Last Updated: July 7, 2014
Acceptance of Agreement
Thank you for visiting and using Vizibal. This is an agreement between you (“you” or “your”) and Vizibal, LLC, a Delaware limited liability company (“Vizibal,” “we,” “us” or “our”) that governs your use of the Vizibal.com website, any mobile app we may provide, and any related tools and services (collectively, the “Services”). When you access or use the Services in any way or express your consent to these terms in any other respect, you agree to be legally bound by these Terms and Conditions (“Terms”). Please make sure you review these Terms carefully, as they contain important information about your rights and obligations, including arbitration of legal disputes.
“Vizibal Content” means all Content that Vizibal makes available through the Services, including any Content licensed from a third party, but excluding User Content.
“Collective Content” means User Content and Vizibal Content.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Buyer” means a User who buys a product from a Posting via the Services.
“Seller” means a User who creates a Posting to sell via the Services.
“Posting” means a product that is listed by a Seller as available for sale via the Services.
“Listing” means a advertising opportunity listed for sale by Seller or purchased by Buyer.
“User” means a person who visits our website, completes the Vizibal account registration process, or uses the Services in any other respect, and include but are not limited to Sellers and Buyers.
“User Content” means all Content that a User posts, uploads, publishes, submits or transmits to be made available through the Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.
Vizibal is an online marketplace designed to facilitate the buying and selling of advertising opportunities. We are committed to providing a positive experience for Buyers and Sellers in each transaction. The Services are designed to be convenient and useful, and it is important to us that they remain a safe, friendly and trustworthy space to interact with us and other Users. Accordingly, you agree that you will only use the Services in a manner consistent with their purpose and as described in these Terms, including following the procedures and guidelines on the buying and selling processes and conforming your practices to the rules on acceptable conduct and prohibited practices set forth herein. You and all other Users will be expected to comply with these Terms, to be polite and respectful, and to refrain from using the Services to engage in any prohibited conduct. “Prohibited conduct” is any conduct (i) that is in breach of any applicable federal, state or local law, or the law of any foreign country or jurisdiction; (ii) that is infringing, tortious, fraudulent, defamatory, abusive, or harassing; (iii) that is in any way harmful to Vizibal, its Users and business partners, or any other third party or its property; (iv) that violates another party's intellectual property, publicity, privacy or other rights; (v) that otherwise interferes with the operation, use or enjoyment by any person of the Services or any service, system or other property; or (vi) that violates any provision, clause, term or condition of these Terms. Note, you must be 18 years old or more to use the Services, and by using the Services, you agree that you are at least 18 years old. Without limiting the generality of any of the foregoing, you agree that when you use the Services, you will not:
- use the Services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using the Service;
- fail to deliver payment for Listings purchased by you, unless the Seller has materially changed the listing's description after you buy, or a clear typographical error is made;
- post for sale any Item to which you do not hold full legal ownership rights or which is subject to any lien or transfer limitation;
- when acting as a Seller, fail to follow through with Listing opportunity agreed-upon through the Services, unless the Buyer fails to meet the posted terms;
- fail to enter correct location information;
- manipulate the price of any Listing or interfere with other Users' listings;
- manipulate or abuse any program or promotion;
- circumvent or manipulate our fee structure, the billing process, or fees owed to Vizibal;
- post false, inaccurate, misleading, defamatory, or libelous Content (including without limitation any personal information about any individual other than yourself);
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Vizibal, or the interests or property of Vizibal Users;
- copy, modify, or distribute rights or Content from the Services or Vizibal's copyrights and trademarks;
- harvest or otherwise collect information about Users, including email addresses, without their consent; or
- link to outside marketplaces.
Account Registration; Passwords and Security
Upon registration of your account you will be considered a member of Vizibal with user permissions eligible to use Vizibal for permitted activities, including the buying and selling of goods. You are responsible for keeping your account information accurate and current. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all activities that occur under your password or account. We permit only one account per person. You may not share your password with anyone else. You may not provide false registration information or select a user name that infringes third party rights or misleads about your credibility or affiliation. You agree to notify Vizibal immediately on any unauthorized use of your account, username, or password. Vizibal shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Vizibal, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account or password.
When you register with the Service or log in, you can do so directly through the Services by completing the required forms. To the extent we make such features available, you may also register to join Vizibal or you may log into your Vizibal account by using your third party social networking accounts, such as Facebook (each social networking account, a “Third Party Account). You may link your Vizibal account with Third Party Accounts by either: (i) providing your Third Party Account login information to Vizibal through the Services; or (ii) allowing Vizibal to access your Third Party Account in accordance with the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Vizibal and/or grant Vizibal access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Vizibal to pay any fees or making Vizibal subject to any usage limitations imposed by such third party service providers. By granting Vizibal access to any Third Party Accounts, you understand that Vizibal will access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (“Third Party Account Content”) so that it is available on and through the Services via your Vizibal account and your Vizibal account profile page. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts may be available on and through your Vizibal account on the Services and may be visible to other Users. Unless otherwise specified in these Terms, all Third Party Account Content, if any, will be considered to be User Content for all purposesof these Terms. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Vizibal makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Vizibal is not responsible for any Third Party Account Content.
If you wish to disable a connection between your Vizibal account and any of your Third Party Accounts, you may do so by accessing the “Dashboard” section of Vizibal.com.
Fees and Payments; Transactions Policy
Collection of Fees by Vizibal
Although registering for a Vizibal account is free, we may charge costs and fees for the use of the services at the core of the Service. For example, Buyers must pay for the cost of any purchased Listing (the “Proceeds”). Further, Vizibal may charge other fees (the “Fees”), including but not limited to the Vizibal transaction fee charged in connection with each Listing purchase. Each time you use a service that requires payment of a Fee, you have an opportunity to review and accept the charges based on our Fees schedule, as modified by Vizibal from time to time in its sole discretion. Unless otherwise stated, all Fees are quoted in U.S. Dollars. As a prerequisite to participating in any paid Services (whether, as Seller, to be paid Proceeds for Listings purchased through the Services, or whether, as Buyer, to pay for Proceeds and Fees for Items), Users must provide valid financial account information to Vizibal. You are solely responsible for paying all Proceeds and Fees in a timely manner using a valid payment method, and you agree to indemnify and hold Vizibal harmless from and against any claim arising out of your failure to do so.
If your payment method fails or your account is past due, we may collect any owed Proceeds or Fees from you by using other collection methods. These may include, without limitation, charging other payment methods that you have on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting any amounts owed from your account balance, if any. In the event we must initiate and use a collection agency or other agent to collect amounts owed by you to Vizibal, you also agree by using the Services that these Proceeds and Fees may be deducted by Vizibal from your account balance without notice to you. Should legal action be required in order to collect any amounts owed by you for your use of the Service, you agree to reimburse Vizibal for any attorney's fees or costs incurred in connection with any such collection effort.
Cancellations and Fee Refunds
If a Seller cancels a confirmed purchase made through the Service, or if Vizibal cancels a confirmed purchase due to Seller's failure to comply with the Transactions Policy below, (i) Vizibal will reimburse Buyer for any and all Proceeds and Fees paid by Buyer for such purchase within a commercially reasonable time of the cancellation; and (ii) Buyer will receive an email or other communication from Vizibal to confirm the cancelation and refund. In every other case, Proceeds and Fees are final upon payment and are non-refundable.
Procedure for Sales Transactions
As a condition to your use of the Services, you agree to abide by the following procedures and guidelines when engaging in the sale or purchase of any Listing. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. It is important to note that Vizibal's involvement is limited to that of a platform provider facilitating the transactions between a Seller and Buyer, and as such, Vizibal is not, and shall not be deemed to be, the agent of either party for any purpose. The following describes and explains the procedure to be followed in connection with a typical purchase completed via the Service:
- Seller lists a Listing for sale by submitting a Posting to the Service. The Posting should be accurate, complete, and convey in all material respects the nature, quality, and price of the Item, along with any other information reasonably required in order for a Buyer to make an informed purchasing decision with respect to such Item. Vizibal reserves the right to review any Posting and to accept or reject it in its sole discretion. Prior to rejecting a Posting, Vizibal may, but need not, provide the Seller with an opportunity to correct or edit the Posting. Notwithstanding anything to the contrary in any of the foregoing, Seller shall remain solely responsible for the Posting and its contents and for any liability arising therefrom.
- Buyer purchases the Listing. To complete the purchase, Buyer accepts and authorizes Vizibal to charge Buyer's payment method on file for the full amount of any associated Proceeds and Fees.
- Buyer is responsible upon purchase to supply Seller with the necessary material to fulfill the Listing within the time frame stipulated by the Seller. This can be communicated using Vizibal's message system or external through email or some other means. If Buyer does not supply needed material to satisfy the Listing within the timeframe then it is up to the Buyer to work with the Seller to satisfy the terms of the sale.
- Upon receipt and acknowledgement of the satisfaction of the Listing the funds will be released to the Seller unless otherwise pre-arranged, and Vizibal retains any relevant Fees paid by the Buyer.
Once a purchased Listing is satisfied, Buyer has until the end of the Review Period (2 days) to inform Vizibal about any problems associated with the condition of the Listing. While we hope the majority of transactions will go smoothly, occasionally an issue may arise where a Listing does not match the description provided by the Seller. An Listing may be rejected by Buyer only if the Listing is demonstrated to be not correctly described, defined to mean for purposes of these Terms any failure of an Listing to conform materially with the description of the Listing provided by Seller in the relevant Posting. Notwithstanding anything to the contrary in these Terms, Buyer shall have until the end of the Review Period, and no longer, to report Misrepresentations to Vizibal. Proceeds will be released by Vizibal to Seller if the Review Period ends without Buyer informing Vizibal of any Misrepresentations, after which the transaction shall be deemed complete. Buyer agrees to waive any and all claims for chargebacks, reimbursements, Misrepresentations, or transaction cancelations once the transaction is complete.
If the Buyer brings a Misrepresentation to Vizibal's attention before the end of the Review Period, and should Vizibal determine, in its sole discretion, that it is a valid Misrepresentation, Vizibal will cancel the transaction and reimburse Buyer for the full amount of any Proceeds and Fees paid for the relevant Listing.
If Vizibal determines in its sole discretion that statements in the Listing reported by Buyer is not a valid Misrepresentation, the transaction will be deemed complete, Vizibal will transfer the Proceeds to Seller's account, and Buyer will not have any further rights to reimbursement for any payments made for the Item. For the avoidance of doubt, should Vizibal determine that Buyer did not report a valid Misrepresentation, Buyer will accept the Listing as is.
Changes to these Terms
We may change the Terms and the Services without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms are effective upon our posting through the Services, and any use of the Services after such revisions have been posted and any opt in consent that you may provide through the Services signifies your consent to the changes.
Disclaimer; Limitation of Liability
Vizibal has no control over and is not responsible for any products or services that may be advertised by its advertising partners through Vizibal or for the content, privacy or security of any third-party websites or applications linked to from the Services. We make no guarantees, nor can we be responsible for any such information, content, products or services, including their currency, safety, quality, copyright compliance or legality, or any resulting loss or damage. Vizibal is also not responsible for User conduct on the site, the condition of Items posted for sale on the Services or the accuracy or completeness of related Postings, failures or interruptions in the Internet, networks or systems, acts or omissions of third parties and other factors beyond its reasonable control. THE SERVICES INCLUDING WITHOUT LIMITATION ANY DELIVERY SERVICES, AS WELL AS ALL INFORMATION AND CONTENT WHICH MAY BE PROVIDED BY VIZIBAL THROUGH THE SERVICES, ARE PROVIDED AS IS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL VIZIBAL OR ITS AFFILATES, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER IN AN ACTION BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICES, OR ANY POSTING OR OTHER COMMUNICATION BY ANY USER OR THIRD PARTY, WHETHER OR NOT MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL VIZIBAL'S TOTAL LIABILITY TO YOU UNDER THESE TERMS EXCEED ONE HUNDRED DOLLARS (USD $100.00) IN THE AGGREGATE FOR ANY AND ALL CLAIMS. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN VIZIBAL AND YOU. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so these provisions may not apply to you to the extent prohibited by law.
Vizibal retains all its rights, title, and interest in and to the Services, and any software or Content of any kind used by Vizibal in providing the Services or featured through the Services, including without limitation photos, text, videos, design elements, and works of authorship. Any rights not expressly granted to you herein are reserved by Vizibal. You acknowledge that the Services and the software used by Vizibal in providing the Services may contain Vizibal's proprietary and confidential information. You agree that except as may be expressly permitted in these Terms or via the Services by Vizibal, you will not copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, reproduce in whole or in part, display (except as necessary to exercise your rights hereunder), sublicense, or transfer the Services, any information contained therein, the Content provided or featured through the Services by Vizibal or other Users, or any software used by in providing the Services, without the prior written permission of Vizibal.
On the condition that you comply with these Terms and satisfy any and all of your applicable payment and other obligations related to the Services, Vizibal grants you a non-exclusive, limited, revocable, non-transferable license to access and use the Services for your personal purposes and solely for the specific commercial purposes permitted among Buyers and Sellers using the Services to buy and sell Listings. You may not resell or grant third-party access to the Services. If you violate the terms of this section, Vizibal may terminate your account without notice. Further, and notwithstanding anything in the foregoing to the contrary, the foregoing license shall not extend to permit your use of the Services to share, without our consent, any personal information about yourself if you are under the age of 18, and any such sharing is expressly prohibited.
If you are a copyright owner or an agent thereof and believe that any third-party content made available by Vizibal infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at those locations; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Vizibal to locate the material; (4) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Vizibal's designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, e-mail: Info@Vizibal.com, or write to the following address: 6231 Autumn View Dr, Harrisburg, PA 17112. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Vizibal customer service. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
Vizibal has a policy of terminating the account of, or denying access or use of the Services to, in its sole and absolute discretion, any User who infringes the copyrights or other intellectual property rights of others. Vizibal reserves the right, in its sole and absolute discretion, to suspend or terminate the account of any User who infringes the intellectual property rights of Vizibal or others, and/or to remove, delete, edit or disable access to such person's User Content. Vizibal shall have no liability for any action taken pursuant to this Section.
Either you or we may terminate these Terms at any time for any reason whatsoever. However, should any open purchase transaction(s) remain between you and any other User at the time you attempt to terminate, these Terms shall continue in effect until such time as all pending transactions have been finalized. The indemnity, limitation of liability, and payment provisions and all other provisions of these Terms that, by their nature, are intended to survive any termination of these Terms, shall do so. If you terminate these Terms, upon the effective date of termination, your license to use the Services provided herein will immediately terminate.
You shall indemnify and hold Vizibal and its affiliates and its and their respective owners, directors, officers, members, employees, and agents harmless from all claims and demands, costs, damages and liabilities (including, without limitation, reasonable attorneys' fees) caused by or resulting from your use of the Services, your business or personal activities, any Content, products, Postings, Items, or services furnished by you, or your breach of these Terms.
Governing Law; Arbitration
THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF PENNSYLVANIA, AND THE FEDERAL LAWS OF THE UNITED STATES, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. ANY DISPUTE BETWEEN YOU AND US, WHETHER OR NOT ARISING OUT OF THESE TERMS OR THE PERFORMANCE THEREOF, SHALL BE DETERMINED BY ONE ARBITRATOR IN BINDING ARBITRATION ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION (“ICDR”) PURSUANT TO ITS INTERNATIONAL ARBITRATION RULES. ANY HEARINGS SHALL BE HELD IN HARRISBURG, PENNSYLVANIA, U.S.A. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH, AND ALL DOCUMENTS SHALL BE SUBMITTED IN ENGLISH. ANY WITNESSES OR PARTIES RESIDING MORE THAN 100 MILES FROM THE SITE OF THE HEARINGS MAY TESTIFY BY TELEPHONE, VIDEO CONFERENCE OR OTHER REAL-TIME AUDIO/VISUAL TELECOMMUNICATIONS MEDIUM. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES, AND MAY BE ENTERED AND ENFORCED IN ANY COURT OR TRIBUNAL OF COMPETENT JURISDICTION. EITHER PARTY MAY APPLY TO THE ARBITRATOR (OR DIRECTLY TO THE ICDR IF THE ARBITRATOR HAS NOT BEEN FORMALLY APPOINTED) FOR EMERGENCY, INTERIM, PROVISIONAL, TEMPORARY OR PERMANENT INJUNCTIVE RELIEF. EITHER PARTY ALSO MAY, WITHOUT WAIVING ANY REMEDY UNDER THESE TERMS, SEEK FROM ANY COURT HAVING JURISDICTION ANY INTERIM OR PROVISIONAL RELIEF THAT IS NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF THAT PARTY, PENDING THE ESTABLISHMENT OF THE ARBITRAL TRIBUNAL, OR PENDING THE ARBITRAL TRIBUNAL'S DETERMINATION OF THE MERITS OF THE CONTROVERSY. IN ANY AWARD, THE ARBITRATOR SHALL HAVE THE RIGHT TO ALTER, AMEND OR DISSOLVE ANY INJUNCTIVE RELIEF PREVIOUSLY GRANTED BY A COURT.
To ask questions about these Terms or about the Services, please contact us at Info@Vizibal.com.