Terms and Conditions for Viserly LLC

Effective Date: 6/9/2025

Welcome to Viserly! By accessing or using our website, platform, or services (collectively referred to as “Viserly,” “we,” “our,” or “us”), you agree to comply with and be bound by the following Terms and Conditions (the “Agreement”). Please read these terms carefully before using Viserly’s services.

Acceptance of Terms

By using or accessing Viserly’s website, platform, and related services, you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you should not use Viserly’s services.

Services Provided

Viserly is a platform designed to streamline employee benefit communications and engagement for advisors. We provide tools to connect with payroll, automate client outreach, build relationships, and offer personalized advice. Viserly does not create data for users; it only brings in data from approved sources such as payroll integrations or Excel file uploads, and the user is fully responsible for the accuracy and approval of the data.

User Accounts and Responsibilities

To access certain features of Viserly, you may be required to create an account. You agree to provide accurate, current, and complete information and to update your account information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately if you suspect any unauthorized use of your account.

License and Use Restrictions

Viserly grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the platform for its intended purpose. You may not:

• Modify, distribute, or reverse engineer any part of the Viserly platform.
• Use the platform for unlawful purposes or in any manner that could damage, disable, or impair the platform.
• Create or distribute harmful code (such as viruses, malware, or ransomware) through the platform.
• Attempt to access, search, or scrape any portion of the platform by automated means.

Non-Reverse Engineering and Competitive Use

You agree that you shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or organization of the Viserly platform. This includes but is not limited to any data, algorithms, or tools embedded within the platform or provided by Viserly.

Furthermore, you agree not to use the data or functionality provided by Viserly to create, develop, or participate in any competing product or service that is similar to or directly competes with Viserly. You acknowledge that Viserly’s platform, tools, and associated intellectual property are proprietary, confidential, and valuable trade secrets. Any use of the platform’s data or technology to create a competitive offering will be considered a breach of this Agreement and may result in legal action for damages, including but not limited to claims for unfair competition, misappropriation of trade secrets, and breach of contract.

In no event shall the data or features of Viserly be used to develop, assist in developing, or facilitate the creation of a competing product or service, whether directly or indirectly. By agreeing to these terms, you recognize and agree to these restrictions and understand the significant risks involved in violating them.

Data Responsibilities

You, the user, are fully responsible for the accuracy, completeness, and approval of all data you upload or input into Viserly, including data imported from payroll providers or via Excel uploads. Viserly will never create or manipulate this data for you.

Viserly is authorized to send emails on your behalf through our email server, but you remain responsible for the following:

• Ensuring the data you use for emails is correct and complies with applicable laws.
• Ensuring the volume of emails you send is acceptable to your email service provider and complies with their policies.
• Ensuring you have obtained necessary compliance approvals to send emails, including ensuring that the emails comply with applicable marketing, privacy, and anti-spam laws (e.g., CAN-SPAM Act).
• Understanding that our template emails are examples and not representations of compliance approval.

Viserly will not be held responsible for any issues arising from your email campaigns, including compliance failures, email delivery problems, or data accuracy issues.

Payment and Subscription Fees

Some features of Viserly may require payment or a subscription. All subscription fees are outlined on our pricing page. By subscribing to Viserly’s services, you agree to pay the applicable fees and taxes associated with your subscription. All payments are non-refundable unless stated otherwise.

We reserve the right to modify subscription fees at any time, with advance notice provided.

Third-Party Services

Viserly may integrate with third-party services (such as payroll providers, financial tools, etc.). We are not responsible for the availability or performance of these third-party services. Your use of third-party services is subject to their terms and conditions.

Payroll Data Integrations

Viserly enables plan sponsors to connect their payroll and HR systems through supported third-party integration partners. These integrations allow Viserly to securely access and retrieve relevant data such as employee names, contact details, compensation, titles, employment status, and benefit contributions. This data is used to deliver benefit-related services, automate communications, and streamline client support.

By initiating a connection between your payroll system and Viserly via an integration partner, you (the user or authorized representative of your organization) expressly authorize:

• Viserly to access, retrieve, and process payroll and HR data for benefit-related services;
• The third-party integration provider to act as a data processor on your behalf;
• Data sharing between your payroll provider, the integration platform, Viserly user and Viserly, subject to applicable data protection and privacy laws.

Your use of any third-party integration service is governed by that provider’s own Terms of Service and Privacy Policy.

You acknowledge and agree that:

• Viserly does not control or assume responsibility for the performance, security, or policies of any third-party integration provider or payroll platform.
• Your organization is solely responsible for ensuring it has the appropriate authority, employee consent (as applicable), and legal basis to share payroll data through these integrations.
• You must comply with all applicable data privacy and employment laws when enabling data access through third-party connections.
• You are responsible for managing, disabling, or revoking any integration if you no longer wish to share data with Viserly.

By proceeding with any payroll data connection, you affirm your agreement to these terms and acknowledge that data processing is governed jointly by Viserly’s privacy practices and those of the relevant integration provider.

Termination

Viserly reserves the right to suspend or terminate your access to the platform at our discretion, without notice, if we believe you have violated this Agreement. Upon termination, all rights granted to you under this Agreement will immediately cease, and you must stop using Viserly’s services.

Limitation of Liability

To the fullest extent permitted by law, Viserly is not liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues arising from your use or inability to use the platform. Our total liability for any claims related to the services is limited to the amount you have paid to Viserly in the past one month.

Indemnification

You agree to fully indemnify, defend, and hold harmless Viserly, Inc. (“Viserly”), its officers, directors, employees, affiliates, licensors, agents, subcontractors, service providers, successors, and assigns from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, costs, expenses, and legal fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your Use of the Platform
  Including but not limited to actions taken through your account, data uploaded, modifications made, or communications sent via the platform, including integrated or third-party systems.
• Data Inputs and Outputs
  Including any inaccuracies, errors, or omissions in user-uploaded data (such as participant, payroll, or plan data), failure to secure proper consents for data sharing, and any downstream effects of automated decision-making or email outreach based on that data.
• Third-Party Integrations
  Including but not limited to payroll processors, email delivery providers (e.g., SMTP/ESP), domain management services, CRM systems, and any other tools or vendors integrated with the Viserly platform. You acknowledge that Viserly is not responsible for the availability, performance, security, or reliability of such third-party systems.
• Email Communications
  Including any messages transmitted through Viserly’s platform, regardless of purpose or recipient, that may impact your domain reputation, trigger spam or phishing filters, violate applicable email laws (e.g., CAN-SPAM, GDPR, CASL), or result in complaints, blacklisting, or reputational harm.
• Domain and Deliverability Management
  Including issues related to SPF/DKIM/DMARC misconfiguration, use of shared or dedicated IPs, domain blocklisting, or changes in email engagement metrics leading to sender score degradation.
• Regulatory Non-Compliance
  Including but not limited to SEC, FINRA, ERISA, DOL, IRS, HIPAA, GLBA, or other federal, state, or local laws, rules, or regulations applicable to benefits administration, payroll, or electronic communications.
• Breach of Terms or Misuse
  Including any breach of this Agreement, misuse of platform features, use of the platform in violation of any laws or third-party rights, or use outside the scope intended by Viserly.
• Client or Third-Party Claims
  Including claims from your clients, advisors, plan sponsors, participants, employers, employees, or any third party related to your business practices or use of the platform.

This indemnity obligation will survive the termination or expiration of this Agreement and your use of the platform.

Arbitration and Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement, or your use of Viserly’s services, shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in Boise, Idaho, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

You waive the right to a trial by jury, and any dispute will be resolved on an individual basis, not in a class or representative action.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved in the courts located in Boise, Idaho.

Compliance with Laws

You are responsible for ensuring that your use of Viserly complies with all applicable federal, state, and local laws and regulations, including those concerning data privacy, marketing, and employment benefits.

Changes to Terms

Viserly reserves the right to modify or update these Terms and Conditions at any time. We will notify you of any significant changes, and your continued use of the platform after such changes will constitute acceptance of the revised terms.

Contact Us

If you have any questions or concerns about these Terms and Conditions, please contact us at:

Viserly LLC
support@viserly.com