Definitions

For purposes of this agreement, TuVisto LLC is referred to as “The Company” and the terms “We,” “Us,” and “Our” are used when referring to TuVisto LLC. “Site” refers to the Company’s website, which can be accessed at www.tuvisto.com. “Service” refers to the services accessed via The Company's website. “Content or User Content” refers to user generated content (UGC) which is any form of content, such as images, videos, text and audio, that have been posted by users via online platforms such as social media websites. The term “Owner Content” refers to content that You uploaded or imported into the system yourself. The terms “You”, “Your” “User”, “Site User” means you personally or the legal entity You represent (if Your registration is on behalf of an entity). In the event that You represent a legal entity, You warrant that You can legally bind the legal entity that You represent.

Site Usage and Acceptance of Agreement

You must agree to the following terms and conditions before using the Site. By accessing or using the Service, You signify Your agreement to these Terms of Use. If You do not agree to be bound by these Terms of Use in their entirety, You may not access or use the Service. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://tuvisto.com/Privacy.php REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

About the Service

Our Site is designed to help our Users better understand and manage their audience, develop their content strategy, and obtain digital media usage rights. In addition to this we help our Users better manage their digital media assets. The Service allows our Users to collect any form of media in which they have been mentioned on in selected social media platforms, curate that media and contact the media owner to obtain the media usage rights. The Service also allows Users to optimize media objects for better search engine performance and showcase selected media objects on their own websites via one of our embeddable photo galleries. Our Service is offered as a software as a service (SAAS) platform on an ‘As Is' basis and may be limited in duration or functionality. The Company expressly disclaims any and all warranties express or implied.

Registration and Security

You must be 18 years old to use the site or have written consent of Your parent or legal guardian to do so. If You are a User who signs up for the Service, You will create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company. You agree to keep Your account access information, including Your user name and password confidential, to safeguard it and Your computer(s) from access by others. You are responsible for any use of the Service made under Your username. If You become aware of or suspect any unauthorized use of Your password and/or account, or any known or suspected security breach such as disclosure or loss of Your account access information or theft of Your account information, You should notify Us immediately. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized or inappropriate use of Your member name, password and/or account.

Payments

Our Service is available in the form of subscriptions. Unless expressly agreed otherwise paid subscription fees are nonrefundable and payable via credit card, check or bank transfer. All invoices are due and payable upon receipt. If payment is not made the Company reserves the right to assess a late payment fee of 1.5% on all unpaid past due amounts, and suspend Services until payment of all past due amounts, including late payment fees and interest, is paid in full. Product upgrades and new features will be billed in addition to the standard base subscription rates and will be priced separately and at the sole discretion of the Company. The Company may offer complimentary (free or delayed payment) access to its platform for limited periods of time. All complimentary access is temporary and is subject to end without notice.

Billing and Billing Related Claims

Company’s systems are the system of record for all billing transactions. Claims for overcharges or undercharges must be made in writing within six (6) months from the date of the invoice.

Use Restrictions

Site Users agree to use due diligence when securing the digital media usage rights and You alone are solely responsible for insuring that the usage rights over the Content have been given and are valid, prior to any usage. In any event You are responsible for any copyright infringement actions or any other violations to intellectual property rights based on the image usage. The Company is merely opening a channel for communication between You and the Content creator over the User Content. You shall obtain any license or usage rights over the image from the image owner. User agrees to use the site and any images in compliance with all applicable International, Federal, State and local laws and ordinances. Site users are not allowed to modify, copy, reverse engineer, alter, resell or distribute our Service, designs, code or any aspect of the site or the images for which they receive any license.

License

Company grants to You a non-exclusive, non-transferable, non-sub licensable, non-assignable worldwide, revocable right and license to use Our Platform for Your personal use or for use by the entity You represent for the purpose of creating a connection between You and the Content creator.

Collecting Media

The Company uses the Instagram and Twitter API to access and collect data and provide a channel that allows You to communicate with media owners. It is Your responsibility to insure the validity of all agreements between You and the media creator. Your individual business practices are not under our control and We are not responsible for or make any claims regarding the accuracy or legality of any content as it relates to Your usage of our Site or Service or the media You are seeking to use. We are not associated with nor do We endorse any content associated with Your usage of our Service or any of the media You seek to use.

Media Usage and Rights

We have supplied a suggested general release for Your usage. It can be modified to meet the approval of Your own legal counsel. It is Your sole responsibility to notify the Company if You require any changes to the general media release before using it. Changes to our general release can be accommodated. Changes to the general release require customizations and will be billed separately based on the level of customization required.

Embeddable Galleries

Included in our Service are embeddable galleries where You can display media You select and upload to Your website using our Service. By placing the embeddable code on Your website You are expressly agreeing to release our Company from any claims relating to the media You have chosen for display. You're solely in control of what media is chosen and selected to be featured in the embeddable galleries. You are solely responsible for all content and associated usage rights of any media that You choose to display in the gallery.

Privacy Policy

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy which explains how We collect, use, and disclose information that pertains to Your privacy. Our Privacy Policy can be found at https://tuvisto.com/Privacy.php When You access or use the Service, You signify Your agreement to the Privacy Policy as well as the Terms of Use. We reserve the right to change The Privacy Policy at any time without notice, so please check it regularly.

Owner Content

You agree that any and all content that You import or upload for use in our Service is owned by You or You have the necessary legal usage right to the media.

Intellectual Property

You acknowledge and agree that We retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to You under these Terms of Use. You agree to remove any media that gets noticed as a possible infringement as soon as possible and refrain from any further usage until any notices or claims have been released or settled. In addition, You agree to provide a photo credit referencing the media owner in all image usage.

Notices

Notices shall be sent in writing via email and the Service’s messaging system. Such communications will constitute legal notice in any situation where legal notice is required by contract or law. The Company can be communicated at info@tuvisto.com. You shall provide Company with the correct email addresses and points of contact. It is Your responsibility to notify Company of any contact updates in writing.

Termination

We reserve the right to terminate or restrict Your access to Our platform or Services if, in our opinion, Your use of the Services may violate any laws, infringe upon another person's rights, violates the Terms of Use or is otherwise deemed to be incompatible with Company' policies in Our sole discretion. You may terminate this agreement and Your use of the Services at any time. Subscription fees paid will not be refunded.

Warranty and Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, AND YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, AND NON-INFRINGEMENT. WHILE COMPANY ENDEAVOURS TO PROVIDE ACCURATE AND CURRENT INFORMATION VIA ITS PLATFORM AND THE SERVICES, COMPANY CANNOT GUARANTEE THAT THE SERVICES WILL BE FREE FROM ERRORS. COMPANY DISCLAIMS ANY WARRANTY ON THE ACCURACY OF THE CONTENT OF THE PLATFORM AND ANY WARRANTY THAT THE SERVICE MEETS YOUR STANDARDS OR EXPECTATIONS. THE SERVICES ARE NOT WARRANTED TO BE UNINTERRUPTED OR ERROR-FREE. COMPANY IS NOT LIABLE FOR ANY INABILITY TO ACCESS OR DELAY IN ACCESSING THE SERVICES DUE TO UNAVAILABLE OR UNRELIABLE TELECOMMUNICATIONS NETWORKS OR INTERNET SERVICE PROVIDERS, INCOMPATIBLE EQUIPMENT OR SOFTWARE YOU USE FOR SUCH ACCESS, OR OTHER CAUSES BEYOND COMPANY'S CONTROL.

Limitation of Liability

In no event will Company, Company’s personnel or any of its representatives be liable for any indirect, special, consequential, incidental, punitive or exemplary damages (including but not limited to loss of business, loss of revenue, loss of profits, loss of goodwill, lost opportunity, business interruption, or loss of information) arising out of Your use of or inability to use the Services, even if Company has been advised of the possibility of such damages. COMPANY'S MAXIMUM LIABILITY, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ERRORS IN THE SERVICES IS LIMITED TO THE FEE YOU PAID AS ANNUAL SUBSCRIPTION FOR THE LAST YEAR OR YOUR LAST MONTHLY BILLING WHICHEVER IS LOWER, OR FOR FIFTY DOLLARS (USD $50.00) IN CASE OF A COMPLEMENTARY ACCOUNT. The foregoing provisions will be enforceable to the maximum extent permitted by applicable law.

Indemnification

You agree to indemnify, defend and hold harmless Company and its representatives officers and directors from all claims, losses, damages, liabilities and costs (including reasonable attorney’s fees) resulting from Your use of the Services and/or Your failure to comply with the Terms of Use or from any third-party claims, including without limitation claims for defamation, violation of rights of publicity and/or privacy, and intellectual property infringement claims brought by media owners.

Modification of Terms of Use

The Company reserves the right to modify change or amend these Terms of Use at any time and without prior notice. The Company will update these Terms of Use in its website in the event of any such amendments. The most current version of Our Terms of Use can be found clicking on a link on the bottom of each page of our site titled “Terms of Use”. It is Your sole responsibility to check the Site from time to time to view any such changes. Your continued use of the Site or the Service signifies Your agreement to our revisions to these Terms of Use. We will endeavor to notify You of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address You provided to Us upon registration. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of Our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

Governing Law

These Terms of Use are governed by the laws of Florida, without regard to conflict of law principles.

Claims

You agree that any cause of action related to or arising out of Your relationship with the Company must commence within six (6) months after the cause of action accrues. Otherwise, such cause of action is permanently barred. Any claims brought forward will be settled by arbitration in Dade County, Florida.

Assignment

We may assign or delegate these Terms of Use and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without Your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Our prior written consent, and any unauthorized assignment or delegation by You is void.

Severability

If any provision of these Terms of Use is ruled illegal, invalid or unenforceable, the validity and enforceability of the remainder of these Terms of Use will not be affected thereby; and all other provisions will be valid and enforceable to the fullest extent permitted by law.

No Waiver

No failure from Our part to exercise, nor any delay in exercising any right, or remedy under these Terms of Use shall impair or operate as a waiver thereof.

Survivability

All sections of this Terms of Use which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Our rights under these Terms of Use survive any transfer or termination of this agreement.