Terms Of Services
Vizulit Terms of Services
[Last Modified: February 18, 2019]
These terms of service (“Terms”) are a legally binding agreement between Vizulit Ltd (“Vizulit”, “Company”, “we”, “us”, or “our”), and you, a visitor or customer of our of our website, available at: https://www.vizulit.com/ or users of our Services (as defined below) (“user” or “you”). When you browse our website or use our Services, this Terms will govern and apply. It is important and recommended that you take the time to read these Terms.
Of course that if you need anything else, you may get in touch with us at: Support@vizulit.com We will make best efforts to provide you with the needed support and information.
We reserve the right to periodically amend or revise the Terms at our sole discretion; such changes will be effective immediately upon the display of the revised Terms. The last revision date will be reflected in the "Last Modified" heading. Your continued use of the website or Service following such amendments constitutes your acknowledgement and consent of such amendments to the Terms and your agreement to be bound by them. In the event of a material changes, we will make best efforts to provide written notification by applicable means of communication (within our website or by email, at our sole discretion).
In order to use our Services, you must be at least 18 years old, and of legal competence to enter into these Terms. You further warrant that you are eligible to enter into these Terms and you are not prohibited by any authorized authority, judicial order or law into entering in any agreement; you have all proper authorization, including if you are acting on behalf of a corporation, to enter into these Terms.
Following completion of the sign-up process, we will send you an email detailing the actions you need to take in order to be entitled for a Reward (including the period for completion, posts to be uploaded, etc.) (“Instructions”), as well as the Reward you will be entitled to receive from the Brand Owner upon completion of the Instructions and compliance with the requirement under these Terms (the above collectively with our website shall be referred to as the “Service”).
Except as otherwise expressly provided herein, you will perform the Instructions at your own expense, using your own resources and equipment. Note that, you will be entitled for a Reward solely upon completion of all Instruction in compliance with the Guidelines set forth below, at our discretion. All entitlements for Reward are subject to confirmation of completion of Instructions.
Very occasionally, we may need to refuse or cancel a request to participate in our Services (even if we have previously confirmed it), and prior to your fulfillment of the Instructions – e.g. if we think there is something not reasonable or non-compatible with an Instagram account, otherwise instructed by a Brand Owner or under our internal reasons. If this happens to you and you think we have made a mistake, please contact us at Support@vizulit.com
Performance of Instructions:
The Company adheres to industry practices and applicable legislation related to endorsements in advertising, and we require that our users will comply as well, while using the Services. Thus, while performing the Instructions, you must adhere to the guidelines sets forth below when publishing content under our Services (“Endorsement Guidelines”): (i) You must disclose your connection to the Brand Owner in a clear and prominent manner: as required under applicable law, when uploading a post related to the Item or Brand Owner under the Services, you must clearly disclose your “material connections” with the Brand Owner, meaning the fact that your post is “sponsored”, as you will receive compensation in consideration for the post, and include any applicable hashtags (such as #ad or #sponsored #paid), including as shall be requested under the Instructions. Note that while we may provide recommendations and options for disclosures, we will not be responsible for any failure by you to comply with any applicable laws or guidelines related to endorsement or any failure by you to obtain all third-party clearances and permissions with respect to content you post. The disclosure should be made in close proximity to any statements related to the Brand Owner in a manner which is sufficiently clear and prominent for consumers to notice when they review your posts. Please note that this disclosure is required regardless of any space limitations; (ii) You must not use inappropriate or misleading content: any content uploaded by you will reflect your true opinion (as other users may take it under consideration), and if not, will be clearly disclosed. Further, any content uploaded by you under the Services: (a) may not violate any applicable law or contain any unlawful content (including encourage unlawful practice); (b) contain hateful content, including any content that might encourage or suggest violence of any kind, racism or discriminatory (based on age, gender identity, sexual orientation, ethnic, nationality etc.); and (c) contain any content or engage in any activity that shall infringes the right to privacy or use of children’s images or names; (iii) You must respect third party’s intellectual property: intellectual property rights may include certain brand names, logos, trademarks, copyrights, content, images, videos, designs, etc. (“Intellectual Property”). You should never use any content which is any third party’s Intellectual Property without its written approval, unless permitted under applicable laws; (iv) You must comply with other third parties’ policies and guidelines: as your posts will be uploaded to your social media account, it must comply with the applicable social media policies and guidelines. Note that, we have no control nor responsible or liable for any claim, damage or any other consequence resolved from any post uploaded under our Services. You are solely responsible to ensure the performance of Instructions will not breach any social account related policies; (v) You must protect your own privacy and respect the privacy of third parties: as the posts uploaded under the Services will be public, we strongly recommend you to ensure you do not post any personal information you do not wish to be publicly available. Further, you must not include any personal information of third parties. Including their name and image, without their permission.
Notwithstanding the above, we have no obligation to monitor the any content you upload under the Services, and the responsibility and liability with respect to such content and its compliance is obliged on you.
We calculate the Reward you will be entitled to according to our internal considerations. We will provide you information regarding the Rewards you will be entitled to, including any additional conditions. Rewards will be provided by the Brand Owner; therefore, we have limited control and will not be held responsible for any failure of the Brand Owner to provide or honor a Reward to be used by you in its store. We will make efforts to assist you in this regard, however will not be held liable for Brand Owner actions. Note that, Rewards might be subject to additional Brand Owner terms as applicable to its store (e.g., might not be used for sale items, will have expiry date, etc.). Please review the applicable Brand Owner terms when you wish to make a purchase using the Reward.
The website and Services are owned by Company, including any trade names, trademarks etc. Further all Items and its descriptions, pictures, signs and Brand Owner names, tradenames, trademarks, logos etc., are the Brand Owner’s Intellectual Property. Except as explicitly provided herein, no license, right, title or interest shall be licensed to you, and we or the Brand Owner reserve any and all rights, title and ownership of the Service, Website and Content. You shall not use Company’s or Brand Owner’s or copyrights, trademarks, trade names, or other Intellectual Property in any way except to the limited extent as may be expressly agreed in these Terms.
By submitting, posting, or displaying content under the Services, you provide Vizulit and the Brand Owner with an irrevocable, sublicensable, worldwide right and license to use any such content (including video, photo, written or verbal content) you share or provide related to the Services (collectively, “User Generated Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Vizulit or Brand Owner owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and in any and all other media, in perpetuity. Any statements, posts or feedback that you provide may be paraphrased, amplified, shortened or put into conversational form. Vizulit and Brand Owner are entitled to use your User Generated Content or include your name, social media handle or channel and any other attributes in any manner that Vizulit or Brand Owner finds applicable, at its discretion, for the purposes of these Terms, as well as use your User Generated Content in any media formats and prepare derivative works.
Representation and Warranties:
You hereby represent and warrants, as follows: (i) you have full rights and power to provide the license to use the User Generated Content as set forth above; (ii) the User Generated Content will be original and will not infringe upon any Intellectual Property or other right of any person, whether contractual, statutory or common law; (iii) you will not commit any act which brings the Company or Brand Owner into public disrepute, or which might harm the Company or Brand Owner; (iv) you will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable social media platforms, including by making disclosures in accordance with the endorsement of the Items;(v) You shall not, nor agree, authorize or encourage any third party to: (1) use the Service in non-compliant, unlawful, illegal, fraudulent or inappropriate manner; (2) circumvent, disable or otherwise interfere with security-related features of the website and Service or prevent others from using the Service; (3) modify, create a derivative work of, reverse engineer, disassemble the Services; (4) remove, deface, obscure, or alter the website and Service or any content therein including any copyright notices, trademarks, or other proprietary rights provided as part of the Service; (5) use the website and Service for benchmarking purposes; (6) use the Service to promote, conduct, or contribute to fraudulent, illegal or otherwise inappropriate activities, including without limitation, deceptive impersonation; (7) otherwise use the website, Service or Content in any unlawful manner or in breach of these Terms;
You are responsible for any of your actions which breach or could be reasonably construed as a breach of these Terms, applicable laws, third party rights or social media platforms. We may prevent you from using the Services if we become aware of any action which breaches or which is reasonably construed as a breach of the Terms.
Disclaimer of Warranties
Except as provided herein, the Service are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade. Company does not warrant that the Services will operate error-free, or that the website or Service are free of viruses or other harmful code or that the Company will correct any errors in the Service. You agree that Company will not be held responsible for any consequences to you or any third party that may result from technical problems, including without limitation in connection with the internet or any telecommunications or social media providers. We make no representation or warranties that the Services are or will be available for use in any particular location or at specific time. Except as expressly stated herein, the Company does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of the Service. Your use of the Services is at your own risk and responsibility. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, COLLECTIVELY: “COMPANY GROUP”), AS WELL AS ITS VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, OR EQUIPMENT AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR SERVICE EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS HEREIN THAT IS CAUSED BY AN EVENT OUTSIDE OUR CONTROL (WHICH MEANS ANY ACT OR EVENT BEYOND OUR REASONABLE CONTROL). IN NO EVENT SHALL THE COMPANY’S GROUP AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT OF THE REWARD. THIS LIMITATION OF LIABILITY DOES NOT AFFECT COMPANY’S LIABILITY FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, Brand Owner and its affiliates, and respective officers, directors, employees and agents from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from (i) your use of the Services does not comply with these Terms including negligence and wrongful act; (ii) abusing or infringing third party rights through the Service; and (iii) your breach of these Terms or any applicable law, regulation and policies. This indemnification obligation will survive the termination or expiration of these Terms and the termination of your use of the Services.
Termination and Changes of the Website and Services
You can terminate these Terms and the use of the Service at any time. If you wish to terminate your use of the Service, you may do so simply by ceasing your use or by sending us a request. We may terminate these Terms your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately. Such termination may result in the destruction of all information and data associated with your use of the Services. We may change, modify, suspend, or discontinue any aspect of the Service at any time without notice to you and without any liability to you whatsoever in connection therewith.
For any dispute, you have with us, you agree to first contact us at: Support@vizulit.com and attempt to resolve the dispute with us informally. If we were not able to resolve the dispute with you informally, we each agree by these enforceable Terms, to resolve any claim, and unless otherwise required by a mandatory law dispute or controversy arising out of or in connection with or relating to these Terms by binding and exclusively arbitration by the American Arbitration Association (“AAA”). ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND US ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. If you wish to opt out of this arbitration agreement, you must send us an explicit statement and include your name and residence address. This arbitration agreement will survive the termination of these Terms. These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law and will specifically not be governed by the united nations conventions on contracts for the international sale of goods, if otherwise applicable. For any action at law or in equity relating to the arbitration provision of these Terms, you agree to resolve any dispute you have with exclusively in a state or federal court located in New York, Manhattan and to submit to the personal jurisdiction of the courts located in New York County for the purpose of litigating all such disputes. Any cause of action you might have relating to the Service is limited in time to one (1) year from the arising incident, and will be permanently barred afterwards, unless otherwise obligated under applicable law.
These Terms, constitute the entire understanding between the parties with respect to the use of the Service. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. Failure of the Company to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches. These Terms and any right granted herein may not be assigned by you without the prior written consent of the Company. The Company may assign its rights and obligations set forth herein at any time, at its sole discretion. User’s relationship with the Company is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.
If you have any questions or comments about these Terms, please contact us at: Support@vizulit.com
You may also contact us at:
Yigal Alon 114 Tel Aviv,
11th floor, postal code 6744320.