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.

2.1 Use and Access Rights. Vizibly grants You, for Your direct benefit in accordance with Your Order, a non-exclusive and non-transferable right to use and access the Vizibly Offer (the "Use Rights").

2.2 General Restrictions. You may not:

2.3 Usage Rules.

2.4 Suspension. Vizibly may immediately suspend Your access to any Vizibly Offer if it reasonably believes that You or any Authorized User has materially breached Sections 2.2 (General Restrictions) or 2.3 (Usage Rules).

2.5 Authorized Users. If You permit Authorized Users to access any Vizibly Offer on Your behalf:

2.6 Use with Third-Party Products. You may choose to enable integrations or exchange Customer Data with Third-Party Products. Vizibly, not being the owner, operator, supplier, or producer of Third-Party Products, does not endorse, support, warrant, or guarantee the continued availability, compatibility, or performance of, or integration with, Third-Party Products. Vizibly is not responsible or liable for Third-Party Products or how they use Customer Data. Vizibly disclaims all responsibility and liability for any damage, data loss, or service interruption arising from Your use of or reliance on any Third-Party Products. Your use of a Third-Party Product is governed by Your agreement with the relevant provider, not these General Terms. Third-Party Products may contain tracking technology. Accordingly, it is Your responsibility to read the third party's terms before using such Third-Party Products with any Vizibly Offer.

2.7 Customer Environment. You will be solely responsible for the configuration, operation, maintenance, and availability of Your environment, including all hardware, networking, operating systems, and other infrastructure required to run any Vizibly Offer. Vizibly will provide support for Vizibly Offers as described in Your Order. Vizibly will instruct You as to the configuration and maintenance required to enable Vizibly Offers within Your environment. Vizibly has no liability for any degradation in the performance of any Vizibly Offer resulting from Your failure to configure or maintain Your environment in accordance with Vizibly's requirements and instructions.

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

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

2.10 Limited License to Use Customer Data. You hereby grant to Vizibly a non-exclusive, non-transferable, royalty-free, and fully paid license to access, use, copy, reproduce, process, transmit, store, display, and host Customer Data as necessary for the limited purpose of providing and supporting Vizibly Offers during the Subscription Term.

3.1 Accessing Free Trials. Your Approved Source may let You access or use Vizibly Offers or beta releases or other early-stage features on a trial, evaluation, or other free-of-charge basis (a "Free Trial"). You may only access or use a Free Trial for the period specified (the "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, may not be fully functional, and may contain errors, bugs, omissions, and other problems for which Vizibly will not be responsible. Unless agreed in writing by Vizibly, You will not use a Free Trial in a production environment. Without limiting the other disclaimers and limitations in these General Terms, You agree that any Free Trial is provided on an "as is" and "as available" basis without any express or implied warranties, support, maintenance, storage, or indemnity obligations of any kind. Any use of a Free Trial is at Your sole risk. Vizibly makes no promises that beta releases will be made commercially available.

3.2 Ending Free Trials. At the end of a Free Trial, You will promptly stop accessing the Vizibly Offer, beta release, or other feature. Vizibly may terminate Your right to use any Free Trial at any time for any reason or no reason in Vizibly's sole discretion, without liability.

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

4.2 Prepaid Vizibly Offer. If You have prepaid Your Approved Source a fee for Your use of a Vizibly Offer that reaches end-of-life before Your then-current Subscription 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 Vizibly Offer to Your Approved Source or to You (if Vizibly is the Approved Source).

4.3 Credit. Credits issued under Section 4.2 (Prepaid Vizibly Offer) are calculated from the last date the applicable Vizibly Offer is available through the end of the applicable Subscription Term. Credits may only be applied toward the future purchase of Vizibly Offers.

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

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 (Confidentiality) by its permitted recipients and must ensure each of those permitted recipients is bound by 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 to the extent 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 (Confidentiality) for 5 years, or, for trade secrets, until the Confidential Information is no longer a trade secret under applicable law.

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. Vizibly will access and use Customer Data solely to provide, maintain, and support Vizibly Offers. Use of Customer Data includes sharing Customer Data as You direct through Vizibly Offers, but Vizibly will not otherwise disclose Customer Data to third parties except as permitted in these General Terms.

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.

7.3 Security. Vizibly will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data.

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

8.2 Outputs. You own all reports, summaries, and other materials that are generated through a Vizibly Offer by or for You (collectively, the "Outputs"). Vizibly makes no warranty or guaranty that the Outputs will provide accurate, tailored, or informative results, or be fit for any particular purpose. You are solely responsible for Your use of any Outputs and should evaluate the fitness of any Outputs as appropriate for Your specific use case.

8.3 Feedback. Vizibly owns all feedback (e.g., comments, questions, suggestions, survey responses, product evaluations, ideas) provided by You and Your Authorized Users to Vizibly and may use it for any purpose without restriction or obligation.

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

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

9.2 Mitigation. If a Vizibly-Covered Claim prevents or is likely to prevent You from accessing or using the applicable Vizibly Offer, Vizibly will either procure the right for You to continue using the Vizibly Offer or replace or modify the allegedly infringing portion of the 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 Vizibly-Covered Claim to the extent based on: (a) any designs, specifications, or requirements provided by You, or on Your behalf; (b) any modification or unauthorized use of a Vizibly Offer or its Outputs 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) use of the Vizibly Offer in combination with items not provided by Vizibly, including Third-Party Products, products, content, or business processes; or (e) Your failure to change or replace the Vizibly Offer as required by Vizibly.

9.4 Exclusive Remedy. To the extent allowed by law, this Section 9 (Indemnification) states Your only remedy regarding a Vizibly-Covered Claim against You.

9.5 Customer-Covered Claims. You will defend Vizibly against any Customer-Covered Claim and will indemnify Vizibly against the final judgment entered by a court of competent jurisdiction or any settlements arising out of a Customer-Covered Claim. Vizibly has the right to exclusively control the defense and settlement of the Customer-Covered Claim and any appeal. You must fully cooperate with Vizibly in the defense of any Customer-Covered Claim.

10.1 General Cap. Each party's entire liability arising out of these General Terms will not exceed 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. The General Cap is cumulative for all claims (not per incident) and applies collectively to each party and its Affiliates (not per Affiliate).

10.2 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), even if informed of their possibility in advance.

10.3 Enhanced Cap. Section 10.1 (General Cap) will not apply to Enhanced Claims. For all Enhanced Claims, each party’s entire liability will not exceed three times (3x) the General Cap (the "Enhanced Cap").

10.4 Unlimited Liability. Nothing in this Section 10 (Liability) limits or excludes liabilities that cannot be limited or excluded under applicable law, or liabilities for: (a) bodily injury or death resulting directly from the other party's negligence; (b) fraudulent misrepresentation or willful misconduct; (c) breach of Section 6 (Confidentiality), excluding breaches related to Customer Data; (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.

11.1 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 for 30 calendar days after the date of the 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 any Vizibly Offer would result in a violation of Section 12.7 (Compliance with Laws).

11.3 Effect of Termination or Expiration. Your rights to access and use any Vizibly Offer cease upon any termination or expiration of Your Order. Vizibly will return, delete, or destroy all Customer Data and confirm in writing it has done so within 60 days of Your written request unless retention is required by law or Customer Data has been stored in accordance with Vizibly's standard backup or record retention policies.

12.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy and Security), 8 (Ownership of Intellectual Property), 9 (Indemnification), 10 (Liability), 11.3 (Effect of Termination or Expiration), 12 (General Provisions), and 13 (Definitions) survive termination or expiration of these General Terms.

12.2 Disclaimers. VIZIBLY MAKES NO WARRANTIES OF ANY KIND REGARDING ANY VIZIBLY OFFER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VIZIBLY OFFERS ARE PROVIDED “AS IS.” Vizibly specifically disclaims all implied and statutory warranties, conditions, or other terms as to merchantability, merchantable quality, fitness for purpose or use, course of dealing, usage of trade, title, accuracy, satisfactory quality, and non-infringement. Vizibly does not warrant that Vizibly Offers will be secure, uninterrupted, or error-free, or that Vizibly Offers will satisfy Your requirements. This Section applies to You to the extent permitted by applicable law.

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

12.4 Assignment and Subcontracting. (a) 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 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 upon the Effective Date of Your Order. If Vizibly subsequently changes any part of these General Terms, the changes will only apply to Your new or renewal Orders effective after the date of the change.

12.7 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 access to and use of Vizibly Offers. (b) Trade Compliance. Vizibly Offers may be subject to U.S. 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 U.S. government denied-party list.

12.8 Governing Law, Venue, and Dispute Resolution.

12.9 Notice. Except as set out in these General Terms, notices to Vizibly should be sent to contract-notice@vizibly.io. Vizibly may deliver notice to You to the e-mail or physical address listed on Your Order, or by posting on vizibly.io or within the Vizibly Offer as permitted in these General Terms. Vizibly may provide notices of a general nature applicable to multiple customers on vizibly.io and through Vizibly Offers. Notice is considered effective (i) upon delivery, if personally delivered, (ii) upon receipt, if by certified or registered U.S. mail (return receipt requested), (iii) upon delivery, if sent by e-mail, or (iv) on the same day posted on vizibly.io or within a Vizibly Offer.

12.10 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, epidemics, pandemics, 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. This Section does not limit Your obligation to pay fees owed.

12.11 No Waiver. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. Failure by either party to enforce any right under these General Terms will not waive that right.

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

12.13 Entire Agreement. Together, these General Terms, including all referenced policies and Your Order (if entered into with Vizibly), form the complete agreement between the parties and replace all previous communications, understandings, or agreements (whether written or oral).

12.14 Publicity and Logo Use. 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, website, and Vizibly Offers, including in Outputs and in training or other materials created for Your benefit related to Your use of Vizibly Offers.

12.15 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) Your Order. (b) As between You and Vizibly, these General Terms prevail over any inconsistencies with Your contract with any Vizibly Partner.