Terms and Conditions

Effective: October 15, 2016
            1.                  Welcome. Welcome to VIZIAD.COMTM. This Terms and Conditions of Use Agreement (“Agreement”) is made by and between the Signature App Solutions, LLC dba Viziad (“Viziad”) and You. This Agreement governs the use of the www.viziad.com website (“Site”) and the services provided by Viziad and/or its affiliates (collectively, “Viziad”), and sets forth the terms and conditions of this Agreement, including any amendments, which are incorporated by reference in this Agreement. You acknowledge, understand, and agree that all personal information submitted, accessed, retrieved, and/or utilized in connection with the Site and the Service is subject to Viziad’s Privacy Policy, which is incorporated by reference in this Agreement. Other conditions and policies concerning the Site and the Service are available at the relevant locations on this Site, and each is incorporated by reference in this Agreement.
                                  a.                  Your Use of the Site and Service. You should review the following terms and conditions of this Agreement carefully. YOUR USE AND CONTINUED USE OF THIS SITE AND ANY SERVICE, INCLUDING, BUT NOT LIMITED TO, USING, BROWSING, ACCESSING, VISITING, OR ATTEMPTING TO ENGAGE WITH THIS SITE AND ANY OTHER USER, CONSTITUTES YOUR ACKNOWLEDGMENT AND AGREEMENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS TERMS OF USE AGREEMENT, OUR PRIVACY POLICY, CONDITIONS AND POLICIES, ANY AMENDMENTS TO THE TERMS OF USE AGREEMENT, OUR PRIVACY POLICY, CONDITIONS AND POLICIES, AND ALL APPLICABLE LAWS, STATUTES, AND REGULATIONS AS REFERENCED IN THIS AGREEMENT (COLLECTIVELY, THE “TERMS” OF THIS SITE). IF YOU DO NOT AGREE TO BE BOUND TO THE TERMS OF THIS SITE, THEN DO NOT USE OR ACCESS THIS SITE OR ANY OF ITS SERVICE.
                                  b.                  Amendments to the Agreement. User acknowledges and agrees that Viziad may amend or modify the terms and conditions of this Agreement and/or any of the Terms at any time, at its sole discretion, by posting and updating this Site with the amended Terms of Use Agreement, our Privacy Policy, and any other conditions and policies concerning the Site and the Service. The amended Terms shall be effective immediately upon posting to or updating this Site. User further acknowledges and agrees that continued use of the Site and the Service constitutes User’s consent and agreement of the amended Agreement or Terms, which are incorporated by reference in this Agreement. Please check the Site periodically for revised Terms.
                                  c.                   About VIZIADTM and VIZIAD.COMTM. VIZIADTM and VIZIAD.COMTM by Viziad Company is a for-profit online advertising destination for businesses and individuals who wish to find or provide ad space that ranges from billboards and commercial slots to creative, handmade cards being handed out on a college campus and everything in between. You often have more than one advertising need at a time, so Viziad lets you create more than one Ad Space listing at a time. Each Ad Space listing is customizable so you can set your Ad Space’s end date – or have no end date at all! Fees for the various services are set out in the services fees described elsewhere in this Site.
            2.                  Definitions. The following definitions apply to this Agreement and the Terms for the Site and the Service of VIZIAD.COM:
                                  a.                  “Users” means any seller, buyer, visitor, individual, or entity that uses, browses, accesses, visits, or attempts to engage with this Site, the Service, and any other user. Each User may be referred to as “You” or “Your,” wherever applicable.
                                  b.                  “Viziad” means www.viziad.com, the Viziad Company, and its affiliates, whichever is applicable. Viziad may be referred to as “Us,” “We,” or “Our,” wherever applicable.
                                  c.                  “Seller” means any person or entity that creates an Ad Space listing for the kind of advertising they want to sell.
                                  d.                  “Buyer” means any person or entity that desires to purchase the services offered in an Ad Space listing from a Seller.
                                  e.                  “Ad Space listing” means a customizable advertising space listing created by a Seller for negotiation and purchase by a buyer.
                                  f.                   “Funds” means any monetary funds, contributions, or gifts provided by a Buyer in purchasing the services offered in an Ad Space listing by a Seller.
                                  g.                  “Proceeds” means the Funds received less any Service Fees or other applicable charges or fees, with the remaining Proceeds being available for use by the Seller or another beneficiary.
                                  h.                  “Third Party Provider” means any third party service provider, including, but not limited to, Stripe, that collects Funds or otherwise conducts financial transactions between Seller and Buyer, as selected by Viziad at its sole discretion, to facilitate the Service.
            3.                  VIZIADTM Service. VIZIADTM provides easy, simple, listing services for advertising space to sellers desiring to sell advertising space to buyers. Through our advanced search tool, all Users to the Site can search through thousands of current Ad Space listings and Buyers can choose to purchase the advertising space that best matches their interests. From time to time the provided Service may change without prior notice, and are effective immediately upon implementation of such change in the Service on the Site and/or posting or updating the Terms concerning such change in Service.
                                  a.       Registration. Each Seller should register as a Member to create one or more Ad Space listings, where the Seller can post information about the kind of advertising space. As a User of the Site, you authorize Viziad to provide You with the following services (collectively, the “Service”), including, but not limited to:
                                   i.            accepting and processing online Funds made by Buyers through the Service or through a Third Party Provider;
                                   ii.           holding the Funds received in an escrow account, unless processed through a Third Party Provider;
                                   iii.          remitting Proceeds to the Seller by Stripe, or other designated method by a Third Party Provider less the Service Fees;
                                   iv.          periodically reviewing Ad Space listings for compliance with the Viziad eligibility and use requirements; and
                                   v.           sending receipts for all Funds via e-mail.
b.                  Service Fees. As a User of the Site, you understand, acknowledge, and accept that all Service Fees charged are subject to change at any time at the sole and absolute discretion of Viziad, and that such change in Service Fees is effective at the next transaction. All Funds received through Viziad for a Seller’s Ad Space listing will not be available for distribution until 1-5 business days after the delivery of the ad space or a request for earlier payment is approved by Viziad in its sole discretion. If you buy or sell ad space through this Site that requires payment of a fee, you agree to pay all fees associated with such service. For all charges for services on this Site, we will bill your account information on file. You agree to provide us with accurate and complete billing information, including but not limited to valid debit card or banking information, your name, address and telephone number, and to provide us with any changes in such information within 5 days of the change.
 
            4.                  Term of the Agreement. The Term of this Agreement shall commence from your use and continued use of the Site and Service as a User, and shall continue until cancellation or termination of use of the Site and Service by You or Viziad.
            5.                  Cancellation or Termination of the Agreement. Upon cancellation or termination of this Agreement, your Membership Account, and/or your use and access to the Site and Service, any pending Ad Space listing will be suspended and pending Funds canceled and returned to the respective Buyers as of the date of cancellation or termination. You agree that Viziad is not liable for any losses or damages incurred by you or Buyers as a result of cancellation or termination of your Membership Account, or as a result of refusal of the Site and Service to you or Buyers. The provisions in this Agreement concerning Disputes, Indemnification, Prohibited Uses, any unpaid Service Fees, and Non-Waiver survive the cancellation or termination of this Agreement or your Membership Account. Each Ad Space listing will terminate automatically on the end date of your choosing, or if you cancel your Membership Account, or if we terminate your Membership Account, whichever occurs first. After cancellation or termination, you will no longer be able to access your Viziad user account. You acknowledge, understand, and agree that:
                                  a.                  Cancellation by User. You may terminate your Membership and this Agreement at any time by canceling your Membership Account with VIZIAD.COM, by sending an e-mail to support@viziad.com, and by refraining from or cease using, browsing, or attempting to engage with this Site, Service, and any other user of this Site. The cancellation of your account is your only and exclusive remedy with respect to any such dispute that you may have with us.
                                  b.                  Termination by Viziad. Viziad reserves the right, at its sole discretion and without liability, to refuse use of the Site and Service to anyone and to reject, cancel, interrupt, remove, or suspend any Ad Space listing or registration for a Membership Account, to terminate an existing Membership Account, or to otherwise terminate your privilege to use this Site and the Service, at any time for any reason with or without notice, subject to any notice required by applicable law or not waived in this Agreement. Some reasons Viziad may use to refuse approval of a registration for a Membership Account or to terminate an existing Membership Account include, but is not limited to:
                                   i.                        attempts by a User to register or registration of an account by a Member who is or has misappropriated the name, image, likeness, e-mail address, contact information, or other personally identifiable information of another individual or entity without that individual or entity’s written consent;
                                  ii.                         a User having more than one Membership Account;
                                  iii.                        a User violating any of the Terms of this Site;
                                  iv.                        a User engaging in alleged unlawful, fraudulent, abusive, or infringing activities; or
                                  v.                         a User refusing to comply with requests for additional information about the User, the Ad Space listing, or Funds.
            6.                  User Eligibility. By using this Site and the Service, you represent and warrant that:
                                  a.                  you are at least eighteen (18) years of age, or if you are between ages of thirteen and seventeen (13-17), you are using the Site and Service with the consent and supervision of a parent or legal guardian, on condition that your parent or legal guardian also acknowledges and agrees to be bound by the Terms and this Agreement for the minor’s use of the Site or Service;
                                  b.                  all information that you submit to the Site is truthful, current, complete and accurate; and
                                  c.                   your use and continued use of the Site and Service does not violate any applicable law, statute, or regulation, or any of the terms and conditions of this Agreement, our Privacy Policy, or the Site’s other conditions and policies.
 
IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT USE THIS SITE OR SERVICE.
            7.                  Registration for Membership Account. Any eligible User may register for a Membership Account and can designate whether the Membership Account is being used for a Seller to create Ad Space listings, a Buyer to purchase an available Ad Space offered by a Seller, or as both a Seller and a Buyer. An eligible User may sign up as a Member by creating an account with VIZIAD.COM with a username and a password through the online registration process provided on this Site. When creating a Membership Account, you must complete all required fields at the Site’s online registration process. Viziad may request additional or other identifying information from you about yourself, your organization, or your Membership Account, at any time, and you agree to promptly provide such information as a condition of continued use of the Service. 
                                  a.                  Membership Information. As part of the Membership Account registration process, you agree:
                                   i.                   to provide information about yourself (or the entity for whom you represent, if applicable), that is truthful, current, complete and accurate (collectively, “Membership Information”);
                                  ii.                   to update your Membership Information from time to time to maintain its accuracy for the Service;
                                  iii.                  to keep your password confidential, subject to disclosing the password to a parent or legal guardian if you are a minor; and
                                  iv.                  to comply with the Terms of this Site for the Service, and any applicable law, regulation, or statute concerning your use of this Site and the Service.
                                  b.                  Use of Membership Account. Multiple Membership Accounts are prohibited. You agree to have only one membership account. With a Membership Account, you may create multiple Ad Space listings and may purchase, as a Buyer, multiple available Ad Spaces from a different Seller’s Ad Space listing(s). You agree not to use the Membership Account, username, or password of anyone else. If you select a username or similar identifier other than your actual name for your account that is confusingly similar to someone else’s trademark or intellectual property, we reserve the right to remove your username or identifier if we believe it is appropriate. You further agree to promptly and immediately notify VIZIAD.COM of any unauthorized use of your account or any breach of security concerning your Membership Account. You agree to exit from your account at the end of each session and to take all reasonable precautions to prevent others from using your account.
                                  c.                   Creation and Use of Ad Space Listings. Viziad requires all Sellers who wish to sell advertising space to sign up for a Membership Account and to create one or more Ad Space listings on this Site. Sellers also authorize Viziad to conduct background inquiries as Viziad deems appropriate, to assess a Seller’s eligibility to use the Site and Service or to review the Seller’s continued use of the Service. By creating an Ad Space listing as a Seller on this Site, you further agree, represent, and warrant that you will provide information about the details of the available advertising space for the Ad Space listing that is truthful, current, complete and accurate; and will maintain and update information about the Ad Space listing from time to time to maintain its accuracy, and will promptly suspend or cancel the Ad Space listing if your needs change or if your advertising space is no longer available for purchase.
                                  d.                  Creation and Use of Buyer Profiles. Viziad requires all Buyers who wish to purchase advertising space from a Seller to sign up for a Membership Account and to create a Buyer profile on this Site. By creating a Buyer profile to purchase advertising space from a Seller on this Site, you further agree, represent, and warrant that making your purchase of the advertising space is legal in your jurisdiction, and that your account has sufficient funds to cover the Funds. Insufficient funds may be subject to penalties and other fees charged by Third Party Providers, your banking institution, and any other relevant financial institution. You, as Buyer, further acknowledge, understand, and agree that your use of the Site and use or reliance upon any of the materials or User Content available through the Site is solely at your own risk. While we take reasonable efforts to review Ad Space listings for compliance with the Viziad eligibility and use requirements, Viziad does not verify, endorse, or control any of the information on the Site, except where expressly stated.
                                  e.                   TRANSACTIONS BETWEEN PARTIES: VIZIAD and VIZIAD.COM serves as a destination point between Sellers and Buyers for purchasing or leasing advertising space. After delivery of the services and payment noted in the Ad Space listing by Seller and Buyer, respectively, Viziad remits all Funds less any Service Fee as Proceeds to the Seller via Stripe or other Third Party Provider. During delivery of the services by the Seller to the Buyer, all further dealings are solely between Seller and Buyer. By using this Site you understand and agree that Viziad shall not be responsible for any losses or damages incurred as a result of the performance or nonperformance of the advertising services offered by Seller. In the event of a dispute between any users, you agree to release Viziad, its employees, agents, affiliates, directors, officers, representatives, subcontractors, advisors and volunteers or anyone else who has participated in the creation development or delivery of this Site and Service from any and all claims, damages and demands that may or may not be known, suspected or related to such disputes about our service.
            8.                  Fees, Interest Earned, and Taxes. Viziad charges a Service Fee calculated at 10% per transaction on all Funds received from purchases of Ad Space listings. This Service Fee does not include banking fees and credit card processing fees charged by Third Party Providers. Disbursement of Funds less all applicable Service Fees as Proceeds will be made at the completion and delivery of the advertising services by Seller to Buyer unless a request for earlier payment is approved by Viziad in its sole discretion. Users have full responsibility for all applicable taxes for Proceeds paid. Viziad reserves the right to change the amount of, or basis for determining, any Service Fees or payments, and to institute new Service Fees, in its sole discretion and without any liability to you or any third party, at any time effective upon the next transaction after the Service Fees change.
            9.                  Prohibited Uses of the Site and the Service. By using the Site and Service, you acknowledge and agree that:
                                  a.                  You will not display, distribute, or post spam, chain letters, advertisements other than Viziad ad spaces, promotional materials, sexually explicit material of any kind, pyramid schemes or solicitations of business;
                                  b.                  You will not impersonate another person or entity, or interfere with another user’s rights to privacy;
                                  c.                  You will not interfere with or damage the operation of the Site or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, Trojan horses, IP spoofing, or other malicious code.
                                  d.                  You may not remove, circumvent, disable, damage, attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
                                  e.                   The Site may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site, or any other user’s content or information, for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
                                  f.                   You may not use any meta tags or any other “hidden text” utilizing the name of the Site or associated trademarks or Viziad trade name or trademarks without our express written consent.
                                  g.                  You will not solicit, harvest, or otherwise collect information about users, including, but not limited to login information, e-mail addresses, or access an account belonging to someone else.
                                  h.                  You will not display, distribute, or post content that constitutes or contains (or allegedly contains) material or information that is unlawful, defamatory, libelous, harassing, inciting violence, graphic violence, threatening, hateful, harmful, pornographic or nude material, graphic violence, racially offensive or otherwise objectionable; or that encourages conduct that could constitute a criminal offense;
                                  i.                    You will not use or posts any trademarks, copyrighted material, or other intellectual property of someone else without the authorization of the owner;
                                  j.                    You will not use VIZIAD or VIZIAD.COM to do anything unlawful, misleading, malicious, or discriminatory; and
                                  k.                   You will not facilitate or encourage any violations of this Agreement or the Terms of this Site.
            10.                Viziad Intellectual Property. VIZIADTM, VIZIAD.COMTM, THE PEER TO PEER AD NETWORKTM along with any related logos and design elements displayed on this Website are intellectual property owned by Viziad (collectively, “Viziad IP”) is used in connection with this Site and Service, and may be protected by trademarks, copyrights, trade secrets, and/or other intellectual property rights. Any and all right, title, and interest, including, but not limited to, all copyrights, trademarks, inventions and patents, and any other intellectual property rights, in and to the Site and the Service, and any modifications and improvements thereof, is and shall remain the sole and exclusive property and intellectual property of Viziad. All other trademarks or service marks are property of their respective owners.
                                  a.        License to Seller. Viziad grants Sellers a limited, non-exclusive, nontransferable license to copy and display Viziad IP in the Seller’s promotional activities for its Ad Space listing(s) solely for the purpose of directing potential Buyers and other users to www.viziad.com to view and/or purchase advertising services by Sellers, or to create their own Membership Accounts. Users are prohibited from using any of Viziad IP in any manner that suggests or implies endorsement, affiliation, partnership, or sponsorship with Viziad; from using any of Viziad IP in any illegal, disparaging, or harmful manner; or from using Viziad IP in any manner that violates the Prohibited Use of the Site and Service as noted in this Agreement or the Terms of this Site.
            11.                User Content and Intellectual Property.
                                  a.       User Content. You retain all intellectual property rights in and to the User Content posted on this Site, including, but not limited to, any copyrights and trademarks used in connection with the User Content. You are solely responsible for the User Content you post on the Site including, but not limited to. photos, text, videos, graphics, and personal profiles for Ad Space listings, Seller profiles the Membership Account profile information, and the Buyer profiles (collectively, “User Content”). Information, ideas or opinions posted by users of the Site do not necessarily reflect our views and Viziad does not take any responsibility for the accuracy of any information, ideas or opinions posted by users. Viziad shall not be liable for any damages or losses resulting from such information, ideas or opinions. You further understand and agree that Viziad may monitor and delete any content that we, in our sole and absolute discretion, believe violates the terms and conditions of this Agreement or the Terms of this Site, or which may be illegal or offensive, or otherwise poses a threat to the rights or safety of Viziad Users. By posting User Content, you agree, represent and warrant that:
                                 i.           You own, or have the necessary licenses, rights, consents, and/or permissions to use and authorize Viziad to use, all patent, trademark, copyright, other intellectual property rights, or proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Viziad and these Terms, and
                                 ii.          You have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by Viziad and these Terms.
                                  b.       License. By posting any information or other User Content on the Site, you hereby grant to Viziad a non-exclusive, transferable, sub-licensable, paid up, royalty-free, worldwide license and permission to use, copy, publish, distribute, display, and make derivatives of User Content, including, but not limited to, photos, text, videos, and music from your Membership Account, Ad Space listing, Seller Profile, or Buyer Profile, in any manner desired by Viziad without any obligation to compensate or to give attribution to you or anyone else.
            12.              Third Party Providers; Third Party Websites; Third Party Intellectual Property. The Site may provide links to third-party websites or services. Viziad provides such links solely as a convenience to you. Viziad does not maintain, review, endorse or take responsibility for the content, products, services or other materials of the third party linked sites or services, or materials posted by other Users. You understand and accept that you take full responsibility for your use of third-party websites or services.
            13.              Digital Millennium Copyright Act Compliance. Viziad respects others’ intellectual property rights and expects its Users to do the same. If you are a copyright owner and believe that any User Content or other content hosted on the Site has been copied in a manner that constitutes copyright infringement of your intellectual property rights under the Digital Millennium Copyright Act of 1998 (“DMCA”), please promptly notify Viziad at the address Contact and Notices section of this Agreement. To properly submit your complaint to Viziad, the owner (or its authorized representative) must provide the following information in writing:
                                  a.                  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
                                  b.                  Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
                                  c.                  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 the service provider to locate the material.
                                  d.                  Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
                                  e.                  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.
                                   f.                  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.
In following the DMCA and other applicable laws, Viziad reserves the right to terminate repeat infringers, at its sole discretion.
            14.                 Compliance with Applicable Laws. Viziad will cooperate with law enforcement authorities and agencies as required by law. You may not use, copy, adapt, or export or import any content, or any service or product offered on the Site, in violation of any applicable laws or regulations, including, but not limited to, United States export laws and regulations. Use of this Site and the Service is void where prohibited.
            15.                 Unsolicited Idea Submissions Policy. Viziad, its agents or employees, or any of its affiliates do not accept or consider unsolicited ideas, proposals, suggestions, comments, or materials (“Submission”) from Users. A purpose of this policy is to prevent misunderstandings or disputes concerning use of the Site and Service that may appear identical or similar to Submissions. If you still send us a Submission, you acknowledge and agree that all Submissions are considered non-confidential and non-proprietary, that we have no obligation to keep your Submission confidential or proprietary, and that Viziad is not and will not be liable for any use, modification, or disclosure of your Submission. Viziad shall be entitled to unrestricted use of your Submission for any purpose, without requirement for compensation or attribution to you, regardless of whether that use is for commercial or non-commercial purposes.
            16.                  DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND AGREE THAT YOU WILL USE AND ACCESS THIS SITE AND THE SERVICE AT YOUR OWN RISK, AND THAT VIZIAD.COM IS BEING PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR COURSE OF USAGE OR TRADE. VIZIAD MAKES NO WARRANTY THAT THE SITE, ITS CONTENTS, AND SERVICE ARE ACCURATE, TIMELY, FREE OF VIRUSES AND MALWARE, ERROR-FREE, SECURE, OR SAFE, OR THAT THE SITE WILL FUNCTION WITHOUT DISRUPTION, IMPERFECTIONS, OR DELAYS. VIZIAD SHALL HAVE NO LIABILITY FOR ANY CLAIM BY ANY FEDERAL OR STATE TAX AUTHORITY WITH RESPECT TO ANY CHARACTERIZATION BY YOU OR ANY USER ON ANY APPLICABLE FEDERAL OR TAX RETURN. ADDITIONALLY, VIZIAD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY INFORMATION CONTAINED IN USERS’ PROFILE AND AD SPACE LISTINGS. If you have any reservations regarding the legitimacy of a particular Ad Space listing, do not purchase.
            17.                   Limitation of liability. YOU UNDERSTAND AND HEREBY AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED AND TO THE EXTENT APPLICABLE BY LAW, IN NO EVENT WILL VIZIAD AND ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED, TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OR BASIS OF THE CLAIM, RESULTING FROM ANY USE OF THE SITE, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED WEBSITE INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, FAILURE OF PERFORMANCE, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS OR EQUIPMENT OR NETWORK FAILURE OR OTHERWISE, EVEN IF THERE IS NEGLIGENCE BY VIZIAD OR AN AUTHORIZED VIZIAD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIZIAD IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, DATA OF THIRD PARTIES OR ITS USERS, OR FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE PROCESSING OF ORDERS, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. YOU UNDERSTAND AGREE THAT YOUR USE OF THE SITE IS CONDITIONED UPON YOUR WAIVER OF ANY RIGHT TO SUE VIZIAD AND ITS AFFILIATES OR TO PARTICIPATE IN ANY CLASS ACTION SUIT FOR DAMAGES OR LOSSES RESULTING FROM YOUR USE OF THIS SITE. IN NO EVENT WILL VIZIAD’S LIABILITY TO YOU FOR ANY AND ALL OF YOUR CLAIMS AGAINST VIZIAD AND ITS AFFILIATES ARISING OUT OF OR RELATED TO USE OF THIS SITE OR ITS CONTENTS THEREOF OR ANY HYPERLINKED WEB SITE EXCEED THE ACTUAL DIRECT DAMAGES INCURRED AS MEASURED BY THE TOTAL REVENUE RECEIVED BY VIZIAD RESULTING FROM YOUR USE OF THE SERVICE DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM IS MADE. IN THE EVENT OF ANY PROBLEM WITH THIS WEB SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEB SITE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
            18.                    Indemnification. User agrees to indemnify, defend and hold harmless Viziad from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Viziad by the relevant taxing authorities with respect to any funds paid between Users. You also agree that you will defend, indemnify and hold harmless Viziad from and against any and all claims, suits, costs, damages, losses, and expenses of any kind, including reasonable attorney’s fees and costs, that Viziad may sustain by reason of any infringing, libelous or otherwise unlawful matter contained or alleged to be contained in the User Content that you or another User provide to or on the Site or with the Service; in your violation of the Terms of this Site and any other applicable law or the rights of third parties; in misuse of Proceeds from the purpose stated in an Ad Space listing; in collection of Funds from Buyers by either Viziad or a Third Party Provider; in any dispute you may have with another User concerning the Site, the Service, or Funds; and in any disclosures made by and to Viziad with your permission.
            19.                      Participation in Promotions. From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of such correspondence or promotion.
            20.                      Contact and Notices. Any and all notices, DMCA notifications, letters, and service of process shall be e-mailed to support@viziad.com
 Any communication by an authorized representative of Viziad by electronic means in response to subpoenas, legal notices, or service of process, shall not be deemed as received solely by acknowledgment of the transmission without express written consent of Viziad or its legal counsel.
Technical support questions or questions related to using this Site may be e-mailed to support@viziad.com
            21.                      User Communications. Under this Agreement, you consent to receive communications from the Site electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. User agrees to accept any and all notices, DMCA notifications, letters, and service of process by electronic means from the User’s Membership Account information.
            22.                      Dispute Resolution. In the event of any controversy or dispute between Viziad and you arising out of or in connection with your use of the Site or the Service, the parties shall promptly and in good faith, attempt to resolve any such dispute. If we are unable to resolve any such dispute within thirty (30) days, then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any claim, cause of action, or remedy exclusively in the United States Western District Court of Arkansas or a state court located in Ouachita County, Arkansas. If Viziad does take any legal action against you as a result of your violation of this Terms of Use Agreement, or any other Terms of this Site, Viziad will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Viziad. You agree that Viziad will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of this Agreement or other Terms of this Site. You also agree that any violation by you of this Agreement or Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Viziad for which monetary damages would be inadequate, and you consent to Viziad obtaining any injunctive or equitable relief that Viziad deems necessary or appropriate in such circumstances; and you consent and agree to waive any requirement of posting security for injunctive relief. These remedies are in addition to any other remedies Viziad may have at law or in equity.
            23.                       Export Controls. Software available on or through this Site is subject to United Stats Export Controls. No software from this Site may be downloaded or exported (a) into (or to a resident of) any country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By accessing, downloading, or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
            24.                        International Use. Although this Site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
            25.                        Not a Waiver. The failure or delay of Viziad to enforce any right resulting from breach of any provision of this Agreement by User will not be deemed a waiver of any right relating to the breach of such provision or of any other right in this Agreement.
            26.                        General Provisions.
                                          a.         Independent Contract. This Agreement does not create a joint venture, partnership or other form of business affiliation between Viziad and User; the parties in this Agreement are solely independent contractors.
                                          b.         Entire Agreement. This Agreement is the complete, integrated and entire agreement between Viziad and User concerning the subject matter hereof, superseding all prior agreements, representations and negotiations of Viziad and User.
                                          c.         Severability. Each section and subsection of this Agreement is severable and, if for any reason any section or subsection is determined to be invalid or contrary to any existing or future law, any such defect will not prevent enforcement of any provision of the Agreement which is otherwise valid.
                                          d.          English Language. In the event that this Agreement and any Terms are translated into a language other than English, the English version of this Agreement and any Terms shall govern any conflicts concerning the terms and conditions of this Agreement and any Terms.
                                          e.           No Assignments. This Agreement and the Terms is may not be assigned in whole or in part by User without the prior written consent of Viziad; and will be binding upon and shall inure to the benefit of each signatory and all successors in interest. Viziad may freely assign our rights and obligations under this Agreement.
                                           f.            Force Majeure. In addition to any excuse provided by applicable law, we Viziad shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
                                           g.           Governing Law. This Agreement will be governed by the laws of the State of Arkansas and the United States of America, without regard to conflicts of law provisions; the courts of Ouachita county, Arkansas or the United States District Court of the Western District of Arkansas (located in El Dorado, Arkansas), whichever is appropriate, will have subject matter and personal jurisdiction over all disputes arising in connection with this Agreement; venue is proper in said court(s), and any service of process may be accomplished by personal service or registered mail, return receipt requested to the party at the address set forth in the Notices section of this Agreement.
 
 
 
 
 

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