Visible Pathway (VP) Terms of Use Agreement

These Terms of Use (“Terms”) were last updated on March 29, 2020.

These Terms apply to all your activities on the VP website, platform and any other related services (“Services”). By using the Platform, you agree that you accept these Terms and this Agreement and that you will abide by it. If you do not agree to these Terms and this Agreement, please cease from using the Platform.  We also provide details regarding our processing of personal data of our users and content providers in our Privacy Policy.

Definitions

Agreement means the terms and conditions set out in this license agreement, the Documentation and any other documents referred to in this Agreement;

Content means all the documents, audio recordings, video recordings, software applications (and the associated source code), downloadable resources and all its web assets that you will have access to in the process of selecting, reviewing and completing a Project;

Controller or Data Controller shall have the meaning set out in the Data Protection Legislation;

Data Protection Law means:

  1. a) prior to its repeal, the Data Protection Act 1998; and
  2. b) from 25 May 2018, the GDPR and any UK statute which implements any provisions of the same;

Data Protection Legislation means all applicable data protection and privacy legislation, regulations, guidance and codes of practice, including:

  1. a) the Data Protection Law and the Privacy and Electronic Communications (EC Directive) Regulations;
  2. b) any secondary legislation pursuant to the Data Protection Law;
  3. c) any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK in respect of any of the foregoing; and
  4. d) any guidance or codes of practice issued by Working Party 29, the European Data Protection Board or the Information Commissioner from time to time (all as amended, updated or re-enacted from time to time);

Data Subject shall have the meaning set out in the Data Protection Law;

GDPR means Regulation (EU) 2016/679 (or the “General Data Protection Regulation”);

User Data means the data, content, documents, information and/or Intellectual Property Rights, as entered on the Platform by the User for the purpose of using the Services and/or facilitating the User’s use of the Services.

Personal Data shall have the meaning set out in the Data Protection Law;

Platform means the VP delivery platform which comprises the software and the documentation to which the User will be granted access to specifically for its use or that of its business and to which the User may upload User Data;

Process means any operation or set of operations that is performed on any Licensed Data by VP pursuant to this Agreement, whether or not by automatic means.  The term Processed shall be construed accordingly;

Processor or Data Processor shall have the meaning set out in the Data Protection Law;

Project means any project published on the Platform including any content published on the site for consumption and access by Users including all episodes, modules and resources pertaining to a Project;

Services means access to the Platform granted by VP to the User under this Agreement (including access to any Projects as applicable) and provision of the standard support services;

Users means the employees or agents of a company who are authorised to use the Platform, Projects and the Documentation;

 

  1. User Account

You need a user account for most activities on our platform, including to purchase and execute a Project. When setting up and maintaining your account, you must provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. You may not transfer your account to someone else or use someone else’s account.

You can terminate your account at any time by following the steps here.

  1. Non-transferable License

VP owns the copyright to all the Content that you will have access to in the course of completing a Project.

VP grants you (as a user) a limited, non-exclusive, non-transferable license to access and view the projects and associated content for which you have paid all required fees, solely for your business purposes in accordance with these Terms and any conditions or restrictions associated with a particular project or feature of our Services. All other uses are expressly prohibited.

You may not reproduce, redistribute, record, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any project and associated content unless we give you explicit permission to do so in a written agreement signed by a VP authorized representative.

We reserve the right to revoke any license to access and use projects at any point in time in the event where we decide or are obligated to disable access to a project due to legal or policy reasons.

  1. Payments, Credits, and Refunds

3.1 Pricing

The prices of projects on VP are determined by us.  Any price offered for a particular project may also be different when you are logged into your account from the price available to users who aren’t registered or logged in, because some of our promotions are available to new users only.

If you are a user located in a country where goods and services tax or value added tax is applicable to online sales, we are responsible for collecting and remitting that tax to the proper tax authorities. In certain countries, the price you see may include such taxes.

3.2 Payments

You agree to pay the fees for projects that you purchase, and you authorize us to charge your debit or credit card or process other means of payment (such direct debit, or mobile wallet) for those fees. VP works with third party payment processing partners to offer you the most convenient payment methods in your country and to keep your payment information secure.

When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the project you are registering for, you agree to pay us the corresponding fees within seven (7) days of notification from us. We reserve the right to disable access to any project for which we have not received adequate payment.

In some cases, we may issue credits to your account. These credits will be automatically applied towards your next project purchase on our website or credited to the original payment credit card.

3.3 Refunds and Credits

If the project you purchased is not what you were expecting, you can request, within seven (7) days of your purchase of the project, that VP credit/refund your account. We reserve the right to apply a credit or a refund, at our discretion, depending on capabilities of our payment processing partners. No credit or refund is due to you if you request it after the 7-day guarantee time limit has passed.

To request a credit/refund, please email us at info@visiblepathway.com.

  1. Content and Conduct Rules

You may not access or use the Services or create an account for unlawful purposes. Your use of the Services and conduct on our platform must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you.

You agree that we will have no liability to you or any third party for termination of your account, removal of your content, or blocking of your access to our platforms and services.

  1. VP’s Rights to Content You Post

By submitting or posting feedback, testimonial and comments on or through the platform, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute that content in any and all media or distribution methods (existing now or later developed). You also agree to all such uses of your content with no compensation paid to you.

  1. Using VP at Your Own Risk

By using the Services, you may be exposed to content that you consider offensive, indecent, or objectionable. VP has no responsibility to keep such content from you and no liability for your access or enrollment in any project, to the extent permissible under applicable law.

When you use our Services, you may find links to other websites that we don’t own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should also read their terms and conditions and privacy policies.

  1. VP’s Rights

All right, title, and interest in and to the VP platform and Services, including our website, our existing or future applications, databases, and the content our employees or partners submit or provide through our Services are and will remain the exclusive property of VP and its licensors. Nothing gives you a right to use the VP name or any of the VP trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding VP or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

You may not do any of the following while accessing or using the VP platform and Services:

  • access, tamper with, or use non-public areas of the platform, VP’s computer systems, or the technical delivery systems of VP’s service providers.
  • disable, interfere with, or try to circumvent any of the features of the platforms related to security or probe, scan, or test the vulnerability of any of our systems.
  • copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of or content on the VP platform or Services.
  • access or search or attempt to access or search our platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website. You may not scrape, spider, use a robot, or use other automated means of any kind to access the Services.
  • in any way use the Services to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as VP); or interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services, or in any other manner interfering with or creating an undue burden on the Services.
  1. Miscellaneous Legal Terms

8.1 Binding Agreement

You agree that by registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with VP. If you do not agree to these Terms, do not register, access, or otherwise use any of our Services.

These Terms (including any agreements and policies linked from these Terms) constitute the entire agreement between you and us.

If any part of these Terms is found to be invalid or unenforceable by applicable law, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

8.2 Disclaimers

The Services and their content are provided on an “as is” and “as available” basis. We (and our affiliates, suppliers, partners, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, partners, and agents) make no warranty that you will obtain specific results from use of the Services. Your use of the Services (including any content) is entirely at your own risk. Some jurisdictions don’t allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

We may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will VP or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.

We are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.

8.3 Limitation of Liability

To the extent permitted by law, we (and our suppliers, partners, and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract, warranty, tort, product liability, or otherwise, and even if we’ve been advised of the possibility of damages in advance. Our liability (and the liability of each of our suppliers, partners, and agents) to you or any third parties under any circumstance is limited to the greater of one hundred pounds (£100) or the amount you have paid us in the twelve (12) months before the event giving rise to your claims. Some jurisdictions don’t allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you.

8.4 Indemnification

If you behave in a way that gets us in legal trouble, we may exercise legal recourse against you. You agree to indemnify, defend (if we so request), and hold harmless VP,  our officers, directors, suppliers, partners, and agents from and against any third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from (a) the content you post or submit, (b) your use of the Services (c) your violation of these Terms, or (d) your violation of any rights of a third party. Your indemnification obligation will survive the termination of these Terms and your use of the Services.

8.5 Governing Law and Jurisdiction

These Terms are governed by the laws of the England and Wales without reference to its choice or conflicts of law principles. Where the “Dispute Resolution” section below does not apply, you and we consent to the exclusive jurisdiction and venue of courts in London, England.

8.6 Legal Actions and Notices

No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your account or by you to info@visiblepathway.com).

8.7 No Assignment

Nothing in these Terms confers any right, benefit, or remedy on any third-party person or entity. You agree that your account is non-transferable and that all rights to your account and other rights under these Terms terminate upon your death.

  1. DATA PROTECTION

9.1 Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

9.2 Neither party shall through its acts or omissions place the other party in breach of any Data Protection Legislation.

9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the User is the Data Controller and VP is the Data Processor. Schedule 2 sets out the scope, nature and purpose of Processing by VP, the duration of the Processing and the types of Personal Data and categories of Data Subject.

9.4 Without prejudice to the generality of clause 9.1, the User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to VP for the duration and purposes of this Agreement.

9.5 Without prejudice to the generality of clause 9.1, VP shall, in relation to any Personal Data Processed in connection with the performance by VP of its obligations under this Agreement:

9.5.1 process that Personal Data only on the written instructions of the User unless VP is required to Process such Personal Data otherwise by the laws of any member of the European Union or by the laws of the European Union applicable to VP (Applicable Data Protection Laws). Where VP is relying on Applicable Data Protection Laws as the basis for Processing Personal Data, VP shall promptly notify the User of this before performing the Processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit VP from so notifying the User;

9.5.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

9.5.3 ensure that all personnel (including, without limitation, employees) who have access to and/or Process Personal Data are legally obliged to keep the Personal Data confidential;

9.5.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the User has been obtained and the following conditions are fulfilled:

9.5.4.1 the User or VP has provided appropriate safeguards in relation to the transfer;

9.5.4.2 the Data Subject has enforceable rights and effective legal remedies;

9.5.4.3 VP complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

9.5.4.4 VP complies with reasonable instructions notified to it in advance by the User with respect to the Processing of the Personal Data;

9.5.5 assist the User, at the User’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and otherwise to comply with User’s obligations under the Data Protection Legislation to respond to requests from Data Subjects or exercise of the rights of Data Subjects or information mandated to be provided to Data Subjects;

9.5.6 notify the User without undue delay and in any event within 48 hours of the point at which VP becomes aware of any Personal Data breach or other security incident affecting or relating to Personal Data;

9.5.7 at the written direction of the User, delete or return Personal Data and all copies thereof to the User on expiry or termination of the Agreement or at any other time unless required by Applicable Data Protection Law to store the Personal Data; and

9.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and relevant provisions of the Data Protection Legislation and allow for and cooperate with reasonable audits including, without limitation, inspections by the User or its designated auditor.

9.6 Unless it notifies an objection to VP within fourteen (14) days of receipt of notice pursuant to this clause 9.6, the User consents to VP appointing sub-processors as may be notified to it from time to time as third-party processors of Personal Data under this Agreement. VP confirms that it has entered into or (as the case may be) will enter into a written agreement with the third-party processor, which agreement shall contain provisions which comply with the Data Protection Legislation and which, in any event, are no less onerous than those imposed under this clause 9.  As between the User and VP, VP shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.6.

9.7 The User will indemnify (and keep indemnified) and defend VP against all liabilities, costs, expenses, losses and damages (including full legal costs) incurred by VP arising out of or in connection with any proceedings, claims, demands or actions in consequence of any breach or alleged breach of this clause 9 by the User (including any claim by a data subject).

9.8 VP may, at any time on not less than thirty (30) days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

  1. Dispute Resolution

Most disputes can be resolved, so before bringing a formal legal case, please first try contacting us on info@visiblepathway.com.

  1. Updating These Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and VP reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

  1. How to Contact Us

The best way to get in touch with us is to contact us on info@visiblepathway.com.