Please read these Terms and Conditions (these “Terms”) carefully. They explain your rights and obligations regarding use of the Vzual.com service and constitute a binding agreement between you and Vzual.com. ("Vzual.com"). By accepting these Terms, you are deemed to be a customer of Vzual.com and acknowledge and agree to be bound by and comply with all of these Terms.

Note that when you order an Ad, you will be licensing the right, as provided in these Terms, to have that such Ad run in the Campaign you have purchased. The Ad itself, and all rights in the Ad, will at all times be owned by Vzual.com, excluding, however, any copyrights or trademarks that you or a third party may own in any images, music or text that you provide to us to incorporate into such Ad.

When it comes to advertising inventory, including scheduling ad time on internet websites, email campaigns, fuel station digital screens, waiting room digital screens,  or through any other medium offered by Vzual.com from time to time, Vzual.com will attempt to secure the Media Outlets, inventory, placements, days, and time slots you request. However, Media Placements are not guaranteed and will be subject to these Terms and the terms and conditions imposed by Media Outlets, which typically allow the Media Outlets flexibility to adjust their schedules and to reject ads.

1.      All capitalized terms shall have the meaning set forth in Section 25 and elsewhere in these Terms.

2.      Services Provided. The Vzual.com Service includes, but may not be limited to, the following elements:

a.     Creation of custom produced video Ads which you may use through a Media Placement purchased from Vzual.com

b.    Assistance in designing a Campaign based on information such as your location, desired advertising area, demographic criteria, marketing objectives and budget;

c.     Various online search and marketing services;

d.    Reports that help you better understand the performance of your Media Placements;

e.     Assistance in the purchase of Media Placements and Campaigns; and

f.     Provision of additional services that may be offered from time to time.

3.     Creation, Customization and Use of Ads.

a.                  Creative production fees and customization fees are based upon Vzual.com’s standard ad creation process and guidelines. Additional charges and fees may apply in the event your requests fall outside Vzual.com's standard ad creation process or guidelines.

b.            In consideration of the payment of Vzual.com's fees and compliance with the terms and conditions of this Agreement, Vzual.com will license you in accordance with these Terms the right to use an Ad solely for the purpose of display in Media Placements purchased from Vzual.com. Your license is personal, non-transferable, revocable, non-sublicensable and, except as explicitly indicated in the "Exclusivity Policy" below, nonexclusive. You are not authorized to display Ads in Media Placements not purchased from Vzual.com, or to use Ads or the content thereof (other than Advertiser Content), in any other manner whatsoever unless explicitly approved otherwise by Vzual.com in writing. Your license does not include the right to possession of copies or tapes of the Ads.

c.            As between you and Vzual.com, except for Advertiser Content, all copyright and other intellectual property rights contained in or displayed through Ads and other material developed or provided by Vzual.com including without limitation, templates, images, scripts, story lines, voiceovers,  sound tracks, tag lines, and "look and feel," are and will remain Vzual.com's sole and exclusive property. No intellectual property rights in the Ads or customized versions will be transferred to you, other than the limited license to use and display your Ad pursuant to these Terms. Except for any Advertiser Content, Vzual.com shall own exclusive rights in any and all derivative works created from Ads. The incorporation of any Advertiser Content into any Ad in no way will affect Vzual.com's continued and separate copyright ownership in the Ad, and Vzual.com's ownership will not merge with your ownership of Advertiser Content nor deprive Vzual.com of its copyright ownership. You hereby grant to Vzual.com the worldwide, perpetual, irrevocable, sublicensable, royalty-free right to use any and all Advertiser Content for purposes of fulfilling its obligations under the Agreement, including the publication and display of Advertiser Content and related Ads, and for Vzual.com's marketing purposes. You understand and agree that Vzual.com may redesign or modify the structure, layout, content and look and feel of Advertiser's Contents and related Ads. You hereby releases and agrees to hold harmless Vzual.com, and its legal representatives, assigns, and those acting under its permission or authority, from any liability by virtue of any of the above in this Section including any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product, unless it can be shown that the publication thereof were maliciously caused, produced, or published in bad faith solely for the purpose of subjecting Advertiser to conspicuous ridicule, scandal, reproach, scorn, and indignity.

4.     Use of Media Information and Campaigns. Media Information and Campaigns are confidential and proprietary information owned by Vzual.com and/or its suppliers. You are authorized to use the Media Information and Campaigns for your own personal use through the Vzual.com Service in connection with the formulation, evaluation and purchase of your Campaign, so long as you are a Vzual.com customer. You may not convey any Media Information or Campaign to any third party, or copy, publish, or distribute the Media Information or Campaign in any manner.

5.     Submission of Your Own Ads. You may submit your own advertisements for delivery through Media Placements purchased from Vzual.com. These Terms, including all representations and warranties, apply to any such submissions (i.e., they shall be treated as Advertiser Content, and you shall be fully responsible for, and shall indemnify and hold Vzual.com harmless against, any claims and liabilities in connection with advertisements that you submit). Upon Vzual.com’s request, you will provide Vzual.com with any or all documentation that evidences your legal clearance of Advertiser Content or any component thereof or rights therein.

6.     Adherence to Vzual.com's Policies and Procedures; Acceptance and Approval of Ads. Your use of the Vzual.com Service, or any other services offered by or through Vzual.com, will be subject to these Terms, as published on the Vzual.com website and as amended from time to time. All Media Placements, Campaigns, Ads and Advertiser Content are subject to compliance with Vzual.com's Advertising Policies and Guidelines and to Vzual.com's approval, which Vzual.com may grant or withhold in its sole discretion.

7.     Purchase of Media Placements.

a.     Upon receiving your order to purchase Media Placements, Vzual.com will attempt to acquire Media Placements that are closest to the requested Media Placement specifications. Vzual.com does not guarantee that Media Placements corresponding to any or all of the Media Placement specifications will be available.  Furthermore, Vzual.com does not guarantee the use of display of Ads on any particular platform or network or position therein. 

b.    The price charged to you by Vzual.com for Media Placements also includes fees for other Vzual.com Services.

c.     Media Outlets may require that any particular Campaign reach minimum payment thresholds prior to display of the Ad.  If your Campaign does not meet such minimum thresholds, Vzual.com will promptly notify you.  At that time, you may choose to meet the threshold or cancel the order. 

d.    You authorize Vzual.com to act on your behalf for the purpose of purchasing Media Placements and to represent itself to Media Outlets, when appropriate in Vzual.com's sole discretion, as your agent of record for the purpose of purchasing Media Placements in conjunction with the Vzual.com Service.

e.     Vzual.com will attempt to prevent any loss to you as a result of the failure of Media Outlets, suppliers or others to fulfill their commitments, but Vzual.com will not be liable for any such failure or any destruction or unauthorized use of Advertiser Content. Your purchase of Media Placements will be subject to the Media Outlet terms under which the Media Placement is purchased, and to the Media Outlet Rules and Policies, which may include (i) the right of the Media Outlet to reject, pre-empt, change, or substitute Media Placements or programming; (ii) deadlines for submission of material; (iii) cancellations; (iv) compliance with the Media Outlet's policies regarding approval of advertising content; (v) alternative performance (for instance, through make-goods), refunds, and other remedies; (vi) limitations and exclusions of your remedies; and (vii) indemnification for liabilities arising out of publication or distribution of the Ad (including customized versions) and Advertiser Content.

f.     For distribution of Ads (online or other), you acknowledge and agree that Vzual.com does not operate or control the websites and other services on which your Ad may appear. Furthermore, due to the nature of the Internet, your Ad may be forwarded, copied, posted or displayed on websites and other services which neither you nor Vzual.com approved or intended. Vzual.com shall have no liability for any such display or posting, except as a result of willful misconduct on the part of Vzual.com.

g.    In the event that the Client's site becomes unavailable for any reason ("server is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated or not with the internet and its underlying infrastructure"), the Client will NOT hold Vzual.com or its Partner/Affiliate websites responsible for these errors. Any and All campaigns delivered on behalf of the Client, using the Clients Ad during this down time will not be credited or refunded.

8.         Campaign Start Date: The Campaign Start Date will be determined once payment is made.  Due to variances in the number of different Campaigns with any order, the individual Campaign Start Dates may fluctuate.  Vzual.com will attempt to begin the each Campaign within 5 days of the Payment Date.  However, Vzual.com will not be held liable if the Campaign does not begin within the 5 day period.  Furthermore, in no event shall Vzual.com be liable for any consequential, direct, indirect, incidental, punitive, or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of information or other pecuniary loss) arising out of the use or inability to use the service, even if Vzual.com has been advised of the possibility of such damages.

9.         Email campaigns:  The responsibility of any email Campaign ends upon the delivery, cancellation, or refusal of your email advertisement.  Predicting the amount of recipients that will open and respond to an email is not possible.  Success and Click Through Rates will vary solely on the Ad message. In some cases advertisers may experience little or no signups, sales, or inquiries from their campaign. 

You understand that HIT COUNTERS on your site DO NOT ACCURATELY REPRESENT THE NUMBER OF VISITORS SENT TO YOUR SITE FROM A CAMPAIGN. This is due to the large amounts of traffic sent to the site in a relatively short timeframe. You also understand that Vzual.com does not guarantee sales or signups and will not issue a refund if none are achieved. 

Any order that results in a Fraudulent Charge or Chargeback will be reported to a fraud database used by over 1200 online advertising providers. All information on fraudulent orders is blacklisted with all providers and ALL the information we collect may be turned over to law enforcement authorities for further investigation.

In the event that there is an error with the submitted Ad or any URLs, Images, or files contained in the ad, the Client will not hold Vzual.com or its Partner/Affiliate websites responsible for the error.

We reserve the right to host any and all images that might appear in an email ad on one of our servers.  You understand and acknowledge that the campaign report provided by Vzual.com or its Partner/Affiliate websites to be true and accurate and agrees to hold Vzual.com or its Partner/Affiliate websites, its parent company as well as all companies and individuals involved harmless for any unexpected results arising from any advertising campaign.

Vzual.com reserves the right to stop a campaign at any time without refund due to CAN-SPAM Violations.  Vzual.com will not promote spam, scam, hate, warez, hacking or any other site/offer that could be considered offensive to the most discriminate viewer. Any attempt to bypass our intended guidelines will result in account cancellation and no recourse for refund. If you have any further questions or concerns, please do not hesitate to contact us via e-mail at info@vzual.com.

10.  Tracking Information. You agree that Vzual.com has the right, but not the obligation, to do the following with respect to your Ads, and marketing campaigns: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of your business phone number and which will forward to your business phone number; (ii) Substitute your e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with your campaign; (iii) Require users to provide registration information in order to print a coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of your campaign; (v) use a landing or destination page that users will visit when they click on your Ad; or (vi) use a mirrored version of your web site. You further agree that, as part of provisioning Tracking Phone Numbers, Vzual.com has the right, but not the obligation, to turn on enhanced phone tracking features, including, but not limited to: call review (whereby a recording of the inbound phone call is made and stored for review) and caller ID (whereby the phone number of the caller is used to look-up their name and address).

11.  Statements; Reporting. Statements showing your account activity, transaction and order information will be made available either via Vzual.com's website, email, fax or mail. Such reports will be kept by Vzual.com for a period of one (1) year. Reporting on the fulfillment of Media Placement orders will be based on logs and other reporting provided by the Media Outlet concerned. Reporting from Media Outlets may be inaccurate or delayed. Vzual.com will not be responsible for such inaccuracies or delays. You acknowledge and agree that such Media Outlet logs and reporting will be considered presumptively accurate in the absence of demonstrable error. Further, as between Vzual.com and you, all transactions and items of information reflected within any statement provided by Vzual.com including any and all information contained in such statement and all supporting documentation provided by applicable Media Outlets shall be deemed correct and be conclusive and binding upon you, and you shall be forever barred from objecting for any reason or instituting any action or proceeding that relates to any transaction or question the accuracy of any item of information reflected in any such statement, unless a written objection specifying in detail the transaction or items of information to which you object and the reason for such objection is delivered to Vzual.com within sixty (60) days following the date that Vzual.com first provides you with access to the applicable final statement.

12.  Vzual.com's Compensation. Vzual.com will charge for its services in accordance with the prices and charges presented to you when you place your order. Prices and charges presented to you for Media Placements also include charges for other services provided by Vzual.com in connection with the Media Placements.

13.  Payment. Unless otherwise agreed in writing by Vzual.com, payment for Vzual.com Services and Media Placements must be made at the time the order is placed, by credit card, or other means approved by Vzual.com. For advertising campaigns that span multiple months, Vzual.com may, in its sole discretion, charge on a monthly cycle in advance for Media Placements scheduled to air during the following month. Vzual.com may store and use your payment information (including credit card information) for processing payments. If approved for credit by Vzual.com, you will receive an invoice on a monthly basis for the applicable calendar month period with payment of each such invoice being due and payable within 30 days of the date of such invoice.

14.  Cancellations. Once you purchase a Media Placement, the Media Placement cannot be changed or cancelled.   If you have elected “auto-renewal” of your Ad or campaign in your order form, such Ad or campaign will automatically renew unless either party provides at least 30 days prior written notice of its intention not to renew.

15.  Representations and Warranties. You represent and warrant that:

a.     You are at least 18 years of age and the age of majority in your jurisdiction of residence;

b.    You have the full right, power and authority to enter into and perform under these Terms;

c.     You are not a Media Outlet, or an employee, agent or affiliate of a Media Outlet, television station, broadcaster, cable or satellite television system operator;

d.    You are purchasing Media Placements for your own use and not for resale;

e.     You own or control, without any limitations or restrictions, all rights that may be necessary to broadcast, cablecast and otherwise exhibit, distribute and publish the Advertiser Content submitted by you to Vzual.com as contemplated by these Terms, and all royalties and fees in connection therewith have been paid, so that Vzual.com will not be liable to pay any royalties, fees or other monies whatsoever with respect to the use of the Advertiser Content;

f.     The synchronization of all music (including lyrics) in the Advertiser Content has been duly licensed and authorized by all proper parties; the performing rights in all such music is either controlled by ASCAP, BMI or SESAC, in the public domain, or under your control, in which case you grant the Media Outlets the right to perform such music;

g.    You are authorized and licensed to use the names and pictures of any objects depicted in the Advertiser Content and you have obtained all necessary authorizations or releases from all persons whose names, voices, photographs or likenesses, works, compositions, services or materials appear in or were rendered in connection with the Advertiser Content;

h.     If participating through a partner program, you are, and for the duration of all Campaigns will remain, an authorized franchisee, dealer, retailer, distributor or otherwise authorized party under the partner program;

i.      You are authorized and licensed to use any testimonials contained in the Advertiser Content;

j.      You own or control all trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Advertiser Content;

k.     You have documentary substantiation for all claims made in your Advertiser Content and Ad;

l.      The Advertiser Content submitted by you, and your use of an Ad, is truthful and not misrepresentative or misleading;

m.   The broadcasting of the Advertiser Content will not violate any law, rule, or regulation of a federal, state, or local governmental agency or self regulatory organization or association, or any other provision of applicable law;

n.     The Advertiser Content submitted by you, and your use of an Ad, will not plagiarize or contain any libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or to the rules and regulations of the Federal Communications Commission;

o.    If applicable, you will not place, or cause to be placed, any Ad on any medium (including but not limited to web pages) containing content deemed to be objectionable by Vzual.com including content that is libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or other governmental rules and regulations.

p.    The Advertiser Content submitted by you, and your use of an Ad, will not violate or infringe the trademark, service mark, copyright or other proprietary right, the right of privacy or publicity or any other right of any third party;

q.    The Advertiser Content submitted by you shall not contain any computer viruses, booby traps, time bombs, or other programming that interferes with the normal functioning of the Vzual.com website, Vzual.com data or Vzual.com Services;

r.      You will use the Ad only in compliance with these Terms and the terms and restrictions set forth in the applicable order form;

s.     You will not use any part of any Ad (including customized versions) outside the Vzual.com Service, and that you will not (and will not assist any third party to) create any ad similar to, based upon or inspired by any Ad for use outside the Vzual.com Service; and

t.      There is no outstanding contract or commitment, and no pending or threatened litigation, which is or may be in conflict with these Terms or in any way conflict, restrict or impair Vzual.com's rights or your obligations under these Terms.

16.  Taxes. All charges for the Vzual.com Service and Media Placements are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which you will be responsible for and will pay in full. You agree to pay or reimburse Vzual.com for any taxes that are levied on the transactions hereunder, exclusive of taxes on Vzual.com's net income. Any such payments or reimbursements will be payable by charge to the payment account that you have selected for payment of amounts due Vzual.com. Upon your written request, Vzual.com agrees to provide you with reasonable documentation to support invoiced amounts applied to taxes.

17.  Indemnification.

a.     You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Ads, as customized, and other advertising used by you to advertise your business; (ii) all Advertiser Content; and (iii) any information, disclosures or requirements that are imposed upon you as a result of your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by Vzual.com or submitted by you to confirm that descriptions and representations, direct or implied, with respect to your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines.

b.    You will indemnify and hold Vzual.com and its related companies, Affiliates, Media Outlets and their respective officers, directors, shareholders, licensors, licensees, suppliers, content providers, employees and agents (collectively, the "Indemnitees") harmless from and against any and all losses, damages, liabilities, claims, demands, suits, costs and expenses (including attorneys' fees and expenses) which any Indemnitee may incur arising out of or relating to (i) Advertiser Content and/or your modification, display and use of an Ad, including without limitation, claims of infringement or misappropriation; (ii) claims that your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of your products or services violates the rights of any third parties or that the advertising, publicity or promotion of your products or services violates or encourages or induces the violation of the rights of any third parties; (iv) any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product and (v) claims predicated on a breach or alleged breach of any of these Terms by you. You shall notify Vzual.com promptly of any claims or actions to which your indemnity applies.

18.  Disclaimer. VZUAL.COM SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND VZUAL.COM, ITS RELATED COMPANIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, CONTENT PROVIDERS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY REGARDING THE ADS (INCLUDING CUSTOMIZED VERSIONS) AND VZUAL.COM SERVICES, STORAGE OF ADVERTISER CONTENT, AND ANY DELIVERABLES INCLUDED IN SUCH ADS (INCLUDING CUSTOMIZED VERSIONS) AND VZUAL.COM SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE ADS OR VZUAL.COM SERVICES WILL BE ERROR FREE, WILL BE ON TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL FULFILL YOUR PARTICULAR PURPOSES OR NEEDS OR MEET ANY LEVEL OF SALES, PURCHASES, CLICKS, LEADS OR OTHER PERFORMANCE METRIC. VZUAL.COM MAKES NO WARRANTY AS TO STORAGE OF ADVERTISER CONTENT AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO ADVERTISER CONTENT. TO THE EXTENT THAT VZUAL.COM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

19.  Limited Liability. IN NO EVENT WILL VZUAL.COM, ITS RELATED COMPANIES, AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, CONTENT PROVIDERS AND AGENTS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS OR DAMAGES ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF THE THESE TERMS, ADS, MEDIA PLACEMENTS (INCLUDING MISSED MEDIA PLACEMENTS) OR VZUAL.COM SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. VZUAL.COM'S, ITS RELATED COMPANIES' AND AFFILIATES' AND THEIR RESPECTIVE, OFFICERS', DIRECTORS', SHAREHOLDERS', LICENSORS', LICENSEES', EMPLOYEES', SUPPLIERS', AND AGENTS' AGGREGATE LIABILITY FOR ANY OTHER TYPES OF DAMAGES WILL BE LIMITED TO CUMULATIVE AMOUNTS ACTUALLY PAID BY YOU TO VZUAL.COM UNDER THESE TERMS IN CONNECTION WITH THE PARTICULAR ADS OR VZUAL.COM SERVICES THAT ARE THE BASIS FOR SUCH LIABILITY.

20.  Failure Of Suppliers/Force Majeure. Vzual.com will use commercially reasonable efforts to attempt to guard against or limit any loss to you as the result of the failure of Media Outlets and other suppliers to properly execute their commitments, but Vzual.com will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.

21.  Notice. Any notice under these Terms shall be deemed served if delivered in the following respective manners:

If to Vzual.com, by registered mail to the following address:
Vzual.com, Inc.

29542 Spotted Bull Lane, Suite 201

Sa Juan Capistrano, Ca.  92675

If to you, by email to the email address you provided when you opened your Vzual.com account, or at an email address that you later provide when you update your Vzual.com account information.

22.  Privacy Policy. Vzual.com's Privacy Policy applies to use of Vzual.com's website and Vzual.com Services, and its terms are made a part of these Terms by this reference. Additionally, by using the Vzual.com website and Vzual.com's Services, you acknowledge and agree that Internet transmissions are never completely private or secure, and that any message or information you send to Vzual.com may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

23.  General.

a.     Governing Law. These Terms will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles.

b.    Arbitration. In connection with any dispute or claim arising out of or in connection with these Terms, you and Vzual.com agree to arbitrate such dispute arising under these Terms before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in Santa Ana California.. The arbitrator shall apply California law. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party. Injunctive Relief. You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by Vzual.com, and that you will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict Vzual.com's right to seek injunctive relief.

c.     Assignment. You may not assign your rights and obligations under these Terms without Vzual.com's written consent. Vzual.com may assign its rights and obligations under these Terms.

d.    Late Charges; Attorney's Fees. Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. If you fail to pay any amount due, you also will be liable for all costs of collections incurred by Vzual.com including but not limited to collection agency fees, reasonable attorneys’ fees and court costs.

e.     Amendment; Waiver. These Terms may be amended unilaterally by Vzual.com. An amendment will become effective upon the date that Vzual.com posts the amended Terms on Vzual.com's website, or upon the giving of written notice to you by mail or by email. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.

f.     Termination. Notwithstanding anything to the contrary contained in these Terms, upon notice to you, Vzual.com may immediately terminate your right to use Ads or other materials that may have been made available to you, Campaigns and/or these Terms (i.e., its agreement with you) without cause and without liability. In the event Vzual.com terminates these Terms as provided in the preceding sentence, then, in Vzual.com’s sole discretion, it may refund to you any amounts you have paid for Media Placements that have not been and will not be aired minus any nonrefundable amounts that Vzual.com has committed to Media Outlets.

g.    Survival. Sections 13 through 24 will survive termination of these Terms.

24.  Entire Agreement. These Terms and the accompanying order form express the entire agreement between the parties, and all previous or contemporaneous agreements and understandings are merged herein and superseded hereby. Notwithstanding the foregoing, if a term or condition specified by these Terms conflicts with a term or condition of a particular order form, then these Terms shall take precedence over the conflicting term or condition specified by the order form. The order form together with these Terms shall constitute the “Agreement.”

25.  Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

26.  Non-Solicitation. During the term of this Agreement and continuing for a period of 12 months after the termination of this Agreement, you agree that you will not, without Vzual.com’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Vzual.com or its affiliates to terminate employment with, or cease providing services to, Vzual.com or its affiliates.

27.  Definitions.

a.     Ad: A custom video advertisement based on information provided by you

b.    Advertiser Content: (i) The images, music, text, video and other additions provided by you for incorporation into an Ad; and (ii) the entire content of an advertisement that you tender to Vzual.com for display through a Campaign, if the advertisement is not based on an Ad produced by Vzual.com.

c.     Market: The geographic area in which advertisements will be run, as delineated and determined by Vzual.com in its sole discretion.

d.    Media Information: Quantitative and qualitative data and other information concerning programming, schedules, traffic, audiences of various Media Outlets and similar information of interest to advertisers contemplating buying Media Placements.

e.     Media Outlets: Companies that distribute programming or content over or through the internet, email campaigns, fuel station digital screen networks, waiting area digital screen networks, and/or other media platforms, and/or which sell Media Placements for the purpose of distributing or publishing advertising messages.

f.     Media Placement: The right (which is subject to Media Outlets' terms, conditions and rules) to display or distribute advertisements on or through various media, including without limitation the internet, email campaigns, fuel station digital screen networks, waiting area digital screen networks and/or other media platforms.

g.    Campaign: A schedule of Media Placements.

h.     Campaign Start Date:  Date at which a Campaign begins

i.      Vzual.com Service: The services described in Section 2 above.

j.      You: Persons or companies who purchase Media Placements or creative services through Vzual.com or who purchase any other product or service from Vzual.com.

k.     Payment Date:  Date payment is received by Vzual.com

l.      Click Through Rates (“CTR”):  A CTR is obtained by dividing the number of users who clicked on an ad on a web page by the number of times the ad was delivered (impressions).

Version 1.01a – July 31, 2009

 

 Our commitment to privacy

To protect your privacy we provide this statement to explain our information practices and to define your options for how your information is collected and used.

 This policy applies to the Vzual.com website (the "Site"). The Site is owned and operated by Vzual.com, Inc., a company incorporated under the laws of the State of California whose principal business address is Vzual.com, Inc.,  29542 Spotted Bull Lane, Suite 201, San Juan Capistrano, Ca.  92675. 

 By using this Site and the Vzual.com service (the "Service"), you agree to the collection and use of information in the manner described below. If we make material changes to this policy, we will notify you at this Site, by email, by means of a notice the next time you log in to the Site, or by means of a notice on our homepage. To make our privacy policy easy to find, we have placed it on our homepage. You are responsible for reviewing the Site periodically for any modification to this Privacy Policy. Any access or use of the Site by you after notice of revisions or additions to this Privacy Policy shall constitute and be deemed to be your agreement to such revisions or additions.

 

The information we collect

This policy applies to all information collected on the Site and that information you provide to us by email, phone or in writing.

You provide personal information to us when you sign up to use the Service, order products, including the Service, and request information from us. The personal information we collect may include:

• User ID
• Password
• Name
• Mailing Address
• Email address
• Phone number
• Company Name
• Number of Employees
• Industry
• Role
• Marketing Spend
• How you heard about us
• Credit/debit card information
• Items purchased

If you choose to post messages in our chatrooms, bulletin boards, product reviews, or other message areas, we collect the messages you post and use information you provide to improve this Site and our products and services, provide thorough customer service, and follow up on Site visitors who may be violating our policies or abusing our system. When you post messages, other Site visitors can also view them. We may also publish transcripts of archived chats. We urge you to exercise caution when providing personally identifiable financial or other information in the chatrooms, bulletin boards, product reviews or other message areas. Remember that any information you disclose in these areas becomes public information.

In addition to the personal information you supply, we automatically collect non-personal information to evaluate how visitors, guests, and members use the Site. We collect non-personal data to make the Site work better for you in the following ways: to improve the design of the Site, to provide personalization of the Site, and to evaluate the performance of our marketing programs. The technologies we use to gather this non-personal information may include "IP addresses", "cookies", "clear gifs", browser detection, and "weblogs".

How we use information

Our primary goal in collecting your information is to provide you with a personalized, relevant, and positive experience with this Site. We use the personal information you provide about yourself, for example, when placing an order for the Service. Vzual.com will not sell, rent, or lease your personal information to others, except to the extent necessary to fulfill your order for the Service, to provide you with other services or as set forth in this policy.

We may combine personal data collected at this Site with other information you have provided us through other sources or with non-personal information that we automatically collected at this Site (as further described in this policy).

We use your email address to answer email we receive from you and to provide status updates for the Service. We will not share your email address with outside parties except as set forth in this policy.

You can register on this Site to receive promotions and updates on new products and services, or to be contacted for market research purposes. The contact information you submit will not be used for these purposes unless you specifically "opt-in". You can control your privacy preferences regarding such marketing communications (see the section below entitled "Your privacy preferences and "opting-out").

From time to time, you may be invited to participate in optional customer surveys or contests, and Vzual.com may request that you provide some or all of the above listed personal information in those surveys or contests. We use information collected through contests to contact winners and award prizes. We also use information collected from surveys to learn about our customers in order to improve our services and develop new products and services of interest to our customers.

Vzual.com uses "IP addresses", "cookies", "clear gifs", browser detection, and "weblogs" to provide a better experience on this Site and to give us useful business information. Third party technologies such as cookies may also be used for the same purposes.

IP addresses define the Internet location of computers and help us better understand the geographic distribution of our members and manage the performance of this Site. Cookies are tiny files placed onto the hard drive of your computer when you visit this Site, so we can immediately recognize you when you return to the Site and deliver content specific to your interests. You may modify your browser preferences to accept all cookies, be notified when a cookie is set, or reject all cookies. Please consult your browser instructions for information on how to modify your choices about cookies. If you modify your browser to reject certain or all cookies, you may not be able to use certain features of this Site.

We also use a technology called "clear gifs". Clear gifs are tiny graphics with unique identifiers that are used to track emails and online movements, helping us understand what marketing campaigns and content are effective.

We detect the type of web browser you are using to optimize the performance of this Site and to understand the mix of browsers used by our visitors, guests, and members. To learn about how people use our Site, we examine weblogs, which show the paths people take through our site and how long they spend in certain areas.

Vzual.com may also contract with unaffiliated third parties to provide services for the Site, such as software for Site features, customer communications, sweepstakes and prize fulfillment, analyzing and evaluating the information we collect, and other services. When we do this, we may provide your personally identifiable information to third parties only to provide those services, and they are not authorized to use your personally identifiable information for any other purpose.

Our commitment to data security

Access to your data is limited to authorized Vzual.com staff and vendors and restricted by password protection mechanisms. We process all Service orders on a secure server that encrypts all financial information through Secure Sockets Layer (SSL). Although total security does not exist on the Internet, Vzual.com shall make commercially reasonable efforts to safeguard the information that you submit to Vzual.com. We will not store your credit card information in our database unless you provide us such information for use with the Service. Credit card numbers are used for processing payments only and for no other purposes.

Use of Vzual.com by Children

The products and services offered by Vzual.com are not intended for use by children. Vzual.com will not knowingly collect any personally identifiable information submitted by visitors to the site who are under the age of 18.

Your privacy preferences and opting out

When you sign up as a user of the Service, you may begin receiving marketing communications such as e-mail newsletters, product and service updates, promotions, and contests. Our customers generally find this type of information useful.

How to access or correct your information

You can access and maintain your personally identifiable information on your "My Account" area. To protect your privacy and security, we require a Member ID and password to verify your identity before granting access or making corrections.

Legal disclaimer

We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on this Site.

It is possible that we could decide to sell the business or assets associated with this Site or the Service. In any transaction of this kind, customer information, including your personally identifiable information, may be among the assets that are transferred. It is also possible that Vzual.com would sell all or substantially all of its assets and business and in such case customer information, including your personally identifiable information, would almost certainly be among the assets that are transferred. If we sell our business or assets in one of these ways, you will be notified by a notice placed on this Site, by an email to your last known email address, as indicated in Vzual.com's records, or by mail to your last known mailing address, as indicated in Vzual.com's records.

This Site contains links to other websites. Vzual.com is not responsible for the privacy practices of these other websites. We encourage you to be aware when you leave this Site, and to read the privacy statements of each web site that collects personally identifiable information. Some linked sites are co-branded with our trademarks and those of our business partners. They may have the look and feel of this Site, but the website address in your browser window will indicate that you are visiting a different website. This statement of privacy practices applies only to information collected by Vzual.com at this Site.

How to contact us

Should you have questions or concerns, please call our Customer Care line at 1-949-481-3435, send an email to info@vzual.com or mail Vzual.com, Inc., 29542 Spotted Bull Lane, San Juan Capistrano, Ca.  92675.

 

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