Visibility Services Agreement
1.Definitions
“Agreement” means this Visibility Services Agreement, together with any Order Form that references it.
“Broadcast Data” means audio captured by Visibility from a Customer's radio stream for the purpose of song and content identification, and the detection results, fingerprints, charts, and reports Visibility generates from that audio.
“Customer”, “you”, “your” means the station, network, or organisation named on the applicable Order Form.
“Order Form” means the document (paper or electronic) that specifies the Services purchased or trialled, the stations covered, the term, and the fees, if any.
“Services” means the Visibility platform, including live monitoring, detection, analytics, charts, and reporting tools made available to you under an Order Form or free trial, accessible at visibilityradio.com.
“Trial” means a period during which Services are made available free of charge, as specified on the applicable Order Form.
“Visibility”, “we”, “us”, “our” means Peter Yiamarelos, sole trader, operator of the Visibility platform.
2.Free Trial
Where an Order Form specifies a Trial, we will make the listed Services available to you free of charge for the period stated. A Trial may be limited in scope — for example, to specific stations, markets, or features — as set out on the Order Form.
During a Trial, the Services are provided on an as-is basis without the warranties described in Section 8. We may suspend or end a Trial at any time on reasonable notice.
Detections, analytics, and reports generated during a Trial may not be retained after the Trial ends unless you convert to a paid subscription covering the same stations before the Trial expires. If you would like your Trial data preserved, contact us before the Trial end date.
3.Our Responsibilities
We will use commercially reasonable efforts to (a) make the Services available to you in accordance with this Agreement and the applicable Order Form, (b) monitor the stations covered by your Order Form and generate detection and analytics data from the captured Broadcast Data, and (c) maintain reasonable technical safeguards to protect the confidentiality and integrity of your account and data.
The Services depend on the continued availability of the radio streams we monitor. We are not responsible for gaps, outages, or inaccuracies that result from a station's own stream being unavailable, degraded, or changed without notice to us.
4.Use of the Services
You may access and use the Services for your own internal business purposes — for example, to review airplay, sentiment, and analytics for your own stations. You will not, and will not permit any third party to:
- resell, sublicense, or provide access to the Services to anyone outside your organisation without our written consent;
- use the Services to build or support a product that competes with Visibility;
- attempt to reverse engineer, scrape, or gain unauthorised access to the underlying detection or fingerprinting technology;
- use the Services in a way that interferes with their operation for other customers.
You are responsible for the accuracy of any information you provide to us (such as station stream details) and for keeping your account credentials secure.
5.Fees and Payment
Fees, if any, are as stated on the applicable Order Form. Unless the Order Form says otherwise:
- fees are invoiced in advance at the billing frequency stated on the Order Form;
- invoiced amounts are due within the payment term stated on the Order Form (for example, net 30 days);
- fees paid are non-refundable except as required by law or expressly stated in this Agreement.
A Trial with no fee stated carries no payment obligation unless and until you sign an Order Form for a paid subscription.
6.Broadcast Data and Your Content
We capture short audio segments from your radio stream(s) solely to identify content and generate the detection, analytics, and reporting data that make up the Services. We do not use your Broadcast Data to train or improve products for other customers without your consent, and we do not sell your Broadcast Data to third parties.
As between you and us, you retain ownership of your station's broadcast content. We retain ownership of the detection technology, fingerprint library, and analytics tools used to process it. Nothing in this Agreement transfers ownership of the underlying songs, recordings, or other copyrighted material identified by the Services — those rights remain with their respective owners.
We will handle your data in accordance with applicable privacy and data protection law. Our Privacy Policy explains how we do this.
7.Confidentiality
Each party may share information that is confidential or would reasonably be understood to be confidential (for example, pricing, unreleased features, or a station's own internal data). The receiving party will use the same care it uses to protect its own confidential information of a similar kind, will not use it outside the purpose of this Agreement, and will not disclose it to third parties without the other party's consent — except where disclosure is required by law, in which case the disclosing party will be given reasonable notice where legally possible.
This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed.
8.Warranties and Disclaimers
We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated in this Agreement, the Services are provided without other warranties of any kind, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by law.
Detection and identification results are generated automatically and may occasionally be incomplete or inaccurate. The Services are a monitoring and analytics tool, not a guarantee of complete or error-free airplay capture.
9.Limitation of Liability
To the maximum extent permitted by law, neither party's liability arising out of this Agreement will exceed the total fees paid by you under the applicable Order Form in the 12 months before the claim arose. Where Services are provided under a free Trial with no fees paid, this limitation is AUD 100.
Neither party will be liable to the other for lost profits, lost revenue, or indirect, incidental, or consequential damages, to the extent permitted by law.
Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including the Australian Consumer Law where it applies.
10.Term and Termination
This Agreement begins on the date stated on the applicable Order Form and continues until the Order Form's term ends or the Agreement is terminated as described below.
Either party may terminate this Agreement, or an Order Form, on written notice if the other party materially breaches this Agreement and does not remedy the breach within 30 days of being notified. We may also suspend or end a Trial at any time on reasonable notice, as described in Section 2.
On termination or expiry, your right to access the Services ends. Sections covering fees already owed, intellectual property, confidentiality, warranties and disclaimers, limitation of liability, and this section will survive termination.
11.Governing Law
This Agreement is governed by the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of the courts of New South Wales sitting in Sydney.
12.General
Entire agreement. This Agreement and the applicable Order Form are the entire agreement between the parties regarding the Services, and supersede any prior discussions or proposals on the same subject. If there is a conflict, the Order Form controls over this Agreement.
Amendments. We may update this Agreement from time to time. Material changes will be notified to active customers; continued use of the Services after a change takes effect constitutes acceptance of the updated terms.
Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign it as part of a merger, acquisition, or sale of substantially all of its assets.
Independent parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.
Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in effect.
Notices. Notices under this Agreement should be sent to the contact details listed on the applicable Order Form.