Hello and welcome to NovaVerse’s Terms of Service!
These Terms of Service ("Terms") cover your use of and access to the sites, products, applications, tools, services and features (collectively, the "Services") provided by NovaVerse (as defined below), including without limitation during free trials, on the websites and associated domains of www.creativehouse.visualhouse.com, www.visualhouse.com, NovaVerse web, mobile and other applications.
Please read this Agreement (as defined below) carefully! IT INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, AND COVERS AREAS SUCH AS AUTOMATIC SUBSCRIPTION RENEWALS, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, THE RESOLUTION OF DISPUTES BY ARBITRATION AND A CLASS ACTION WAIVER. Please note if you are an EU Consumer (as defined below), some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you reside.
By using or accessing the Services, you're agreeing to these Terms, our Product Specific Terms, our Copyright Policy, our Acceptable Use Policy and our Data Processing Addendum (collectively, this “Agreement”). If you're using the Services for or on behalf of an organization, you're agreeing to this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to “you”, “your” and similar terms are construed accordingly in this Agreement. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.
If you are a resident of or have your principal place of business in the United States of America or any of its territories or possessions (the “US”), you are agreeing to this Agreement with VH International Ltd (“Visualhouse”) and are a “US User”. If you are a “Non-US User” you are agreeing to this Agreement with VH International Ltd (“Visualhouse”). References to “NovaVerse”, “Visualhouse” “us”, “we” and “our” mean VH International Ltd if you are a US User or a Non-US User. In addition, certain services may be provided to you by a Visualhouse company other than VH International Ltd and may be subject to additional terms directly between you and such other Visualhouse company; such additional terms will specify the name of the Visualhouse company, and you will contract with such Visualhouse company solely with respect to such terms and such service.
We’ve tried to make this Agreement fair and straightforward, but feel free to contact us if you have any questions or suggestions.
1. Creating Accounts
Make sure your account information is accurate and that you keep your accounts safe. You’re responsible for your accounts and any activity on them. Also, you need to be at least 16 years old to use NovaVerse.
1.1. Signing Up. To use many of the Services, you must first create an account (“Account”). Different parts of the Services may require different Accounts. You agree to provide us with accurate, complete and at all times up to date information for your Accounts. We may need to use this information to contact you.
1.2. Staying Safe. Please safeguard your Accounts and make sure others don't have access to your Accounts or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.
1.3. Sixteen And Older. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.
2. Your Content
2.1. Your User Content Stays Yours. Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, music, audio, videos, fonts, logos, stickers, code, non-fungible tokens ("NFTs") and associated content, and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.
2.2. Your License To Us. When you provide User Content via the Services, you grant NovaVerse (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
3. Your Responsibilities
3.1. Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.
3.2. Follow The Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.
3.3. Share Responsibly. The Services let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.
3.4. Comply With Our Acceptable Use Policy. You must comply with our Acceptable Use Policy (which is incorporated herein by reference). You represent and warrant that your User Content and your use of the Services complies with our Acceptable Use Policy.
4. User Content
4.1. User Content. The Services or sites, stories, or videos created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services.
5. Our Intellectual Property
5.1. Visualhouse Owns NovaVerse. The Services are, as between you and NovaVerse, owned by Visualhouse, and are protected by copyright, trade secret, trademark and other US and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.
5.2. We Can Use Your Feedback For Free. We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
5.3. Our Demo Content. We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration.
5.4. Our Betas Are Still In Beta. We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services.
6. Our Rights
6.1. Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or your User Content; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).
6.2. Ownership Disputes. Sometimes ownership of an Account or site is disputed between parties, such as a business and its employees. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or site ownership and to transfer an Account or site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
7.2. Data Processing Addendum. Our Data Processing Addendum forms part of this Agreement.
7.3. You Must Comply With Data Protection, Security And Privacy Laws. You agree and warrant that you are solely responsible when using Your Sites or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Sites and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Sites (including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).
7.5. Protect And Improve The Services. You agree that we may protect and improve the Services through analysis of your use of the Services and/or your End Users’ in anonymized, pseudonymized, de-personalized and/or aggregated form.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
9. Paid Services And Fees
9.1. Fees. You can access certain portions of the Services by submitting a fee payment (such services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time via the Services. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services, within your eCommerce Payment Processor account(s) and/or on a mobile app store invoice, unless otherwise indicated. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.
9.2. Taxes. All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If NovaVerse has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where NovaVerse does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
9.3. Automatic Subscription Renewals. To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period or amount afterwards until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one (1) month. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal at any time by contacting us.
9.4. Refunds. While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion, or if legally required. Some of the Paid Services may offer a free trial so you can try out your subscription. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.
9.5. Fee Changes. We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.
9.6. Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact us directly before filing a Chargeback. We reserve our right to dispute any Chargeback.
9.7. Our Payment Processor. We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.
10. Services Details & Product Specific Terms
10.1. Not all Services are available in all regions/countries. Certain Services (or features or portions thereof) may vary depending on your region/country.
10.2. Our Product Specific Terms apply to your access to and use of certain specific products, features or services available via the Services as specified in our Product Specific Terms. Our Product Specific Terms are incorporated by reference into this Agreement.
“eCommerce Payment Processor” as used herein has the meaning set forth in our Product Specific Terms.
“Your eCommerce” as used herein has the meaning set forth in our Product Specific Terms.
11. Term And Termination
Either of us can end this agreement at any time.
This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you violate these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
12. Warranty Disclaimers
12.1. Disclaimers. To the fullest extent permitted by applicable law, NovaVerse makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. NovaVerse also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from NovaVerse, shall create any warranty. NovaVerse makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.
12.2. Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 12.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.
13. Limitation Of Liability
Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will NovaVerse and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not NovaVerse has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the aggregate liability of NovaVerse for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to NovaVerse in the twelve (12) months immediately preceding the event that gave rise to such claim. If you are an EU Consumer, NovaVerse is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area.
To the fullest extent permitted by law, you agree to indemnify and hold harmless NovaVerse and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and other operations for which NovaVerse may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.
15. Dispute Resolution
15.1. Applicability. This Section 15 shall only apply to: (a) US Users; (b) Non-US Users who are not EU Consumers; or (c) EU Consumers who bring any claim against NovaVerse in the US (to the extent not in conflict with Section 16.2).
15.2. Informal Resolution. Before filing a claim against NovaVerse, you agree to try to resolve the dispute by first emailing [email protected] with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or NovaVerse may then bring a formal proceeding.
15.3. Arbitration Agreement. Unless you opt-out during the Opt-Out Period in accordance with Section 15.4, you and NovaVerse agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and NovaVerse expressly waive the right to formal court proceedings ( including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
15.4. Arbitration Opt-Out. You can decline this agreement to arbitrate by emailing us at [email protected] within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 15. 4, then Sections 15.3, 15.5, 15.6 and 15.7 of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 15.9 (Time for Filing), 15.10 (No Class Actions) and 16.2 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact [email protected].
15.5. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
15.6. US Users. If you are a US User, you and NovaVerse agree that this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 16.2 below). Any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
15.7. Non-US Users. If you are a Non-US User, you and NovaVerse agree that any arbitration hearings will take place at a location to be agreed upon in London, England, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
15.8. EU Consumers. If you are an EU Consumer who brings a claim against NovaVerse in the US, you and NovaVerse agree that any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
15.9. Arbitration Fees. The arbitrator will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
15.10. Exceptions To Arbitration Agreement. Notwithstanding anything in this Agreement, either you or NovaVerse may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
15.10.1. US Users. If you are a US User, either you or NovaVerse may assert claims, if they qualify, in small claims court in New York, New York or any US county where you reside or work.
15.11.2. Non-US Users. If you are a Non-US User, either you or NovaVerse may assert claims, if they qualify, in small claims court in London, England or any county in Ireland where you reside or work.
15.10.3. EU Consumers. If you are an EU Consumer who brings a claim against NovaVerse in the US, such claims must be asserted, if they qualify, in small claims court in New York, New York.
15.11. Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
15.10. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.
16. Additional Terms
16.1. Entire Agreement. This Agreement constitutes the entire agreement between you and NovaVerse regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a Visualhouse company that sets forth such Visualhouse company’s third party beneficiary rights to enforce this Agreement).
16.2. Controlling Law; Judicial Forum For Disputes.
16.2.1. US Users. If you are a US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of New York with respect to Section 15. If Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, you and NovaVerse agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of New York, New York and you and NovaVerse consent to venue and personal jurisdiction in such courts.
16.2.2. Non-US Users. If you are a Non-US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of England, without regard to its conflict of law provisions. If you are an EU Consumer, this Section does not limit or affect any rights you may have under any mandatory laws of the country where you habitually reside. If Section 15 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 15.4, you and NovaVerse agree that, except where Section 16.2.3 applies, any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of Ireland and you and NovaVerse consent to venue and personal jurisdiction in such courts.
16.2.3. EU Consumers. If you are an EU Consumer, as long as Section 15 does not apply to you or your claim, you and NovaVerse agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) may only be brought in a court located in Ireland or a court with jurisdiction in your place of habitual residence. If you are an EU Consumer and NovaVerse wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you habitually reside.
16.3. EU Online Dispute Resolution. If you are an EU Consumer, you can access the European Commission’s online dispute resolution platform here. Please note that Visualhouse is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with you.
16.4. Waiver, Severability And Assignment. Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.
16.5. Modifications. We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.
16.6. Events Beyond Our Control. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, pandemic, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
16.7. Translation. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.
1. Some key terms
With respect to personal information in NovaVerse’s possession, we play a few different roles under global data privacy laws. In order to understand your and NovaVerse’s obligations, it’s important to understand the difference between NovaVerse Controlled PI and User Controlled PI.
· “NovaVerse Controlled PI” means personal information for which NovaVerse determines the purposes and means of processing.
· “User Controlled PI” means personal information for which a User determines the purposes and means of processing. For User Controlled PI, NovaVerse acts as a data processor, service provider or similar term under applicable law. User Controlled PI includes User Content and End Users' personal information described in Section 12 that we host and process on behalf of our Users. Our Users tell us what we do with User Controlled PI on our Users’ instructions. Our Users are responsible for ensuring that their collection and processing of User Controlled PI complies with applicable law. If you are a User looking for contractual provisions about how NovaVerse will treat and secure your User Controlled PI, please see our Data Processing Addendum.
3. Personal information we collect
We collect various personal information regarding you or your device. This includes the following:
· Information you provide to create an Account, specifically email address, first name and last name.
· Information you provide if you sign up for Paid Services. For most Paid Services, this will include your billing address as well as a portion of your payment information which is provided to us from our payment processor (such as the last four digits, the country of issuance and the expiration date of the payment card).
· The emails and other communications that you send us or otherwise contribute, such as customer support inquiries or posts to our customer message boards or forums. Please be aware that information on public parts of our sites is available to others.
· Information you share with us in connection with surveys, contests or promotions.
· Information from your use of the Services or Users’ sites. This includes: IP addresses, preferences, web pages you visited prior to coming to our or our Users’ sites, information about your browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), information about how you interact with the Services and our Users’ sites (such as timestamps, clicks, scrolling, browsing times, searches, transactions, referral pages, load times, and problems you may encounter, such as loading errors).
4. How we collect personal information
We obtain personal information from various sources. We do this in three main ways:
· You provide some of it directly (such as by registering for an Account).
· We record some of it automatically when you use our Services or Users’ sites (including with technologies like cookies).
We’ve described this in more detail below.
a. Personal information you provide
When you use our Services, we collect information from you in a number of ways. For instance, we ask you to provide your name and email address to register and manage your Account. We also maintain your marketing preferences and the emails and other communications that you send us or otherwise contribute, such as customer support inquiries or posts to our customer message boards or forums. You might also provide us with information in other ways, including by responding to surveys, submitting a form or participating in contests or similar promotions.
Sometimes we require you to provide us with information for contractual or legal reasons. For example: (i) we may ask you to provide a mailing address and/or select your jurisdiction when you sign up for Paid Services to determine if, and how much, tax we need to collect from you. We’ll normally let you know when information is required, and the consequences of failing to provide it. If you do not provide personal information when requested, you may not be able to use our Services if that information is necessary to provide you with the service or if we are legally required to collect it.
b. Personal information obtained from your use of our Services
When you use our Services, we collect information about your activity on and interaction with the Services, such as your IP address(es), your device and browser type, the web page you visited before coming to our sites, what pages on our sites you visit and for how long and identifiers associated with your devices. If you’ve given us permission through your device settings, we may collect your location information in our mobile apps.
If you are an End User of our Users’ sites, we also get information about your interactions with their sites, though we use this in anonymous, aggregated or pseudonymized form which does not identify you directly. We use this data to evaluate, provide, protect or improve our Services (including by developing new products and services).
5. How we use your personal information
We use the personal information we obtain about you for the following purposes:
· Provision of the Services. Create and manage your Account, provide and personalize our Services, register or transfer your domain names, process payments and respond to your inquiries.
· Communicating with you. Communicate with you, including by sending you emails about your transactions and Service-related announcements.
· Surveys and contests. Administer surveys, contests and other promotions.
· Promotion. Promote our Services and send you tailored marketing communications about products, services, offers, programs and promotions of NovaVerse and our partners and measure the success of those campaigns. For example, we may send different marketing communications to you based on your subscription plan or what we think may interest you based on other information we hold about you.
· Advertising. Analyze your interactions with our Services and third parties’ online services so we can tailor our advertising to what we think will interest you. For example, we may decide not to advertise our Services to you on a social media site if you already signed up for Paid Services or we may choose to serve you a particular advertisement based on your subscription plan or what we think may interest you based on other information we hold about you.
· Improving our Services. Analyze and learn about how the Services are accessed and used, evaluate and improve our Services (including by developing new products and services and managing our communications) and monitor and measure the effectiveness of our advertising. We usually do this based on anonymous, pseudonymized or aggregated information which does not identify you directly. For example, if we learn that most Users of Paid Services use a particular integration or feature, we might wish to expand on that integration or feature.
· Security. Ensure the security and integrity of our Services.
· Third party relationships. Manage our vendor and partner relationships.
· Enforcement. Enforce our Terms of Service and other legal terms and policies.
· Protection. Protect our and others’ interests, rights and property (e.g., to protect our Users from abuse).
· Complying with law. Comply with applicable legal requirements, such as tax and other government regulations and industry standards, contracts and law enforcement requests.
We process your personal information for the above purposes when:
· Consent. You have consented to the use of your personal information in a particular way. When you consent, you can change your mind at any time.
· Performance of a contract. We need your personal information to provide you with services and products requested by you, or to respond to your inquiries. In other words, so we can perform our contract with you or take steps at your request before entering into one. For example, we need your email address so you can sign in to your NovaVerse account.
· Legal obligation. We have a legal obligation to use your personal information, such as to comply with applicable tax and other government regulations or to comply with a court order or binding law enforcement request.
· Legitimate interests. We have a legitimate interest in using your personal information. In particular, we have a legitimate interest in the following cases:
o To operate the NovaVerse business and provide you with tailored advertising and communications to develop and promote our business.
o To analyze and improve the safety and security of our Services - we do this as it is necessary to pursue our legitimate interests in ensuring NovaVerse is secure, such as by implementing and enhancing security measures and protections and protecting against fraud, spam and abuse.
o To provide and improve the Services, including any personalized services - we do this as it is necessary to pursue our legitimate interests of providing an innovative and tailored offering to our Users on a sustained basis.
o To share your personal information with other NovaVerse group companies that help us provide and improve the Services.
o To comply with a court order or binding law enforcement request.
o To anonymize and subsequently use anonymized information.
· Protecting you and others. To protect your vital interests, or those of others.
6. How we share your personal information
We share personal information in the following ways:
· Affiliates. We share personal information with our affiliates when it is reasonably necessary or desirable, such as to help provide services to you or analyze and improve the services we or they provide.
· Users. We share with our Users data regarding usage by End Users of their sites. For example, we provide a User with information about what web page the End User visited before coming to their site and how their End Users interacted with their site. This is so Users can analyze the usage of their sites and improve their services.
· Business partners. We may share personal information with business partners. For example, we may share your personal information when our Services are integrated with their Third Party Services, but only when you have been informed or would otherwise expect such sharing.
· Third Party Plugins and Social Networks. We may share personal information with website plugins, social media platforms or similar Third Party Services to improve your experience, at your direction, or when you intentionally interact with the plug-in. For example, when you use a Third Party Service to create or log in to your Account, we may share your personal information with that Third Party Service.
· Service providers. We share personal information with our service providers that perform services on our behalf. For example, we may use third parties to help us provide customer support, manage our advertisements on other sites, send marketing and other communications on our behalf or assist with data storage.
· Process payments. We transmit some of your personal information via an encrypted connection to our payment processor.
· Following the law or protecting rights and interests. We disclose your personal information if we determine that such disclosure is reasonably necessary to comply with the law, protect our or others’ rights, property or interests (such as enforcing our Terms of Service) or prevent fraud or abuse of NovaVerse or our Users or End Users. In particular, we may disclose your personal information in response to lawful requests by public authorities, such as to meet national security or law enforcement requirements.
· Advertising. We share personal information with third parties so they and we can provide you with tailored advertising and measure and monitor its effectiveness. For example, we may share your pseudonymized email address with a third party social media platform on which we advertise to avoid serving NovaVerse ads to people who already use NovaVerse.
· Business transfers. If we're involved in a reorganization, merger, acquisition or sale of some or all of our assets, your personal information may be transferred as part of that deal or the negotiation of contemplated deals.
7. Your rights and choices
Where applicable law requires (and subject to any relevant exceptions under law), you may have the right to access, update, change or delete personal information.
You can access, update, change or delete personal information (or that of your End Users) either directly in your Account or by contacting us at [email protected] to submit your request. Please note that we may need to verify your identity in connection with your requests, and such verification process may, if you do not have access to your Account, require you to provide us with additional information we maintain about you to verify your identity. Even if you have access to your Account, we may request additional information if we believe it’s necessary to verify your identity. If we are unable to verify your identity or request, we may not, in accordance with applicable law, be able to fulfill your request.
You can also elect not to receive marketing communications by changing your preferences in your Account or by following the unsubscribe instructions in such communications.
Please note that, for technical reasons, there is likely to be a delay in deleting your personal information from our systems when you ask us to delete it. We also will retain personal information in order to comply with the law, protect our and others’ rights, resolve disputes or enforce our legal terms or policies, to the extent permitted under applicable law.
You may have the right to restrict or object to the processing of your personal information or to exercise a right to data portability under applicable law. You also may have the right to lodge a complaint with a competent supervisory authority, subject to applicable law. If you are subject to EU data protection laws, we suggest you lodge any such complaints with our lead supervisory authority:
Irish Data Protection Commissioner
Data Protection Commission
21 Fitzwilliam Square South, Dublin 2, D02 RD28
Phone 01 7650100 & 1800437 737
Email: [email protected]
If you are a resident of the United Kingdom (the “UK”) or otherwise subject to UK data protection laws, you may lodge such complaints with the UK supervisory authority:
Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF United Kingdom, Phone 0303 123 1113, Live Chat
Additionally, if we rely on consent for the processing of your personal information, you have the right to withdraw it at any time and free of charge. When you do so, this will not affect the lawfulness of the processing before your consent withdrawal.
If you are an End User of one of our User’s sites, you should contact them to exercise your rights with respect to any information they hold about you.
8. How we protect your personal information
While no service is completely secure, we have a security team dedicated to keeping personal information safe. We maintain administrative, technical and physical safeguards that are intended to appropriately protect against accidental or unlawful destruction, accidental loss, unauthorized alteration, unauthorized disclosure or access, misuse and any other unlawful form of processing, of the personal information in our possession. We employ security measures such as using firewalls to protect against intruders, building redundancies throughout our network (so that if one server goes down, another can cover for it) and testing for and protecting against network vulnerabilities.
9. How we retain your personal information
The precise periods for which we keep your personal information vary depending on the nature of the information and why we need it. Factors we consider in determining these periods include the minimum required retention period prescribed by law or recommended as best practice, the period during which a claim can be made with respect to an agreement or other matter, whether the personal information has been aggregated or pseudonymized, and other relevant criteria. For example, the period we keep your email address is connected to how long your Account is active, while the period for which we keep a support message is based on how long has passed since the last submission in the thread.
As Users may have a seasonal site or come back to us after an Account becomes inactive, we don’t immediately delete your personal information when your trial expires or you cancel all Paid Services. Instead, we keep your personal information for a reasonable period of time, so it will be there for you if you come back.
Please note that in the course of providing the Services, we collect and maintain aggregated, anonymized or de-personalized information which we may retain indefinitely.
10. Data transfers
Personal information that you submit through the Services may be transferred to countries other than where you live, such as, for example, to our servers in the U.S. We also store personal information locally on the devices you use to access the Services.
Your personal information may be transferred to countries that do not have the same data protection laws as the country in which you initially provided the information. For example, data we store may be accessible to law enforcement and national security authorities under certain circumstances.
We rely upon a number of means to transfer personal information which is subject to: (a) the European General Data Protection Regulation (“GDPR”) in accordance with Chapter V of the GDPR; or (b) applicable UK data privacy laws in accordance therewith. These include:
· Standard data protection clauses. We transfer, in accordance with Article 46 of the GDPR, personal information to recipients that have entered into the European Commission approved contract for the transfer of personal data outside the European Economic Area. We transfer, in accordance with UK law, personal information to recipients that have entered into the UK Information Commissioner’s Office approved international data transfer agreement and the UK addendum to such European Commission approved contract.
· Other means. We may, in accordance with Articles 45 and 46 of the GDPR, transfer personal information to recipients that are in a country the European Commission or a European data protection supervisory authority has confirmed, by decision, offers an adequate level of data protection, pursuant to an approved certification mechanism or code of conduct, together with binding, enforceable commitments from the recipient to apply the appropriate safeguards, including as regards data subjects’ rights, or to processors which have committed to comply with binding corporate rules.
11. End Users’ personal information
Our Users who have created an Account using NovaVerse are responsible for what they do with the personal information they collect, directly or through NovaVerse, about their End Users. This Section 11 is directed to such Users.
a. Your relationship with End Users
You're solely responsible for complying with any laws and regulations that apply to your collection and use of your End Users’ information, including personal information you collect about them from us or using NovaVerse functionality or cookies or similar technologies. Please be aware that you and NovaVerse may be independent controllers of some data (“Independently Controlled Data”). Independently Controlled Data includes data related to your End Users’ interactions with Your Site such as IP address, device/browser details, web pages visited prior to coming to Your Site and browsing activity on Your Site. Independently Controlled Data may be collected by the Services through an End User’s browser and technologies like cookies. Note that Independently Controlled Data is both NovaVerse Controlled PI and User Controlled PI.
You must publish your own privacy and cookie policies and comply with them.
We’re not liable for your relationship with your End Users or how you collect and use personal information about them (even if you collect it from us or using NovaVerse functionality or cookies or similar technologies) and we won’t provide you with any legal advice regarding such matters.
14. Who is NovaVerse?
When we say “NovaVerse” (or “we”, “us” or “our”), we mean: (a) VH International Ltd. if you are a resident of or have your principal place of business in the United States of America or any of its territories or possessions (the “US”); or (b) in any other case.
If your place of residence or principal place of business changes, the NovaVerse entity that controls your personal information will be determined by your new residence or principal place of business from the date it changes.
15. How to contact us
© visualhouse 2023