Last Updated: March 29, 2022
By accessing or using the any Visible Figures website with an authorized link to the Terms (“Site”), installing or using our mobile application(s) (“App”), signing up for a membership with Visible Figures (the “Membership”), accessing or using any content, information, services, features or resources available or enabled via the Site or App (collectively with the Site, App, and Membership, the “Services”), clicking on a button or taking any other action to signify your acceptance of the Terms, or completing our account registration process, you: (1) agree to be bound by the Terms; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Visible Figures; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. The term “You” refers to the individual or legal entity, as applicable, identified as the end user when you registered through the Site or App. Except as otherwise provided herein, if you do not agree to be bound by the Terms, you may not access or use the Services.
SECTION 15 OF THE TERMS IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Visible Figures (“Supplemental Terms”) which are incorporated by reference into the Terms. To the extent there is any conflict between the Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, if you are a User who has agreed to the Membership Agreement with Visible Figures (“Membership Agreement”), the terms of that Membership Agreement will control and supersede the Terms with respect to the subject matter of such Membership Agreement.The Terms and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY VISIBLE FIGURES IN ITS SOLE DISCRETION AT ANY TIME.When changes are made, Visible Figures will make a new copy of the Terms available on the Site or App, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or App.We will also update the “Last Updated” date at the top of the Terms.If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2) or another manner through the Services (which may include posting an announcement on our Site or App). Visible Figures may require you to provide consent to the updated Agreement in a specified manner before further use of the App, Site and/or the Services are permitted.If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site, App and/or the Services.Otherwise, your continued use of the Site, App and/or Services constitutes your acceptance of such change(s).PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
1. Description of Services. Visible Figures offers a variety of Services, including, but not limited to, its Membership, business development advisory for Members (the “Advisory Services”) and other services associated with Membership (“Membership Add-Ons”).
1.1 Membership. To apply for a Membership, please visit visiblefigures.com. Once your application is approved, in Visible Figures’ sole discretion, the Membership Agreement will govern the terms and conditions of your Membership.
1.2 Business Development Advisory. The Services also include an opportunity for Members to connect with our advisory council (each, a “Advisor” and collectively, the “Advisors”) seeking to provide the Advisory Services. Any Advisory Services may be subject to additional fees, and you agree to pay for such fees in accordance with the payment terms set forth herein.
(a) PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF USERS AND ADVISORS THROUGH THE SITE OR APP, BUT YOU AGREE THAT VISIBLE FIGURES HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY ADVISOR EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT. ANY ADVISORING SERVICES ARE PROVIDED BY ADVISORS AND NOT BY VISIBLE FIGURES, AND USERS ACCEPT ADVISORING SERVICES AT A USER’S OWN RISK.
(b) ADVISORS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS OR JOINT VENTURERS OF VISIBLE FIGURES. VISIBLE FIGURES DOES NOT PERFORM THE ADVISORING SERVICES AND USERS HEREBY ACKNOWLEDGE THAT VISIBLE FIGURES DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR ADVISORING SERVICES BUT MAY MONITOR AND FACILITATE ADVISORING SERVICES THROUGH THE SITE, SERVICES OR APP.
1.3 Membership Add-Ons. From time to time, Visible Figures may offer Membership Add-Ons in connection with the Services. Additional terms may be provided in connection with participation in the Membership Add-Ons. Please contact email@example.com if you have any questions regarding any purchase of, or participation in, any Membership Add-Ons.
1.4 Eligibility Requirements. In order to access the Services, you must: (a) be at least eighteen (18) years old; (b) of legal age to form a binding contract or that you have reviewed the Agreement with your parent or legal guardian and he or she agrees to the Agreement on your behalf; and (c) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. By using the Services, you represent and warrant that you meet all of the eligibility requirements set forth in this Section and the Agreement. We may still refuse to let certain people access or use of the Services, and we may change our eligibility criteria at any time, in our sole discretion.
2. REGISTRATION. When registering an account for the Services (“Account”) or submitting an application for Membership, you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Visible Figures immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Visible Figures reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Visible Figures. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU.
3. OWNERSHIP OF AND LICENSE TO USE SERVICES.
3.1 Use of the Services.Visible Figures and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to the Agreement, Visible Figures grants you a limited, non-transferable license to use the Services solely for your personal non-commercial purposes. Visible Figures, its suppliers, and its service providers reserve all rights not granted in this Agreement.
3.2 App License. Subject to your compliance with the Agreement, Visible Figures grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
3.3 Trademarks. Visible Figures’ stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Visible Figures and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
4. USER CONTENT.
4.1 Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that that User makes available through the Services (“User Content”). Visible Figures has no obligation to pre-screen any content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, Visible Figures reserves the right in its sole discretion to pre-screen, refuse, or remove any content. Visible Figures shall have the right to remove any content that violates this Agreement or is otherwise objectionable.
4.2 Ownership of Your Content. Visible Figures does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant Visible Figures the license set forth in Section 4.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services.
4.3 License to Your Content. Subject to any applicable Account settings, you grant Visible Figures a right to copy, use, and display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.
4.4 User Submissions. During your use of the Services, you may submit text responses, chats, comments, suggestions and other information (collectively, the "Submissions") to the Site, whether or not requested to do so by Visible Figures. You shall be deemed to have granted Visible Figures a worldwide, perpetual, royalty-free, non-exclusive, transferable, sub-licensable, license to cache, copy, distribute, transmit, publicly display, reproduce or otherwise use or exploit the Submissions on the Services and in other media, digital or analog, now known or hereafter developed throughout the universe including, without limitation, the internet, mobile devices, and in advertising or promotion, print or otherwise. For the avoidance of doubt, by submitting your Submission you understand and agree that any Submission may become publicly viewable on the Services or elsewhere. Visible Figures shall have no obligation to pay you any compensation for your Submissions. Visible Figures is under no obligation to post or use any Submission you may provide. Visible Figures may, in its sole discretion, remove any Submission at any time, with or without notice to you, prior or otherwise. You may request the removal of your Submission for any reason on reasonable written notice to Visible Figures, on receipt of which Visible Figures will take commercially reasonable steps to comply.
Visible Figures does not and cannot review all Submissions and is not responsible for the content or substance thereof. However, Visible Figures reserves the right to delete, move or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights to privacy or publicity, or otherwise unacceptable, provided that Visible Figures shall not be deemed the publisher of any Submission by virtue of its right to control said Submission. Any views and opinions expressed in a Submission reflect the author's point of view and are not necessarily those of Visible Figures or its affiliated entities.
4.5 Other Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You agree to abide by our Terms of Engagement, and you shall not (and shall not permit any third party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Visible Figures’ prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Visible Figures; or (vi) discloses any personal or confidential information about another person without the express written consent of such person.
5. RESTRICTIONS ON USE OF THE SERVICES.
5.1 Acceptable Use. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services;(b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Visible Figures’ name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement.Visible Figures reserves all rights not granted in this Agreement.Any unauthorized use of Services terminates the licenses granted by Visible Figures pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Visible Figures under law, equity, statute, or otherwise.
5.2 User Rules. Any features and/or services provided on the Services by Visible Figures, including, but not limited to, user comments, instant messaging, and e-mail functions, are subject to this Agreement, the Membership Agreement and any other guidelines published or modified by Visible Figures from time to time (collectively, the "Rules"). You agree to follow our Community Guidelines, and you understand that a breach of either of the Community Guidelines will result in a violation of these Terms. Notwithstanding anything to the contrary in the Rules, in the event that Visible Figures determines, in its sole discretion, that you have violated the Rules, or that any part of your Submission violates the Rules, Visible Figures will have the right to immediately remove such Submission, in whole or in part, and to temporarily suspend your Account and access to the Services, with or without notice to you, prior or otherwise. In the event that Visible Figures, determines that your first violation was particularly offensive, Visible Figures will have the right to immediately and permanently terminate your Account and access to the Services, with or without notice to you, prior or otherwise. Any user may report abuse by sending an email to firstname.lastname@example.org.
6. FEEDBACK.You agree that your submission of any ideas, suggestions, documents, and/or proposals to Visible Figures (“Feedback”) is at your own risk and that Visible Figures has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.You represent and warrant that you have all rights necessary to submit the Feedback.You hereby grant to Visible Figures a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
7. THIRD-PARTY SERVICES.
7.1 Third-Party Websites, Apps and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”).When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under the control of Visible Figures.Visible Figures is not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads.Visible Figures provides these Third-Party Websites, Third-Party Apps and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith.You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern.You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.2 App Stores.You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”).You acknowledge that the Agreement is between you and Visible Figures and not with the App Store.Visible Figures, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access.You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App.You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
7.4 Additional Terms for Apple Apps.The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Visible Figures only, and not Apple, and (ii) Visible Figures, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Visible Figures and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Visible Figures.
(d) You and Visible Figures acknowledge that, as between Visible Figures and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Visible Figures acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Visible Figures and Apple, Visible Figures, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Visible Figures acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
8.1 Payment Terms for Membership. Please refer to your Membership Agreement for information on any membership fees.
8.2 Payment Terms for Other Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.You must provide Visible Figures with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”).Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not to the Terms to determine your rights and liabilities.By providing Visible Figures with your credit card number and associated payment information, you agree that Visible Figures is authorized to immediately invoice your Account for all fees and charges due and payable to Visible Figures hereunder and that no additional notice or consent is required.You agree to immediately notify Visible Figures of any change in your billing address or the credit card used for payment hereunder.Visible Figures reserves the right at any time to change its prices and billing methods, either immediately upon posting on Services or by e-mail delivery to you.
8.3 Refund Policy for Services. All payments made through the Services are final, and Visible Figures will not issue any refunds.
9. INDEMNIFICATION.You agree to indemnify and hold the Visible Figures, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, and agents and its licensors and suppliers (“Visible Figures Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations.Visible Figures reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Visible Figures in asserting any available defenses.You agree that the provisions in this Section will survive any termination of the Agreement or your access to Services.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, OR ATTENDANCE AT ANY VISIBLE FIGURES MEMBER ORGANIZED EVENT IS AT YOUR SOLE RISK, AND THE SERVICES, THE CHEF SERVICES, AND ANY VISIBLE FIGURES MEMBER ORGANIZED EVENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. VISIBLE FIGURES PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
(a) VISIBLE FIGURES PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.VISIBLE FIGURES MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. LIMITATION OF LIABILITY.
11.1 No Liability for Conduct of Third Parties.YOU ACKNOWLEDGE AND AGREE THAT VISIBLE FIGURES PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD VISIBLE FIGURES PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11.2 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VISIBLE FIGURES PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT VISIBLE FIGURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE VISIBLE FIGURES PARTIES ARE LIABLE TO YOU EXCEED $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
11.4 User Content and Settings. The Visible Figures Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
11.5 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Visible Figures and you.
12. Procedure for Making Claims of Copyright Infringement.If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) 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.Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Visible Figures, 1434 Duke St, Alexandria, VA 22314
13. TERMINATION. At its sole discretion, Visible Figures may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Visible Figures reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, the Agreement will remain enforceable against you and unpaid amounts you owe to Visible Figures for any purchases will remain due.
14. INTERNATIONAL USERS.Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Visible Figures intends to announce or promote the availability of such services or content in your country.Services are controlled and offered by Visible Figures from its facilities in the United States of America. Visible Figures makes no representations that Services are appropriate or available for use in other locations.Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
15. DISPUTE RESOLUTION.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Visible Figures and limits the manner in which you can seek relief from us.
15.1 Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services or the Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Visible Figures may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of the Terms or any prior version of the Terms.
15.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Visible Figures will pay them for you.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
15.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Visible Figures. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
15.4 Waiver of Jury Trial. YOU AND VISIBLE FIGURES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Visible Figures are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 15.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in New York in accordance with Section 16.4.All other claims shall be arbitrated.
15.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Visible Figures, 1434 Duke St, Alexandria, VA 22314 or e-mail email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
15.7 Severability. Except as provided in Section 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
15.8 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Visible Figures.
15.9 Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Visible Figures makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Visible Figures at the following address: Visible Figures, 1434 Duke St, Alexandria, VA 22314.
16. GENERAL PROVISIONS.
16.1 Electronic Communications.The communications between you and Visible Figures use electronic means, whether you visit Services or send Visible Figures e-mails, or whether Visible Figures posts notices on Services or communicates with you via e-mail.For contractual purposes, you (1) consent to receive communications from Visible Figures in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to the Agreement that Visible Figures provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.The foregoing does not affect your statutory rights.
16.2 Assignment.The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Visible Figures’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure.Visible Figures shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.4 Exclusive Venue.To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Visible Figures agree that all claims and disputes arising out of or relating to the Agreement or the Services will be litigated exclusively in the state or federal courts in New York, New York.
16.5 Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
16.6 Notice.Where Visible Figures requires that you provide an e-mail address, you are responsible for providing Visible Figures with your most current e-mail address.In the event that the last e-mail address you provided to Visible Figures is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Visible Figures’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice.You may give notice to Visible Figures at the following address: Visible Figures, 1434 Duke St, Alexandria, VA 22314.Such notice shall be deemed given when received by Visible Figures by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.7 Questions, Complaints, Claims.If you have any questions, complaints or claims with respect to the Services, please contact us at: Visible Figures, 1434 Duke St, Alexandria, VA 22314 or e-mail firstname.lastname@example.org. We will do our best to address your concerns.If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.8 Waiver.Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.9 Severability.Subject to Section 15.7, if any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.10 Export Control.You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
16.12 Entire Agreement.The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.