INVISR TERMS OF SERVICE

1. General Scope; Changes and Equipment

(A) Governing Terms. These Terms of Service, along with any additional terms and conditions that are referenced herein or that are presented to you elsewhere by Invisr LLC (“Invisr”, “we”, or “us”) in relation to a specific service or feature (collectively, "Terms of Service") and the Invisr Privacy Policy, set forth the terms and conditions that apply to your use of our Services.  For purposes of these Terms of Service, our Services include:

•      Our website, www.invisr.com;

•      INVISR Community;

•      INVISR Engine;

•      Easy Lists;

•      Easy Minutes;

•      Easy Time;

•      Easy CSV;

•      EdTech/Edvise;

•      Easy Configurator; and

•      Any online or mobile websites, applications and operated digital services offered by, on behalf of, or in conjunction with us, including the online or mobile website, digital service installation or application on which you are reading this Privacy Policy.

By using any of our Services, you agree to comply with all of the terms and conditions hereof. If you do not agree to these Terms of Service, you should not access or use any of our Services.

(B) Changes to Terms of Service. Invisr may modify the Terms of Service, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of any Service after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

(C) Changes to Services. We may change or discontinue any aspect, service or feature of any Service at any time, including, but not limited to, content, hours of availability, and equipment needed for access or use.

(D) Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of our Services and all charges related to the same.

2. User Content and Conduct

The following terms apply to content submitted by users, and user conduct, any Service:

By submitting any content within or in connection with a Service,

·      you agree not to upload or otherwise transmit any content that:

o   violates or infringes in any way upon the rights of others.

o   you know to be false, misleading or inaccurate.

o   violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them.

o   poses a reasonable threat to personal or public safety.

o   is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any content submitted by tou is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Invisr in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on our Services.

·      You agree not to impersonate any person or entity, including, but not limited to, Invisr or an Invisr employee, or falsely state or otherwise misrepresent your affiliation with any person or entity.

·      You agree not to upload, post or otherwise transmit any content or other materials that contain a virus or other harmful or disruptive component.

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

·      You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of a Service, use of the Service or access to the Service.

Any conduct that in our sole discretion restricts or inhibits anyone else from using or enjoying any of our Services will not be permitted. We reserve the right in our sole discretion to terminate your access to our Services for any reason.

We do not vouch for the accuracy or credibility of any of our user’s content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading or accessing user’s content.

(C) Monitoring. We shall have the right, but not the obligation, to monitor User Content posted or uploaded with respect to any our Services to determine compliance with these Terms of Service and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of user content posted or uploaded with respect to our Services, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or transfer user content with respect to our Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any of this user content at your sole cost and expense. In addition, we may share personally identifiable information in response to a law enforcement agency's request, or where we believe it is necessary, or as otherwise required or permitted by law. See the Invisr Privacy Policy for additional information.

The decision by us to monitor and/or modify user’s content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from use by you of any of our Services.

3. Copyright Ownership.

Our Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted as a collective work under the United States copyright laws. Invisr owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Invisr and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material.

4. Third Party Content.

We assist with the organization, transmission and distribution of content or information supplied by third parties and users. Any content or information provided by third parties, information providers or users of our Services, is that of the provider or user, and not ours. Neither we nor any of our Partners (as defined in our Privacy Policy) guarantees the accuracy, completeness, or usefulness of any such content or information, nor its merchantability or fitness for any particular purpose.  Under no circumstances will we be responsible or liable, directly or indirectly, for any loss or damage caused by your use or reliance on any content or information obtained through any of our Services. We are not responsible for any actions or inaction on your part based on the content or information that is presented through any of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information or other content available through any of our Services. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information or other content.

5. Disclaimer of Warranty; Limitation of Liability.

(A) YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. NEITHER WE, NOR ANY OF OUR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE, OR THEY, MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICES, OR AS TO THE ACCURACY, RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED.

(B) OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADABLE SOFTWARE, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE.

(D) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL WE, OR OUR PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF ANY SERVICES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SERVICES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHEHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF WE OR OUR PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FORGEOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT WE AND/OR OUR PRESENT OR FUTURE PARENTS AND AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SERVICES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

6. Indemnification.

You agree to defend, indemnify and hold harmless Invisr and its directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of your use or access of the Services. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with any reasonably requested assistance and cooperation with such defense.

7. Trademarks.

We own all rights to our logos and trademarks used in connection with the Services. All other logos and trademarks appearing with respect to the Services are the property of their respective owners.

8. Governing Law.

You agree that your use of any of the Services, our Terms of Service and any claim, controversy or dispute relating to our Services and our Terms of Service shall be governed by the laws of the State of New York, without regard to any conflicts of law rules, and shall be resolved solely in the federal or state courts of New York, New York.  If we prevail in court, we will be entitled to recover our legal costs, including any attorneys’ fees, in addition to any other relief.

9. Miscellaneous.

Except as otherwise provided below, these Terms of Service and any operating rules for the Services established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of Invisr, and Invisr shall have the right to assert and enforce these provisions directly or on its behalf.

If you access the Services from any location other than the United States, you accept full responsibility for compliance with all local laws. You are also subject to United States export controls and are responsible for any violations of United States embargoes or other federal rules and regulations restricting exports. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms of Use will remain binding upon the parties.

Neither Invisr nor you shall be liable for damages or for delays or failures in performance that are caused by acts or occurrences beyond our or your reasonable control, including, without limitation: fire, explosion, power failure or surge, water, terrorism, lightning, acts of God, war, revolution, any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest.  The section headings used herein are for convenience only and shall not be given any legal import.

Notwithstanding any provision of these Terms of Service or the Privacy Policy, to the extent you have entered into a valid written agreement, statement of work or other arrangement directly with us and signed by one of our authorized officers (a “Contract”), which Contract specifically governs and conflicts with the terms contained herein or in the Privacy Policy, the provisions of the Contract shall control.

 

These Terms of Service were last updated on July 6, 2016.