Visivity Terms of Service

This Terms of Service agreement (“Agreement”) sets forth the terms on which Visivity, Inc. (an Oklahoma Corporation) offers to you its services through its website www.visivity.com (collectively “Services”). This Agreement is effective between you the subscriber (the “Subscriber” or “You”, “Your”) and Visivity, Inc., operator of www.visivity.com (collectively “Visivity”). This Agreement incorporates into its terms the Visivity Privacy Policy which is available on the Visivity website. Your subscription registration and usage of the Services constitutes your awareness, understanding and acceptance of the following terms:

1. Subscription Term

Visivity offers a month-to-month subscription to its Services. You may cancel your subscription at any time provided you give Visivity prior notice of your cancellation no later than the last day of the month preceding your final subscription month. You can notify Visivity by emailing support@visivity.com or by following the options in your account once you are logged in.

2. Subscription Fees and Payments

By registering for a month-to-month Visivity subscription, You agree to pay a one-time activation fee of $299.00. Visivity may decide, in its sole discretion, to waive this fee for; a period of time, a marketing campaign, or promotional event(s).

By registering for a month-to-month Visivity subscription, You agree to pay a monthly subscription fee of $99.00 to access Visivity’s Services (“Monthly Fee”).

You also agree to provide Visivity with a valid credit card by which to pay your Monthly Fee and authorize Visivity to charge your card the Monthly Fee on the first day of each month while your subscription is active. Visivity will charge your card for the upcoming month’s subscription. You warrant that the credit card you provide is yours and that you are duly authorized to use it to pay your activation and subscription fees. You hereby understand that Visivity may perform test transactions, of a nominal amount, to verify the status of your credit card.

You agree to duly pay any and all Monthly Fees on their due date while your subscription is active (“Due Date”) and that any Monthly Fees that have failed to process on your credit card will be settled no later than 5 business days from their Due Date. You agree to pay Visivity a late fee of $25 per late payment as well as any expenses, legal fees, and court costs associated with collecting on past due fee amounts.

3. Using Visivity

While using Visivity’s Services You agree that You will not:

  • breach or circumvent any laws, our systems, or our policies;
  • attempt to probe, scan or test the vulnerability of Visivity’s Services or of a system, account or network of Visivity, or any of our customers or suppliers;
  • interfere or attempt to interfere with Visivity’s service to any user, Visivity’s hosting technologies, or Visivity’s network;
  • use our Services if You are not able to form a legally binding contract (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications, or tools;
  • post false, inaccurate, misleading, defamatory, or libelous content in any bulletin boards or comment areas that Visivity may provide;
  • transfer your Visivity account and user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Visivity, or the interests or property of Visivity users;
  • use any robot, spider, scraper or other automated means to access our Services for ANY PURPOSE;
  • interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
  • copy, modify, or distribute rights or content from Visivity Services or Visivity’s copyrights and trademarks;
  • copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our site or Services without our express prior written permission;
  • harvest or otherwise collect information about Visivity users, including email addresses;
  • reproduce, duplicate, copy, sell, resell, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheets (“CSS”) or any visual design elements without the express written permission from Visivity;
  • modify, reverse engineer, adapt or otherwise tamper with Visivity’s Services or modify another website so as to falsely imply that it is associated with the Services, Visivity, or any other software or service provided by Visivity; and or
  • use the Services in any manner which may infringe Visivity’s copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise in violation of these Terms of Service.

Visivity may investigate suspected violations of these terms and may report suspected violations of these terms to applicable law-enforcement authorities or third-parties and may cooperate with any investigation of illegal activities associated with Your use of the Services.

Visivity may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Visivity may also suspend access to its Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide reasonable notice prior to any such suspension.

Visivity reserves the right to modify or discontinue, temporarily or permanently, at any time, any feature associated with the Services, with or without notice. Your continued use of the Services following any modification constitutes Subscriber’s acceptance of the modification.

4. Abusing Visivity

Without limiting other remedies, Visivity may, limit, suspend, or terminate Your account or restrict or prohibit Your access to its Services and take technical and legal steps to keep You from using the Services if:

  • Visivity believes that You are creating problems or possible legal liabilities; and/or
  • Visivity believes that You are infringing the rights of third parties; and/or
  • Visivity believes that You are acting inconsistently with the letter or spirit of this Agreement or Visivity’s policies; and/or
  • despite Visivity’s reasonable endeavors, Visivity is unable to verify or authenticate any information You provide during registration or billing or account management; and/or
  • You fail to pay your Monthly Fee for Services by the payment Due Date.

5. Subscriber Agreements and Obligations

You hereby agree to maintain up-to-date information for billing purposes,

You represent and warrant that you have obtained all rights, permissions, and consents necessary to use and transfer any of your customer data within and outside of the country in which you are located in connection with Visivity’s Services,

You further agree to cooperate with Visivity’s reasonable investigation of service outages, security issues, and any suspected breaches of this Agreement,

Visivity reserves the right, and You hereby agree, that Visivity may modify this Agreement and its Privacy Policy regarding the use of its Services, provided that changes are commercially reasonable, consistent with industry norms and apply to all customers,

You agree to allow Visivity to collect and use Non-Identifiable or Aggregate Data:

  • When you interact with Visivity through the Site or Services, we receive and store certain non-identifiable information about you. Such information, which may be collected passively using various technologies or through other means, cannot be used to specifically identify you.
  • As is true of most web sites, we gather certain information automatically and store it in log files. This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. Visivity may store such information itself, or such information may be included in databases owned and maintained by Visivity, affiliates, agents, or service providers. This Site may use such information and pool it with other information to track, for example, the total number of visitors to our Site, the number of visitors to each page of our Site, the domain names of our visitors’ Internet service providers, and how our users interact with and use the Services. Also, in an ongoing effort to better understand and serve the users of the Services, Visivity often conducts research on its customer demographics, interests and behavior based on the data and other information provided to Visivity.
  • This research may be compiled and analyzed on an aggregate basis. Visivity may share this non-identifiable and aggregate data with its affiliates, agents and business partners, but this type of non-identifiable and aggregate information does not identify you personally. Visivity may also disclose aggregated user statistics in order to describe our Services to current and prospective business partners and to other third parties for other lawful purposes.
  • In operating Visivity, we may also use a technology called “cookies.” A cookie is a piece of information that the computer that hosts Visivity gives to your browser when you access Services. Our cookies help provide additional functionality to help us analyze usage more accurately. In all cases in which we use cookies, we will not collect Personal Data except with your permission. On most web browsers, you will find a “help” section on the toolbar. Please refer to this section for information on how to receive notification when you are receiving a new cookie and how to turn cookies off. We recommend that you leave cookies turned on because they allow you to take advantage of some of the Site’s features.
  •  The use of cookies by our any of our affiliates or service providers is not covered by our privacy policy. We do not have access or control over these cookies. Our partners may use session ID cookies to make it easier for you to navigate our site and use our Services.
  •  The Non-Identifiable and or Aggregate Data will be collected by Visivity by means of a SuperUser account. The SuperUser account will be used for, but not limited to, system support, data collection, and account maintenance functions.

6. Disclaimer of Warranties; Limitation of Liability

Visivity works to keep its Services safe, secure, and functioning properly, but cannot guarantee the continuous operation of, or access to, its Services. You hereby agree to use Visivity’s Services at your own risk, and that these Services are being provided to You on an “AS IS” and “AS AVAILABLE” basis.

Accordingly, to the extent permitted by applicable law, Visivity excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, Visivity (including any parent, subsidiaries, affiliates, officers, directors, agents and employees) is not liable, and You hereby agree not to hold Visivity responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, data loss, business opportunity loss, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

• Your use of, or inability to use, Visivity’s Services;

•  delays or disruptions in Visivity’s Services;

• the quality of any products, services, information, or other material purchased or obtained through Visivity’s Services;

• the cost of procurement of [a] substitute goods and services resulting from any goods, data, information from Visivity’s Services;

• any unauthorized access to or alteration of Your transmissions or information;

• viruses or other malicious software obtained by accessing, or linking to, Visivity’s Services;

• glitches, bugs, errors, or inaccuracies of any kind in Visivity’s Services;

• damage to Your hardware devices from your use of Visivity’s Services;

• the content, actions, or inactions of third parties, including items listed using Visivity’s Services;

• Your suspension or other action taken with respect to your account as a result of your breach of the provisions in the “Abusing Visivity” section above;

• Your need to modify your business practices, content, or behavior or your loss of, or inability to do business as a result of, changes to this Agreement or Visivity’s policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to Subscriber. Regardless of the previous paragraphs, if Visivity is found to be liable, our liability to you or to any third party is limited to $100.

7. General Terms

Indemnity. Subscriber will indemnify and hold Visivity (and Visivity’s affiliates and subsidiaries, and Visivity’s and its affiliates and subsidiaries respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, Your improper use of Visivity’s Services, or Your breach of any law or the rights of a third party.

Release. If You have a dispute with one or more of Visivity’s other subscribers, You hereby release Visivity (and our affiliates, subsidiaries, their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known, and unknown, arising out of or in any way connected with such disputes. In entering into this release you, Subscriber, expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

N. Governing Law. This Agreement and ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND VISIVITY arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, any relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third-parties who are not signatories to this agreement), or any related service (a “Dispute”) shall be governed by the laws of the United States and the laws of the State of Oklahoma, without regard to conflicts of law.

Jurisdiction and Venue. You agree that any Dispute with Visivity will be brought exclusively in the State or Federal courts located in Tulsa County, Tulsa Oklahoma. You further agree to submit to the personal jurisdiction of the State and Federal courts located in Tulsa County, Tulsa Oklahoma, and agree to waive any objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

Bench Trial. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute.

No Class Actions. YOU AGREE NOT JOIN OR CONSOLIDATE CLAIMS AGAINST VISIVITY OR PURSUE ANY CLAIM AS A REPRESENTATIVE OF A CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY AGAINST VISIVITY.

Limitation Period. Neither you nor Visivity will be liable for or assert any claim more than two years after the claim first arose.

Amendment, Assignment, and Notification. Visivity may amend this Agreement at any time by posting the amended terms on www.visivity.com. Our right to amend this Agreement includes the right to modify, add to, or remove terms in this Agreement. Amended terms shall automatically be effective 30 days after they are initially posted.

Visivity may assign this Agreement. Visivity will notify You through email of any amendments or assignments prior to their effective date. Visivity may also ask You to acknowledge your acceptance of the changed terms to this Agreement through an electronic click-through form; this Agreement may not otherwise be amended except through mutual agreement by you and a duly authorized Visivity representative.

No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Subscriber May Not Assign. You may not assign your rights or delegate your duties under this license to access the Service without the prior written consent of Visivity.

Third Party Processors. You acknowledge and agree that Visivity may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and provide its Services.

No Waiver. The failure of Visivity to enforce any provision herein shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Entire Agreement. This Agreement constitutes the entire agreement between you and Visivity and governs your use of Visivity’s Services, superseding any prior agreements between you and Visivity (including, but not limited to, any prior versions of the Terms of Service).

Invalid Provision. If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.