Terms of Service

Welcome to our Terms of Service (the “Terms”). These Terms are between Revolve Marketing Inc., dba Visual Capitalist (“VC”, “us”, “we” or “our”), the owner and operator of the Visual Capitalist website (the “Site”), the Visual Capitalist mobile application (the “App”), and the products and services accessible therefrom (collectively with the Site and the App, the “Services”), and you (“you”, “your” or “user”), an individual or entity, and a user of the Services. These Terms govern your access and use of any of the Services.

These Terms incorporate by reference the Privacy Policy posted by us on our Site (the “Privacy Policy”), the Content Policy posted by us on our Site (the “Content Policy”), and any other policies posted by us on our Site from time to time and expressly referencing these Terms (the “Other Agreements”). Collectively, these Terms, the Privacy Policy, the Content Policy and the Other Agreements are hereinafter referred to as this “Agreement”.

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND VC, AND IS DEEMED ACCEPTED BY YOU UPON YOUR FIRST ACCESS OR USE OF ANY PART OF THE SERVICES, WHETHER OR NOT YOU HAVE REGISTERED ON THE SITE OR THE APP. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SERVICES.

PLEASE NOTE, THIS AGREEMENT CONTAINS DISCLAIMERS, LIMITATIONS OF LIABILITY, A MANDATORY ARBITRATION CLAUSE FOR SETTLEMENT OF DISPUTES, AND A CLASS ACTION WAIVER. THIS AFFECTS YOUR LEGAL RIGHTS.

Use of the Services

(a) General. Subject to the terms and conditions of this Agreement, VC grants you a revocable, limited, non-exclusive, non-transferable and non-sublicensable license to access and use our Services. While VC prohibits conduct and use of the Services that is in violation of this Agreement, you understand and agree that VC is not responsible for the content posted on the Services by you or any third-party (the “User Content”), notwithstanding any pre-screening or monitoring of User Content that may be made by VC at any time and from time to time. VC and its designees have the right (but not the obligation) in their sole discretion to refuse or to remove any such content from the Services. As such, you may be exposed to materials that are in violation of this Agreement. You agree that your use of the Services is at your own risk and liability, and you agree that VC is released of any liability in connection with same. You are solely responsible for all content posted and activity that occurs under your account.

(b) Responsible Use. In accessing or using any part of the Services, you must not:

breach or circumvent any laws or any third-party rights;
use our Services if you are not able to form legally binding contracts (i.e., lacking legal capacity with respect to age, mental capacity or other factor), or are temporarily or indefinitely suspended from using our Services;
use the Services as a part of any unethical, misleading, abusive, defamatory, indecent or illegal purposes;
transfer any user account(s) to another party without our prior written consent;
bully, harass, demean, mock or threaten other users of the Services;
distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;
distribute viruses or any other technologies that may harm the Services;
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose;
interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
infringe the copyright, trademark, patent, publicity, moral, database and/or other intellectual property rights (collectively “Intellectual Property Rights”) that belong to or are licensed to VC;
infringe any Intellectual Property Rights that belong to third parties;
circumvent any technical measures we use to provide the Services or take any action to violate, interfere with, or undermine the security or system integrity of the Services; or
take any action that would damage, harm, or diminish VC’s reputation, goodwill, or public image.

(c) Remedies. Without limiting VC’s rights herein, if VC determines, in our sole discretion, that you are abusing the Services or failing to comply with the terms of this Agreement, we may, without limiting any other available remedies, limit, suspend or terminate your user account(s) and your access to our Services, remove your User Content, remove any special status associated with your user account(s), and take technical and/or legal steps to prevent you from using our Services. You agree that VC has no obligation to monitor, review or remove User Content; however, VC reserves the right to limit or remove User Content on the Services at its sole discretion.

2. User Materials

(a) License. Subject to the Privacy Policy governing our collection and use of personal data, when providing us information and content while using the Services (directly or indirectly) (the “User Materials”), you grant us a non-exclusive, worldwide, royalty-free, fully-paid, sublicensable (through multiple tiers) license to exercise any and all Intellectual Property Rights (as defined above) that you have in the User Materials in connection with our provision of the Services, in any media known now or developed in the future. For certainty, the foregoing license will permit us to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Materials in all media formats and distribution methods used on the Services.

(b) Warranties. You represent and warrant that, for all User Materials you provide, that: (a) you own or otherwise control all necessary rights to do so; and (b) the User Materials do not and will not infringe any Intellectual Property Rights, privacy rights or contractual rights of any third-party. You agree that VC is not liable for any User Materials provided by you or any third-party.

3. Proprietary Rights

Except for the rights and licenses expressly granted in this Agreement, VC does not grant any Intellectual Property Rights under this Agreement, and all such rights, title and interests are hereby retained and reserved. VC is the exclusive owner and provider of the Services. For certainty, this Agreement does not grant you any proprietary interest in the Services or third-party User Content.

4. Fees and Payment Processing

Access and use of certain parts of the Services, and certain features, tools and/or activities, may require payment of a fee (“Service Fees”), and we may use third-party payment processors in order to facilitate Service Fee payments (the “Payment Processors”). VC disclaims any and all liability that may result from your use of the Payment Processor, and VC makes no representation, warranty or guarantee with regards to the Payment Processor or their actions. Your activity on the Payment Processor’s sites or applications is governed by such Payment Processors’ terms and conditions. Any claim and dispute you may have in connection with Service Fees must be solely directed to such applicable Payment Processor, and you hereby release VC and its affiliates, and each of their officers, directors, employees and agents, from any and all claims, actions, demands or losses in connection with same.

5. Third-party Materials

Certain third-party software, links, services and features (collectively, “Third-Party Materials”) may be accessible via the Services by VC’s: (a) licensing of same from third-parties and embedding or including it in the Services; and/or (b) establishment of a link or other connection to the Third-Party Materials within the Services. VC disclaims any and all liability with respect to the Third-Party Materials, and you agree to hold VC harmless with respect to same. Your use of the Third-Party Materials is subject to the terms and conditions set by such third parties, and you agree to comply with such terms and conditions.

6. Disclaimers

(a) Assumption of Risk and Liability. YOU AGREE THAT YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISK AND LIABILITY.

(b) No Warranty. THE SERVICES, INCLUDING ALL USER CONTENT POSTED THEREON, ARE PROVIDED WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES FROM US WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY, ORAL OR OTHERWISE, ARISING UNDER ANY LAW OR OTHERWISE, AND ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FORGOING, THE SERVICES, INCLUDING ALL USER CONTENT POSTED THEREON, ARE PROVIDED BY US WITHOUT IMPLIED OR EXPRESS REPRESENTATIONS, WARRANTIES OR CONDITIONS OF UPTIME, VALIDITY, ACCURACY, MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

VC CANNOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT DEFECT, ERRORS, INTERRUPTION, OR DOWNTIME. BY USING OUR SERVICES, YOU AGREE THAT VC AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES, AND ASSIGNS, ARE NOT LIABLE FOR ANY LOSS, HARM, DAMAGE, COST, OR INJURY SUFFERED (INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) IN CONNECTION WITH YOUR ACCESSING, USING, OR THE INABILITY TO ACCESS OR USE, ANY PART OF THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE THAT VC IS NOT RESPONSIBLE OR LIABLE FOR YOUR ACTIONS OR JUDGMENTS IN CONNECTION WITH SAME.

(c) Release. WITHOUT LIMITING ANYTHING HEREIN, VC AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AFFILIATES AND ASSIGNS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) ARISING OR RESULTING DIRECTLY OR INDIRECTLY FROM THE FOLLOWING, WHETHER OR NOT VC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES:

THE SERVICES, INCLUDING: (A) ANY RELIANCE BY YOU THEREON; OR (B) ANY ERRORS, DELAYS OR DISRUPTIONS IN THE SERVICES;
THE ACTS OR OMISSIONS OF OTHER USERS OF THE SERVICES, INCLUDING ANY THIRD-PARTY USER CONTENT;
ANY DISPUTES BETWEEN YOU AND OTHER USERS OF THE SERVICES;
ALL USER CONTENT, INCLUDING ITS ACCURACY OR VALIDITY;
ALL USER MATERIALS, INCLUDING ITS ACCURACY OR VALIDITY;
ALL THIRD-PARTY MATERIALS, INCLUDING ITS ACCURACY OR VALIDITY;
YOUR ACCESS OR USE, OR YOUR INABILITY TO ACCESS OR USE, ANY PART OF THE SERVICES; OR
ANY ACTS OR OMISSIONS YOU TAKE IN THE COURSE OF YOUR ACCESS OR USE OF ANY PART OF THE SERVICES.

7. Limitation of Liability

IN ANY EVENT, VC’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT WILL NOT EXCEED USD$100.00. FOR CERTAINTY, THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

8. Indemnity

You agree to defend, indemnify, and hold harmless VC and its affiliates, and each of their officers, directors, employees and agents, from and against any and all claims, actions, demands or losses, including reasonable legal and accounting fees, arising from or in any way relating to: (a) your breach of or noncompliance with this Agreement; (b) your access or use of any part of the Services; (c) your User Content and User Materials; and (d) your access and use of all Third-party Materials.

9. Service Modifications

VC reserves the right at any time and from time to time to modify, suspend or terminate, temporarily or permanently, the Services (or any part thereof) with or without notice in our sole discretion. VC will not be liable to you or any third-party for any modification, price change, suspension or termination of the Services.

10. Dispute Resolution

YOU AGREE THAT ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHICH CANNOT BE RESOLVED THROUGH GOOD FAITH NEGOTIATION WILL BE FINALLY SETTLED BY ARBITRATION IN VANCOUVER, BRITISH COLUMBIA UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (THE “RULES”) BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE RULES.

11. Reliance

You understand and agree that VC is making the Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers set forth in this Agreement, and that the same form an essential basis of the contract between you and VC and will apply to the maximum extent permissible under law. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein, together with any other provisions which by their intent or meaning are intended for survival, will survive and continue to apply indefinitely following any termination of your use of the Services, notwithstanding any fundamental breach or breaches of, or the failure of essential purpose of contract, or the failure of any exclusive remedy.

12. Feedback

Any suggestions or comments for improving or modifying the Services that are included in your communications with us (“Feedback”) will be deemed to be non-confidential and non-proprietary to you, and you agree that: (a) VC is therefore not subject to any confidentiality obligations with respect to the Feedback; (b) the Feedback is not confidential or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to us; (c) VC may irrevocably freely use, reproduce, publicize the Feedback; and (d) you are not, nor is any other party, entitled to receive any compensation or reimbursement of any kind from us in relation to the Feedback.

13. General

(a) Entire Agreement. This Agreement, which includes the Privacy Policy, the Content Policy and any Other Agreements, constitute the entire agreement between you and VC with respect to the subject matter contained herein, and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. To the extent of any conflict, the following order of precedence will apply: (i) the Terms; (ii) the Content Policy; (iii) the Privacy Policy; and (iv) the Other Agreements.

(b) Amendments. VC may amend this Agreement (including, for certainty, the Content Policy and the Privacy Policy) without notice at any time and from time to time by posting the amended terms on the Site. You can determine when this Agreement was last revised by referring to the “Last Updated” reference expressly provided above. Your continued access or use of any part of the Services after any amendments constitutes your acceptance of the amended Agreement.

(c) Authority. If you agree to this Agreement on behalf of an entity, you represent and warrant that: (i) you have full legal authority to bind such entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree to the Agreement on behalf of the entity that you represent and any permitted users of such entity. In such event, “you” and “your” will refer and apply to such legal entity.

(d) No Agency; No Employment. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

(e) Force Majeure. Without limitation to anything in this Agreement, VC is not responsible for delays or disruptions to the Services caused by circumstances beyond its control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems, failures of common carriers (including Internet service providers), or denial of service attacks.

(f) Assignment & Enurement. VC may assign this Agreement at any time, with or without notice to you. You may not assign your rights or delegate your duties under this Agreement, either in whole or in part, without VC’s prior written consent in each instance. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.

(g) Non-Waiver. VC’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Waivers by VC will not be effective unless made in writing and signed by an officer of VC.

(h) Severability. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. Upon determination by an arbitrator or court of competent jurisdiction that any provision of this Agreement is invalid or unenforceable, such provision will be enforced to the maximum extent permissible in accordance with its original intent.

(i) Interpretation. This Agreement was written in the English language. If this Agreement is translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”. The contra proferentem rule will not apply to the interpretation of this Agreement. Headings are for convenience of reference only.

(j) Governing Law. This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction, and you agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada. However, the foregoing will not limit VC’s right to enforce this Agreement in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

(k) Trial Waiver. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY, OR COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST VC RELATED TO THE SERVICES AND/OR THIS AGREEMENT.