T&C

 


Terms & Conditions of Use

SAY IT VISUALLY, INC LICENSE AND IMAGE HOSTING AGREEMENT 

This Agreement describes your (“You(r)”) legal use of the "Campaign-Genius" service provided to You by Say It Visually, Inc. By signing, clicking “Subscribe” and/or obtaining any Content from Campaign-Genius You shall comply with this Agreement. If You are unable to comply with this Agreement or do not wish to be bound by its terms, do not use any Content or subscribe to the service.

1. Delivery. Say It Visually will deliver images based on the template(s) defined by You, and data supplied by You, for Your use. Customized versions of the template (unique images) will be generated and supplied in response to data provided for use with the template. Say It Visually may use third parties to provide Content to You (for example, content caching or payment processing), and You must comply with their policies and procedures to receive Content Access.

2. Grant of Agreement. Say It Visually has no ownership or rights in image templates. Likewise, Say It Visually claims no ownership of derived images resulting from combining template and data. By creating and using a template, you grant Say It Visually any rights required to store, modify and transmit the original template image or any derived images, and to store, modify and transmit data required to generate unique images.

3. Term and Termination. Delivery service begins on the date of subscription or use of Campaign-Genius. The agreement and any related fees will be automatically renewed based upon your subscription increment. You may terminate renewal of service within thirty (30) days at any time by notifying Say It Visually via email at help [at] sayitvisually.com or phone (888) 618-9088. Monthly plan termination will be effective within the month of notification. Say It Visually may terminate service within thirty (30) days at any time by notifying you via email or phone.

4. Indemnity. You will indemnify and hold Say It Visually harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your use of the service, including infringement of intellectual property rights, infringement of privacy rights, and infringement of commercial communication statutes, including but not limited to CAN-SPAM (US) andCASL (Canada).

5. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND Say It Visually MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND Say It Visually’s TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO Say It Visually. Say It Visually IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

6. As Is. The Service that You are licensing will be provided for review and testing prior to delivery and beginning of the Agreement term. You cannot bring a claim against Say It Visually due to any dissatisfaction of the Service if it is as it was shown prior to delivery.

7. General. You and Say It Visually are independent contractors. This agreement is governed by the laws of the state of Washington. All disputes or lawsuits between You and Say It Visually are subject to mandatory, binding arbitration which must take place in Bellingham, Washington. All arbitrations will be conducted under the Commercial Arbitration of the American Arbitration Association. Say It Visually reserves the right to obtain an injunction to prevent you from any improper use of the Service. If Say It Visually fails to enforce any of its rights under this Agreement, those rights are not waived. This agreement will be interpreted in a way that makes it valid under applicable law. If any part of this Agreement is invalid, the rest of the Agreement will remain valid. This Agreement, together with the Order Form and the Say It Visually Privacy Policy (located at www.sayitvisually.com), comprises the entire agreement between You and Say It Visually

8. Attorney Fees. In the event of a dispute relating to this Agreement, the prevailing party shall be entitled to attorneys fees and costs.

9. Customization. You have requested that Say It Visually customize the image Content. You assume responsibility for release of all rights over proprietary marks and designs requested for Your customization. You assume responsibility for the validity of data provided for customization.

10. No Results Guaranteed. You agree that Say It Visually has not made any guarantee regarding the results to be obtained by You through the use of the Content. You understand that Say It Visually has not made any representations and/or warranties regarding the appropriateness of the Content that You choose as it relates to Your business. Say It Visually had no input in Your choice of the Content which You are using through the Service.

11. Hosting Services. Say It Visually and its third party agents shall provide the Hosting Services using facilities of its choice and shall make the Services available (as limited herein and as provided herein) to You via the Internet. The Services shall allow You to provide image content via the Internet. Say It Visually will exercise reasonable care in providing the Services; however, Say It Visually does not warrant or represent that the Services will meet Customer’s capacity or performance needs. Say It Visually will strive to make the Hosting Services available for access by You and users of your Web Site(s) on a twenty-four (24) hour per day, seven (7) day per week basis, each day of the year (24x7), except during periods of scheduled maintenance and upgrades. The period for scheduled maintenance and upgrades may change as Say It Visually’s business needs change. Say It Visually reserves the right to interrupt access to the Services to perform emergency maintenance as needed. In any such circumstances, Say It Visually will use commercially reasonable measures to notify Customer via the email address or telephone number for Customer on-file with Say It Visually. Say It Visually cannot guarantee 100% server uptime, but strives to keep interruptions to the Services to a minimum.

12. Fees. In return for the grant of Agreement and Hosting Services, You agree to pay Say It Visually fees as specified in the accompanying ecommerce transaction. Content Access will be delivered upon successful subscription, including payment mechanism.
all comply with this Agreement. If You are unable to comply with this Agreement or do not wish to be bound by its terms, do not use any Content or subscribe to the service. 

1. Delivery.  Say It Visually will deliver images based on the template(s) defined by You, and data supplied by You,  for Your use. Customized versions of the template (unique images) will be generated and supplied in response to data provided for application to the template. Say It Visually may use third parties to provide Content to You (for example, content caching or payment processing), and You must comply with their policies and procedures to receive Content Access. 

2. Grant of Agreement. Say It Visually has no ownership or rights in image templates.  Likewise, Say It Visually claims no ownership of derived images resulting from combining template and data. By creating and using a template, you grant Say It Visually any rights required to store, modify and transmit the original template image or any derived images, and to store, modify and transmit data required to generate unique images.

3. Term and Termination. Delivery service begins on the date of subscription or use of Image Genius. The agreement and any related fees will be automatically renewed based upon your subscription increment. You may terminate renewal of service within thirty (30) days at any time by notifying Say It Visually via email or phone. Monthly plan termination will be effective within the month of notification;  annual plan termination will be effective within the month of notification, with a pro-rated balance refund. Say It Visually may terminate service within thirty (30) days at any time by notifying you via email or phone. 

4. Indemnity. You will indemnify and hold Say It Visually harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your use of the service, including infringement of intellectual property rights, infringement of privacy rights, and infringement of commercial communication statutes, including but not limited to CAN-SPAM (US) andCASL (Canada). 

5. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND Say It Visually MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND Say It Visually’s TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO Say It Visually. Say It Visually IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. 

6. As Is. The Service that You are licensing will be provided for review and testing prior to delivery and beginning of the Agreement term. You cannot bring a claim against Say It Visually due to any dissatisfaction of the Service if it is as it was shown prior to delivery. 

7. General. You and Say It Visually are independent contractors. This agreement is governed by the laws of the state of Washington. All disputes or lawsuits between You and Say It Visually are subject to mandatory, binding arbitration which must take place in Bellingham, Washington. All arbitrations will be conducted under the Commercial Arbitration of the American Arbitration Association. Say It Visually reserves the right to obtain an injunction to prevent you from any improper use of the Service. If Say It Visually fails to enforce any of its rights under this Agreement, those rights are not waived. This agreement will be interpreted in a way that makes it valid under applicable law. If any part of this Agreement is invalid, the rest of the Agreement will remain valid. This Agreement, together with the Order Form and the Say It Visually Privacy Policy (located at www.sayitvisually.com), comprises the entire agreement between You and Say It Visually 

8. Attorney Fees. In the event of a dispute relating to this Agreement, the prevailing party shall be entitled to attorneys fees and costs. 

9. Customization. You have requested that Say It Visually customize the image Content. You assume responsibility for release of all rights over proprietary marks and designs requested for Your customization. You assume responsibility for the validity of data provided for customization.

10. No Results Guaranteed. You agree that Say It Visually has not made any guarantee regarding the results to be obtained by You through the use of the Content. You understand that Say It Visually has not made any representations and/or warranties regarding the appropriateness of the Content that You choose as it relates to Your business. Say It Visually had no input in Your choice of the Content which You are using through the Service. 

11. Hosting Services. Say It Visually and its third party agents shall provide the Hosting Services using facilities of its choice and shall make the Services available (as limited herein and as provided herein) to You via the Internet. The Services shall allow You to provide image content via the Internet. Say It Visually will exercise reasonable care in providing the Services; however, Say It Visually does not warrant or represent that the Services will meet Customer’s capacity or performance needs. Say It Visually will strive to make the Hosting Services available for access by You and users of your Web Site(s) on a twenty-four (24) hour per day, seven (7) day per week basis, each day of the year (24x7), except during periods of scheduled maintenance and upgrades. The period for scheduled maintenance and upgrades may change as Say It Visually’s business needs change. Say It Visually reserves the right to interrupt access to the Services to perform emergency maintenance as needed. In any such circumstances, Say It Visually will use commercially reasonable measures to notify Customer via the email address or telephone number for Customer on-file with Say It Visually. Say It Visually cannot guarantee 100% server uptime, but strives to keep interruptions to the Services to a minimum. 

12. Fees. In return for the grant of Agreement & Hosting Services, You agree to pay Say It Visually fees as specified in the accompanying ecommerce transaction. Content Access will be delivered upon successful payment.