These are the Terms and Conditions (“Terms”) governing your use of ViziSense. By clicking the “I ACCEPT” button, “SIGN UP” button, completing the registration process using the ViziSense Services or using the ViziSense Site, you are agreeing to be bound by these Terms. These Terms constitute your binding obligations towards Komli Media, Inc., (hereinafter referred to as “Komli” which expression shall, unless repugnant to the context or meaning thereof, include its affiliates, agents and assigns).
These Terms describe the terms and conditions governing the use of the ViziSense Services (defined below) and use of this website (the “ViziSense Site”). ViziSense is a proprietary product of Komli. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” will refer to such entity. Komli may modify these Terms from time to time at its own discretion. As set forth in Section 11, continued use of 30 days after notification will constitute acceptance.
We use the following definitions throughout the Agreement:
“Panel Data” means the data collected by Komli by surveying numerous internet users and extrapolating the results to infer audience level data for each site.
“Profile Data” means the data collected through the use of ViziSense Tags concerning the characteristics and activities of visitors to Publisher Webpages. The Profile Data related to each internet user visiting the Publisher Webpage may include, without limitation, the following information: IP address, geography, browser type, operating system, pixel code, web page previously visited, search string, time of the access, and browser’s time.
“ViziSense Software” means Komli’s proprietary software that analyzes the Profile Data and Panel Data and generates the Reports.
“Publisher Webpage” means a web page that you or your Authorized Third Party owns or control on which you are able to place (or have the Authorized Third Party place) your ViziSense Tag.
“ViziSense Content” means the content of the ViziSense Site and the ViziSense Services, including but not limited to the Reports and the text on the website
“ViziSense Account” means your information and settings in connection with a particular ViziSense Tag that you provide during registration.
“ViziSense Member” means an individual or entity that has entered into these Terms and has completed registration in the ViziSense Services.
“Reports” means the proprietary analysis displayed on the ViziSense Site for a particular ViziSense Account.
“ViziSense Services” means all services and features available on the ViziSense.com site including but not limited to the reports, content, ViziSense PubView and ViziSense MediMix.
“ViziSense PubView” means an internet audience ratings service that allows you (or an Authorized Third Party) to tag Publisher webpages for direct measurement by Komli, as described herein and as governed by these terms and conditions.
“ViziSense MediaMix” means the media planning tool by ViziSense that allows registered users to identify the right set of sites for their media plans.
“Software” means, separately and collectively, the ViziSense Tags and the ViziSense Software.
1. ViziSense Services
The ViziSense Services are a set of features available to the users who register for a Vizisense account as described in Section 2. It comprises of the following features:
(i) ViziSense PubView – It is an internet audience analytics service that allows publishers to tag their Publisher Webpages for analysis. To participate, you must first enroll in the ViziSense Services by completing the registration process described in Section 2. Once you have created an account, you will be deemed a ViziSense Member.
ViziSense PubView Service will apply its proprietary ViziSense Software to the Profile Data it collects each time a browser visits your tagged Publisher Webpages. Based on this analysis, the ViziSense will generate Reports and publish them on the ViziSense Site.
(ii) ViziSense MediaMix – It is a media planning tool that allows users to identify the right set of sites for their target audience. ViziSense MediaMix uses the panel and profile data to list the right set of sites for the selected target audience.
2. Registration Process
To register for the ViziSense Services, you must complete the registration process by providing current, complete and accurate information as prompted by the registration form, including your e-mail address and password. You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your ViziSense Account. You agree to notify Komli immediately upon learning of any unauthorized use of your ViziSense Account or any other breach of security.
If you allow a third party to tag web pages with your ViziSense Tag (“Authorized Third Party” ), you will extend to them your obligations under Section 6 (Usage of Tags ). If they breach such obligations, you will promptly notify and indemnify Komli and then take reasonable steps to enforce such obligations at Komli’s direction. You will not make any representations and warranties concerning any aspect of the ViziSense Services, the Software, or Reports to any Authorized Third Parties. You are responsible for any use of the ViziSense Services, the Software, or Reports by any Authorized Third Parties.
You hereby grant Komli a non-exclusive, royalty-free, license to use your trade names, trademarks, service marks, logos, domain names on the ViziSense Site and in Reports, as well as in presentations, marketing materials, customer lists, press releases, and financial reports. Further, you authorize Komli to identify you as a ViziSense Member,however you shall not represent that Komli endorses or supports your site or content.
3. ViziSense Tag
ViziSense Services uses the ViziSense Tags to gather data from Publisher Webpages. Komli hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use your ViziSense Tag on your web pages for the sole purpose of enabling the ViziSense Services to collect Profile Data.
4. Reports and Data
The ViziSense Services uses and displays the Profile Data as part of the Reports in accordance with these Terms. If you disagree with the Profile Data, your sole remedy beyond removing the ViziSense Tag will be to terminate these Terms as set forth in Section 10. On termination, we will stop collecting any Profile Data that was being collated using the ViziSense Tags. This means we will stop displaying new Profile Data on the ViziSense Site and from any Reports. However, we do retain the right to otherwise disclose and use any Profile Data collected while the Terms were in effect. We shall at all times, also have the right to use and publish Panel Data and Komli reserves the right to use the Tag level data of any publisher and other information that can be derived from the Tag at its discretion. Just as we collected, disclosed, and used the Panel Data for any purpose prior to and during these Terms, we retain the right to do so following termination of these Terms or discontinuation of using the ViziSense Tag on any of your site. Hence, even after termination of these Terms we shall be entitled to report about your site (by using the Panel Data and the Profile Data that was collected prior to termination).
Komli hereby grants you a perpetual, non-exclusive, non-sublicensable license to use, copy, and distribute the Reports, subject to the following restrictions: (a) you must clearly mention in all documents that use data from the Reports the following proprietary notice: “Source: ViziSense. www.vizisense.com (b) you must not manipulate or modify the Reports to state or suggest different measurement results from those presented by Komli, including, but not limited to, information in the Reports or the way such information is presented, (c) you must not aggregate or combine information related to different ViziSense Accounts, (d) you must not quantitatively aggregate or combine information in the Reports with information derived from other sources; (e) you must not knowingly misrepresent your site traffic or usage in connection with the ViziSense Services; (f) you must not use the information in the Reports in any way that competes with ViziSense Services, and (g) if you provide the information in the Reports directly to any third party (rather than by having them access the information through the ViziSense Site), you will ensure that each such third party agrees to be bound by and comply with the foregoing restrictions. You will not use the ViziSense Services to track or collect personally identifiable information of internet users, or provide personally identifiable information of internet users to Komli.
Except as expressly provided under this Section, you will not use, copy, or distribute the Reports, any information in the Reports, or any content on the ViziSense Site.
5. ViziSense Property Rights
ViziSense, which includes but is not limited to the ViziSense Site, the ViziSense Services, the Software and the ViziSense Content are, and shall remain, the property of Komli and all intellectual property rights including, but not limited to, copyright, trademark, patent, trade secret, rights of privacy or publicity or other proprietary right thereto shall vest with Komli in perpetuity and for global application.
All right, title, and interest, including, but not limited to, intellectual property rights, in and to the ViziSense Site, the ViziSense Services, the Software and the ViziSense Content, are and will remain the exclusive property of Komli and its licensors. Solely to enable Komli to use the information you supply us with, so that we are not violating any rights you might have in your information, you agree to grant us a non-exclusive, worldwide, perpetual, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights you have in your information, in any media now known or not currently known. We will only use your information in accordance with these Terms.
In addition, you agree that you shall not (a) Copy, modify, adapt, translate, or otherwise create derivative works of the ViziSense Services or the Software, (b) Reverse engineer, de-compile, disassemble, or otherwise attempt to discover the ViziSense Software or other measurement systems, (c) Rent, lease, sell, assign, or otherwise transfer rights in or to the ViziSense Services or the Software except as permitted herein, (d) Delete, or in any manner alter, the copyright, trademark, or other proprietary rights notices appearing on any ViziSense Content.
Komli will retain all rights, including but not limited to intellectual property rights, in the Profile Data. Following the suspension or termination of your ViziSense account, Komli may continue to use without restriction any Profile Data that Komli had collected while your account was active.
6. Usage of Tags
You agree to inform all consumers that you are using a third party to collect Profile Data in connection with their IP addresses. You agree not to tag ViziSense Tags with any adware or spyware inventory.
You should place only one ViziSense Tag on every such Publisher Webpage in order to capture genuine user-directed visits. You must not use ViziSense Tags in any manner designed to inflate, misrepresent, or falsify any Profile Data, including, but not limited to, inflating traffic numbers beyond regular “directed” user visits, as determined by Komli in its sole discretion. You may not use ViziSense Tags on third party advertisements such as banners, pop-ups, or pop-unders with the intention of increasing traffic levels beyond user-directed visits with simulated visits or through visits forced on a user. You must not use bots or other non-authentic mechanisms to simulate actual visits.
You agree not to collect or disclose any Profile Data about any Authorized Third Party, whether directly or via Reports resulting from your having such Authorized Third Party tag its web pages, without such Authorized Third Party’s explicit understanding and consent.
You agree to defend (if Komli so requests), indemnify, and hold Komli, its subsidiaries, and affiliates, and their respective directors, officers, shareholders, and employees, harmless from any expenses, costs, judgments, damages, loss, liability, claim, or demand (including but not limited to any reasonable attorneys’ fees) made by any third party arising out of any one or more of the following: (i) any breach by you (or a user of your account) of any terms or conditions of this Agreement; (ii) any representation or warranty made by you concerning any aspect of the ViziSense Services, the ViziSense Site, and the ViziSense Content; (iii) the actions or omissions of any Authorized Third Party or a claim by any Authorized Third Party in connection with your use of the ViziSense Services, the ViziSense Site, or the ViziSense Content; or (iv) any claims made by an internet user related to a violation of their privacy rights by you, by any Authorized Third Party, or by a website, intermediary, or other service provider through which such internet user was delivered a tagged web page.
8. Your Obligations
In connection with the ViziSense Site or the ViziSense Services you will not do anything that disrupts or interferes with the operation of the ViziSense Services or the Software. Further, you shall not circumvent, disable, or otherwise interfere with security-related features of ViziSense Services or the Software, or features that prevent or restrict use or copying of any ViziSense Content. You are also not authorized to obtain any information or materials relating to the ViziSense Services or the ViziSense Site or through any means not intentionally made available by Komli to you. You shall not attempt to gain unauthorized access to the ViziSense Services or the ViziSense Site, or any technology, computer systems, or networks associated with the ViziSense Services or the ViziSense Site, or attempt to index, search, or crawl the ViziSense Services or the ViziSense Site with any automated process or other similar mechanism.
Komli may terminate or suspend your ViziSense account and your access at any time without notice as set forth in Section 10, below, including without limitation in response to a suspected violation of any of the foregoing prohibitions.
9. Disclaimer of Warranties
ViziSense is provided to you ‘as is’, without warranty or condition of any kind, either express or implied. Without limiting the foregoing, Komli explicitly disclaims any warranties of merchantability, fitness for a particular purpose, or non-infringement. Komli makes no warranty that the ViziSense Services, the ViziSense Site, or the ViziSense Content will (1) meet your requirements, (2) be available on an uninterrupted, secure, or error-free basis, or (3) not cause any latency or processing delays. Komli is under no obligation to retain Profile Data related to your account or to keep the site up and running for any period of time. Komli makes no warranty regarding the quality of the services, the ViziSense Services, the ViziSense Site, or the ViziSense Content, or the accuracy, timeliness, truthfulness, completeness, or reliability of any information obtained through ViziSense, the ViziSense Services , the ViziSense Site, or the ViziSense Content. No information, whether oral or written, obtained from Komli or through ViziSense, the ViziSense Services , the ViziSense Site, or the ViziSense Content will create any warranty not expressly made herein. Under no circumstances will Komli be responsible for any loss or damage, including but not limited to personal injury or death, or latency or processing delay resulting from the use of the services, the ViziSense Services, the ViziSense Site, or the ViziSense Content or from the conduct of you or any user of the services, whether offline or online. The foregoing exclusions and disclaimers are an essential part of these Terms and form a basis for enabling Komli to offer the ViziSense Services to you without charge. Some jurisdictions do not allow exclusion of certain warranties so this disclaimer may not apply to you in full.
10. Suspension and Termination
Unless otherwise terminated as set forth herein, these Terms will remain in full force and effect while you use the ViziSense Services. You may terminate your ViziSense Account and these Terms at any time by removing the ViziSense Tags from all your web pages.
Komli may terminate or suspend your access to ViziSense Services or terminate these Terms at any time, for any reason or no reason, with or without notice, and without any liability to you.
Upon termination, all licenses and other rights granted to you under these Terms will immediately cease. Komli will not be liable to you or any third party for termination of these Terms or any termination or suspension of your use of the ViziSense Services. Upon any termination or suspension, any information that you have submitted to the ViziSense Site may no longer be accessed by you. Notwithstanding the above, Sections 2, 5, 7, 8, 9, 13, 14,15 and 16 will survive termination of these Terms.
11. Modification to Terms of Service and Other Policies
Komli reserves the right, in its sole discretion, to modify or discontinue the ViziSense Site and the ViziSense Services without notice. Komli may also modify these Terms from time to time. If the modified Terms are not acceptable to you, you may terminate your account within 30 days by following the steps described in Section 10. Use of the ViziSense Site, use of any ViziSense Tag to contact ViziSense’s servers, or use of the ViziSense Services, after 30 days, will constitute your acceptance thereof.
12. Limitation of Liability
In no event will Komli be liable to you or any third party for any direct, indirect, incidental, special, incidental, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with your use of the services, even if Komli has been advised of the possibility of such damages. Komli’s aggregate liability and that of its suppliers under or in connection with these Terms shall be limited to the amount paid for the ViziSense Services, if any. You shall indemnify and hold harmless Komli and (as applicable) its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, shareholders, and employees, from any expenses, costs, judgments, damages, loss, liability, claim or demand, or actions including reasonable attorneys’ fees, made by any third party or penalty imposed due to or arising out of your breach of the Terms or your violation of any law, rules or regulations or the rights of a third party. These limitations form a basis for enabling Komli to offer the ViziSense Services to you without charge.
Either party may assign its rights and delegate its duties under these Terms in their entirety only in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to these Terms. Komli shall be free to assign all or part of these Terms to any affiliate or third party. You shall not be entitled to assign all or part of these Terms in any manner whatsoever.
14. Governing Law and Jurisdiction
These Terms and any dispute relating to these Terms shall be governed by the laws of India, under the jurisdiction of the Indian courts
All notices or other communications to Komli from you will be deemed given when received by via electronic mail at [email protected] . You consent to receive communications via electronic records from Komli periodically and as and when required. Komli will communicate with you by email or by a website post or electronic record on the website which will be deemed adequate service of notice / electronic record. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
You agree to use the ViziSense Site and the ViziSense Services only in accordance with these Terms, as well as any and all applicable laws and regulations. You will not use the ViziSense Services to (i) engage in any illegal or offensive acts, (ii) serve any illegal content via any page containing the ViziSense Tag, or (iii) violate any intellectual property rights of any third party.
These Terms constitute the entire Agreement between the parties with respect to the use of the ViziSense Services and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between Komli and you. Any waiver by either party of any violation of any provision of these Terms will not be deemed to waive any further or future violation of the same or any other provision. If any part or provision of these Terms is held to be unenforceable for any purpose, including but not limited to public policy grounds, then you and Komli agree that the remainder of the Terms will be fully enforceable as if the unenforceable part or provision never existed. You and Komli agree that there are no third party beneficiaries of any promises, obligations or representations made by Komli. Nothing in these Terms will constitute a partnership, agency or joint venture between you and Komli.