reserves the right to, at its sole discretion, remove, edit, block, disable, move or permanently delete User Content from the Service for any reason, with or without notice.
Intellectual Property Ownership
Visibly Limited shall be the sole and exclusive owner of all intellectual property rights associated with Visibly and its Service, including the website https://visibly.io and https://visibly.io and the Visibly mobile application. You shall not under any circumstances have any claim to any intellectual property rights in any part of the Services with the exception of Entity Content created by You. You shall not misuse or use any intellectual property of Visibly without proper written authorisation from Visibly. In the event of any violation of the intellectual property rights of Visibly, Visibly reserves its right to initiate appropriate legal action including criminal prosecution.
All intellectual property rights of any third party service utilized remains with its respective owners. You hereby grant Visibly, unless agreed to the contrary, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any intellectual property content owned by You that You submit, post, or upload to the website https://visibly.io and https://visibly.io or the Visibly mobile application.
You shall not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Trademarks in any way.All material contained on https://visibly.io are copyrighted except where explicitly excluded.
Changes/ Modifications
Visibly reserves the right to replace or modify any or part of this Agreement at its discretion. You are responsible for checking the Agreement periodically for any changes. By continuing to access or use the Website after changes to the Agreement have been posted, You are agreeing to the changes thus posted. Visibly may also, in the future, offer new services and/or features through the website, including new resources and tools. The terms and conditions of this Agreement shall be applicable to such new services and/or features.
Third-Party Links and Materials
You may be able to access or use third-party content, resources, services or links to sites or resources on the internet (“Third-Party Materials”) through the Service. You accept that You are responsible for and assume all risks that may arise from Your access to and use of any such Third-Party Materials, and that Visibly will not be responsible for any liability that You may incur from Your access to or use of such Third-Party Materials via the Service.
You also acknowledge and consent that Visibly will (a) not assume liability for the availability, quality, accuracy, integrity or legitimacy of such Third-Party Materials or the products or services presented by or available from such Third-Party Materials (b) not assume liability for any injuries, losses or harm You suffer as a result of Your access to or use of such Third-Party Materials and © not provide any assurance that it will remove Third-Party Materials from being accessed through the Service or website. The availability of and Your access to Third-Party Materials is not an expression or indication of Visibly endorsement of the Third-Party Materials.
The Terms of Use do not authorize You to use any Third-Party Materials in a way other than that expressly permitted by the owners of such Third-Party Materials. The owners may possess and exercise the right to initiate legal action against You for any unauthorized use of their Third-Party Materials. Visibly reserves the right to discontinue the Service or any part of the Service, including the cancellation of Your account, with immediate effect, in the event of an alleged violation, misappropriation or infringement of the rights of any third party in relation to the Third-Party Materials.
Visibly does not assume control of or responsibility for the contents of any Linked Site, including without limitation, any link present in a Linked Site or any updates or modifications to a Linked Site. You acknowledge and accept that Visibly will disclaim, directly or indirectly, any loss or damage caused by or alleged to be caused by, or in relation to the use of or the reliance on any content, services or goods available on or through such Linked Sites.
Communication and Notifications
Visibly may provide communications and notifications about the Service, such as any change to Terms of Use, by placing a banner notice across its website. Visibly may alternatively notify You via email to the email address used by You to register Your account. You accept and agree that Visibly is not in any way liable for Your failure to maintain contact or any other information including but not limited to Your failure to receive critical information about the Service.
Data Collection and Privacy
By using the Services provided by Visibly, You consent to the collection, use, processing and disclosure of Your personal
information in accordance with the terms of our Privacy Policy.
Suspension of Services
Visibly may at any time, and with or without written notice to You immediately terminate Your access to the Site or suspend or restrict Your access to the Site in whole or in part, if: (1) You breach any provision of the Terms of Use; or (2) Visibly determines in its sole and exclusive judgment that terminating Your access to the Service is advisable for security reasons, to protect Visibly from liability, or for the continued normal and efficient operation of the Site. No refund requests shall be entertained for or during the period of suspension of Your account.
Any disputes relating to Terms of Use without regard to the choice or conflicts of law provisions, will be governed by the laws of England and Wales. You may not assign this Agreement or Your rights or obligations hereunder (including by operation of law or otherwise) except with the written consent of Visibly, which will not be unreasonably withheld. No liability shall result from delay in performance by Visibly caused by act of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, or similar circumstances beyond the reasonable control of Visibly. This Agreement is the entire agreement between You and Visibly and supersede all prior or contemporaneous negotiations, discussions or agreements between You and Visibly about this Site. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of this Agreement.
Disclaimers and Warranties
Except as provided and stated in these terms of use, and to the fullest extent allowed by applicable law, we make no claims, warranties or representations, express, implied or statutory, and we expressly waive and disclaim any and all implied claims, warranties and representations of merchantability, fitness for a particular purpose, satisfactory quality, with respect to the services we provide. Without limiting the foregoing, visibly and its licensors do not warrant that the user content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download.
You are responsible for all User Content and comments posted by You. We will not be responsible or liable for any content or comments posted or shared through our Services and We shall not be responsible for and You shall indemnify us against any direct or indirect or consequential loss or damages arising out of or resulting from them. We do not have any control over the Entity Content either residing in the Visibly dashboard or shared through any social media services. We shall not be liable for any default or interruption in Services attributable to events beyond Our reasonable control and affecting Our performance of the Services or the Terms of Use. The Service is controlled and operated from its facilities in the United Kingdom. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import
Indemnification
You hereby agree to indemnify, defend, and hold Us and Our affiliates, directors, officers, employees, and Licensors harmless from and against any liabilities, losses, damages or costs, resulting from any and all third-party claims, action, dispute, or demand arising from the use of the Services and/or for violation of any of the provisions the Terms of Use, or from Your placement or transmission of any materials or content onto the Our (including our service provider’s) servers. Such liabilities may include, but are not limited to, those arising from the following: (i) infringement or misappropriation of any intellectual property rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy, data protection or publicity; and/or (iii) spamming, or any other offensive, harassing or illegal conduct or violation of the acceptable uses described herein or anti-spam policy; (iv) any damage or destruction to Visibly’s scripts/servers/equipment or to any of Our clients, which damage is caused by or otherwise results from Your acts or omissions including those of Your designates and authorised personnel; (v) any personal injury or property damage arising out of Your activities related to the Services; and (vi) any other damage arising from Your equipment or business.
Limitation of liability
To the maximum extent permitted by applicable law, in no event will visibly, its affiliates, directors, employees or its licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other losses, that result from the use of, or inability to use, this service. Under no circumstances will visibly be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein. Our aggregate liability arising out of these terms will not exceed the amount you have paid us in the past three (3) months.
To the maximum extent permitted by applicable law, visibly assumes no liability or responsibility for any (I) errors, mistakes, or inaccuracies of user content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if visibly has been advised of the possibility of such damage. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
The Service is controlled and operated from its facilities in the United Kingdom. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import
Dispute Resolution
In case of any dispute, differences or controversy of whatever nature arising under or out of or in relation to this Agreement including any question regarding its existence, validity, termination or interpretation (a “Dispute”), the directors or other senior representatives of the Parties with authority to settle the Dispute shall, within seven (7) days of a written request from one Party to the other, first seek to resolve the Dispute amicably through good faith negotiations.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in UK at The London Court of International Arbitration (“LCIA”) or at such other venue in UK as the Parties may agree in writing in accordance with the LCIA Rules. The decision of the tribunal shall be final and binding on both Parties. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
The Terms of this Clause shall not prevent any Party from applying to court for any injunctive or equitable relief, and the Parties hereby submit to the jurisdiction of the UK courts for this purpose.
Governing Law
This Term of Use shall be governed by and construed in accordance with the laws of England and Wales.
General Clauses
The Terms of Use along with any other applicable agreements, and Visibly’s Privacy Policy, represent the entire agreement between parties with regards to the use of the Service, and overrule any conflicting or prior agreements, promises, representations and negotiations, oral or written, with regards to the subject matter, and is incumbent upon the parties and their permitted assigns and successors.
With the exception of payment obligations, none of the parties shall assume liability for the inability to perform their obligations hereunder, where such failures arise from any cause beyond the reasonable control of such parties. This includes the elements such as flood, fire, earthquake, harsh weather, accidents, vandalism, power failure, sabotage, internet failure, denial of service attacks, acts of terrorism, acts of God, acts of the public enemy, public or civil disturbances, riots, strikes, labor disruptions and any orders, acts, rules, regulations or clampdowns enforced by the government or governmental authority or body, military or civil, including court judgments and orders.
You shall not designate or transfer Your obligations or rights, whether under circumstances arising from a merger, change of control, sale of assets, operation of law or otherwise, without the prior written approval of Visibly; any attempt to designate or transfer Your rights and obligations without prior consent will be deemed void. Visibly may designate or delegate all obligations and rights under this Agreement, wholly or partially, without notifying You. Visibly may also substitute, by way of unilateral novation, effective upon notice to You, Visibly for any third party that assumes our rights and obligations under this Agreement.
Your failure to comply with any of the Terms of Use forth herein may result in the termination of Your access to the Site and/or the Service and may also impose upon You, a civil and/or criminal liability.