General Terms

1. Scope and Application of General Terms

These "General Terms" govern Your access to, and use of, Vizibly Offers. Capitalized terms are defined in Section 13 (Definitions). You agree to these General Terms by accessing or using a Vizibly Offer, finalizing Your Order, or through Your express agreement, whichever happens first. These General Terms apply independently of any contract You may have with a Vizibly Partner.

2. Use Rights

2.1 License and Right to Use. Vizibly grants You, for Your direct benefit, a non-exclusive:

(a) license to use Software and Vizibly Content; and

(b) right to use Subscription Offers, including Cloud Services, in accordance with Your Order or as otherwise agreed in writing (collectively, the "Use Rights"). Your Use Rights are non-transferable.

2.2 Limits on Usage. You may not:

(a) transfer, sell, sublicense, monetize, or provide the functionality of any Vizibly Offer to any third party, except as authorized by Vizibly;

(b) use Software licensed for a specific device on a different device unless authorized by Vizibly;

(c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from any Vizibly Offer;

(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Vizibly Offers; or

(e) use Vizibly Content other than as reasonably needed to exercise Your Use Rights pursuant to these General Terms.

2.3 Acceptable Use. You will ensure Your access or use of Software or Subscription Offers does not:

(a) violate applicable laws or the rights of any third party; or

(b) impede or interfere with the security, stability, availability, or performance of any Software or Cloud Service, or any other network or service (e.g., denial-of-service attacks, penetration testing, or distribution of malware).

2.4 Suspension. Vizibly may suspend Your access to Software or Subscription Offers if it reasonably believes that You or an Authorized User have materially breached Sections 2.2 (Limits on Usage) or 2.3 (Acceptable Use).

2.5 Use by Third Parties. If You permit Authorized Users to access Vizibly Offers on Your behalf:

(a) You will make sure all Authorized Users follow these terms; and

(b) You are liable for any breach of these terms by an Authorized User.

2.6 Use with Third-Party Products. Vizibly does not support or guarantee integration with third-party technologies or services.

2.7 Changes to Subscription Offers. Vizibly may change its Subscription Offers, typically to enhance them or add features. These changes will not materially reduce the core functionality of the affected Subscription Offers during the Use Term.

2.8 Maintaining Subscription Offers. Vizibly may occasionally perform maintenance of its Subscription Offers which may disrupt the performance or availability of affected Subscription Offers. Vizibly will provide advanced notice of planned maintenance when reasonably possible. If Vizibly performs emergency maintenance without notice, it will take reasonable steps to reduce any disruption of affected Subscription Offers.

3. Free Trials

3.1 Accessing Free Trials. Your Approved Source may let You access or use Vizibly Offers on a trial, evaluation, beta, or other free-of-charge basis ("Free Trial"). You may only access or use the Free Trial for the period specified ("Free Trial Period") and under any additional terms specified by Your Approved Source in writing. If no Free Trial Period is specified, You may only access or use the Free Trial for 60 days after the Free Trial is available to You. Free Trials may not come with support and may be incomplete or have errors. Unless agreed in writing by Vizibly, You will not use the Free Trial in a production environment.

3.2 Ending Free Trials. At the end of a Free Trial, You will promptly Return the Vizibly Offers as described in the Free Trial terms. Your Approved Source may change or terminate a Free Trial at its discretion with reasonable notice.

3.3 Continued use and disclaimer. (a) If You continue accessing a Vizibly Offer after a Free Trial Period or fail to Return a Vizibly Offer, You will pay any applicable fees reasonably charged by Your Approved Source. (b) Unless agreed by Vizibly in writing or required by law, Free Trials are provided "AS-IS" without any express or implied warranties.

4. End of Life

4.1 Notification. Vizibly may end the life of Vizibly Offers by providing notice.

4.2 Pre-Paid Cloud Service. If Your Approved Source is prepaid a fee for Your use of a Cloud Service that is end of life before Your then-current Use Term ends, Vizibly will either (a) provide You with a generally available alternative offer, or (b) if Vizibly cannot reasonably provide an alternative offer, it will credit the unused balance of fees paid for the relevant Cloud Service to Your Approved Source or You (if Vizibly is the Approved Source) once You Return the Cloud Service.

4.3 Credit. Credits issued under Section 4.2 (Pre-Paid Cloud Service) are calculated from the last date the applicable Cloud Service is available to the end of the applicable Use Term and may be applied only towards the future purchase of Vizibly Offers.

5. Paying Your Approved Source

You will pay Your Approved Source all amounts due under Your Orders, including fees for additional consumption of a Subscription Offer. In the case of late payments, Vizibly may, without limiting its other rights and remedies, suspend Your access to Software or Subscription Offers on 10 days' notice.

6. Confidentiality

6.1 General Obligation. A recipient of Confidential Information will protect that Confidential Information using the same standard of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable standard of care. This Section 6 (Confidentiality) will not apply to information which: (a) is known by the recipient without confidentiality obligations; (b) is or has become public knowledge through no fault of the recipient; or (c) is independently developed by, or for, the recipient.

6.2 Permitted Recipients. A recipient of Confidential Information will not disclose Confidential Information to any third party, except to its professional advisors, agents, employees, Affiliates, and contractors who need to know. The recipient is liable for a breach of this Section 6 by its permitted recipients and must ensure each of those permitted recipients have written confidentiality obligations at least as restrictive as the recipient's obligations under these General Terms.

6.3 Required Disclosures. The recipient may disclose Confidential Information if required by law (including under a court order) but only after it notifies the discloser in writing (if legally permissible). A recipient will reasonably cooperate with a discloser's reasonably requested protective actions, at the discloser's expense.

6.4 Returning, Destroying and Retaining Confidential Information. The recipient will return, delete, or destroy all Confidential Information and confirm in writing it has done so within 30 days of the discloser's written request unless retention is required by law or Confidential Information has been stored in a backup system in the ordinary course of business. Retained Confidential Information will continue to be subject to this Section 6 for five years, or until the Confidential Information is no longer a trade secret under applicable law.

7. Privacy and Security

7.1 Data Use, Generally. Vizibly respects Your Data and will collect, access, use, and process Your Data in accordance with these General Terms and applicable law.

7.2 DPA. If Vizibly processes Personal Data, Vizibly will process it according to the Data Protection Agreement, which is incorporated in these General Terms by reference.

8. Ownership of Intellectual Property

8.1 Ownership. Unless agreed in writing, nothing in these General Terms transfers ownership in any intellectual property rights. You retain ownership of Customer Content and Vizibly retains ownership of Vizibly Offers and Vizibly Content.

8.2 Feedback. Vizibly may use feedback You provide in connection with Your use of Vizibly Offers for any purpose.

8.3 Aggregate Data. Vizibly may collect, access, and compile Your Data into Aggregate Data. Vizibly owns Aggregate Data and may use it for any purpose, including without limitation, analytics, product improvement, research, and marketing.

9. Intellectual Property Indemnity

9.1 Claims. Vizibly will defend any third-party claim against You asserting that Your valid use of a Vizibly Offer infringes a third party's patent, copyright, or registered trademark (the "IP Claim"). Vizibly will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, if You: (a) promptly notify Vizibly in writing of the IP Claim (but failure to promptly notify Vizibly only limits Vizibly's obligations to the extent it is prejudiced by the delay); (b) fully cooperate with Vizibly in the defense of the IP Claim; and (c) grant Vizibly the right to exclusively control the defense and settlement of the IP Claim and any appeal. Vizibly does not have to reimburse You for attorney fees and costs incurred before Vizibly receives notification of the IP Claim. You may retain Your own legal representation at Your own expense.

9.2 Additional Remedies. If an IP Claim prevents or is likely to prevent You from accessing or using the applicable Vizibly Offer, Vizibly will either get the right for You to continue using the Vizibly Offer or replace or modify the applicable Vizibly Offer with non-infringing functionality that is at least equivalent. If Vizibly determines those options are not reasonably available, then Vizibly will provide a prorated refund for the impacted Vizibly Offer.

9.3 Exclusions. Vizibly has no duty regarding any IP Claim to the extent based on: (a) any designs, specifications, or requirements provided by You, or on Your behalf; (b) modification of a Vizibly Offer by You, or on Your behalf; (c) the amount or duration of use made of a Vizibly Offer, revenue You earned, or services You offered; (d) combination, operation, or use of the Vizibly Offer with non-Vizibly products, software, content, or business processes; or (e) Your failure to change or replace the Vizibly Offer as required by Vizibly.

9.4 To the extent allowed by law, this Section 9 states Your only remedy regarding an IP Claim against You.

10. Liability

10.1 Excluded Liability. Neither party is liable for: (a) indirect, incidental, reliance, consequential, special, or exemplary damages; or (b) loss of actual or anticipated revenue, profit, business, savings, data, goodwill or use, business interruption, damaged data, wasted expenditure, or delay in delivery (in all cases, whether direct or indirect).

10.2 Liability Cap. Each party's entire liability for all claims relating to these General Terms will not exceed the lesser of: (a) the fees paid to Vizibly for the specific Vizibly Offer that is the subject of the claim in the 12 months before the first incident giving rise to such liability; or (b) $50,000 USD. This cap is cumulative for all claims (not per incident) and applies collectively to each party and its Affiliates (not per Affiliate).

10.3 Unlimited Liability. Nothing in this Section 10 limits or excludes liabilities that cannot be excluded or limited under applicable law, or for: (a) bodily injury or death resulting directly from the other party's negligence; (b) fraudulent misrepresentation or wilful misconduct; (c) breach of confidentiality obligations, unless the breach relates to Section 7 (Privacy and Security); (d) failure to pay for Vizibly Offers; (e) misuse or misappropriation by a party of the other party's intellectual property rights; or (f) failure to comply with export control obligations.

11. Termination

11.1 Termination for Cause. Either party may provide written notice to the other party if the other party materially breaches these General Terms or any written terms otherwise agreed under an affected Order. If the breach remains uncured after 30 days of the date of that notice, the non-breaching party may immediately terminate the affected Orders, in whole or in part.

11.2 Termination for Compliance with Laws. Vizibly may terminate these General Terms and affected Orders immediately upon written notice if continued provision of the Vizibly Offers will result in a violation of Section 12.8 (Compliance with Laws).

11.3 Effect of Termination or Expiration. You will Return applicable Vizibly Offers at the end of Your Use Term or upon termination of an Order.

12. General Provisions

12.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy, and Security), 8 (Ownership of Intellectual Property), 9 (Intellectual Property Indemnity), 10 (Liability), 11 (Termination), and 12 (General Provisions) survive termination of these General Terms.

12.2 Performance Standards. To the extent allowed by law, Vizibly makes no express or implied warranties of any kind regarding the Vizibly Offers. This disclaimer includes any warranty, condition or other term as to merchantability, merchantable quality, fitness for purpose or use, course of dealing, usage of trade, or non-infringement. Vizibly does not warrant that Vizibly Offers will be secure, uninterrupted, or error-free.

12.3 No Agency. These General Terms do not create any agency, partnership, joint venture, or franchise relationship.

12.4 Assignment and Subcontracting. (a) Except as set out below, You may not assign or novate these General Terms or any Order, in whole or in part without Vizibly's written consent, which will not be unreasonably withheld. Vizibly may assign these General Terms and any Order if it provides prior written notice to You. (b) Vizibly may subcontract any performance associated with any Vizibly Offer to third parties if such subcontract is consistent with these General Terms and does not relieve Vizibly of any of its obligations under these General Terms.

12.5 Third Party Beneficiaries. These General Terms do not grant any right or cause of action to any third party.

12.6 Use Records. You will keep reasonable records of your use of the Vizibly Offers. You will let Vizibly and its auditors who are under a written obligation of confidentiality access records of Your use of the Vizibly Offers (including books, systems, and accounts) within 30 days' notice from Vizibly. Vizibly may not give this notice more than once in any 12-month period and will conduct any audit during Your normal business hours. If the verification process reveals underpayment of fees, You will pay these fees within 30 days.

12.7 Changes to these General Terms. The version of the General Terms applicable to Your Order is the version published at www.vizibly.io/general-terms when the Order is executed. If Vizibly changes these General Terms or any of its parts, these changes will be published at www.vizibly.io/general-terms. Any changes will only apply to Vizibly Offers ordered or renewed after the date of the change.

12.8 Compliance with Laws. (a) General. Vizibly will comply with all applicable laws relating to providing Vizibly Offers under these General Terms. You will comply with all applicable laws relating to Your receipt and use of Vizibly Offers. (b) Trade Compliance. Vizibly Offers may be subject to US and other export control and sanctions laws around the world. These laws govern the use, transfer, export and re-export of Vizibly Offers. Each party will comply with such laws and obtain all licenses or authorizations it is required to maintain. You represent that you are not named on any US Government denied party list.

12.9 Governing Law and Venue. These General Terms, and any disputes arising from them, are subject to the law of the State of California, United States, and exclusive jurisdiction and venue of the Superior Court of California, County of Orange and Federal Courts of the Central District of California. Each party consents and submits to the exclusive jurisdiction of the courts in the listed venue. These laws apply despite conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Either party may seek interim injunctive relief in any court of appropriate jurisdiction regarding any alleged breach of confidentiality obligations or intellectual property or proprietary rights.

12.10 Notice. Unless provided in these General Terms or an Order, notices to Vizibly should be sent to contract-notice@vizibly.io. Vizibly may deliver notice to You under these General Terms via email or regular mail to the address listed on Your Order, but it may provide notices of a general nature applicable to multiple customers on vizibly.io. Notice is considered effective (i) upon delivery, if personally delivered, (ii) the next day, if sent by overnight mail, (iii) 3 business days after deposit, postage prepaid, if mailed, (iv) the same day receipt is acknowledged, if sent by e-mail, or (v) the same day posted on vizibly.io.

12.11 Force Majeure. Neither party is responsible for delay or failure to perform its obligations to the extent caused by events beyond a party's reasonable control, including severe weather events, acts of God, supply shortages, labor strikes, epidemic, pandemic, acts of government, war, acts of terrorism or the stability or availability of utilities (including electricity and telecommunications). The affected party must make reasonable efforts to mitigate the impact of the force majeure event.

12.12 No Waiver. Failure by either party to enforce any right under these General Terms will not waive that right.

12.13 Severability. If any term in these General Terms is invalid or unenforceable, the rest of these terms will continue with full force and effect to the extent possible.

12.14 Entire Agreement. These General Terms are the complete agreement between the parties and replace all previous communications, understandings, or agreements (whether written or oral).

12.15 Publicity. Vizibly may issue any press release or other publication regarding Your use of Vizibly Offers. Vizibly may use Your name, logo, and other identifying marks in its marketing materials and Vizibly Offers.

12.16 Order of Precedence. (a) If there is any conflict between these General Terms and any Order, the order of precedence (from highest to lowest) is: (1) these General Terms; (2) any applicable Vizibly policy referenced in these General Terms; then (3) Order. (b) As between You and Vizibly, these General Terms prevail over any inconsistencies with Your contract with any Vizibly Partner.

13. Definitions

Term	Meaning
Affiliate	Any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where "control" means to: (a) own over 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through voting rights or other lawful means (e.g., a contract that allows control).
Aggregate Data	Data that has been compiled and modified so that it does not include, even if combined with other information, any Personal Data or the identify of any customer or other entity.
Approved Source	Vizibly, a Vizibly Partner, or a fulfillment agent as may be appointed by Vizibly from time to time.
Authorized Users	Your users including Affiliates, and each of their respective users.
Cloud Service	An on-demand service provided by Vizibly accessible via the internet and provides software and platform products and services on an as-a-service basis.
Confidential Information	Non-public proprietary information of the discloser obtained by the recipient in connection with these terms, which: (a) is conspicuously marked as confidential if written or clearly stating the information is confidential when (or promptly after) it is verbally disclosed; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or orally. Confidential Information excludes Customer Content.
Customer Content	(i) Content and digital assets that You provide to Vizibly when using a Vizibly Offer, (ii) content and digital assets unique to You generated from Your use of a Vizibly Offer, or (iii) data provided by You or on Your behalf for ingestion into a Vizibly Offer. Examples of Customer Content include: files You upload to a Vizibly Offer, content you provide to Vizibly to configure a Vizibly Offer, reports generated for You by a Vizibly Offer. Customer Content does not constitute Confidential Information.
Customer Systems Information	Data and metadata that are unique to You and generated or collected based on Your use of a Vizibly Offer. Customer Systems Information can be generated or collected by a Vizibly Offer or data collection tools that you have authorized. Examples of Customer Systems Information include: data about your usage, data generated when you submit a support request and additional information you submit about your issue excluding comments, feedback, survey responses, product evaluations, and other qualitative input, which is defined as Vizibly Content.
Data	Personal Data, Customer Content, and Customer Systems Information.
Data Protection Agreement	Vizibly's data processing terms, accessible at www.vizibly.io/dpa, and incorporated by reference into these General Terms pursuant to Section 7.2 (DPA).
Free Trial	Defined in Section 3.1 (Accessing Free Trials).
Free Trial Period	Defined in Section 3.1 (Accessing Free Trials).
Order	The transaction through which You acquire a Vizibly Offer from an Approved Source, including through buying and ordering documents or transacting through an online ordering tool.
Personal Data	Any information about, or related to, an identified or identifiable natural person. It includes any information that can be linked to an individual or used to, directly or indirectly, identify an individual, natural person.
Return	Stopping all use of, destroying, or returning applicable Vizibly Offers to Your Approved Source, as directed by Vizibly or Your Approved Source.
Software	Vizibly-branded computer programs including Upgrades.
Subscription Offer	Vizibly Offers provided on a term or subscription basis under Your Order.
Upgrades	All updates, upgrades, bug fixes, error corrections, enhancements, and other modifications to the Software.
Use Term	The period You may exercise Use Rights in the Vizibly Offer under Your Order.
Use Rights	Defined in Section 2.1 (License and Right to Use).
You, Your	The individual or legal entity acquiring access to Vizibly Offers.
Vizibly, we, our or us	Vizibly, Inc. or its applicable Affiliates.
Vizibly Content	(i) Digital assets, data, metadata, and other content provided by Vizibly, directly or through Your Approved Source, to You as part of Your access to Vizibly Offers. (ii) Data and metadata about infrastructure, platforms, interfaces, or other components that are generated or collected by Vizibly through the operation or delivery of the Vizibly Offer. (iii) Data provided by You in connection with Vizibly's provision of Vizibly Offers, including feedback and support requests.
Vizibly Offer	Vizibly-branded (i) Use Rights in Software or Cloud Service, (ii) support included in a Subscription Offer, and (iii) incidental technology and resources.
Vizibly Partner	A Vizibly authorized reseller, distributor, or other third party authorized by Vizibly to sell Vizibly Offers.