Terms of Use

Introduction 

Thank you for visiting Visbl.com, which is owned and operated by Visbl, Inc., a Delaware corporation (“Visbl” or “we” or “us”).  Please carefully read these Terms of Use (“Terms” or “Agreement”) and our Privacy Policy, which is incorporated into these Terms by this reference.  These Terms apply to Visbl’s technology platform available at www.visbl.com accessed through the website online or using a mobile application (the “Technology Platform”).   

These Terms apply to the Technology Platform services provided by us through the Platform, which are intentionally limited to match-making and evaluation tools to enable Visitors and Shoppers to quickly evaluate certain financial aspects of available mortgage loans and related offers based on information supplied by Lenders, Loan Specialists and Vendors (the “Evaluation Services”).   

The Evaluation Services are generated by and through Visbl’s proprietary calculator (comparison-shopping engine) that allows real-time manipulation of certain financial aspects with regard to available mortgage loans and related offers in order to help Visitors and Shoppers make more informed decisions when selecting a mortgage. 

The Technology Platform and Evaluation Services are collectively referred to as the “Platform”.     

Visbl is an interactive computer service only.  The Platform and Evaluation Services work together to create a comparison-shopping engine only.  Visbl is not a mortgage broker, lender, loan officer or loan originator.  Visbl does not take mortgage applications, originate, service, make loans or credit decisions in connection with loans.  Visbl does not endorse any Lender, Loan Specialist or Vendor.  Visbl does not make any recommendations for Shopper decisions.  Any results from the Platform (the comparison-shopping engine) are for informational purposes only and are not intended as an offer or guarantee to lend.  

Certain Definitions 

The term “User” means a Visitor, Shopper, Lender, Loan Specialist or Vendor (including without limitation an individual using the Platform on behalf of a User that is an entity, such as a corporation or limited liability company).   

The term “Visitor” means a person or entity using the Platform that has not completed a profile on the Platform. 

The term “Shopper” means a person or entity using the Platform that has completed a profile on the Platform. 

The term “Lender” means a bank, financial institution or other entity using the Platform that has provided information with regard to certain aspects of mortgage loans and related offers it stands ready to offer to a Shopper.  

The term “Loan Specialist” means a representative of a Lender using the Platform that has provided information with regard to certain aspects of mortgage loans and related offers it stands ready to offer to a Shopper. 

The term “Vendor” means any provider of ancillary services related to the loan proposal and closing processes, such as (for example) an appraiser, surveyor, title company, escrow agent or courier, using the Platform. 

Applicability of Terms 

These Terms shall apply to all Users.  By using the Platform, a User is deemed to agree to these Terms.    

IF YOU (THE PERSON READING THIS) ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE PLATFORM. 

No joint venture, partnership, employment, or agency relationship exists between any User and Visbl as a result of this Agreement or use the Platform. 

Arbitration Notice 

PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES USERS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH VISBL AND LIMITS THE MANNER IN WHICH USERS CAN SEEK RELIEF FROM US. 

Assumption of Risk 

THE INFORMATION ANY USER ADDS TO OR TAKES FROM THE PLATFORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.  WE CANNOT AND DO NOT GUARANTEE ANY TYPE OF SPECIFIC RESULTS OR OUTCOMES FOR ANY USER, WITHOUT EXCEPTION.  THERE ARE RISKS ASSOCIATED WITH LENDING, LOANS AND MORTGAGES.   

NOTHING HEREIN SHOULD BE INTERPRETED AS A SOLICITATION OR ENCOURAGEMENT TO TAKE ACTION OR CONSTRUED AS A RECOMMENDATION TO ENGAGE IN ANY STRATEGY OR TRANSACTION.  EACH SHOPPER SHOULD CONSULT ITS OWN MORTGAGE, LEGAL, TAX AND/OR SIMILAR PROFESSIONALS BEFORE TAKING ANY ACTION OR ENGAGING IN ANY TRANSACTION BASED ON THE EVALUATION SERVICES.  

Ownership of Intellectual Property 

Unless otherwise noted, the intellectual property rights related to the Platform are, and shall remain, the sole property of Visbl and its licensors.  Each User must use the Platform in accordance with all applicable laws and regulations.  

Adult Use Only 

The Platform is not intended for the use of persons under age 18, and no such person is authorized to do so.  Each individual User, and each person acting on behalf of an entity User, represents that he/she is at least 18 years old and has capacity to enter into legal agreements.  

Modifications and Additional Terms 

Visbl reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time.  If we make material changes to these Terms we will make changes to the Platform in real-time and post a notice on our home page.  The date of the last update of these Terms is indicated at the top of these Terms.  Each User’s continued use of the Platform following the posting of changes indicates such User’s agreement to and acceptance of any such changes.  Each User is responsible to monitor any changes to these Terms.   

From time to time, we may provide different or additional terms and conditions in connection with the Platform (“Additional Terms”).  In such cases, such Additional Terms will become part of each User’s agreement with us when made in accordance with the previous paragraph.  In the event of a conflict between the Additional Terms and these Terms, the Additional Terms will control for that conflict unless specified otherwise.  

Visbl reserves the right, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Platform, or any portion thereof, for any reason; (b) to modify or change the Platform, or any portion thereof, and any applicable policies or terms; and (c) to interrupt the operation of the Platform, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes. 

Privacy and Data Security 

Please refer to our Privacy Policy for information on how we collect, use, and disclose information from the Users.  Each User acknowledges and agrees that internet transmissions are never completely private or secure.  EACH USER UNDERSTANDS THAT TRANSMISSIONS TO OR THROUGH THE PLATFORM MAY BE INTERCEPTED BY OTHERS, AND EACH USER ASSUMES THE RISK OF SECURITY BREACHES AND ALL CONSEQUENCES RESULTING FROM THEM.  Each User must safeguard its login credentials.  Each User must let us know immediately if it suspects that its credentials have been compromised.  In addition, each User must practice “common-sense” with regard to data protection and security when using the Platform. 

Content 

Unless otherwise noted, all text, graphics, User interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Platform is owned, controlled and/or licensed by or to Visbl, and is protected by all applicable trade dress, copyright, patent and trademark laws, and various other intellectual property laws and rights. 

Except as expressly provided in these Terms, no part of the Platform, including without limitation any Content, may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Visbl’s express prior written consent. 

Visbl’s name and logo are trademarks or registered trademarks of Visbl.  All other names and logos on the Platform are trademarks or registered trademarks of their respective owners, where applicable.  Reference to any third-party-owned trademarks herein is for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship, or endorsement by any owners of such third-party-owned trademarks.  

User Submissions and Feedback  

Each User acknowledges and agrees that any submission, feedback, comments or suggestions it may provide with regard to the Platform either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by such User in compliance with these Terms.   

Submissions that constitute feedback, comments or suggestions (collectively, “Feedback”) will be the sole and exclusive property of Visbl.  Each User hereby irrevocably assign to us all of its right, title and interest in and to all such Feedback, and Visbl shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner it chooses (or not at all).   With respect to all other Submissions, each User hereby grants Visbl an irrevocable, worldwide, and perpetual license to use such Submissions as part of the Platform, in each case as contemplated in these Terms.   

Use of the Evaluation Services 

In connection with using the Platform, each User agrees that it will not: 

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court; 
  • infringe, misappropriate, or violate Visbl’s or any third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; 
  • post, upload, publish, submit or transmit any material that: (a) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances; 
  • interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; 
  • “scrape,” “crawl” or “spider” any web pages or other services contained as part of the Platform; 
  • display, mirror, or frame the Platform, or any individual element thereof, Visbl’s name, any Visbl trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Visbl’s express written consent; 
  • access, tamper with, or use non-public areas of the Platform, Visbl’s computer systems, or the technical delivery systems of Visbl’s providers; 
  • attempt to probe, scan, or test the vulnerability of any Visbl system or network or breach any security or authentication measures; 
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Visbl or any of Visbl’s providers or any other third-party (including another User) to protect the Platform or any of the content thereon; 
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Platform;  
  • use the Platform from a country sanctioned by the United States government;  
  • use the Platform as part of any effort to compete with us; 
  • use the Platform, including without limitation Content, for any revenue-generating endeavor or commercial enterprise (beyond the match-making objective and intention discussed in these Terms); or 
  • directly or indirectly advocate, encourage, or assist any third-party in doing any of the foregoing. 

Any conduct by a User that in our discretion restricts or inhibits any other User from using or enjoying the Platform is expressly prohibited.  

Shopper Information 

The Platform allows Shoppers to provide, upload and/or store Shopper Information (defined below) through the Platform.  This is offered merely as a convenience to Shoppers to assist them with quickly and efficiently communicating with Lenders and Loan Specialists during the loan selection process.   

The term “Shopper Information” means any of the following: name; address; phone; email; birth date; Social Security Number(s); citizenship; marital status; employer(s); position(s); income; assets; demographic information; copies of driver’s license(s); passport(s); tax returns; W-2’s; 1099’s; recent paystubs; bank statements; retirement account statements; and similar documents.  

Visbl does not and will not copy, review, evaluate or verify the completeness or accuracy of the Shopper Information.  Visbl will not share the Shopper Information with any Lender, Loan Specialist, Vendor or any third-party except as directed by Shopper.    

Shopper hereby authorizes Visbl share Shopper Information with Lenders, Loan Specialists and Vendors as directed by the Shopper.  

Shopper hereby represents and warrants to all other Users that (a) all Shopper Information provided is true and correct in all material respects; and (b) the Shopper Information will not contain any viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technologies.  

Mobile Messaging 

Visbl offers mobile messaging, where, if a User opts-in, it agrees to these Terms and to receive text messages from us.  Participation in mobile messaging is optional and not a condition to use the Platform.  The messages we send to a User may include marketing messages and service-related communications.  Messaging frequency may vary.  Each User must have a wireless device of its own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service.  Not all cellular phone providers carry the necessary service to participate.  Each User must check its phone capabilities for specific text messaging instructions. 

Regardless of the opt-in method each User utilized to participate in mobile messaging, it agrees that these Terms apply to its participation in mobile messaging.  By participating in mobile messaging, each User agrees to receive autodialed or prerecorded marketing mobile messages at the phone number associated with its opt-in. While each User consents to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”).  Message and data rates may apply.  Each User must consult its mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving mobile messages.  Under no circumstances will we be responsible for any messaging or wireless charges incurred by a User or by a person that has access to its wireless device or telephone number. 

SMS/MMS MOBILE MESSAGING OPT-OUT: If a User does not wish to continue to receive mobile messages, please reply STOP to any mobile message from us in order to opt out; such User may receive an additional mobile message confirming its decision to opt out. 

Copyright Policy 

We do not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and will remove any such content if properly notified that such content infringes on another’s intellectual property rights.  If a User is a copyright owner or an agent thereof and believe that any content infringes upon its copyrights, it may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): 

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest; 
  • description of the copyrighted work that such User claim has been infringed; 
  • identification of the URL or other specific location on the Platform where the material that such User’s claim is infringing is located; 
  • such User’s address, telephone number, and email address; 
  • statement by such User that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 
  • statement by such User, made under penalty of perjury, that the above information in its notice is accurate and that it is the copyright owner or authorized to act on the copyright owner’s behalf. 

Any User can contact our Copyright Agent via email at support@visbl.com.  Upon receipt of such notice, we will investigate and remove material if necessary, and such User will be notified of the results of such investigation. 

Third-Party Links 

Certain features of the Platform may contain links to other third-party websites and online services.  If a User chooses to visit a third-party service or an advertiser by clicking a banner ad or other type of advertisement, or click on another third-party link, it will be directed to that third-party’s website or online service.  The fact that we provide a link to a website’s content or present a banner ad or other type of advertisement is not an endorsement, authorization, or representation of our affiliation with that third-party.  Such linked sites are not under Visbl’s control, and Visbl is not responsible for and does not endorse the content of such linked sites, including any information or materials contained on such linked sites.  

Visbl is not responsible for any information or content found on such links, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to any User or any other person or entity for any such links.  Links displayed or made available through the Platform are provided solely as a convenience to the Users.  Each User agrees that any access or use of such links is (a) done entirely at such User’s own risk, and (b) may be subject to applicable terms and conditions set forth therein. 

We may operate social media pages on third-party networks and have social media icons on our website.  Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers.  Social media providers have their own terms of use and privacy policies, and we encourage each User to review those policies whenever it visits their websites or interact with their platforms. 

Licenses Granted 

Each Lender and Loan Specialist, during its use of the Platform, and continuing for a period of two (2) years after the last instance thereof: (a) hereby grants Visbl a non-exclusive, worldwide license and right to (i) access the such Lender’s or Loan Specialist’s information about such Lender’s or Loan Specialists’ mortgages or offers (“Mortgage Information”) via an application programming interface (“API”); and (ii) use, access, display, and reproduce the Mortgage Information to develop, maintain, provide, and support the Platform; and (b) hereby represents and warrants to Visbl and the other Users that (i) all such Mortgage Information is true and correct in all material respects; and (ii) the Mortgage Information will not contain any viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technologies.  

Mortgage and Lending Related Disclosures and Notices 

Visbl is an interactive computer service only.  The Platform and Evaluation Services work together to create a comparison-shopping engine only.  Visbl is not a mortgage broker, lender, loan officer or loan originator.  Visbl does not take mortgage applications, originate, service, make loans or credit decisions in connection with loans.  Visbl does not endorse any Lender, Loan Specialist or Vendor.  Visbl does not make any recommendations for Shopper decisions.  Any results from the Platform (the comparison-shopping engine) are for informational purposes only and are not intended as an offer or guarantee to lend. 

THE PLATFORM DELIVERS ONLY ADMINISTRATIVE FUNCTIONS TO ENABLE COMPARISON-SHOPPING FUNCTIONS.  RESULTS FROM THE COMPARISON-SHOPPING ENGINE (INCLUDING WITHOUT LIMITATION INTEREST RATES, FEES, PAYMENTS, APR, ETC.) ARE SUBJECT TO AND WILL CHANGE BASED ON MARKET FACTORS AND LENDER, LOAN SPECIALIST AND VENDOR DATA INCORPORATED INTO THE PLATFORM. 

Any information submitted by the Shopper is required only to facilitate the comparison-shopping engine.  Shoppers will have to complete an application with a Lender or Loan Specialist before an unconditional loan offer from such Lender or Loan Specialist is extended.  Such loan offer may require the Shopper to pay fees and costs.  Visbl is not involved in the terms, costs or fees associated with any loan offer, without exception.   

Each Shopper must rely on his/her own judgment in deciding which available loan product, terms, and Lender or Loan Specialist best suits his/her personal financial requirements.  Visbl does not endorse or recommend the products of any particular Lender or Loan Specialist.   

By using the Platform, each User affirms and acknowledges that: (a) Visbl is not its agent; and (b) Visbl shall not be liable for any damages or costs of any type arising out of, or in any way connected with, his/her/its use of the Platform.   

Lenders or Loan Specialists may make certain disclosures to Visitors or Shoppers at various times during the loan approval and selection process.  These disclosures are required by the Truth in Lending Act (TILA), the Real Estate Settlement Procedures Act (RESPA), and certain other federal and state laws.  In accordance with the foregoing, Visbl is not required to, and shall not, make any such disclosures to Visitors or Shoppers.   

Fees vary by Lender and Service Provider. Fees include Origination Charges, Fees from the Lender’s Partners you can not shop for, and Fees from Third-Party Services you can shop for. Examples of Fees you can shop for include Escrow and Title Fees. A Lender may offer default services for refinances, but you can request services of your choice. For purchases, services such as Title and Escrow are typically chosen by the Seller, Buyer, or Agents prior to opening Escrow. 

 

Not every Lender or Service Provider is on Visbl. 

Indemnification 

Each User agrees to indemnify and hold Visbl, its affiliates, and all of their respective officers, directors, members, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the “Visbl Parties“), harmless from and against any and all losses, liabilities, claims, demands, damages, judgments, investigations, fines, penalties, settlements, interest, expenses (including attorneys’ fees), or other costs (collectively, “Claims”) that directly or indirectly arise from or are related to any claim, suit, action, demand or proceeding made or brought against any of the Visbl Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with:  

(a) its use of the Platform, or its conduct or activities in connection with the Platform;  

(b) its Submissions or Feedback;  

(c) its violation or alleged violation of these Terms or the Additional Terms;  

(d) its violation or alleged violation of any laws, rules, regulations, orders, codes, statutes, or ordinances of any governmental or quasi-governmental authorities in connection with its use of the Platform;  

(e) its conduct in connection with the Platform;  

(f) information or material transmitted through it or through its account or devices, even if not submitted by it, that violates, infringes, or misappropriates the rights of another (including but not limited to intellectual property rights, publicity, or privacy rights); or  

(g) any misrepresentation made by it.  

Each User agrees to promptly notify the Visbl Parties of any third-party Claims, cooperate with the applicable Visbl Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims.  Notwithstanding the foregoing, the Visbl Parties retain the right to assume the exclusive defense and control of any Claims and have the exclusive right to settle such Claims. A User will not settle any Claims without, in each instance, the prior written consent of the relevant Visbl Party.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between a User and Visbl or the other Visbl Parties. 

Disclaimer and Limitation of Liability 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN THE ADDITIONAL TERMS, THE PLATFORM AND ALL TOOLS AND CONTENT OFFERED THROUGH THE PLATFORM ARE PROVIDED “AS IS, AS AVAILABLE”.  ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.  

VISBL WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON OR AS PART OF THE PLATFORM.  WHILE WE STRIVE TO ENSURE ALL CONTENT AND INFORMATION ON THE PLATFORM IS CORRECT, WE DO NOT GUARANTEE THAT SUCH CONTENT AND INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  WHILE VISBL ATTEMPTS TO MAKE EACH USER’S USE OF THE PLATFORM IS SAFE, VISBL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, OR CONTENT, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT EACH USER DISCLOSES ONLINE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE VISBL PARTIES OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.   

EACH USER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD VISBL RESPONSIBLE FOR ANY BREACH OF SECURITY. 

VISBL WILL NOT BE RESPONSIBLE OR LIABLE TO ANY USER OR THIRD-PARTY FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO ANY USER OR THIRD-PARTY FOR, ANY CONTENT, OR CONTENT LINKED TO OR ASSOCIATED WITH YOUR LOANS OR MORTGAGES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED USE OF THE PLATFORM; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM. 

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL THE VISBL PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE VISBL PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ANY OF THE VISBL PARTIES IS FOUND TO BE LIABLE TO ANY USER OR THIRD-PARTY FOR ANY DAMAGES OR LOSSES WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THESE TERMS OR ANY USER’S USE OF THE PLATFORM, THE TOTAL AGGREGATE LIABILITY OF THE VISBL PARTIES FOR ANY AND ALL SUCH CLAIMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE GREATER OF (a) THE AGGREGATE AMOUNT YOU HAVE PAID, IF ANY, TO USE THE PLATFORM OR (b) $100 IF YOU HAVE NOT PAID ANY FEES TO USE OF THE PLATFORM. 

BY USING THE PLATFORM, EACH USER AGREES AND UNDERSTANDS THAT IT MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.  ACCORDINGLY, EACH USER AGREES TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT ITS WAIVER OF SUCH CLAIMS. 

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE FOREGOING PARAGRAPHS APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to a specific User. 

Violation of Terms 

Visbl may, in its sole discretion, without prior notice and to the extent applicable, terminate it’s a User’s use of the Platform or block its future use of the Platform if we determine that it has violated these Terms or other agreements or guidelines which may be associated with its use of the Platform. Each User also agrees that any violation by it of these Terms will cause irreparable harm to Visbl for which monetary damages would be inadequate, and it consents to Visbl obtaining any injunctive or equitable relief that Visbl deems necessary or appropriate in such circumstances.  These remedies are in addition to any other remedies Visbl may have at law or in equity.   

Governing Law 

All matters relating to use of the Platform, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware excluding: (a) its conflicts of law principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods. 

Dispute Resolution 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES EACH USER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH VISBL AND LIMITS THE MANNER IN WHICH IT CAN SEEK RELIEF FROM US.   

Binding Arbitration.  To the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with these Terms and the use of the Platform (collectively, “Disputes”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by these Terms.  There shall be one (or if either party so requests, then by a panel of three arbitrators) appointed in accordance with the AAA Rules, and each User waives its rights to have any and all Disputes resolved in a court; provided, however, that this agreement to arbitrate does not extend to Disputes in which either party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law. The language of the arbitration shall be English.  The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s).   

No Class Arbitrations, Class Actions or Representative Actions.  Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.  There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.  Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.   

Location.  The location of the arbitration shall be in Kent County, Delaware.  

Authority of Arbitrator(s).  As limited by the AAA Rules and these Terms, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator(s) do not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms, or to award punitive damages or any other damages that are not compensatory.  The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.   

Jurisdiction.  To the extent that any lawsuit or court proceeding is permitted under these Terms, to the fullest extent permitted by law each User agrees to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Kent County, Delaware for the purpose of litigating all such disputes.  Each User also waive its rights to a jury trial. The Parties hereto hereby further agree to waive any right to trial by jury in any action in connection with this Agreement, and, if such waiver of jury trial is unenforceable, then the Parties agree to the appointment of a judicial referee pursuant to California Code of Civil Procedure Section 638 et. seq. 

Time Limit for Claims.  Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.  Each User agrees to the admissibility of computer records and electronic evidence in any dispute herein. 

Severability of Dispute Resolution; Arbitration.  In the event the provisions in this Dispute Resolution Section are held invalid or unenforceable, then this Dispute Resolution Section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any Disputes. 

Specific Waiver 

To the extent permissible under applicable laws and regulations, by using the Platform each User waives any legal claims it may have against all other Users based on the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of the information and data supplied by any other User, including without limitation direct, indirect, special, consequential, exemplary, incidental or punitive damages or losses.   

Users Outside of the United States 

Although the Platform is accessible worldwide, not all features, products or services discussed, referenced, provided, or offered through or on the Platform are available to all persons or in all geographic locations, or appropriate or available for use outside the United States.  If a User chooses to use the Platform from outside the United States, it does so on its own initiative and it are solely responsible for complying with applicable local laws. 

Canada: The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only.  Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.   

Miscellaneous 

By using the Platform or sending emails to us, a User is communicating with us electronically. Each User consents to receive communications from us electronically.  We will communicate with Users via email, via text (for multi-factor authentication) or through the Platform.  Each User agrees that all agreements, notices, disclosures, and other communications that we provide to it electronically satisfy any legal requirement that such communications be in writing.  Each User may preserve these Terms in written form by printing it for its records, and it waives any other requirement that these Terms be evidenced by a written document.  

A User may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Platform, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. 

All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions.  These Terms (including the Additional Terms), together with our Privacy Policy and any other legal notices published by Visbl, constitute the entire agreement between a User and Visbl with regard to its use of the Platform.  No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of these Terms. 

Visbl’s failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by Visbl of any provision or any right it has to enforce these Terms.  Any such waiver must be in writing in order to be effective.  These Terms shall not be interpreted or construed to confer any rights or remedies on any third-parties. 

No joint venture, partnership, employment, or agency relationship exists between any User and Visbl as a result of this Agreement or use of the Platform. 

A User may not assign any of such User’s rights under this Agreement, and any such attempt will be null and void.  Visbl may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of Visbl or to another third-party in the event that some or all of the business of Visbl is transferred to such other third-party by way of merger, sale of its assets or otherwise. 

Notice for California Users 

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Evaluation Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. 

Questions and Contact Information 

Please email us at support@visbl.com if you (the person reading this) has any questions about these Terms.