Terms of Service
Last Modified: February 10, 2020Thank You For Using Vizualist
Vizualist is an electronic database accessible through our Site, which consists of Content (as defined below) and software that is designed to permit you to access, use, reproduce, display and distribute such Content for the purposes described herein. Content includes all data available on the Site, including but not limited to, text, graphics, slideshows, interactive features, and all other materials.
Who May Use Our Services
Any use or access by anyone under the age of 13 is prohibited and, by using our Services, you represent and warrant that you are at least 13 years of age.
You may use our Services only in compliance with these Terms (which includes our policies) and all applicable laws.
We reserve the right to revise the Terms at our sole discretion at any time. Any revisions to these Terms will be effective immediately upon posting by us. For any material changes to these Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after publication of such changes, with or without notification, constitutes binding acceptance of the revised Terms.
Full access to our Services will require that you create a valid user account. To create an account, you must provide us with an electronic mail address and other information (“Registration Data”). You agree not to share with any third party access information to your account.
In consideration of use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Vizualist assumes no duty to verify such information. Vizualist reserves the right to suspend or terminate your account if it has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
We welcome your feedback and suggestions about how to improve our Services. Feel free to submit feedback at email@example.com. By submitting feedback in this or in any other manner to us, you agree to grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.
Our Content and Materials
Definition of Our Content
All intellectual property in or related to the Services (specifically, but not limited to, our software, trademarks, logo and buttons, badges and widgets, but excluding your User Content as defined below) is the property of Social Explorer, its subsidiaries and affiliates or its licensors and sublicensors (“Our Content and Materials”).
Our License to You
Subject to these Terms, including our policies and the restrictions below, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use our Services. You may download and display Our Content and Materials available through our Services only for purposes of using the Services. Use, reproduction, modification, distribution or storage of Our Content and Materials for any other purposes is expressly prohibited without prior written permission from us. You shall not sell, license, or otherwise use or exploit any of Our Content and Materials for commercial use or in any way that violates any third party right. We may terminate this license at any time for any reason. Except for the rights and license granted in these Terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission. You expressly are prohibited from any use of data mining, robots, or similar data gathering and extraction tools in your use of the Services. You agree that when using our Services you will abide by and comply with all applicable laws, rules and regulations.
Except for the limited license granted to you, you are not conveyed any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Social Explorer or any third party. Any unauthorized use of our Services or Our Content and Materials will terminate the permission or license granted by these Terms and may violate applicable law including copyright laws, trademark laws, and communications regulations and statutes.
You acknowledge and agree that Our Content and Materials will remain the property of Social Explorer. Our Content and Materials are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights by using the Services or the Site.
The Services enable you to share, create, update, and publish your content, such as information, data, and other materials (“User Content”), with Vizualist, and/or other users. By uploading any User Content to the Site, you agree that Vizualist may store and display your User Content in connection with the Services.
To the extent that you provide User Content, you grant Social Explorer and its affiliates, subsidiaries, licensees and sublicensees, without compensation to you or others, a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. You further agree that we may use your User Content in any manner that we deem appropriate or necessary.
Vizualist does not claim ownership over any User Content submitted on the Site or through the Services. You retain all intellectual property rights in, other than the non-exclusive rights granted to us in the paragraph above, and are responsible for the User Content you share. You agree to allow Vizualist and other users to view your User Content and, to the extent applicable, collaborate with you and your User Content.
You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that you, and not Vizualist, are entirely responsible for all User Content that you upload, post, transmit or otherwise make available via your account. Vizualist does not control the User Content posted through our Services, and as such, does not guarantee the accuracy, integrity or quality of such User Content. Vizualist reserves the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms.
Third Party Content
Through the Services, you will have the ability to access and/or use User Content, and/or other third parties and links to websites and services maintained by third parties (collectively, the “Third Party Content”). Vizualist cannot guarantee that such Third Party Content, on the Site or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Vizualist disclaims any responsibility or liability related to your access or use of such Third Party Content.
You may use the Services and the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Services or the Site:
- In any way that violates any applicable federal, state, local or international law or regulation.
- For the purposes of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal data, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
- To transmit, or procure the sending of, any advertising or promotional material related to the Services, without our prior written consent.
- To impersonate or attempt to impersonate Vizualist, another user, or any other person or entity.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Vizualist or users of the Services or expose them to liability.
Otherwise attempt to interfere with the proper working of the Services and/or the Site.
Copyright and Trademark Policy
Vizualist respects the intellectual property rights of our users, participating organizations, and other third parties and expects out users to do the same when using the Services.
If you infringe copyrights or other intellectual property rights of others, your User Content may be removed or suspended in whole or in part. It is our policy, in appropriate circumstances and our discretion, to disable and/or terminate accounts of users who repeatedly infringe or are charged repeatedly with infringing the copyrights or other intellectual property rights of others.
Vizualist complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet services providers (17 U.S.C. § 512). If you believe in good faith that materials hosted by Vizualist infringe your copyright or trademark rights, please provide SVizualists’s copyright agent the following written information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on Site;
- Your address, telephone number, and e-mail address;
- 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.
Notices and counter-notices with respect to claims of copyright infringement on the Vizualist Site must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Agent to Receive Notices of Claimed Infringement
Social Explorer Inc.
P.O. Box 354
Bronxville, New York 10708
Modifying and Terminating our Services
We are constantly changing and improving our Services. We may add or remove functions, features, or requirements, and we may suspend or stop the Services altogether. None of Vizualist, or other business partners, and their employees, contractors, and other agents shall have any liability to you for any such action.
We care about the security of our users. While we work to protect the security of your account and related information, Vizualist cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account by emailing firstname.lastname@example.org.
You are responsible for maintaining the confidentiality of the access data for your account and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Vizualist of any unauthorized use of your account or any other breach of security; and (b) ensure that you exit from your account at the end of each session.
Vizualist is not liable for any loss or damage arising from your failure to comply with this section.
Your Representation and Warranties
You represent and warrant that (a) all of the information provided by you to Vizualist to participate in the Services is accurate and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the act required of you under these Terms; and (c) if you are an institution or an organization, you are responsible for the conduct of authorized users and their compliance with these Terms.
Disclaimers and Limitations of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SOCIAL EXPLORER ENTITIES TO YOU.
The “Social Explorer Entities” means Social Explorer Inc., and any subsidiaries, affiliates, related companies, suppliers, licensOrs and partners, and the directors, officers, employees, agents and representatives of each of them. Each provision below applies to the maximum extent permitted under applicable law.
THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE SOCIAL EXPLORER ENTITIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE SOCIAL EXPLORER ENTITIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE SOCIAL EXPLORER ENTITIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, THE SOCIAL EXPLORER SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE SOCIAL EXPLORER ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN, SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF THE SOCIAL EXPLORER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. YOUR USE OF THE SERVICES AND THE SOCIAL EXPLORER SITE IS AT YOUR SOLE RISK.
You agree to fully indemnify, defend and hold the Social Explorer Entities and their directors, officers, employees, consultants and other representatives harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, and other expenses or fees (including reasonable attorneys’ fees) that directly or indirectly relate to or arise out of or from (a) your violation of these Terms; (b) any claim of infringement or misappropriation of intellectual property or other proprietary rights including, but not limited, to you use of Third Party Content; (c) your use of the Services; and/or (d) your negligent or willful misconduct.
If you have a dispute with Social Explorer, you agree to contact us on email@example.com, to attempt to resolve the issue informally first. If we are not able to resolve the dispute informally, then this section will govern any legal dispute that relates to the Services.
a. Binding Arbitration. You and Social Explorer agree that any dispute, claim or controversy arising out of or relating to these Terms or to your use of the Services (collectively, the “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Social Explorer both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Social Explorer in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
b. Class Action Waiver. You and Social Explorer agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Social Explorer both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Social Explorer agree otherwise in writing, the arbitrator in any Disputes may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
c. Arbitration Administration and Rules. The arbitration will be administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
d. Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
e. Arbitration Location and Procedure. Unless you and Social Explorer agree otherwise, the seat of the arbitration shall be in New York, New York. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Social Explorer submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
f. Arbitrator’s Decision and Governing Law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
g. Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
You grant us the right to use your name and/or logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers. If you do not want to be listed, you may send us an email to firstname.lastname@example.org stating that you do not wish to be used as a reference.
Governing Law and Jurisdiction
The Services are managed by Social Explorer, which is located in Bronxville, New York. You agree that any dispute related to these Terms will be governed by the laws of the State of New York, excluding its conflicts of law provisions. You further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving New York County as the legal forum for any such dispute.
If it turns out that a particular provision of these Terms is not enforceable for any reason or to any extent, this will not affect or render invalid any other terms, and the application of that provision shall be enforced to the extent permitted by law. If you do not comply with these Terms, and we do not take immediate action, this does not indicate that we relinquish any rights that we may have (such as taking action in the future).
We are not liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The then-current Terms, including (a) any related policies and terms referenced in the Terms and (b) any additional terms, are the entire agreement between you and Social Explorer regarding the Services. The Terms may not be modified without the consent of a duly authorized representative of Social Explorer, and will supersede and prevail over any terms or conditions you may include with any purchase order or other transaction document or communication with us, regardless of whether Social Explorer signs them or fails to object to them. This “Entire Agreement” section shall survive any expiration or termination of your relationship with Social Explorer.
The captions and headings appearing in these Terms are for reference only and will not be considered in construing these Terms. Notice to you may be made via email. Social Explorer may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services.
Comments and Questions
All correspondence to Vizualist regarding these Terms must be sent to email@example.com.