Terms and Conditions
Visage is a web-based Service that enables the Subscriber to create visual content of various formats, including but not limited to charts, quotes and statistics, for the purposes of enhanced communication. Some Visage features allow for the use of organization owned content types (“Brand Assets”) including but not limited to fonts, icons, and logo files. Subscribers can save, share, or distribute visual content created in Visage via image files, links, or social media plug-ins.
The following terminology applies to these Terms and Conditions:
“Subscriber,” “Client,” “You,” and “Your” refers to you, the person accessing this website and/or Service and accepting the Visage terms and conditions.
“Visage,” “The Company,” “Licensor,” “Ourselves,” “We,” and “Us“, refers to our company, Visage Software, Inc.
“Party”, “Parties”, or “Us”, refers to both the Subscriber and ourselves, or either the Subscriber or ourselves.
“Services” and “Software” refers to the services and software offered by and through Visage.
“Agreement” refers to the Terms of Service specifically.
“Authorized Agents” refers to any person or persons as so designated by the Subscriber, who are governed by this Agreement the same as any employee of Subscriber.
“Defects” refers to software bugs that prevent registered Subscribers from performing the core functions in which the Service was designed to operate.
“Brand Assets” refers to fonts, icons, logo files, image files, and any other format of visual content that is uploaded for use in Visage and either owned by the Subscriber or licensed by the Subscriber from a third party organization.
“Subscription Tier” refers to the level of Subscriber access to Visage, or the list of bundled features made available to the Subscriber. Selection of a Subscription Tier is required prior to gaining access to the Service.
- Modification of Terms: Visage expressly reserves the right to unilaterally amend or modify the original terms of this Terms of Service and will provide you with notice of such changes via the email address associated with your account. You will have the option to reject or accept such amended or modified terms and such terms will only apply proactively from the date of the new agreement.
- Payments, Taxes, and Refund Policy: In accordance with the relevant Subscription Tier you select, you agree that you will pay for all services and/or products you purchase through our company and we may charge your payment method for any services or products purchased. You are responsible for the timely payment of all fees and for providing Visage with a valid method of payment for all fees.
- Your Account: As a registered Subscriber of the Services, you may establish an account (“Account”). Do not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Visage of any security breach of your Account. Visage shall not be responsible for any losses arising out of the unauthorized use of your Account.
- Content Availability and Uptime: Visage expressly reserves the right to change or modify any content offered through the software without notice. For further information or concerns about changes or modifications to the offered services or eligibility of specific features please contact email@example.com. During the Term of this Agreement, we will use commercially reasonable efforts to make the Software available with an annual uptime percentage of at least 99.9% during any full calendar year. In the event that the we do not provide annual uptime of at least 99.9%, Subscriber will be eligible to receive a percentage credit that is equal to the percentage of time the Software was not available to the Subscriber.
- Usage Rules: As a Subscriber, you shall be granted a limited, non-exclusive, non-transferable right to use the Software for its intended purposes, stated above in the preamble of this Agreement.
- Your Subscription grant is further subject to the limitations set forth below and other applicable provisions of this Agreement.
- Limitations. Your Subscription set forth above herein is subject to the following limitations:
- You shall under no circumstances allow the use or access of the Software, including assignment or sublicensing, to any other person, internal group, external group or entity without obtaining prior express written consent form Visage;
- You have no other rights to the Software. You shall not copy, translate, reverse engineer, decompile, or disassemble the Software or the Source Code for any purpose, including but not limited to, the creation of a derivative work, unless expressly authorized in writing by us;
- You shall not alter or remove any identification of any copyright, trademark or other proprietary rights notice that indicates the ownership of any part of the our Confidential Information;
- You understand and agree that no Subscription or license to the Source Code or object code is granted hereby;
- You understand and agree that the we may develop Modifications to the Software at your request, either pursuant to this Agreement or a separate consulting services agreement. You acknowledge, understand, and agree that any and all Modifications to the Software, whether or not specifically requested or customized for you, shall be subject to the terms of this Agreement and the specific terms of the Subscription Tier. Visage, at all times, shall own all right, title, and interest in and to the Modifications;
- You understand and agree that this Service is solely for use by the individuals specifically authorized and designated via Subscription during the sign-up process provided by Visage.
- User-Submitted Content: The Visage service includes features which allow you to regularly submit content, including but not limited to, data, text copy, fonts, photography, logo files, and other image files. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct. You also agree that you have obtained all necessary rights and licenses to upload and use said content. You agree to provide accurate and complete information in connection with your submission of any materials on Visage. You understand and agree that material created and published by you using the Service may be visible to those that have the link or unique web address associated with the published work. You hereby grant Visage a worldwide, royalty-free, nonexclusive license to use such materials as part of the Visage Software and Services, and in relation to any Visage assets specific to your Account.
- Visage has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Visage Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Visage in its sole discretion deems appropriate, including, without limitation, termination of Subscription.
- Intellectual Property and Copyrighted Material: You agree that the Visage Services and Software, including but not limited to Visage products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software code used to implement the Visage Service, contains proprietary information and material that is owned by Visage and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Visage Service in compliance with this Agreement. No portion of Visage may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, or create derivative works based on Visage in any manner, and you shall not exploit Visage in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
- Limited Software Warranty: We represent and warrant that this Software shall be materially free of Defects and shall perform substantially in accordance with its specifications. We shall use commercially reasonable efforts, during normal business hours, to correct Defects or errors in the software reported in writing to us by you, that are reproducible and verifiable by us. This limited warranty shall not apply to errors or defects caused by uses of the software that are not in accordance with the specifications. In the event that you notify us of an error or defect in the software, your sole remedy will be a correction to such error or defect or, in our sole discretion, a refund of a portion of the Subscription fees applicable to the portion of the software that is defective.
- Disclaimer of Warranties: EXCEPT AS SET FORTH IN SECTION 9 HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET THE SUBSCRIBER’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- Limitation of Liabilities: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE SHALL NOT HAVE ANY LIABILITY TO THE SUBSCRIBER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR STRICT LIABILITY, OR CLAIMS ARISING FROM THE TERMINATION OR EXPIRATION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Maximum Liability: Our total liability to Subscriber from any and all causes and under all provisions of this Agreement, including but not limited to the indemnification provisions herein shall be limited to the total value of the Subscription fees paid hereunder during the most recent term. The existence of more than one (1) claim shall not enlarge or extend the limit described in the preceding sentence.
- Indemnification: You hereby agree, at your expense, to indemnify, defend and hold harmless Visage, its licensors, and their respective directors, officers, employees and agents from and against all demands, liabilities, losses, claims and expenses, including attorney’s fees, arising out of (i) your use of the Service, (ii) third party claims, actions or allegations of infringement based on information, data or content you submitted in connection with the Service, (iii) any fraud or manipulation, or other breach of this Agreement, by you, or (iv) third party claims, actions or allegations brought against us arising out of your use of the Service or the site. Visage reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
- Term and Termination: Unless otherwise specified, the term of the Subscription granted herein for the Service shall commence per the date and time you choose a Subscription Tier and begin using the Service, and may be terminated as set forth herein. Either party may terminate this Agreement if there is a material breach of this Agreement. If such a situation occurs, you shall be obligated to pay any fees accrued prior to the date of termination. Upon termination of this Agreement, all Subscriptions, and any other rights and services provided by Visage to you in this Agreement, shall cease immediately. We also may permanently or temporarily terminate, suspend, or otherwise refuse to permit your use of the Service upon reasonable prior notice without incurring liability as a result thereof, if in our sole determination, you violate, or are reasonably likely to violate, this Agreement, including without limitation, by your nonpayment of fees. Termination of this Agreement, any Subscription granted hereunder, or your access to the Site, shall not limit us from pursuing other remedies available to us, including but not limited to injunctive relief.
- Headings: Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.
- Publicity: If you are paying for access to the Service with company resources through a paid Subscription Tier, you hereby consent to the inclusion of your company’s name and trademarks or service marks in customer lists that may be published as part of Visage’s marketing and promotional efforts.
- Survival: Upon any expiration or termination of this Agreement, the following Sections of this Agreement shall survive: Sections 2 through 15.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions. You expressly agree to the jurisdiction for any claim or dispute with Visage or relating in any way to your use of the Visage software resides in the courts of the State of California. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COUNTERCLAIMS REGARDING SUCH DISPUTES, CLAIMS RELATED TO THE PARTIES NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE WAIVER IN THE PRECEDING SENTENCE APPLIES REGARDLESS OF THE TYPE OF DISPUTE WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY.
- No Waiver: Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by and Authorized Representative and (ii) in an explicit written waiver. No waiver of breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
- Severability: To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
- Notices: Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Visage to firstname.lastname@example.org; or if to you, to the email or physical address associated with your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by email without requiring a handwritten signature for such notice to be effective.
- Force Majure: Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
- Entire Agreement: This Agreement constitutes the entire agreement between you and Visage and governs your use of the Visage software and services, superseding any prior agreements between you and Visage.