Website Terms of Use

Visible.xyz (including any subdomains, the “Website”) is a website belonging to and operated by Visible Ideas, Inc. (“Visible”, “Company”, “us”, “our”, and “we”). The Website provides users (“users”, “you”, and “your”) with the ability to view, access, and manage applications, data, information, text, links, graphics, photos, audio, video, or other materials stored, retrieved or appearing thereon, whether accessed through the Website or otherwise (collectively, “Services”). Certain features of the Website or certain Services may be subject to additional guidelines, terms, or rules, which will be posted on the Website or included in other agreements in connection with such features, including our Privacy and Cookies Policy (collectively, the “Visible Rules and Policies”). All such Visible Rules and Policies are incorporated by reference into these Terms of Use (the “Terms”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. EACH TIME YOU ACCESS OR USE THE WEBSITE, YOU ARE ACCEPTING THESE TERMS IN CURRENT FORM (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE IS A CONDITION TO YOUR RIGHT TO ACCESS THE WEBSITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE WEBSITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE WEBSITE AFTER SUCH BREACH.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS (SEE SECTION 5) TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

We may update the Services and any part of the Terms at any time, for any reason, at our sole discretion. Once any part of the Terms are updated and in effect, you will be bound by the Terms if you continue to use the Services, including by accessing the Website. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links). You may contact us with questions about your use of the Services at support@visible.xyz.

Use of the Services

For the avoidance of doubt, your access to the Services and the user platform (the “Platform”) for managing your Visible Account (defined in the “Account Creation” subsection below) is contingent on your maintenance of a Visible Account.

By registering for a Visible Account or using any of the Services, you agree that you have read, understood and accepted all of the terms and conditions contained in these Terms, including all Visible Rules and Policies, and you acknowledge and agree that you will be bound by these agreements and policies.

To the extent that there is a conflict between these Terms and any applicable additional terms contained in any of the other Visible Rules and Policies, these Terms will control unless expressly stated otherwise. If you don't agree with these Terms, you may not use the Services and should not visit the Website or otherwise engage with the Services.

Account Creation

In order to use certain features of the Website, including the Platform, you must register for an account (a “Visible Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.

In registering to use a Visible Account, the Website, and any Services on behalf of an entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by Visible or its affiliate entities. Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services and may be subject to additional terms and conditions.

By accessing or using the Visible Account and Services, you further represent and warrant that:

a) you are at least 18 years old and are not a Restricted Person, nor are you resident of a Restricted Territory (each as defined in Section 2 below).

b) you will not be using the Visible Account and Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including those listed in Section 2 below.

Use of certain Services may have further eligibility requirements, including certain identity verification processes listed below, that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services and may be subject to additional terms and conditions.

You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and/or the Visible Rules and Policies and that any misrepresentation by you is a violation of these Terms.

Notwithstanding the foregoing, Visible may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements. We may also, without liability to you or any third party, refuse to let you register for a Visible Account in Visible's sole discretion. We may suspend or terminate your Account in accordance with Section 7. We do not guarantee the quality or accessibility of the Services.

You may delete your Account at any time, for any reason, by following the instructions on the Website.

Registration Process; Identity Verification

You also agree to provide us and/or any service that we may direct you to, when registering a Visible Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps. You permit us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary or desirable to verify your identity or protect you, others, and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

From time to time we may be required to request further information or review or update existing information regarding your account or your transactions to comply with applicable laws and regulation, and in some cases, payment network or ACH rules. Failure to provide such information, if requested by Visible, in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Visible Account.

You represent and warrant that all information provided to us is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.

We reserve the right to maintain your account registration information after you terminate your Visible Account for business and regulatory compliance purposes, subject to applicable laws and regulation.

In order to use the payment functionality of Visible’s application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@visible.xyz.

Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read our Privacy and Cookies Policy as it provides details on how your personal information is collected, stored, protected, and used.

Security of User Information

You are responsible for keeping your email address and all other account holder information up to date in your Visible Account profile. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Visible of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Visible cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

License

Subject to these Terms, Visible grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website and/or the Platform solely for your own personal, non-commercial use.

Certain Restrictions

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sublicense, relicense, sell, resell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website, (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website, (c) you shall not access the Website in order to build a similar or competitive website, product, or service, (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, (e) you shall not use the Website and/or Platform or any information displayed thereon to create, develop, enhance, or structure any database, or to create models, analytics, derivative products, derivative datasets, or other derivative works for resale or external distribution, (f) you shall not use the Website and/or Platform or any information displayed thereon in any way that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing, (g) you shall not use the Website and/or Platform or any information displayed thereon in any way that infringes our or any other third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, (h) you shall not use the Website and/or Platform or any information displayed thereon in a manner which violates any law, statute, ordinance, or governmental regulation (including without limitation the laws and regulations governing unfair competition, anti-discrimination or false advertising), (i) you shall not publish or publicly disclose the results of any comparison of data on Website and/or Platform to any other data, (j) you shall not selectively extract data elements from Website and/or Platform for any purpose other than your own personal use, (k) you shall not use the Website and/or Platform or any information displayed thereon in connection with, or to enable development of, machine learning, rules engines, or other similar automated processes, (l) you shall not use the Website and/or Platform or any information displayed thereon (i) as a factor in establishing an individual’s eligibility for credit or insurance, (ii) in connection with underwriting individual insurance, (iii) in evaluating an individual for employment purposes, (iv) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (v) in any way that would cause the information to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; or (vi) in any other manner that would cause such use to be construed as a consumer report by any governmental authority. Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms. All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof.

Modification

Visible reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you. You agree that Visible will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof.

Fees

Visible may charge fees in connection with the Services. You agree to pay the fees shown to you, if any, or as separately agreed between you and Visible, when you enter into a transaction.

You are responsible for, and agree to pay, all fees that may be charged by your financial institution in connection with sending funds to Visible or receiving funds from Visible. Visible is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise.

No Support or Maintenance

You acknowledge and agree that Visible will have no obligation to provide you with any support or maintenance in connection with the Website.

Right to Change/Remove Features or Suspend/Delay Transactions

We reserve the right to change, suspend, or discontinue any aspect of the Services or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network or ACH rules, or violates any term of this Agreement.

Ownership

You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, and all underlying data compilations and information in the Website and its content, are all owned by Visible or Visible’s partners and/or suppliers and that these rights and this content are valuable commercial products, the development of which has involved the expenditure of substantial time and money. Neither these Terms (nor your access to the Website) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2. Visible and its partners and/or suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. Visible’s partners and/or suppliers are an express third party beneficiary to this section of these Terms.

Compliance with Applicable Law

Your use of the Services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including all applicable tax, anti-money laundering (“AML”) and know-your-customer (“KYC”) provisions.

You unequivocally agree and understand that by registering a Visible Account and using the Services or the Platform in any capacity, you will act in compliance with and be legally bound by these Terms and all applicable laws and regulations. For the avoidance of doubt, continued use of your Visible Account and Visible’s obligations to you under these Terms are conditioned on your continued compliance at all times with this Agreement and all applicable laws and regulations. Visible's AML and KYC procedures are guided by all applicable laws and regulations regarding AML and KYC. These standards are designed to prevent the use of the Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

You agree, represent, and warrant on an ongoing basis that any funds used to pay for Services or otherwise deposited in your Visible Account are not the direct or indirect proceeds of any criminal or fraudulent activity.

The Services are subject to economic sanctions programs administered in the countries where we conduct business, including those administered by the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using the Services, you represent that your actions are not in violation of such sanctions programs. Without limiting the foregoing, you may not use the Services if (i) you are located, organized, or resident in a country or territory that is, or whose government is, subject to comprehensive sanctions by OFAC, including the Russian Federation, Côte d’Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria (“Restricted Territories”), (ii) you are on the Table of Denial Orders, the Entity List, the List of Specially Designated Nationals and Blocked Persons List, Consolidated Sanctions List, or any other sanctions lists administered by OFAC (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons.

In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds from your account within a certain period of time. In certain cases, taking one or more of these actions may result in a forfeiture of some or all of your assets held with Visible. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

Restricted Activities and Prohibited Transactions

In connection with your use of the Services, we reserve the right to restrict or terminate your access from engaging with the Services. You agree not to use the Website to engage in any of the following activities (“Restricted Activities”), and you agree that we have the right to restrict or terminate your access to the Services via any technically available methods if we suspect, in our sole discretion, that you engaged in any such Restricted Activity:

• violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
• violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or any obligation or restriction imposed by any third party;
• defraud (or assist in the defrauding of) Visible or other Visible users;
• provide false, inaccurate, or misleading information;
• take any action that interferes with, intercepts, or expropriates any system, data, or information;
• partake in any transaction involving the proceeds of illegal activity;
• transmit or upload any virus, worm, or other malicious software or program;
• attempt to gain unauthorized access to other Visible Accounts, the Website, the Platform, or any related networks or systems, whether through password mining or any other means;
• use the Services on behalf of any third party or otherwise act as an intermediary between Visible and any third parties;
• harvest, collect, gather or assemble information or data regarding other users, including email addresses;
• send through the Website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
• interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks;
• use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website;
• defame, harass, or violate the privacy or intellectual property rights of Visible or any other Visible users; or
• upload, display or transmit any messages, photos, videos or other media that are harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, harmful to minors in any way, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable.

In addition, using the Services for transactions ("Prohibited Transactions") related to the following is prohibited, and Visible reserves the right to monitor for transactions that relate to:

• any Restricted Persons or persons or entities located in Restricted Territories;
• weapons of any kind, including firearms, ammunition, knives, explosives, or related accessories;
• controlled substances, including narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless possession of and transactions involving such controlled substances are authorized by the jurisdiction in which the user is based as well as by the jurisdiction in which the transaction takes place, and provided any such transactions comply with all applicable law;
• gambling activities including sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless such activities are authorized by the jurisdiction in which the user is based as well as by the jurisdiction in which the transaction takes place, and provided any such activities comply with all applicable law;
• money laundering or terrorist financing;
• any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
• goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
• credit repair services, or other services that may present consumer protection risks;
• court ordered payments, structured settlements, tax payments, or tax settlements;
• any unlicensed money transmitter activity;
• layaway systems, or annuities;
• counterfeit goods, including fake or "novelty" IDs;
• wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
• purchasing goods of any type from "Darknet" markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
• any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your financial institution or payment partners

In the event that Visible learns you are making or attempting any Restricted Activities or Prohibited Transactions, Visible will consider it to be a violation of these Terms and may suspend or terminate your Visible Account.

You are solely responsible for your content. You assume all risks associated with use of your content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your content that personally identifies you or any third party. Unless otherwise specifically set forth in the terms of a Service, Visible is not obligated to backup any of your content, and your content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your content if you desire.

License

You hereby grant (and you represent and warrant that you have the right to grant) to Visible an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your content in the Website and/or the Platform. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your content.

Feedback

If you provide Visible with any feedback or suggestions regarding the Website, you hereby assign to Visible all rights in such feedback and agree that Visible shall have the right to use and fully exploit such feedback and related information in any manner it deems appropriate. Visible will treat any feedback you provide to Visible as non-confidential and non-proprietary. You agree that you will not submit to Visible any information or ideas that you consider to be confidential or proprietary.

Links & Ads

The Website may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Links & Ads”). Such Links & Ads are not under the control of Visible, and Visible is not responsible for any Links & Ads. Visible provides access to these Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Links & Ads. You use all Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Links & Ads.

Enforcement

We reserve the right (but have no obligation) to review any of your content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your content, terminating your Account, and/or reporting you to law enforcement authorities. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental requests.

General; No Warranties

THE WEBSITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND VISIBLE (AND OUR PARTNERS AND/OR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (INCLUDING, BASED ON COURSE OF DEALING OR USAGE IN TRADE), OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, REAL ESTATE CLOSINGS), TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR PARTNERS AND/OR SUPPLIERS) MAKE NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. YOU ACKNOWLEDGE THAT THE CERTAIN DATA AND INFORMATION DISPLAYED ON THE WEBSITE AND/OR THE PLATFORM IS SOURCED FROM PUBLIC DOCUMENTS OR STATISTICAL CALCULATIONS. NEITHER VISIBLE, NOR ITS PARTNERS AND/OR SUPPLIERS ARE RESPONSIBLE FOR ERRORS, OMISSIONS, MISCALCULATIONS, OR MISREPRESENTATIONS OF VALUE TO THE EXTENT DISPLAYED. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. THE SERVICES PROVIDED ARE NOT INSURED, AND YOU SHALL NOT CONSTRUE THE SERVICES AS A REPRESENTATION BY VISIBLE (OR ANY OF OUR PARTNERS AND/OR SUPPLIERS) AS TO THE CONDITION OF TITLE TO REAL PROPERTY. YOU SHALL NOT CONSTRUE THE SERVICES AS AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. YOU ACKNOWLEDGE THAT THE SERVICES MAY NOT INCLUDE ALL RECORDED CONVEYANCES, INSTRUMENTS OR DOCUMENTS WHICH IMPART CONSTRUCTIVE NOTICE WITH RESPECT TO ANY CHAIN OF TITLE DESCRIBED IN THE SERVICES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

The materials on the Website are not and should not be construed as an advertisement, recommendation, solicitation or offer to sell, purchase or subscribe for any product or investment. Any market information provided within the materials is subject to change and is obtained from sources believed to be reliable but neither the information, nor its source, have been verified. No guarantee, representation or warranty is made as to its accuracy or completeness.

No Investment, Tax or Legal Advice

Visible does not provide investment, tax, or legal advice. You should consult your investment, legal or tax professional regarding your specific situation. Visible may provide educational information, which may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the Website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. Any use of the Website shall be at your own risk.

Taxes

Visible will maintain a record of your transaction history, which you will be able to access through your Visible Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. Visible will make any tax withholdings or filings that we are required by law to make, but Visible is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. Certain blockchain-based transactions are novel, and their tax treatment is uncertain.

Arbitration Agreement and Waiver of Rights, Including Class Actions

PLEASE READ THIS SECTION 5 CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

Agreement to Arbitrate

You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the American Arbitration Association (AAA) Rules (as defined below). The parties agree that any arbitration will be administered by the AAA and that one neutral arbitrator will be selected in a manner consistent with the AAA National Rules for the Resolution of Employment Disputes (the “AAA Rules”). The location of the arbitration shall be in New York, New York. Arbitration shall be the sole, exclusive, and final remedy for any dispute between you and Visible. The language of the arbitration shall be English. The arbitrator shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator's award of damages must be consistent with the terms of the “Limitation of Liability” subsection of this Section 5 as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

Confidentiality

All aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce the provisions of this Section 5, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability

If any part or parts of this Section 5 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section 5 shall continue in full force and effect.

Right to Waive

Any or all of the rights and limitations set forth in this Section 5 may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Section 5.

Courts

In any circumstances where this Section 5 permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York, New York, for such purpose.

Waiver of Injunctive or Other Equitable Relief

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION, THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY VISIBLE INDEMNIFIED PARTY.

Electronic Communications

The communications between you and Visible use electronic means, whether you use the Website or send us emails, or whether we post notices on the Website or communicate with you via email. For contractual purposes, you (a) consent to receive communications from Visible in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

This Section 6, which is your Consent to Electronic Signatures and Electronic Delivery of Disclosures and Notices (the “Consent”), applies to all notices and disclosures for services provided on the Website. You agree to the use of electronic signatures and to allow Visible to electronically deliver important notices and disclosures that apply to our services, including our credit cards. Please read this Consent carefully.

By consenting to use electronic signatures, you agree that any electronic signatures that you provide through our website, mobile website, and mobile application, are valid and enforceable as your legal signature and acknowledge that these electronic signatures will legally bind you to the terms and conditions contained in the disclosures and agreements and terms and conditions we provide you just as if you had physically signed the same documents.

Types of Information Provided Electronically

Examples of some of the notices or disclosures we may deliver electronically:

• Visible Account documents (including Account Opening Documents and Account Agreements)
• Consumer Privacy Notice
• Credit Score Disclosures
• Disclosures or notices required under applicable laws and regulations, which may include notices regarding changes in the terms and conditions of your account

Access to Notices and Disclosures Delivered Electronically

The format of the electronic documents may vary based on the device you use to access your accounts. You will need a valid email address, phone number, connection to the internet, and the following hardware and software to view the notices and disclosures we deliver to you electronically:

• Browser - a current version of the browsers supported by our website, which include Microsoft Internet Explorer or Edge, Google Chrome, Mozilla Firefox, and Apple Safari.
• PDF reader - a current version of a program that reads and displays PDF files (such as Adobe Acrobat Reader).
• Operating System – an operating system that supports a current version of one of the browsers listed above and a current version of a program that reads and displays PDF files, including the most current version of Microsoft Windows and Apple OS for personal computers and iOS, Android, or Windows Phone for mobile devices.
• Device – a device that can connect to the internet and has sufficient storage capacity to download and save the notices and disclosures we send you or the ability to print notices and disclosures from your Device.

How to Obtain Paper Copies

You may request a free paper copy of any of the notices and disclosures we provide you electronically by contacting us at support@visible.xyz. You may also download and print any notices or disclosures we send you. We may at our option deliver information to you on paper and may also require that certain communications from you be delivered to us on paper at a specified address.

Withdrawal of Consent

Prior to completion of the account application, you may withdraw your consent to receiving notices and disclosures in electronic form by exiting the application. If you do not consent to receive account notices and disclosures electronically, we cannot accept and process your request for an account. If you wish to withdraw your consent after you have completed your application and your account is opened, you may contact us at support@visible.xyz. There is no fee to process your withdrawal of the Consent. Any withdrawal of the Consent will be effective only after we have a reasonable time period to process your withdrawal. Some services may not be available after you withdraw consent.

Consent

By clicking, signing or checking that you agreed to the Consent, you: (1) acknowledge that you have read and understand the Consent; (2) acknowledge that you have the ability to access notices and disclosures delivered electronically; (3) consent to the use of electronic signatures; and (4) consent to electronic delivery of notices and disclosures described in the Consent.

Term and Termination

Subject to this Section, these Terms (as such Terms may be updated) will remain in full force and effect while you use the Website and the Platform. We may suspend or terminate your rights to use the Website (including your Visible Account) at any time for any reason at our sole discretion, including for any use of the Website in violation of these Terms. Upon termination of your rights to use the Website (including your Visible Account) under these Terms, your Visible Account and right to access and use the Website and the Platform will terminate immediately. You understand that any termination of your Visible Account may involve deletion of user content associated with your Visible Account from our live databases. Visible will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Visible Account or deletion of your content. Even after your rights under these Terms are terminated, Sections 4, 5 and 7 of these Terms will remain in effect.

Release

You hereby release and forever discharge Visible and its affiliates and subsidiaries and their officers, employees, and agents (collectively, “Visible Indemnified Parties”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, other Website users or any Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

Indemnification

You agree to indemnify, defend, and hold harmless the Visible Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

• your use of the Website;
• your breach or alleged breach of these Terms, including any of the Visible Rules and Policies;
• anything you contribute to the Services;
• your misuse of the Services, or any smart contract and/or script related thereto;
• your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;
• your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;
• your use of a third-party product, service, and/or website; or
• any misrepresentation made by you.

We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not settle any claim without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY VISIBLE INDEMNIFIED PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY USER CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.

IN ADDITION TO THE FOREGOING, NO VISIBLE INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTO ASSET NETWORK (INCLUDING ANY WALLET PROVIDER); (D) ANY CHANGE IN VALUE OF ANY CRYPTO ASSET; (E) ANY CHANGE IN LAW, REGULATION, OR POLICY; (VI) EVENTS OF FORCE MAJEURE; OR (F) ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE AVARA UI LABS INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

IN NO EVENT WILL THE VISIBLE INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED FIVE HUNDRED U.S. DOLLARS (U.S. $500.00).

UNDER NO CIRCUMSTANCES SHALL ANY VISIBLE INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY.

Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this Section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit Visible Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of Visible Indemnified Parties’ liability and the scope of any such warranties will be as permitted under applicable law.

Changes

Visible may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to any activity initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Website and the Services and close your Visible Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.

Change of Control

In the event that Visible is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Governing Law; Venue

The laws of the State of New York and applicable United States federal law shall govern this Agreement. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in New York, New York, provided that any Disputes shall be subject to the arbitration provisions set forth in Section 5.

Export

The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Visible, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by writing them at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Website. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Visible's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Visible may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Intellectual Property

Copyright © 2023 Visible. All rights reserved. Nothing on the Website shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Website. Anything transmitted to the Website by you becomes Visible’s property and may be used by us for any lawful purpose. We reserve all rights with respect to copyright and trademark ownership of all material on the Website, and will enforce such rights to the full extent of the law.

Unless otherwise noted, all Website contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Visible or by third parties who have licensed their materials to Visible and are protected by U.S. and international copyright laws. The compilation of all Website contents is our exclusive property and is also protected by U.S. and international copyright laws.

The Website, including all Information, is owned by or licensed to Visible and is subject to and protected by various intellectual property rights, including but not limited to copyright, trade secrets, trademarks, service marks, brand names and other proprietary rights whether under contract, statute or any similar provisions (“IP Rights”). All IP Rights are and shall remain the exclusive property of Visible, its respective third party licensors or third parties to whom it is attributed and in using the Website individual users shall not obtain any rights, title or other interest in or to any information on the Website or related IP Rights. Users are not permitted to sell or distribute or otherwise deal with any content or information on the Website or any deviations of such information without the prior written consent of Visible.

Support

For customer service, please reach out to Visible Support at support@visible.xyz.