By continuing to use Verbal Visual, you're agreeing to the terms in place each time you create new content.

 

1. By using Verbal Visual’s platform and community forums, you are agreeing to the following terms and conditions on this page.

These Terms apply to anyone who uses Verbal Visual.

We're in this together.

We aim to support high-quality, original and useful lifestyle content that real readers will be glad to land on. So, in addition to enforcing our TOS, we reserve the right to unpublish content that have shallow or lower-quality writing, as well as lenses that point to other sites that have been flagged as low quality or spam.

 

2. The big picture: Description of Service

 

If a user fails to follow these rules below, Verbal Visual can discontinue their ability to use the Service entirely. In addition, we have the right to delete your account and corresponding sites without notice if we see evidence of clear abuse or other inappropriate activity.

Registering: You agree that you are at least 18 years of age on the date that you registered with Verbal Visual, or that you have a parent who has written a note to us here to proxy for your participation in the site. If any information that you provide during registration is not accurate (or if Verbal Visual has reasonable grounds to believe so), then as detailed further below under "Termination," Verbal Visual has the right to suspend or terminate your account and refuse to grant you further access to the Service.

You will be responsible for any activities that take place under your name and password, or that take place on or via any of your pages. If you become aware of any unauthorized use of your password or account, or any other breach of security, please cancel your pages immediately. It is up to you to maintain the confidentiality of your password and account. Verbal Visual is not liable for any loss or damage arising from your failure to comply with the provisions of these Terms.

Privacy: You also understand and agree that as part of the Service, you may receive certain communications from Verbal Visual, such as account creation confirmations, royalty statements, service announcements, administrative messages and any of the opt-in Verbal Visual newsletters. You will be able to opt out of most of these communications, but not others (such as ones concerning your account and your royalties). We'll promise to keep notes from us at a minimum (we don't like crowded inboxes, either!). If you don't want to receive ANY messages from us, ever, you will need to cancel your account. Sorry.

And, of course, Verbal Visual promises to never ever ever (did we mention ever?) rent or sell your personal information, and you will never receive email from a third party as a result of your relationship with us, unless we explicitly ask and you explicitly opt in to do so.

When becoming a member, you have the ability to turn ON a feature called "contact me"--this function allows people to send emails to you, without seeing your email address. The feature starts turned off, to protect you. You have the right to be contacted by readers with questions or comments. You also have the right not to. It's up to you to manage any email you get from your readers; Verbal Visual cannot mediate email disputes that happen in your personal inbox.

 

3. The rules

Here are the big picture rules. Please remember that Verbal Visual reserves the right to cancel your account if we suspect that you're spamming, sharing illegal content, abusing or maligning another community member or individual, or any other activities that don't fit the spirit of the site. We promise not to do this without fair cause. By following the below rules, we're betting you'll be just fine.

You are solely responsible for your conduct and any data, text, information, screen names, links, graphics, photos, profiles, audio and video clips, and links that you submit, post and display on your page and the Service.

You cannot Spam. We hate Spam. Everyone hates Spam. Meet our Zero Tolerance Policy: You cannot modify, adapt or hack the Verbal Visual website, your own pages, or anyone else's pages. You also cannot use your Verbal Visual pages or our platform to spam or attack others online, on the site or off. This includes such behavior as automatically redirecting traffic from your pages to other pages, introducing viruses to the site, spamming bloggers, email spam to other members or others, and more. If our community reports you for this activity--even if your pages and actions just SMELL spammy, you'll likely have your account deleted.

You also cannot create spam pages (multiple pages that carry the same content, pages that are irrelevant to the topic, pages that are lifted from other sites, Verbal Visual accounts with several pages devoid of multiple modules of handpicked content, accounts trying to promote the same service on hundreds of matching pages, or anything the Verbal Visual officials deem to be Spam). Period.

We run regular and periodic reviews of pages to enforce our policies, including (but not limited to): acting against known spam content, locking pages on topics we can't support, 'doorway' pages that exist solely to promote an affiliate program, and most recently we have also

increased our systematic intolerance of aggressively duplicated (unoriginal) content, article spinning (yikes), and plagiarism. We aim to support high-quality, original and useful lifestyle content that real readers will be glad to land on. So, in addition to enforcing our TOS, we reserve the right to unpublish pages that have shallow or lower-quality writing, as well as pages that point to other sites that have been flagged as low quality or spam.

You must not abuse, harass, threaten, malign, flame or intimidate other members, staff, others who use the Service, bloggers or others online. Nor may you upload, post or otherwise include any Content that is defamatory, libelous, tortuous, vulgar, obscene, invasive of privacy, racially or ethnically objectionable, hateful, promotes or provides instructional information about illegal activities, or promotes any act of cruelty to animals.

You must not impersonate another member or any official of Verbal Visual. This also extends to falsely claiming you are someone you are not, one of CEO or anyone else, if you trick someone into thinking you're something you're not, we'll lock your account.

Thou shalt not create X-rated pages. Creating X-rated pages may result in having your lens or entire account locked and/or deleted. Your member bio pictures MUST be G-rated. Using R or X-rated avatars may result in having your entire account deleted. If Verbal Visual sees your pages to be grossly miss categorized, we reserve the right to re-categorize your lens right away or lock it. You cannot create pages or use the Service for any illegal or unauthorized purpose, or to promote or make solicitations for any illegal or unauthorized activity.

You cannot use the Service to distribute, share or solicit Content belonging to third parties without proper authorization from the owner(s) of that Content. You must respect the proprietary and intellectual property rights of others (including trademark, copyright and trade secrecy) in creating your pages.

You must not, in the use of VerbalVisual, violate any Federal, state or local laws. If you are creating a member page outside of the United States, you must comply with all local laws regarding online conduct and acceptable content.

The Verbal Visual Respect Everyone Policy: You cannot abuse other members, bloggers, organizations and individuals online and off, harming their pages for your own gain, publicly maligning other members of the community, emailing threatening notes to members.  If our forum moderators or community report you for these activities, your pages could get locked or deleted.

You cannot transmit content in breach of a confidentiality or fiduciary obligation you may have.

We've said this already but it's worth saying again: You cannot attempt to automatically redirect surfers to other domains, mislead surfers of the origins of the Content contained in your pages, or use your pages as storage for remote loading or to a website outside of the Verbal Visual  website.

You cannot manipulate any of our affiliate partners by purchasing items from your own pages in order to snag an extra commission. This will result in defaulting your royalties to charity.

You may not develop restricted or password-only pages, or hidden pages or images (those not linked to from another accessible page).

You cannot interfere with or disrupt the Service, or any servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

You cannot collect or store personal data about other users, except that you may encourage surfers to contact you and you may, in return, contact them back.

Some topics are just irresistible to spammers. These are topics that don't generally exist in the real world, that aren't particularly useful, and that are very profitable to people who spam. So, here's where we draw the line between junk and spam. There are topics we're just not going to let people write about. We wish we didn't have to do that, but it's the best plan available to remove the bad actors that want to take advantage, while keeping the site open for passionate people of all stripes. So the deal is: you can't build any content in these areas on Verbal Visual. If you are interested in these areas, it's entirely possible you will bump into our filter, and if you do, we hope you'll just walk away, not try to be clever and get around it. Hey, there must be other things you're passionate about in this world. Even better, we hope that 99% of you won't even know it's there.

If your page exists to send people to a site that offers illegal downloads of movies, games, or music, we will suspend it, and will probably suspend ALL your pages. It's a violation of the DMCA and our policies. We understand that more options are becoming available to watch TV shows and movies online, some paid and some free. However, writing pages about this topic can be tricky. These pages are almost always flagged and locked by our community for appearing to be a violation of our TOS and DMCA laws. If you choose to create lenses about free online media sources, please keep in mind:

If we doubt your resource, or if your page is reported as spam, we may end up locking your page, possibly for good. If you actively spam, regardless of your topic, your page will probably be locked for good.

The most successful pages revolve around plenty of great ways to uses links as resources, and if your page has no original content, it could get flagged or locked.

Even further clarification of our Terms of Service for those that need it to be clarified:

If you make pages filled with repetitive language designed to bait the search engines, we'll probably delete it. We are looking for useful, updated material that is written by a person, for a person.

If you make lots and lots of cookie cutter pages, each one mirroring the next, we will probably delete them.

Hosting content used without permission, copied and pasted articles, and/or uncredited images and language is against our TOS. For best results, just be you. Yup, we're more strict than the law states, and we also don't allow PLRs, purchased articles, etc. If you didn't write it, it isn't yours to use.

 

4. The content: who owns it?

As a member, you will be able to incorporate various forms of Content into your pages. Verbal Visual does not claim ownership of the Content you place on your pages. The Content will be owned by you or a third party from whom you got permission to post the content. By placing Content on your pages, however, you grant Verbal Visual a worldwide, royalty-free, and non-exclusive license, for as long as your page is displayed on Verbal Visual, to reproduce, display, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your pages on Verbal Visual. Verbal Visual may preserve and store Content, and may also disclose Content if required to do so by law or if Verbal Visual believes in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (e.g., subpoenas); (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Verbal Visual, its users and the public.

The member, and not Verbal Visual, will be fully responsible for all Content that is uploaded, posted, transmitted or otherwise made available by the member on his or her Lens. Verbal Visual cannot guarantee the accuracy, integrity or quality of such Content. Verbal Visual does not pre-screen Content, but will have the right (but not the obligation) in its sole discretion to refuse or remove any Content in a Lens for any reason, including Content that may violate these Terms, or that is otherwise objectionable. Verbal Visual also cannot take responsibility for anything that your surfers may do in reliance on the Content you post in your pages. Bottom line: put it on your pages, you're responsible.

Verbal Visual provides pre-built modules that make it easy for you to find and add links to various sites. However, just because we provide these modules does not mean we are responsible for their accuracy. The member is still responsible for what links he or she elects to put in his or her link.

 

1.            About royalties

As a co-op, Verbal Visual distributes 50% of its earnings from pages to members who create successful pages on the site. By registering for Verbal Visual as a member, you are appointing Verbal Visual as your agent to handle all Service transactions. Revenue from Postcards is not shared.

Many of our members earmark their earnings for charity, and the Verbal Visual Team also makes donations to worthy causes throughout the year. We hope you'll join us in creating positive change in the world.

When money generated by members arrives at Verbal Visual headquarters, we immediately (without taking any deductions of any kind) earmark half of it (that's 50% for those of you using a calculator at home) for our members. Many of them have marked this royalty to go to charity, while some get the money directly by Paypal.

It's entirely possible that things will occur that will make it, in Verbal Visual sole discretion, impossible to maintain the structure described in this document. Hey, we're a startup, and we've taken zero venture capital. We may, for example, have to change the percentages or details of the CO-OP. We agree that we will not make any financial changes retroactively. Any changes will be for future payments. If we do need to change any significant terms, we will notify you by email before any change occurs. At that point, you will have the option of removing your Lens from the Service if you choose to stop working with the CO-OP under the new structure.

There are two kinds of earnings available in the site: The Verbal Visual CO-OP divides incoming revenue into two piles. The first pile we call "pooled revenue." This is revenue that is not directly attributable by Verbal Visual to a particular page. For example, when we sell sponsorship ads on a Search Results page. Or when an affiliate is paying us income based on our overall performance, as opposed to performance of one trackable pages. The most usual case of this is the Google Adsense ads, or other display ads, that we feature on your lenses. To prevent clickfraud, all ad revenue is pooled, and then distributed to the community according to a structure that pays the best performing pages the most. Please note that per our partnership with Google AdSense, if they ask us to remove ads or lock a lens that is promoting illegal activity or featuring content that violates our agreement with them, we will act to lock your pages from view and will always let you know when we do. Furthermore, Google AdSense determines the type of ads that show up on pages, based on the content and tags you have put on the page. They may also turn on "interest-based advertising" as part of the AdSense program, which is a system that attempts to increase relevance of ads for your readers, based on other ads they've clicked in the AdSense network. As per Google: "Interest-based advertising will allow advertisers to show ads based on a user's previous interactions with them, such as visits to advertiser website and also to reach users based on their interests (e.g. "sports enthusiast"). To develop interest categories, we will recognize the types of web pages users visit throughout the Google content network. As an example, if they visit a number of sports pages, we will add them to the "sports enthusiast" interest category."

The second pile of earnings generated on the Verbal Visual platform we call "attributable revenue." This, you've probably guessed, is revenue that we choose to track directly to a particular page. So if you feature an Amazon item on your lens, using our Amazon module, and someone buys that product from your page... you get a direct 50% cut of the revenue we receive from the sale. It's not pooled for the rest of the community--it's yours.

We haven't yet, but we reserve the right to use pooled revenue to pay our overhead and then allocate pay it to pages based on their page and traffic. We may also use attributable revenue to pay any remaining overhead and then distribute the CO-OP share (50%) directly to the pages that earned it.

Your Reported Earnings. When you register for CO-OP Services, Verbal Visual will establish an earnings account for you as part of your Verbal Visual account). This will hold any revenues generated from the use of the CO-OP Services on your pages (the "Earnings"). Any Earnings in your Verbal Visual Earnings Account will not be held in an interest-bearing account and will not bear interest. Verbal Visual may adjust, both up or down, any reported Earnings balances as may be necessary or required to reflect payment adjustments implemented, failures to pay, or other reasons caused, by third parties. The reports of Earnings set forth in your Verbal Visual Earnings Account will include such information as will be determined by Verbal Visual from time to time in its sole discretion, and will be conclusive, final and binding on you.

In the event that your use of CO-OP Services has terminated, Verbal Visual will pay your earned balance (net of offset for fees and other deductions) to you within approximately ninety (90) days after the end of the calendar quarter in which such termination occurred. If your earned balance after termination is less than $15, we will donate that balance to the charity pool.

 

Forfeiture of Earnings.

There are several ways in which you may lose your ability to access, use, or withdraw your reported Earnings from your Verbal Visual Earnings Account. These include, without limitation, the following:

* If you in any way violate or otherwise breach these Terms of Service;

* If you engage in any activity intended to, or the result of which could or would, defraud Verbal Visual or any third party, including, without limitation, with respect to any advertising activity arising on your Lens, taking any action (or authorizing any third party to take any action) to inflate or otherwise manipulate traffic or click-through counts from your pages to participating advertisers or merchants, or otherwise attempting, in Verbal Visual’s good faith judgment, to simulate artificially the behavior or activity of an individual live Web user.

* If you list items for sale via an affiliate partner (like eBay or Amazon) just to buy from them yourself and otherwise inflate your commissions;

* It's important to note that if you go more than twelve months without reaching a payout, we'll assume you've abandoned your account and that money will be returned to our system and applied to our overhead and our charity fund.

In the event of any downtime of the site, or a glitch that prevents us from updating, or any other technical problem the site may undergo, Verbal Visual, as a free service, is not responsible for compensating members for perceived loss of royalty potential. We historically go out of our way to make it up to our members, in your favor, when there is a demonstrable and specific and individual royalty glitch. But by default we cannot treat earning potential the same as actual recorded royalties earned.

By using the CO-OP services, you acknowledge and agree that Verbal Visual will not be responsible for, and will not be obligated in any manner to repay you for, any lost earnings.

Royalties are paid only via PayPal at this time. If you're unable to use PayPal in your country, you can set your earnings to be sent to one of our worthwhile charities. All members are responsible for making sure their PayPal address on file with us is correct and current. Payments that go unclaimed and are returned to us will be rolled over into our Verbal Visual Charity Fund.

 

Learn more at Payment FAQ

2.            Resale of service

You agree not to reproduce, duplicate, copy, or exploit any portion of the Service, use of the Service, or access to the Service, other than through the display and use of your lens. This means you agree not to hijack content from other pages, plagiarize, set up false accounts, spam or hack pages, duplicate pages on other services, or exploit other users by selling them false information or services about Verbal Visual. However, you have our approval to start a service or services offering page-building, page analysis, page inspiration, and page leveraging services to the public. If you do, you may use our logo, but you must not call yourself an official Verbal Visual resource or otherwise impersonate our staff. And, if you do run a resource like this and charge for it, we'd consider it a tremendous favor if you'd donate a portion of your earnings to charity. You're also welcome to collaborate on, sell, or donate your pages to another member, assuming that that member also abides by these Terms of Service.

Prohibited uses: Verbal Visual is designed to permit users to share information that is important to them. It's built around individuals and their passions. You're not permitted to spam Verbal Visual to create pages for hire in order to generate web traffic and SEO rankings. It is fine to use Verbal Visual to create lenses about your business or even for your clients, but you may not cross the line and start creating pages in bulk.

 

7. Verbal Visual can modify or discontinue the service

Verbal Visual reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice, without liability to you or any third party.

 

8. External software

You may not use external services, software or networks to automatically create or to augment your creation of pages.

 

9. Verbal Visual can terminate your use of the service

Verbal Visual, in its sole discretion, may terminate your password, account or use of or access to the Service (including CO-OP Services), and remove and discard any pages, for any reason. Some of the more likely reasons for termination are inaccurate information in the registration form, or harassment of other members (this is a BIG no no), Verbal Visual staff, bloggers and other individuals online. More reasons include hacking pages or the Service, automatically redirecting page traffic to another site, spamming people on and off the site, illegal transactions via Verbal Visual, and otherwise acting in violation of the terms or the spirit of these Terms of Service or other policies making a member a fine, upstanding member of the Verbal Visual community. If Verbal Visual terminates your use of the Service, then your pages may be immediately taken down, and your Verbal Visual Earnings Account may be closed (and donated to charity). In this event, Verbal Visual will not be responsible to you or any third party for any termination of your access to the Service. (So, if you sell your pages, make sure the buyer knows this stuff).

 

10. Verbal Visual proprietary rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws.

 

11. Disclaimer of warranties

The Service is provided on an "as is" and "as available" basis. We're not perfect, but we're getting better every day! You expressly understand and agree that your use of the Service is at your sole risk. Verbal Visual expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Verbal Visual makes no warranty that the service will be uninterrupted, timely, secure, or error-free, or that the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or that any errors in the software will be corrected.

 

12. Limitation of liability

You expressly understand and agree that Verbal Visual 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 advised of the possibility of such damages), resulting from the use or the inability to use the Service, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party on the Service, or any other matter relating to the Service.

 

13. Miscellaneous, but important, terms

These Terms of Service and the relationship between you and Verbal Visual will be governed by the laws of the State of California without regard to its conflict of law provisions. The failure of Verbal Visual to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. These Terms of Service, together with any other agreements incorporated by reference in these Terms of Service or entered into between you and Verbal Visual in connection with your registration as a member, constitute the entire agreement between you and Verbal Visual and govern your use of the Service, superseding any prior agreements between you and Verbal Visual. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Verbal Visual services (such as CO-OP Services), third-party content or third-party software. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

14. Dispute resolution

By accepting these Terms of Service, you acknowledge that as a CO-OP, we're all in this together. If at any point, you feel as though you have a dispute with Verbal Visual, you agree to abide by our dispute resolution principles.

You agree to read our FAQ file to see if your question has been previously answered.

If that doesn't work, you agree to contact us, outlining your problem.

If that doesn't work, If, after two weeks, you haven't found a satisfactory resolution, you agree to submit to binding arbitration, to be conducted by a member of the American Arbitration Association, in California, at your expense. If you win, we will pay the arbitration expenses and your reasonable attorney's fees. If we win, you agree to do the same for us.

By accepting these terms, you waive your right to go to court and you explicitly waive your right to participate in a class action lawsuit.

Verbal Visual is one of many ways you can post information online, and if you find any of these conditions unacceptable, we will totally understand (though our feelings will be hurt) if you choose to use a different service.

 

15. Trademarks

The following are trademarks of Verbal Visual Media LLC:

 

1. TOS for Verbal Visual image posting

 

a.  Who can use Verbal Visual.

You may use our Products only if you can form a binding contract with Verbal Visual, and only in compliance with these Terms and all applicable laws. When you create your Verbal Visual account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. Some of our Products may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.

 

b.  Our license to you.

Subject to these Terms and our policies (including our Acceptable Usage Policy), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products.

 

c.  Commercial use of Verbal Visual.

If you want to use our Products for commercial purposes you must create a business account and agree to our Business Terms of Service.

 

2. Your Content

 

a.  Posting content

Verbal Visual allows you to post content, including photos, comments, and other materials. Anything that you post or otherwise make available on our Products is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to Verbal Visual, yet we retain the right to have others repost it and use it.

 

b.  How Verbal Visual and other users can use your content.

You grant Verbal Visual and its users a non-exclusive, royalty-free, transferable, sub licensable, worldwide license to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute your User Content on Verbal Visual solely for the purposes of operating, developing, providing, and using the Verbal Visual Products. Nothing in these Terms shall restrict other legal rights Verbal Visual may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

 

c.  How long we keep your content:

Following termination or deactivation of your account, or if you remove any User Content from Verbal Visual, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, Verbal Visual and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Verbal Visual, so that copies of content shared with others may remain after you delete the content from your account.

 

d.  Your responsibility for your content:

Verbal Visual provides a creative and positive place for you and other users to discover and share things. To keep it that way, you must abide by our Verbal Visual Etiquette and comply with our policies, including our Acceptable Use Policy. Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise use our Products without our permission.

ii. To third parties. Verbal Visual respects the rights of third party creators and content owners, and expects you to do the same. You therefore agree not to post any User Content that violates any law or infringes the rights of any third party, and do not post porn, or spam or be disrespectful to other members. .

 

e.  Feedback you provide:

We value hearing from our users, and are always interested in learning about ways we can make Verbal Visual more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Verbal Visual does not waive any rights to use similar or related Feedback previously known to Verbal Visual, or developed by its employees, or obtained from sources other than you.

 

3. Copyright Policy

Verbal Visual has adopted and implemented the Verbal Visual Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy as we respect copyrights and you should too.

 

4. Security

We care about the security of our users. While we work to protect the security of your content and account, Verbal Visual cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account and help us fight spammers by keeping these security tips in mind.

 

5. Third-party Links, Sites and Services

Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Verbal Visual. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Verbal Visual, you do so at your own risk and you agree that Verbal Visual will have no liability arising from your use of or access to any third-party website, service, or content.

 

6. Termination.

Verbal Visual may terminate or suspend this license at any time, with our without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms.

 

7. Indemnity

If you use our Products for commercial purposes in violation of Section 1(c), as determined in our sole and absolute discretion, you agree to indemnify and hold harmless Verbal Visual and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

 

8. Disclaimers

The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

VERBAL VISUAL SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Verbal Visual takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

 

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERBAL VISUAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL VERBAL VISUAL AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

 

10. Arbitration

For any dispute you have with Verbal Visual, you agree to first contact us and attempt to resolve the dispute with us informally. If Verbal Visual has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Verbal Visual agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.

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, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VERBAVISUAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

11. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in Los Angeles County, California or the United States District Court for the Southern District of California, for any actions not subject to Section 10 (Arbitration).

Our Products are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations.

 

12. General Terms

Notification Procedures and changes to these Terms. Verbal Visual reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Verbal Visual without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Verbal Visual in connection with the Products, shall constitute the entire agreement between you and Verbal Visual concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Verbal Visual’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

U.S. Government Agencies: If you are a United States federal government agency, your use of Verbal Visual is subject to our Business Terms of Service and this amendment.