Date last modified: July 25, 2013
(a) “Content” means and any and all information, text, graphics, photos or other materials uploaded, downloaded, or appearing on the Services.
(b) ” Freemium Services ” means those of our Services which do not require the payment of fees for use thereof as set forth at [URL].
(c) “Platform” means the platform for uploading, viewing, and modifying User Content provided by us to our Users through the Website.
(d) ” Premium Services ” means those of our Services which require the payment of fees for use thereof as set forth at [URL].
(e) “Third Party Add-Ons” means Content appearing on the Services, including, but not limited to pictures, fonts, or graphical items, which is subject to proprietary rights of third-parties.
(f) “TruVISIBILITY”, “we”, “us” or similar terms means TruVISIBILITY LLC, a Florida limited liability company.
(g) “User”, “you”, “your” or similar terms mean the person or legal entity utilizing or accessing the Services.
(h) ” User Content ” means and any and all information, text, graphics, photos or other materials uploaded to the Platform or created using the Service by a User.
(i) “Website” means our website located at https://truvisibility.com/ .
2. TruVISIBILITY SERVICES
(a) Eligibility. You must be at least 13 years of age to open an account with us. Your TruVISIBILITY account may be deleted and your use of the Services may be terminated without warning, if we believe that you are less than 13 years of age. In addition, minors are not allowed to purchase Premium Services. Accordingly, by purchasing Premium Services you declare and represent that you are at least 18 years of age and that you have full legal capacity to complete such contractual action without need for any additional approvals or consents.
(b) Services. TruVISIBILITY Services consist of (i) an easy-to-use website builder, ideal for small businesses, and (ii) a suite of marketing tools designed to improve the visibility and reach of the website developed using our site builder , offered as Freemium and Premium Service packages.
(c) Right to Use Services. TruVISIBILITY hereby grants you permission to use the Services and the Platform solely as set forth in this Agreement and in the manner set forth on the Website. In the event of any conflict between the terms of this Agreement and the Website, the terms of this Agreement shall prevail. Any use of the Platform other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion.
(d) Right to Terminate Use of Services. We reserve the right to suspend or terminate the account of any User at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion, provided, however, that with respect to Users of Premium Services only, such Users will be given thirty (30) days after notice of suspension or termination of their account to back-up their User Content for porting to another platform before their User Content will be removed entirely from our servers.
(e) Intellectual Property Rights.
(i) All Rights Reserved. We retain title to and ownership of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Services, the Website, the Platform, and the Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by this Agreement. All rights not expressly granted to you are reserved to us.
(ii) Do Not Reproduce. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the Platform for any purpose. You agree not to circumvent, disable or otherwise interfere with security related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or any of the Content therein.
(f) Prohibited Uses. You are expressly prohibited from using the Services or the Platform in any of the following ways or for any of the following purposes:
(i) No Illegal Purpose. You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in the United States or applicable to you.
(ii) No Tampering . You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. You will not upload or transmit viruses, worms or any other destructive code. The restriction in this Section 2(d)(ii) applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
(iii) Permission Required. You may not, without TruVISIBILITY’s prior written permission (A) copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (B) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (C) make derivative works of the Services; or (D) modify another website so as to falsely imply that it is associated with the Services, TruVISIBILITY or any other TruVISIBILITY products or services.
(iv) Copyright Infringement. TruVISIBILITY does not permit copyright infringing activities and infringement of intellectual property rights on the Platform . If you believe that your work has been copied in a way that infringes your copyright, please submit a DCMA takedown notice to us at email@example.com. and provide all relevant details, including the exact location of the material claimed to be infringing your rights, reasonable evidence of such pleaded rights, and any other information as may be required.
(g) Backup and Storage. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information or User Content for improper purposes. By using the Services, you acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
(h) Feedback. We welcome your feedback or suggestions regarding the Website and the Platform. If you give us feedback or suggestions, you agree that you assign to us all rights to such feedback or suggestions and that we can use such feedback or suggestions in any manner we deem appropriate.
(i) Customer Support. To get in touch with a member of our Customer Support team – please send a message to firstname.lastname@example.org.
3. YOUR TruVISIBILITY ACCOUNT
In order to access the Services, you will have to create an account on the Website and become a registered User. Unauthorized use of someone else’s account is expressly prohibited hereunder. The following terms apply to your TruVISIBILITY account:
(a) User Responsibilities. You are solely responsible for the activity that occurs on your account, including your conduct on the Platform and any and all content you may submit, post or share via the Platform.
(b) User Content.
(i) Ownership of User Content. You represent and warrant that you have the right, power, and authority to post your User Content and to grant the license specified below. You further represent and warrant that by posting such User Content, you will not violate third party rights of any kind. To the extent that your User Content may be copyrightable, your represent and warrant, that you are the owner of all copyright rights to such User Content and that TruVISIBILITY may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
(ii) License to TruVISIBILITY. You maintain all your ownership rights in any User Content you submit to TruVISIBILITY. You grant TruVISIBILITY a royalty-free, sub-licensable, transferable, perpetual, irrevocable, worldwide license to use such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, in connection with the Website, the Platform, and the Services, including without limitation for promoting the Website, the Platform and the Services in any media formats and through any media channels.
(iii) [Advertising. We may publicly display advertisements and other information adjacent to your User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising is subject to change without specific notice to you.]
(iv) Removal of User Content. We reserve the right to review any User Content and decide, in our sole discretion, whether User Content is appropriate and complies with this Agreement. We may remove any User Content and/or terminate a User’s access for uploading User Content at any time without prior notice and in our sole discretion.
(c) Security. You are responsible for maintaining the security of your account and content, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with the Platform. You agree to immediately notify TruVISIBILITY in writing of any unauthorized uses of your account or any other breaches of security. TruVISIBILITY cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
(d) Your Representations to Us. By using the Services, you represent and warrant that (i) all registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 13 years of age or older; and (iv) your use of the Services does not violate any applicable law or regulation.
(e) Promotional Materials. When registering an account with us, you may expressly agree to receive promotional content from TruVISIBILITY, by mail or email, from time to time. You will also be given an option to opt out of receiving our promotional materials. If you wish to change your election with respect to promotional materials, you may do so on the Website at any time.
4. PREMIUM SERVICES – FEES AND PAYMENT
(a) Fees. By signing up for Premium Services, you agree to pay all applicable fees, as described on the Website in connection with the Premium Services selected by you. You authorize TruVISIBILITY directly or through third parties, to make any inquiries we consider necessary to validate your account and financial information that you provide while signing up for Premium Services. Fees are charged in advance for the subscription term of each Premium Service.
(b) Automatic Renewal. Your Premium Services subscription will automatically renew at the expiration of the subscription term for a subsequent term of equal duration, and your credit card will be charged the amount of the applicable subscription fee on the commencement date of such renewal term. You hereby expressly give us consent to charge your credit card such renewal fee. If you don’t wish for your subscription to automatically renew, you must notify us prior to the expiration of the existing term that you wish to discontinue the Premium Services.
(c) Payment Declined. If we are unable to collect payment using the payment method you indicated, your Premium Services will be discontinued effective immediately. Your access to Premium Services will not resume until we receive payment for the Premium Services subscription term.
(d) Cancellation; No Refund or Proration of Fees. Premium Services are provided on a prepaid basis. The fees for the Services are non-refundable. Users may discontinue their use of any Premium Services at any time by downgrading their account on the Website in accordance with instructions posted therein. The date and time of any cancellation of Premium Services shall be the date and time on which the User completes the cancellation process on the Website. We shall not be required to prorate or reimburse fees to Users who terminate Premium Services prior to expiration of the subscription term therefor.
(e) Prices Subject to Change. We expressly reserve the right to change or modify our prices and fees at any time, including, without limitation, making any Freemium Services available only as Premium Services. We will notify registered Users by e-mail at the address on file with us and/or post a notice of the changes or modifications on the Website. Such changes or modifications shall be effective as of the time set forth in the notice thereof.
5. THIRD PARTIES
(a) Third Party Service Providers. You acknowledge that the Services allow you to access and use content and services offered by third party service providers (e.g., Twitter, Facebook, PayPal). You agree to comply with the relevant terms and conditions of any such third party service provider.
(b) Links to Third Party Sites. The Website may include links to other websites. We do not control or endorse any third party site. You agree that we are not responsible for the availability or contents of any such third party sites. Your use of third party sites is at your own risk.
(c) Third Party Add-Ons. TruVISIBILITY may provide on the Platform certain Third Party Add-Ons. Your ability to use Third Party Add-Ons as part of the Services and to create your own User Content using such Third Party Add-Ons shall be subject to any special rights reserved by such third parties with respect to such Third Party Add-Ons. All restrictions on Third Party Add-Ons available for purchase, download or use through the Service will be clearly marked on the Website.
6. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
(a) Disclaimer. Except where prohibited by law, the Services, the Platform and the Website are provided “as-is” and “as available” and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Services, the Platform or the Website (i) will meet your requirements; (ii) will be available on an uninterrupted, timely, secure, or error-free basis; or (iii) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites linked to the Website.
(b) Limitation of Liability. In no event shall TruVISIBILITY, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services, the Platform or the Website. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (i) fifty dollars ($50) or (ii) amounts you have paid to us in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
(c) Third Party Products and Services. TruVISIBILITY does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and TruVISIBILITY will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
(d) Other Jurisdictions. We make no representations that the Services, the Platform or the Website are appropriate or available for use in all locations. Those who access or use the Services, the Platform, or Website from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless TruVISIBILITY and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services, the Platform, and the Website; (b) your violation of any term of this Agreement; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services, the Platform or the Website.
(b) Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TruVISIBILITY without restriction or limitations.
(c) No Personal Jurisdiction . You agree that: (i) the Services shall be deemed solely based in the State of Florida; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over TruVISIBILITY, either specific or general, in jurisdictions other than the State of Florida. This Agreement shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Any claim or dispute between you and TruVISIBILITY that arises in whole or in part from the Services, the Platform, or the Website shall be decided exclusively by a court of competent jurisdiction located in Boca Raton, Florida.
(d) Claims. You agree that any cause of action arising out of or related to the Services, the Platform, or the Website must commence within one (1) year after the cause of action occurs. Otherwise, such cause of action shall be permanently barred.
(e) Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
(f) Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and TruVISIBILITY’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.