Invisibly Terms of Service
Welcome to Invisibly.com ("Invisibly," "we," "our," or "us"), a Delaware corporation. Your use of this Web site (the "Site") and your use of the software and or services made available on or through the Site or on or through our publisher partners’ sites including but not limited to the Invisibly Wallet (the “Services”) are subject to these Terms of Service (these "Terms"). By using any of our Services, you agree to be bound by, and use our Services in compliance with, these Terms. If you do not agree with these Terms, do not use the Site or Services.
Invisibly provides a content and advertising platform connecting advertisers, publishers and the Invisibly audience (the “Invisibly Wallet” users). For example, advertisers may use our technology to buy advertising for display by Invisibly on publishers’ websites, mobile applications and other digital media properties (which we collectively refer to as “Publisher Properties”). Additionally, our users receive such advertising spend via their Invisibly Wallet to purchase publisher content. In doing so, Invisibly Wallet users may elect to share information with Invisibly to optimize their content and advertising experiences, and earn or purchase ad-free content.
License to Use our Services
Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable license to use our Services for your internal use and not for commercial resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.
Your Registration and Use Obligations
By using the Services, you understand that Invisibly, in providing the Service, enables you to (i) purchase audio, visual, and audiovisual works, or other content made available on our Services (collectively, "Service Content") from a third party publisher website (the "Paid-For Service") (ii) make voluntary charitable donations to tax-exempt organizations ("Donations") and/or (iii) make voluntary monetary contributions to non-tax-exempt organizations that provide Service Content via their websites at no charge ("Contributions"). However, Invisibly is not a merchant, and is not responsible for any Service Content nor shall Invisibly have any responsibility to you with regard to any and all claims you may have related to the Service Content or any materials, goods or services provided or performed by any publisher, regardless of whether such publisher makes use of the Services, Donations or Contributions. To the extent that you deactivate your account, your access to the Service and any Service Content accessed through the Paid-For Service will be terminated, and Invisibly, at its sole discretion, may charge you for any outstanding balances owed at the time of deactivation.
By using the Paid-For Service and Donations features, you agree to provide Invisibly a valid credit card which you are authorized to use. Upon account activation, you further authorize and hereby grant Invisibly permission to charge such credit card for Service Content in advance of up to $5 U.S. Dollar increments for purposes of loading the Invisibly Wallet with credit. Such balance will be debited automatically by the Invisibly Wallet as content is consumed, and this will be reported to you periodically in an email or accessible for review at your user account page at control.invisibly.com. Finally, you hereby give Invisibly permission to automatically refill your Wallet balance in $5 U.S. Dollar increments automatically so long as you maintain an active account. You are free to terminate your account and or remove your payment information any time at control.invisibly.com.
Access to our Services
We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as we may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the Service Content or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.
Restricted Areas of the Services
Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons ("Password-Protected Areas"). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you. We cannot and will not be liable for any loss or damage arising from your failure to comply with this.
Links and Third Party Content
Our Services may display, or contain links to, third party products, services, content and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content") are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
You will not use our Services to: (i) upload, post, email, or otherwise transmit any submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) "stalk" or otherwise harass another; or (xi) collect or store personal data about other users.
Trademarks and Service Marks
"Invisibly," the Invisibly logo, and any other product or service name or slogan displayed on our Services are the intellectual property of Invisibly, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of Invisibly, Inc. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark, trade dress and or copyrighted material owned by Invisibly, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, within any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Disclaimer of Warranties
YOUR USE OF THE SITE, THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
You will defend, indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.
Enforcement of any dispute relating to these Terms will be governed by the laws of the State of Missouri, excluding its conflict and choice of law principles. For parties residing in the United States, the exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state courts located in St. Louis County, Missouri and the federal courts located in City of St. Louis, Missouri, and you irrevocably agree to submit to the jurisdiction of such courts.
For parties residing outside the United States, any dispute arising hereunder shall be submitted to confidential binding arbitration in St. Louis, Missouri for the maximum judgment enforceable, except that to the extent Customer has in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Missouri. Customer hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Arbitration under this Agreement shall be conducted pursuant to the existing International Arbitration Rules at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
The terms and conditions which by their nature are intended to survive termination of these Terms shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability.
If you have any questions or concerns about our Services or these Terms, please email firstname.lastname@example.org
Last updated: Feb 8th, 2020