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://beta.visibly.io and https://beta.visibly.io and the mobile application.Service is owned and provided by Visibly Limited, at address of business.
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
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.
You agree that You shall:
- 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.
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;
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.
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.
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.
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://beta.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.
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.
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.
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.
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://beta.visibly.io and https://beta.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://beta.visibly.io and https://beta.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://beta.visibly.io are copyrighted except where explicitly excluded.
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.
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
Data Collection and Privacy
By using the Services provided by Visibly, You consent to the collection, use, processing and disclosure of Your personal
Suspension of Services
Disclaimers and Warranties
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
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.
This Term of Use shall be governed by and construed in accordance with the laws of England and Wales.
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.