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Last updated: June 24, 2024
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND VISLA.
SECTION 18 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 18 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
Visla, Inc. (“Visla ,” “we,” “us,” or “our”) provides an AI-powered video creation and communication platform. By using the Visla website/platform and any of the information and services offered through the platform (“Services”), you agree to be bound by this Agreement. The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other Users (collectively “you,” “your,” or “Users”). While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.
By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:
You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Services;
You are 16 or older;
You have the authority to enter into the Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services; and
You will comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.
Access. By entering into this Agreement, you will be granted a revocable license to access the Services without charge. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.
Prohibited Uses. You understand, acknowledge, and agree that any access or use of the Services shall be solely on behalf of you or your organization, and that you have all authorizations and rights necessary to use any portion of the Services on behalf of your organization.
Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties.
Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Services.
By using the Services, you agree that:
You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
You will not use the Services to cause nuisance, annoyance or inconvenience.
You will not violate the publicity or privacy rights of another individual.
The information you provide to us or otherwise communicate with us is accurate.
You will not use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.
You will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
You will not deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.
You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.
You will not impersonate another person or act as another entity without authorization.
Your self-submitted content (“User Content”) does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
Your User Content does not violate any state or federal law, including any law designed to regulate electronic advertising.
Your User Content does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us in our sole discretion.
Your User Content will not contain any material deemed illegal or inappropriate, as determined by us in our sole discretion, and that you or your User Content may be subject to remedial actions if found to violate this Agreement.
The creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party.
You have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms.
You will comply with OpenAI’s acceptable use policies (located at https://openai.com/policies/usage-policies) and Anthropic’s acceptable use policies (located at https://console.anthropic.com/legal/aup) while using the Services.
While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Services, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our Services and expressly disclaim liability for errors and omissions in the contents of our Services. Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.
Visla accepts a variety of payment methods as indicated from time to time on its product pages, including conventional credit and debit cards. Credit and debit card transactions require an acceptable and currently working and continuously valid credit card number or account. User's complete billing address must be provided to process payments. Users agree to the Privacy Policy when providing any necessary personal information for the purposes of processing payment for a Visla purchase or subscription.
Visla provides annual and monthly subscription options for its Services and other services as offered from time to time. Subscriptions may be assessed on a monthly basis for a one-month commitment term or on an annual basis for a one-year commitment term at a discounted rate if paid upfront. Other Services and their respective billing arrangements may be made available to Users at Visla's sole discretion. The subscription fees are calculated from the day upon which User's paid subscription commences.
User hereby authorizes Visla to charge User's payment method, in advance, for the amount of User's regular subscription amount for each agreed term of the User's selected subscription term. User hereby authorizes Visla to modify the subscription amount charged for a selected subscription term upon thirty (30) days’ notice to User sent by e-mail to the address provided on registration. The subscription amount, when paid, is non-refundable and accrue on the first day of each term or successive renewal term until canceled, regardless of whether or not the User actually uses the Services. E.g. If the User cancels a 1-year annual subscription prior to the end of the year, the User is still responsible for the remaining subscription amount for the year.
Various Services, whether offered by Visla, third-party service providers or others, may require additional fees or charges not included within the subscription.
User's subscription to the Services shall be for the initial term as may be agreed by User and Visla through online registration and shall automatically renew for indefinite successive renewal terms for the same period as the initial term, unless terminated by User or Visla in accordance with the provisions of this Agreement.
Visla offers a variety of subscription plans to meet the diverse needs of its users. Each subscription is tied to a Workspace, not an individual user account. These plans provide a set amount of credits that are refreshed monthly, along with the option to purchase additional flexible credits on-demand.
Fixed Credits: These credits are allocated by Visla each month based on your chosen subscription plan.
Flexible Credits: These credits can be purchased by users at any time and never expire.
Once a user's fixed credits are depleted, Visla will begin deducting costs from their available flexible credits for the remainder of the month. If all flexible credits are used as well, the subscription tier will be downgraded to the free tier, which offers limited functionality, until the fixed credits are refreshed.
Flexible credits at the free tier are recorded on the dashboard but cannot be used. Once the free tier is upgraded to a paid tier, the flexible credits will become available again, with pricing conversion applicable to the new tier.
Users can change their subscription plan at any time. The new plan's features and credits will become available immediately upon changing the subscription. The billing date will remain unchanged, and users will be billed at the new rate on the next billing cycle following the plan change.
The number of remaining fixed credits and flexible credits associated with the workspace may change due to the different credit prices in various plans. Any changes to the number of credits will be communicated to the user at the time of the plan change.
Eligibility: All registered Visla users are eligible to participate in the referral program and earn Visla flexible credits.
Sign-up Credits: A successful sign-up via a referral link will grant both the referrer and the referee a fixed amount of credits.
Upgrade Credits:
Additional credits will be awarded to both the referrer and the referee when the referred user upgrades their account within a designated period after signing up.
The total number of credits awarded is based on the referred user’s payment and any applicable discounts. The referrer has the discretion to determine how the total credits are split between the referrer and the referee.
Upgrade credits will also be awarded each time the referee renews their subscription, up to 12 months following the initial upgrade or until the referee cancels their paid subscription.
Payout:
Visla users can convert eligible credits into cash for payout, subject to certain conditions.
Sign-up credits are non-cashable for referees. Sign-up credits are cashable for referrers only if they hold an active paid Workspace account at the time the credits are awarded.
Upgrade credits are cashable for referees. Upgrade credits are cashable for referrers only if they hold an active paid Workspace account at the time the credits are awarded.
Payouts can be requested at any time, once the user's cashable credits meet a minimum payout threshold.
Program Modifications:
Visla reserves the right, at its sole discretion, to modify, suspend, or terminate the referral program at any time.
Additionally, Visla may end a user’s participation in the program if they are found to be violating any of Visla’s policies or engaging in fraudulent activities.
Either Visla or User may cancel User’s Subscription at any time for any reason (unless otherwise stated in an applicable promotional offer). In the event of cancellation by Visla or by User, all fees due to Visla up to the end of the then-current yearly commitment at time of cancellation shall be immediately payable to Visla, including for monthly assessed subscriptions. No refunds will be provided for partial billing periods, unless otherwise specifically stated in an applicable promotional offer. Upon cancellation, User will retain access to Visla through the end of User’s billing period. After the end of the last billing period, the subscription tier will be downgraded to the free tier, which offers limited functionality.
Users may cancel their subscriptions by the following method:
Sign into User’s Visla account on a browser, click on “Workspace Settings”, choose “Billing” tab and click on “Cancel subscription”
If at any time Visla believes, in its sole discretion, that a User has violated any provision of this Agreement, Visla may immediately terminate that User’s Subscription and all other Services without any refund or other remedy, and all fees due to Visla up to the end of the then-current billing cycle at the time of such termination shall remain payable to Visla. Such termination will not limit any other right by Visla under contract, tort or any other legal theory to pursue any claim or cause of action against the User for violating this Agreement, including without limitation, monetary damages, injunctive relief, attorney's fees and court costs.
Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.
Usage Data. Visla will not disclose (except as expressly provided herein) data relating to your use of the Services, but may internally use data about usage of the Services (“Usage Data”) and may disclose Usage Data to the extent it does not identify or reasonably could be used to identify you or any individual user.
License by You. You may submit your User Content to us for the purpose of creating or displaying a video using the Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content, including but not limited to your own audio, images, text, video clips, and other works of authorship that you submit, post and/or otherwise transmit through the Services. You hereby grant us a limited, worldwide, royalty-free license to analyze and make derivative works from your User Content for the purpose of creating and/or displaying a video at your direction.
License by Visla. Subject to your compliance with the terms of this Agreement, Visla hereby grants you a limited, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable and non-assignable right and license to use, stream, distribute, publicly perform, and display each video created using the Services for a permitted purpose.
Licensed Content. To our paying users, we may provide stock audio, images, or videos from third-party licensors (collectively, “Licensed Content”) for use in videos that you create using the Services. Subject to your compliance with the terms of this Agreement, you may use Licensed Content available to your account type solely for creating original videos using the Services.
We (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services and the Licensed Content. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. For the avoidance of doubt, all Licensed Content is owned by the applicable licensor, and your User Content is owned by you. All rights not expressly granted herein are reserved.
We will terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any User Content infringes on your copyrights, you may submit a notification pursuant to the Visla Digital Millennium Copyright Act (DMCA) Notice. Please see our DMCA Policy for more information.
We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.
The Services may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites or any Third-Party Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold harmless Visla and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this Section will survive any termination of your account, this Agreement, or your access to the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE TEXT, GRAPHICS OR LINKS.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL VISLA BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED "AS IS" AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 18 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services or as a consumer of our services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Visla may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. IF YOU AGREE TO ARBITRATION WITH VISLA, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, 415 S Murphy Ave, Sunnyvale, CA 94086. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location.
Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Visla. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Visla.
Waiver of Jury Trial. YOU AND VISLA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Visla are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 18(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Waiver of Class or Consolidated Actions. YOU AND VISLA AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Visla is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 19.
Batch Arbitrations. To increase efficiency of resolution, in the event 100 or more similar arbitration demands against Visla, presented by or with the assistance of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Visla and the arbitration provider to implement such a batch approach to resolution and fees.
Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Visla can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Visla in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: opt-out@visla.us. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
Survival. This Arbitration Agreement will survive any termination of your relationship with us.
Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Visla agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in Santa Clara County, California, or in federal court for the Northern District of California.
At our sole discretion, we may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Visla or any third-party provider as a result of this Agreement or use of the Services.
Choice of Law. This Agreement is governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
Severability. Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, 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.
Electronic Communications. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
We respect the copyright and other intellectual property rights of others and expect users of our website and application (collectively, the "Services") to do the same. In accordance with the United States Digital Millennium Copyright Act (the "DMCA") and other applicable law, we have a policy of terminating, in appropriate circumstances and at our sole discretion, users of the Service who are deemed to be repeat infringers. We also may, in our sole discretion, limit access to the Service and terminate the accounts of any users of the Service who infringe any intellectual property rights of others, whether or not there is any repeat infringement. See our Terms for more information.
If you believe that content available on or through our Services infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail, email or faxed notice (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Website infringes your copyright, you should consider first contacting an attorney.
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (e.g. the URL link of the material).
Information reasonably sufficient to permit us to contact the complaining party, such as the name, account name, address, telephone number, and e-mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Submit your notice to our designated DMCA agent by mail or email as set forth below:
Please note that you may be liable for damages, including court costs and attorney's fees, if you materially misrepresent that content on the Services is copyright infringing.
Upon receiving a proper notification of alleged copyright infringement, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the DMCA statutory counter-notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.
Please note that our furnishing your claim to the alleged infringer will include the personal information you provide in your notification, which the alleged infringer may use to contact you directly. As such, by submitting a notification of alleged copyright infringement, you consent to disclosure of your information in the aforementioned manner.
If you believe your copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter-notification letter to us. To be an effective counter-notification under the DMCA, your letter must include substantially the following:
Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which our Company is located.
A statement that you will accept service of process from the party that filed the Notification or the party's agent.
Your name, address and telephone number.
A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
Your physical or electronic signature.
You may submit your Counter Notification to our Copyright Agent by mail, or email as set forth above.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.