Updated: February 4, 2019
5. Eligibility. By entering into this Agreement, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.6. Commercial Use of Service. If you are using the Service and/or accessing the Service on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:
a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Agreement;b. You have read and understand this Agreement; andc. You agree to this Agreement on behalf of the Subscribing Entity.
7. Your Use of the Service. You agree that you will not, nor will you authorize any third party to:
You agree to comply with the above conditions, and acknowledge and agree that Virevol has the right, in its sole discretion, to terminate this Agreement or take such other action as we see fit if you breach any of the above conditions or any of the other terms of this Agreement. This may include taking court action and/or reporting offending users to the relevant authorities.
8. You Bear Risk of Upload. Virevol uses reasonable security measures in order to attempt to protect any content or information that you upload, including without limitation any of Your Data (as defined in these Terms). However, Virevol cannot guarantee that there will be no unauthorized copying or distribution of Your Data nor will Virevol be liable for any copying or usage of Your Data not authorized by Virevol. You hereby release and forever waive any claims you may have against Virevol for any such unauthorized copying or usage of Your Data, under any theory of liability. THE SECURITY MEASURES TO PROTECT YOUR DATA USED BY VIREVOL HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES. Virevol reserves the right, in our sole discretion, to limit the quantity or method of communications that you may send to other Members within a set period of time. Without limiting the foregoing, Virevol has the right to cooperate fully with any court or law enforcement agency or authority ordering or requesting that we disclose the identity of, or any other information about, anyone posting any materials on or through the Service. YOU AGREE TO WAIVE AND HOLD HARMLESS VIREVOL, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES, DURING, IN RESPONSE TO, OR AS A RESULT OF, ITS INVESTIGATIONS, AS WELL AS FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS, WHETHER BY SUCH PARTIES OR BY A COURT OR LAW ENFORCEMENT AGENCY OR AUTHORITY. Notwithstanding the foregoing, Virevol cannot and does not undertake to review all materials before they are posted on the Service. Virevol cannot ensure that objectionable material will be promptly removed after it has been posted. Virevol assumes no liability for any action or inaction taken by us or any of our affiliates, licensees, and/or service providers, regarding content, communications, or transmissions from or by any user or third party. Virevol has no liability or responsibility to anyone for performance or nonperformance of the aforementioned activities. 9. Billing; Charges on Your Account.
a. General. Please note that the billing policies that are disclosed to you in subscribing to the service are deemed part of these Terms. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Service.b. Billing. Virevol bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Virevol all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Virevol to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. Virevol reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.d. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. The Service is available to you on an annual contract, billed monthly without further authorization from you, until you provide prior notice (confirmed in writing by Virevol) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Virevol could reasonably act. You may change your payment method or cancel your paid membership by contacting us at firstname.lastname@example.org. For your convenience, we take your payment information so that your Virevol membership will not be interrupted. We auto-renew your membership at the level you selected. Your Virevol subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). You may cancel by sending us an email at email@example.com. e. Pricing. The Service is available on an annual contract, billed monthly. You may cancel the Service by providing notice at least fifteen (15) days prior to the next year of service. You acknowledge and agree that pricing may change from year to year; we will provide you with notice of such change in accordance with these Terms. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.f. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY VIREVOL IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE VIREVOL ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT VIREVOL MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY VIREVOL).g. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.h. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Virevol is authorized to charge your Payment Method. Virevol may submit those charges for payment and you will be responsible for such charges. This does not waive Virevol’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
12. Confidentiality; Ownership of Your Data. Each party to these Terms (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Virevol’s Proprietary Information includes non-public information regarding features, functionality and performance of the Service. Your Proprietary Information includes non-public data provided by you to Virevol to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. You shall own all right, title and interest in and to the Your Data. Virevol shall own and retain all right, title and interest in and to (a) the SaaS and Service, all improvements, enhancements or modifications thereto, (b) any data that is based on or derived from Your Data and provided to you as part of the Services (c) any software, applications, inventions or other technology developed in connection with the Service, and (d) all intellectual property rights related to any of the foregoing. In the event that you send any unsolicited ideas, suggestions, or feedback to Virevol (collectively, the “Feedback”), you acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to Virevol a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you. 13. Repeat Infringer Policy. In accordance with the DMCA and other applicable laws around the world, Virevol has adopted a policy that it will promptly terminate without notice any user's access to the Service if that user is determined by Virevol to be a "repeat infringer." A repeat infringer includes, without limitation, a user who has been notified by Virevol of infringing activity violations more than twice and/or who has had any user-submitted content removed from the Service more than twice. Virevol may also at our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
In addition, Virevol accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials.
20. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.21. Entire Agreement. This Agreement contains the entire agreement between you and Virevol regarding the use of the Service.22. Severability; Waiver. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Virevol’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Virevol’s ability to enforce such term at any point in the future.23. Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.Please contact us with any questions regarding this agreement. Virevol is a trademark of Virevol Inc.I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.