Visily Service Terms of Service 

You should carefully read the following terms before accessing or using Visily’s online AI design software service available through https://www.visily.ai (“Visily Service”) provided by Visily, Inc. (“Visily” or “we/us/our”). By clicking to register and proceeding to use the Visily Service, you acknowledge your acceptance of the terms below and as updated by Visily from time to time as described below (“Terms of Service”). The “Agreement” means these Terms of Service, the pricing and features you select as part of your Visily Service plan, and any written order you and Visily execute that refers to these Terms of Service.  Clicking to register is a legally valid way to create a binding contract and constitutes your electronic signature to this Agreement. 

You represent and warrant that you have read and understand all of the terms and conditions of this Agreement and you are at least 18 years of age. Further, if you are entering into this Agreement on behalf of a company or other legal entity (“organization”), then (i) except as expressly indicated otherwise, all references to “you” in this Agreement after this paragraph mean the organization, and (ii) by clicking to register you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.  

If you do not agree to these Terms of Service, then do not register for, access or use the Visily Service.

Copies of these Terms of Service are available for download and printing by using current web browser software and going to https://www.visily.ai/policies/terms-of-service. 

NOTICE OF BINDING ARBITRATION. Any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement shall be resolved by final and binding arbitration as described in the section titled “Arbitration” below. Please read the section titled “Arbitration” carefully.

If you and Visily execute a written order for the Visily Service that references these Terms of Service, then that order may contain different or additional terms regarding fees, payment, or other aspects of the Visily Service, and those additional terms will be part of this Agreement and control over the terms below. 

VISILY SERVICE.

Documentation. Guides, instructions, recommendations, FAQs, restrictions, and other documentation regarding the Visily Service (collectively, “Documentation”) can be found at https://www.visily.ai/help-center/.

Account. When you register for the Visily Service you will create your account for the Visily Service (“Account”). As part of creating and updating your Account you will provide certain identifying contact information, such as name, phone number, email address, and if applicable, payment information (“Account Information”). 

Features and Free and Paid Subscriptions. Within the Visily Service you may create a design project folder (a “Folder”) consisting of one or more design boards (“Boards”), with each Board having multiple design elements (“Element”). When you initially register for the Visily Service, you will have a free Account (the “Starter” version of the Service. You may then upgrade the Visily Service package under your Account based on several available options (for example to “Pro” or “Business”). The Visily Service package you select for your Account will specify the fees and corresponding features and limitations, and this may include the maximum number of Boards and Elements you may create in the Visily Service or credits that may be used for other features, functions, or content. When upgrading your Visily Service plan to a paid subscription, you will be required to provide other Account information, such as billing address, and payment details, or information for verification or anti-fraud purposes.

User Management. You may invite other individuals as “Team Members” to access, use, and participate in Folders in the Visily Service through your Account (“Users”) and manage those Users. You are acting as the administrator of your Account and may invite, edit and delete Users. If you have a free Account (the Starter plan), the Users you invite can view, access and use all the Folders, Boards and l the content and data under your Account in the same manner that you can. If you have a paid subscription (such as a Pro plan), then you will have features under your Account that enable you to assign certain roles to your Users, such as guest roles, that enable you to restrict access to your Folders and Boards in certain ways. You are responsible for ensuring that all information regarding Users is accurate and current. You can update your User information as provided through your Account dashboard in the Visily Service or by contacting Visily at support@visily.ai.  Your and your Users’ protection of their IDs, passwords and identifying information is an integral part of maintaining the privacy and integrity of data in the Visily Service. You shall keep confidential and not disclose, nor permit any User to disclose, any such information to third parties. You shall notify Visily immediately at support@visily.ai of any unauthorized use of any User information or any other known or suspected breach of security with respect to your use of the Visily Service. You are responsible for ensuring that all Users comply with the terms of this Agreement and for all activities of Users and others that occur through your Account. 

Use of Visily Service. Subject to the terms and conditions of this Agreement, Visily grants you a nonexclusive, nontransferable, nonsublicensable license for you (and if applicable, your Users) to use the Visily Service during the term of this Agreement for your or your organization’s internal business or non-commercial purposes solely to generate Output (defined below). You (and if applicable, your Users) may access and use the Documentation solely in connection with their permitted use of the Visily Service. 

Visily Content. Visily makes available certain preconfigured screens and templates (“Templates”) as part of the Visily Service. “Visily Content” means those Templates and other stock icons, graphics, and material owned by Visily and made available for use as part of the Visily Service. Subject to the terms and conditions of this Agreement, Visily grants you a nonexclusive, nontransferable, nonsublicensable license for you (and if applicable, your Users) to copy, display, customize, and distribute the Visily Content solely as part of any Output you generate as part of the Visily Service. You may not share, sublicense, resell, transfer, distribute, or otherwise provide access to Visily Content outside of your permitted use of the Visily Service and your generated Output. For example, you are not allowed to provide the Templates to others for their general use or distribute the Templates apart from your Output. 

Third Party Content.  Through the Visily Service, you also may be able to access third party images, icons and other content that are public domain, licensed through the Creative Commons, or otherwise licensed by third parties (“Third Party Content”), such as Pixabay and Pexels. Third Party Content is not Visily Content. Third Party Content is the property of its respective owners or is in the public domain. Your use of any Third Party Content is governed separately by the license and other terms for that Third Party Content (and not by the terms of in this Agreement). It is your responsibility to read and evaluate the licenses and terms of use for that Third Party Content and ensuring they are sufficient for your use.  Visily is not responsible for Third Party Content.

Usage Data. As a part of the Visily Service, Visily and its service providers may collect, process, store, modify, aggregate and otherwise use statistics and other data regarding your use of the Visily Service, such as the frequency of your engagement with the Visily Service, the features within the Visily Service that Users access, numbers and types of errors, and the like (“Usage Data”). Usage Data does not include Your Content (defined below) itself or your Account information. Visily owns and retains all rights in the Usage Data and any resulting aggregations, but Visily will not publish Usage Data or any resulting aggregation in a manner that identifies you or your Users as the source or that discloses Your Content or your Account Information without your prior consent. 

Limitations on Use. The Documentation contains requirements for and guides for the use of the Visily Service.  Your use is subject to the requirements and limitations in the Documentation and the other limitations on the Visily Service for the plan you have subscribed to. You shall not use the Visily Service in a manner that violates any laws, infringes the rights of anyone, or damages any person or property.  In addition, you may not use the Visily Service for purposes of monitoring the Visily Service’s performance or functionality or for any other benchmarking or competitive purposes. 

Your Warranties. Visily relies on you to monitor what you provide to the Visily Service. You represent and warrant that (a) you have the right to use and provide to Visily for use as described in this Agreement any information and content you provide, and (b) none of content or information you provide will (i) with the exception of your Account Information, contain personal information protected by law, including without limitation any sensitive personal information, protected health information or nonpublic personal information (as those terms are defined by applicable law), (ii) contain any virus, malware, or anything else that may disrupt, damage, or adversely affect any software, hardware, telecommunications equipment or data of Visily or any third party, or (iii) be defamatory, obscene, or violate the rights of others or applicable law.

RESERVATION OF RIGHTS. Except for the limited rights expressly granted in this Agreement, Visily reserves all rights, title and interest in and to the Visily Service, and the Visily Content, technology, and other materials included in or comprising the Visily Service, and all related intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing and in addition to other limitations in this Agreement, you may not (a) resell, distribute, sublicense, copy, modify, or publicly display the Visily Service or Visily Content; (b) use the Visily Service on behalf of any third party; (c) decompile or reverse engineer any software used to provide Visily Service; (d) remove any proprietary rights notices on the Documentation, Visily Content, or any displays of any portions of Visily Service (e.g., screen shots); or (e) attempt to gain unauthorized access to the Visily Service or circumvent any security measures within the Visily Service. 

SUPPORT. If you purchase a Visily Service plan through your Account, then the support offerings will be available based on the Visily Service plan that you selected. Visily may make available additional publicly available online support FAQs, Documentation and similar resources for the Visily Service through Visily’s Web site (https://www.visily.ai/help-center/). Use of these resources is further subject to the general terms of use and Privacy Policy available on Visily’s Web site.  

YOUR CONTENT AND ACCOUNT INFORMATION.

Your Content. “Your Content” consists of the prompts, screenshots, instructions and similar information you input into the Visily Service (“Input”) and the resulting code, wireframes, content and similar materials that are output from the Visily Service in response to your Input (“Output”). For clarity, Your Content does not include the Visily Content or Third Party Content. Visily does not claim any ownership in Your Content, and to the extent any copyrights or other intellectual property rights in Your Content vest in Visily as a result your use of the Visily Service, Visily assigns to you all such right, title or interest Visily has in Your Content. You hereby grant to Visily and its affiliates a perpetual, worldwide, and royalty-free right to copy, modify, display, transmit, perform, and otherwise use Your Content as necessary to provide the Visily Service and to diagnose, maintain, and support the Visily Service (e.g., helping you resolve issues you may be having with the Service). 

Account Information. Visily will use commercially reasonable efforts to maintain as confidential your Account Information. Visily may use your Account Information as necessary to provide the Visily Service to you, to contact you or a User regarding Visily products and services, and for any other purpose permitted under law and our Privacy Policy located here: https://www.visily.ai/privacy-policy/.  

General Use by Visily. You acknowledge that Visily may use third party service providers for some or all of the operations that make available the Visily Service. Visily may transfer Your Content and Account Information to a third party in connection with (a) a permitted assignment of this Agreement or (b) a delegation of hosting, transmission or other duties, as long as the third party provider agrees to abide by confidentiality obligations similar to the ones contained in this Agreement. In addition, Visily may disclose Your Content and Account Information if required by law or to any government body upon its audit or other inspection of the records or facilities of Visily or its providers.

SUGGESTIONS. You grant Visily a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Visily Service any suggestions, enhancement requests, recommendations or other feedback provided by you, including your Users, relating to the Visily Service (“Feedback”). Visily may use and incorporate any Feedback without any compensation or acknowledgment to you.

FEES AND PAYMENT.

Fees and Pricing. Prices and pricing plans for the Visily Service are made available at https://www.visily.ai/pricing. When you purchase a paid subscription under your Account, you will then pay the fees applicable to your Visily Service subscription. Visily may increase the prices at any time by posting notice through the Visily Service.  

Payment. If you are paying by credit card, you authorize Visily to bill the fees to the credit card you provide when they are due. Visily’s acceptance of a credit card does not relieve you from any obligation to pay for the use of the Visily Service. Visily uses third party payment processors for credit card payment, and you consent to Visily’s use and the provision of your Account Information as necessary for their processing. Visily may invoice you for amounts due if credit card payment is not effective for any reason. If Visily will invoice you for fees, then you shall pay any invoice within 30 days of the date of invoice. You shall pay interest in the greater of 1.5% per month or the highest amount allowed by law on any amounts not received when due. Fees are exclusive of taxes unless otherwise expressly indicated. You shall pay all applicable sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Visily or by any authority in connection with or arising from the use of the Visily Service, excluding taxes based upon Visily’s net income. All fees are nonrefundable. 

DISCLAIMERS. 

General. The Visily Service is provided without warranty of any kind, whether express or implied. to the fullest extent permitted by applicable law, Visily disclaims any and all warranties and conditions including (i) that the Visily Service will meet your requirements; (ii) the availability, accuracy, security, usefulness, timeliness, or informational content of the Visily Service; (iii) implied warranties of non-infringement, merchantability, satisfactory quality, and fitness for a particular purpose; or (iv) that the Visily Service will be secure, uninterrupted, virus-free or error-free. 

Your Responsibility for Your Content. The copyrightability and intellectual property status of works generated by artificial intelligence are not settled and may vary by jurisdiction. In addition, your Input may be similar to the input of other users of the Visily Service, and your Output may also be similar. Visily provides no promise, advice, or opinion on whether or to what extent the Output you generate using the Visily Service is unique, copyrightable or protectible under intellectual property laws. Visily encourages you to consult with legal counsel regarding such matters. In addition, you are responsible for the Input and for ensuring that the Input, the purposes for which you use the Visily Service, and your Output conform to applicable law, industry standards, and any of your policies, and respect the rights of others. Visily does not provide advice regarding the law, regulations, or industry standards, and you should not rely on Visily for any of the foregoing. Visily encourages you to have appropriate policies and procedures regarding your use of artificial intelligence and Your Content. 

INDEMNIFICATION. You hereby release, indemnify, and hold harmless Visily, its affiliates, and its and their respective officers, directors, employees and agents harmless from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your breach of this Agreement, (b) your violation of any rights of a third party or applicable law, or (c) Visily’s use of Your Content and Account Information as permitted under this Agreement.

LIMITATION OF LIABILITY. Visily, its affiliates, and its and their officers, directors, employees and agents, will not be liable for any of the following in any way connected with the Visily Service or this Agreement: (a) any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, use, or data, even if Visily has been advised of the possibilities of those damages, or (b) any amount exceeding the greater of (1) fees you have paid to Visily for the Visily Service in the 12 months immediately preceding the claim or cause of action or (2) US$100. Certain jurisdictions do not allow the exclusion or limitation of certain damages, so this section may not apply to you if and to the extent not allowed by law. 

SUSPENSION OF ACCESS. Visily may suspend your or any User’s access to the Visily Service for any violation of this Agreement or if Visily reasonably believes that your or your Users’ activity is harming the Visily Service or the rights or property of any person. You acknowledge that access to Your Content residing in the Visily Service or any other use of the Visily Service may be limited or unavailable during any suspension. Visily may exercise these suspension rights prior to exercising its rights under the termination provisions of this Agreement and without prior notice to you. Unless the Agreement is terminated, Visily will remove the suspension upon resolution of the cause of the suspension. 

TERM AND TERMINATION. You may select the term of your subscription to the Visily Service (either through your Account or separately via a written order with Visily); when you first register, the default subscription term is annual. The “Subscription Term” means the subscription period that you have selected for the Visily Service (either in a written order executed with Visily or indicated in your Account). The Subscription Term will automatically renew for additional periods equal to your initial subscription period (for example, if your Subscription Term is monthly, then your subscription will renew on a month-to-month basis, cancellable as described below). You may cancel your Visily Service for any reason at any time by through the “Billing and Plans” section of your Account; canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged for the current Subscription Term. Visily may also cancel your Visily Service by notifying you, but cancellation will not be effective until the end of the then-current Subscription Term. In addition, Visily may terminate this Agreement and the Visily Service upon your breach of any of the terms contained in this Agreement if the breach is not cured within 10 days of Visily’s notice of the breach.  

TERMINATION FOR LEGAL CHANGES. Visily may modify or terminate the Visily Service (or any component of it) if any change in law, regulation, or similar requirement prevents or hinders Visily from providing the Visily Service to you. If Visiliy terminates the Visily Service for that reason, then Visily will notify you, and Visily will provide you, as your sole remedy, a return of a pro-rata amount of any prepaid subscription fees based on the remaining period in your Subscription Term.

EFFECT OF TERMINATION. Upon termination of your Visily Service for any reason, there is no refund of any fees (except as expressly set forth in these Terms of Service), and you will no longer be able to use the Visily Service. Visily may retain copies of Your Content for up to 12 months after termination unless you notify Visily requesting deletion of Your Content earlier; in addition, Visily may continue to retain Your Content to the extent Visily is required by applicable law, regulation or legal hold. The following sections of this Agreement survive termination in full force and effect: RESERVATION OF RIGHTS, CONTENT AND DATA, FEES AND PAYMENT, DISCLAIMERS, INDEMNIFICATION, LIMITATION OF LIABILITY, EFFECT OF TERMINATION, ARBITRATION, GOVERNING LAW AND LANGUAGE, LIMITATION OF ACTIONS, AND MISCELLANEOUS.

PUBLICITY. You give Visily permission to reference you and your organization as a Visily customer in Visily’s advertising and marketing. You may revoke this right at any time by notifying Visily at legal@visily.ai.

ARBITRATION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW THE CLAIMS YOU AND VISILY HAVE AGAINST EACH OTHER ARE RESOLVED. 

Class Action Waiver. You and Visily agree that either may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, representative, or private attorney general action or proceeding. The arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief cannot affect other Visily users or customers. If a court decides that applicable law precludes enforcement of any of this paragraph’s prohibitions on class, representative, or private attorney general actions or proceedings as to any claim, then that claim (and only that claim) must be severed from the arbitration and resolved in court, subject to right to appeal the court’s decisions, after all other claims have been arbitrated.

Agreement to Arbitrate. Except as set forth below, all claims and disputes arising out of or relating in any way to these Terms of Service or the Visily Service between Visily and you are to be settled by final and binding arbitration. The FAA governs the interpretation and enforcement of this agreement to arbitrate. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should also apply these Terms of Service as a court would. All issues are for the arbitrator to decide, except that issues relating to the interpretation or enforceability of the Class Action Waiver paragraph above will be resolved by a court of competent jurisdiction. Other than issues related to the Class Action Waiver paragraph above, the arbitrator shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate or of this Agreement. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this agreement to arbitrate. The AAA’s Supplementary Rules for Class Arbitrations will not apply. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. 

A party who intends to seek arbitration must first notify the other in writing of its intent to file for arbitration. A notice to Visily should be sent to Visily per the COMMUNICATIONS section below. Visily will send any notice to you to the physical address or email address on file associated with your Account. If you and Visily are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or Visily may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must provide a copy of the completed form to the opposing party. 

If you are an individual, the arbitration shall be held in the county in which you reside or at another mutually agreed location. If you are an organization, then the arbitration will be conducted in Atlanta, Georgia, USA. If the value of the relief sought is $10,000 or less, you or Visily may elect to have the arbitration conducted by telephone or based solely on written submissions, subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you and/or Visily may attend by telephone, unless the arbitrator requires otherwise. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

The arbitrator’s decision and award shall be in writing, final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. 

Exceptions to Arbitration. In lieu of arbitration, either you or Visily may bring an individual claim in small claims court consistent with any applicable rules that may apply. If you are an individual consumer who is a non-US resident, where local laws require that you be allowed to bring a claim through a local court or other body instead of arbitration, you may do so. Additionally, Visily may bring injunctive or other equitable relief to stop unauthorized use or abuse of the Visily Service or intellectual property infringement.

Severability. With the exception of any of the provisions in the Class Action Waiver paragraph above, if an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate will still apply.

GOVERNING LAW, VENUE, AND LANGUAGE. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. Except as set forth in the ARBITRATION section, the exclusive jurisdiction and venue for all actions relating in any manner to this Agreement in any court of competent jurisdiction located in Fulton County, Georgia, USA.  Each party hereby consents and submits to the in personam jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations are not to be construed as official or original versions of the documents. 

LIMITATION OF ACTIONS. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued. 

U.S. GOVERNMENT END USE PROVISIONS. The following applies to all acquisitions of the Visily Service and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government.  The Visily Service and Documentation and services utilizing the Visily Service and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Visily Service and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Visily Service and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

COMMUNICATIONS. Any notices to Visily regarding this Agreement should be sent to legal@visily.ai. Visily may contact and notify you at the email address you provided to us in your Account Information.

CHANGES. Visily reserves the right to change these Terms of Service from time to time without advance notice by posting the changes at https://www.visily.ai/terms-of-service. We encourage you to periodically visit that page to check for any changes. You acknowledge and agree that you will be bound by the amended Agreement terms if you continue to access or use the Visily Service after the change is posted and that it is not necessary for you to accept the updated Terms of Service in order for the change to be valid and effective. 

MISCELLANEOUS. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the waiving party. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Visily. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void. Visily may assign this Agreement in whole or in part without notice to you. This Agreement constitutes the entire agreement between you and Visily on the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals with respect to the subject matter of this Agreement.