Visier Service Portals Terms Of Use

Version: September 14, 2021

Welcome! These Terms of Use are applicable to Your use and participation in the Visier Service Portals, which may include Your membership or participation in one or more Visier Forum offerings.

By accessing or using any part of the Visier Service Portals, You agree that You are subject to and will comply with these Terms of Use, as We may update them from time to time.

Please make sure that You read and understand these Terms of Use. These Terms of Use are a legal agreement between You and Us that govern Your use of and participation in the Visier Service Portals. By using or participating in the Visier Service Portals, You are agreeing to these Terms of Use and Our Privacy Statement athttp://www.visier.com/privacy. If You do not agree to these Terms of Use, please do not click the “I Agree” button or box, create an account, enroll as a member, participate in, or otherwise use any of the Visier Service Portals.

We may, at any time, modify these Terms of Use. If We modify these Terms of Use, We will post Our modified Terms of Use at https://www.visier.com/portal-terms/ and the modified Terms of Use will supersede any prior Terms of Use. By continuing to use the Visier Service Portals, You agree that you accept all of Our modifications to these Terms of Use. If You do not agree to the new Terms of Use, You must stop using the Visier Service Portals.

By accepting these Terms of Use, You affirm that You are (a) at least eighteen (18) years old, and (b) have full power and authority to enter into these Terms of Use and doing so will not violate any other agreement to which You are a party.

Definitions

“Visier Forums” means the community sites, message boards, chat forums, conversation workshops, thought-leadership engagements, live or in-person sessions, and such other Visier-facilitated user-interaction based offeringsprovided in accordance with these Terms of Use, including without limitation the Visier Community and the People Intelligence Alliance

“Visier Service Portals” means collectively those service portal sites for users accessible at my.visier.com together with the Visier Forums.

“We,” “Our” or “Us” means Visier, Inc. or Visier Solutions Inc.

“You” or “Your” means You as an individual, and any company or organization for whom You are using the Visier Service Portals.

Your Profile and Account

You are responsible for any activities that occur in Your Visier Service Portals accounts, even if You did not authorize such activities. It is Your responsibility to maintain the confidentiality of Your password. You agree that We may send You important information and notices regarding the Visier Service Portals and Your Visier Service Portals account by email or other means based on the information You provide to Us. When You register, You agree to (a) provide true, accurate, current and complete information about Yourself as prompted by the registration form, and (b) maintain and promptly update Your registration information to keep it true, accurate, current and complete. You must notify Us immediately of any unauthorized use or suspected unauthorized use of Your account or password. In addition, if You know or suspect Your password has been compromised, You must promptly change Your password. Even if You give Us notice, You could be held liable for losses incurred by Us or another party due to someone else using Your account or password.

Acceptable Use

You are responsible for all activities that occur in Your Visier Service Portals accounts. You will treat other Visier Service Portals users with courtesy and respect. You agree that You will only upload, share, post, publish, discuss, or otherwise make available content that You have the right and authority to share. You will not:

Impersonate any other person;
Falsely say or imply that You are associated with another person or entity;
Transmit spam, bulk or unsolicited communications;
Interfere with the use of the Visier Service Portals by anyone else;
Violate any applicable local, provincial or state, national, or international law;
Submit content in exchange for payment or other consideration from another person or entity;
Impose a disproportionate load on the Visier Service Portals or its server infrastructure, whether through denial of service attacks or otherwise;
Attempt to interfere with the operation of the Visier Service Portals;
Attempt to or actually circumvent the Visier Service Portals technological protections, safeguards, and/or security mechanisms;
Use a spider, scraper, or other automated technology to access the Visier Service Portals;
Collect information about other Visier Service Portals users without their consent; or
Submit, discuss, or link to any content that:
- Infringes or violates the intellectual property or other rights of any person or entity;
- Intentionally interferes with the operation of the Visier Service Portals;
- Violates anyone’s privacy or publicity rights;
- Breaches any duty of confidentiality that You owe to anyone;
- Provides any non-public information about Us or any other company or person without authorization (including the names and contact information for Our employees or Visier Service Portals users);
- Is, in Our judgment, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
- Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or
- Contains false or deceptive language, unsubstantiated or comparative claims regarding Ours or others’ products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.

Please remember that You may be providing content for an international audience. Things that do not seem abusive, obscene, or offensive to You might seem so to others. Please be mindful of the cultural context. We reserve the right, in Our sole discretion and without notice to You, to remove any content submitted or posted by You to the Visier Service Portals.

Visier Forums

These Terms and Conditions also govern your use of and participation in the Visier Forums. Visier Forums are intended to provide an open, welcoming forums to share ideas, discuss industry trends, engage in meaningful dialogue, and gain knowledge. Accordingly, without limiting anything else in these Terms and Conditions, we ask that you refrain from posting anything to or discussing matters in the Visier Forums that:

Would be considered “NSFW” (Not Safe for Work), inappropriate, offensive, or disruptive to a thread or conversation (i.e. trolling)
Is off-topic to the original content and ongoing conversation of a particular thread
Is discriminatory
Contains spam, unauthorized advertising, or other communications intended to solicit commercial opportunity or is otherwise posted for financial gain
Is the same information cross posted across multiple forums
Contains links to content that is incapable of display
Is posted under a duplicate account
Is illegal, or otherwise glamorizes illegal activity
Is confidential or proprietary to You or Your organization

We reserve the right, in Our sole discretion and without notice to You, to remove any content submitted or posted by You to the Visier Forums.

AS A FREE SPACE TO SHARE AND CONSUME IDEAS, VISIER FORUMS ARE FACILITATED BY VISIER FOR THE PURPOSES OF OPEN AND TRANSPARENT ENGAGEMENT ONLY. VISIER IS NOT RESPONSIBLE FOR THE CONTENT OR USE OF INFORMATION SHARED BY ANY VISIER FORUM USER. YOU UNDERSTAND THAT YOU SHOULD NOT SHARE IDEAS OR INFORMATION THAT IS CONSIDERED CONFIDENTIAL OR PROPRIETARY TO YOU OR YOUR ORGANIZATION, AND THAT THERE IS NO EXPECTATION THAT INFORMATION SHARED IN VISIER FORUMS IS OR WILL BE MAINTAINED IN CONFIDENCE OR CARRY ANY OTHER RESTRICTIONS, INCLUDING ANY RESTRICTIONS ON USE, IMPOSED ON ANY USER CONSUMING SUCH INFORMATION. IT IS UNDERSTOOD THAT VIEWS EXPRESED BY THOSE USERS OF THE VISIER FORUMS ARE OF THE PERSONAL USERS ONLY AN DO NOT REFLECT THE VIEWS OR POLICIES OF EMPLOYEERS, AFFILIATED ORGANIZATIONS, OR OF VISIER. THIS DISCLAIMER IS IN ADDITION TO ANY OTHER DISCLAIMERS AND THE LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THESE TERMS OF USE.

ASSUMPTION OF RISK AND WARRANTY DISCLAIMER

THE VISIER SERVICE PORTALS ARE PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CONTENT POSTED BY US ON THE VISIER SERVICE PORTALS PAGES ARE NOT PART OF ANY USER GUIDE OR LEGAL AGREEMENT. ALL SUCH CONTENT IS PROVIDED “AS-IS”, AND WE DO NOT MAKE ANY REPRESENTATION AS TO ITS QUALITY OR ACCURACY, AND WE SPECIFICALLY DISCLAIM THE COMPLETENESS, RELIABILITY OR ORIGINALITY OF SUCH CONTENT. WE DISCLAIM ANY RESPONSIBILITY WHATSOEVER FOR ANY CONTENT OR MATERIAL ON THE VISIER SERVICE PORTALS NOT ORIGINATING WITH US.

WE CANNOT GUARANTEE THAT ANY CONTENT, MATERIALS, FILE OR OTHER DATA (“DOWNLOADED MATERIALS”) DOWNLOADED FROM THE VISIER SERVICE PORTALS IS FREE OF VIRUSES, MALWARE, HARMFUL CODE, OR OTHER DESTRUCTIVE FEATURES. YOU ARE RESPONSIBLE FOR IMPLEMENTING YOUR OWN SAFEGUARDS TO DETECT AND ADDRESS ANY POTENTIAL RISK ASSOCIATED WITH DOWNLOADED MATERIALS.

YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE VISIER SERVICE PORTALS.

NO DAMAGES

IN NO EVENT WILL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF VISIER, INC., VISIER SOLUTIONS INC., ITS SPONSORS, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE AFFILIATES’ SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

Indemnity

You agree to defend, indemnify and hold Us and Our affiliates and Our and their officers, directors, and employees harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) relating to arising from: (a) Your breach of these Terms of Use; (b) Your access to or use of the Visier Service Portals (including through any unauthorized use of Your account); or (c) any claim made by a third party arising out of content You submit or post on the Visier Service Portals.

License and Privacy

Subject to your compliance with these Terms of Use, We grant You a limited, revocable, non-exclusive, non-assignable, non-sublicensable license and right to access and use the Visier Service Portals that We provide through a generally available web browser, mobile device, or application for personal, non-commercial purposes in accordance with these Terms of Use. Any other use of the Visier Service Portals is strictly prohibited. We reserve all rights, title and interest in and to all intellectual property rights subsisting in the Visier Service Portals, including but not limited to its user interface, branding, and underlying technology. No rights are granted to You hereunder other than as expressly set forth herein.

The Visier Service Portals makes certain social networking components and interactive features available, such as Visier Forums, Visier Community, People Intelligence Alliance, blogs, chat groups, bulletin boards, newsgroups, as well as, the display of content from linked third-party websites, which may allow You to submit, transmit or post information, including data, communications, text, graphics, links, audio, video, photos and other information and materials (“Content”). You grant to Us a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, fully paid up and royalty-free right and license to use, copy, modify, perform and display publicly, republish, distribute and create derivative works based on, and otherwise exploit, in whole or in part, throughout the world in any form, format, or medium now or hereafter known, any Content or material You contribute to the Visier Service Portals. This includes without limitation the right to incorporate Your Content and material into any Visier product, service or documentation, and to use, display, market, sell, distribute and sublicense Your Content as embedded in Visier products, services or documentation without compensation to You. You represent and warrant that You have all the rights necessary to allow Us and Our third-party providers to use Your Content as set forth in these Terms of Use and transfer any Content that You may provide to Us anywhere in the world. By posting Content on the Visier Service Portals, You represent and warrant that the posting of Your Content does not violate these Terms of Use or applicable laws. You waive any intellectual property or other claims You may have now or in the future against Visier or anyone using a product or service marketed by Visier relating to Your Content on the Visier Service Portals, the hosting by Visier of other parties’ content, and the hosting by Visier of user reviews. You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the Content posted by others except as expressly set forth in these Terms of Use or allowed by law.

We process personal information in the course of your interaction with the Visier Services Portals, including for the purposes of administering login to the Visier Services Portals, facilitating discussions, engagements, and introductions between users, and engaging with You in Your use of the Visier Services Portals, in accordance with Our Privacy Statement available at https://www.visier.com/privacy/.

Feedback

By submitting any feedback, suggestions, questions, comments and the like (“Feedback”) to Us, You agree that We are free to use the Feedback for any purpose without any restriction or compensation to You. Our use of Feedback may include but is not limited to developing, marketing and selling products. By receiving Your Feedback, We do not give up any rights to use similar or related feedback, ideas, concepts, know-how, techniques or other information previously known to Us, or developed by Our employees, or obtained from sources other than You. We do not wish to receive confidential or proprietary ideas. All Feedback submitted to Us through the Visier Service Portals will be considered NON-CONFIDENTIAL and NON-PROPRIETARY.

Removal of Content

If We receive a notice alleging that Content You posted on the Visier Service Portals infringes another party’s copyright, We may remove that Content in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act). If You would like Us to remove any Content from the Visier Service Portals for any reason, please notify Us, including by submitting a support ticket through the Visier Service Portals where available. While We do not have any obligation to remove Content merely because of a removal request, We will review all such requests and will remove Content that We determine should be removed, in Our sole discretion and in accordance with these Terms of Use (including Our Privacy Policy) and applicable law.

If you believe that Your copyrighted work has been copied on the Visier Service Portals in a way that infringes your copyright, please notify Us, including by submitting of a support ticket through the Visier Service Portals where available, and include the following information:

A description of the copyrighted work that you believe has been infringed;
A description of where that work is located on the Visier Service Portals;
A description of your ownership right in the works, or your authority to act on behalf of the copyright owner; and
Your contact information.

Third-Party Links and Other Users

The Visier Service Portals may contain links to third party sites; such linked sites are not under Our control and We are not responsible for the content or performance of any linked site or any link contained in a linked site. We reserve the right to remove any links at any time. In particular, you acknowledge that certain functionality of Visier Service Portals, including the Visier Forums, may require your review and acceptance of third party terms and conditions that will govern Your engagement with such third parties. If You decide to access any of the third party sites linked, You do so entirely at Your own risk.

We do not control, are not responsible for and make no representations or warranties with respect to any user of the Visier Service Portals or their conduct. You are solely responsible for Your interaction with or reliance on any other user of the Visier Service Portals or their conduct. You further understand that you may be exposed to content from others that is offensive, indecent or objectionable.

Enforcement

We generally do not prescreen, verify, edit, monitor or moderate the content posted by users but We may do so from time to time in Our sole discretion, including in Visier Forums or private groups. We and Our agents reserve the right to investigate any violation of these Terms of Use and to take appropriate remedial action. We reserve the right to enforce these Terms of Use at Our sole discretion, including, but not limited to, warning users of violations, disabling or suspending privileges and/or access, deleting, screening or editing any content, or prohibiting any behavior that does not comply with these Terms of Use, or which we otherwise deem inappropriate, harmful, objectionable or inaccurate. Deliberate attempts by You or someone on Your behalf to evade or circumvent the suspension or termination of Your use or participation on the Visier Service Portals violates these Terms of Use, constitutes an unlawful trespass to Our equipment and systems, and may result in legal action. We may release information concerning Your use of the Visier Service Portals (including posted content, registration information, and network records) when We believe release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply these Terms of Use; to protect Our rights or property; to protect against fraudulent, abusive or unlawful use or participation on the Visier Service Portals; or if We reasonably believe that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure. No failure or delay by either party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. To report violations of these Terms of Use, please contact Us, including by submitting a support ticket through the Visier Services Portals where available, with appropriate details including Your contact information.

Account Termination By Visier

These Terms of Use will continue until terminated. You may terminate these Terms of Use at any time and for any reason by deactivating Your account and discontinuing Your use of the Visier Service Portals. The following provisions survive and will remain in full effect after termination or expiration of these Terms of Use: 1 (Definitions), 5 (Assumption of Risk and Warranty Disclaimer), 6 (No Damages), 7 (Indemnity), 8 (License and Privacy (except for the license granted by Us to You under that Section)), 9 (Feedback), 10 (Removal of Content), 11 (Third-Party Links and Other Users), 12 (Enforcement), 13 (Account Termination by Visier), 14 (Right to Modify or Discontinue Service), 15 (Contracting Entity; Validity, Interpretation and Enforcement), and 16 (Miscellaneous). We may suspend or terminate Your access to the Visier Service Portals immediately without any liability, upon notice, if in Our sole judgment You have violated these Terms of Use. We may also suspend or terminate Your use of the Visier Service Portals, or condition Your continued use on additional terms. If Your continued use, in Our sole judgment, poses an undue or disproportionate burden on the Visier Service Portals or if Your activity is disruptive or detrimental to other users or the security of the Visier Service Portals, Your employer may be notified and You may be banned from future participation in the Visier Service Portals and other Visier events, including Visier Forums.

Right to Modify or Discontinue Service

The Visier Service Portals are constantly evolving and changing. As a result, the Visier Service Portals may change at any time and without prior notice. We retain the right to, among other things, add, change, update, discontinue, suspend or limit the Visier Service Portals, at any time at Our sole discretion. We will not be liable to You or to any third party for any modification, suspension or discontinuance of the Visier Service Portals or any accounts.

Contracting Entity; Validity, Interpretation and Enforcement

15.1. Where You are domiciled in the United States of America:

The entity that is entering into these Terms of Use with You is Visier, Inc., a Delaware corporation.
These Terms of Use are governed by the laws of the State of California, USA without regard to its conflict of laws principles.
The parties agree that any and all disputes, claims or controversies arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Use to mediate and arbitrate, shall be submitted to JAMS, or its successor, first for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to this Section. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to the Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the cooperation and good faith obligations in this Section. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling. Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and take place in San Jose, California. The arbitrator shall award to the prevailing party, if any, costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded.

15.2 Where You are domiciled in Canada:

The entity that is entering into these Terms of Use with You is Visier Solutions Inc., a British Columbia corporation.
These Terms of Use are governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles.
The parties agree to attempt to resolve all disputes arising out of or in connection with these Terms of Use, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Mediation Rules. If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Rules. The place of mediation or arbitration will be Vancouver, British Columbia, and will be conducted in English. The arbitrator will have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees, and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine; provided, the prevailing party shall be awarded reimbursement of its reasonable expresses incurred in connection with resolving the dispute. Judgement upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any reward and or order of enforcement, as the case may be. Notwithstanding the foregoing, either party may institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall be only awarded by the arbitrator. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded.

15.3 Where You are domiciled outside of the United States of America and Canada:

The entity that is entering into these Terms of Use with You is Visier Solutions Inc., a British Columbia corporation.
These Terms of Use are governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles.
The parties agree that, in the event of any dispute arising out of or in connection with these Terms of Use, the parties shall first refer the dispute to proceedings under the ICC Mediation Rules. If the dispute has not been settled pursuant to the said Rules within 30 days following the filing of a Request for Mediation, or within such other period as the parties may agree in writing, such dispute shall thereafter be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The mediation or arbitration, as the case may be, will be conducted in Vancouver, British Columbia, Canada and will be conducted in English. The arbitrator will have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees, and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine; provided, the prevailing party shall be awarded reimbursement of its reasonable expresses incurred in connection with resolving the dispute. Judgement upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any reward and or order of enforcement, as the case may be. Notwithstanding the foregoing, either party may institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall be only awarded by the arbitrator. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded.

If a claim proceeds in court rather than through arbitration, We each waive any right to a jury trial.

Notwithstanding this arbitration clause above, any party to a dispute under these Terms of Use will be entitled to seek preliminary injunctive relief from any court of competent jurisdiction. You agree that material breach of certain provisions in these Terms of Use will result in irreparable harm to Us and damages would be an inadequate remedy. Therefore, in addition to Our rights and remedies otherwise available at law, We will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if We seek such an injunction.

Miscellaneous

These Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Us. You may not assign Your rights or obligations under these Terms of Use, whether by operation of law or otherwise, without Our prior written consent. Except as expressly stated in these Terms of Use, these Terms of Use constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. If any provision of these Terms of Use is held by an arbitrator or court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms of Use will remain in effect. No modification, amendment, or waiver of any provision of these Terms of Use will be effective unless it is by an update to these Terms of Use that We make available on this website. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use the Visier Service Portals or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Use and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact Us

If You have any questions regarding these Terms of Use please contact Us, including by submitting a support ticket through the Visier Service Portals where available.