IMPORTANT: BY USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.
ARBITRATION NOTICE. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 13 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES, AS EXPLAINED IN SECTION 13, YOU AND THE COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND YOU AND THE COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Acceptance of Terms
Subject to the terms and conditions set forth herein, Company hereby grants to you, and you accept, a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal use of the Services, only according to the terms of these Terms. The license may be suspended or terminated by Company at any time.
3. Limitations on Use
You undertake to use the Services solely for personal purposes and not for business use. You represent that you are at least 18 years old. You agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Company IPR (as defined below); (iii) syndicate any part of the Services or refer to the Services by use of framing; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject Company or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) post any content that is violent, defaming, obscene, violate the privacy of any third party, infringe the intellectual property rights of any third party, or that is otherwise illegal, (viii) access the Services through or use with the Services any automated or unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (ix) perform any act that destabilizes, interrupts or encumbers the Services or their servers or use “load testers”, that enable sending more request messages to the servers of the Services, in a given period of time, than a human can reasonably send in that time period by using the Services; (x) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (xi) create false personas, multiple identities, set up an account on behalf of someone other than yourself or create another account after We have already disabled your account; or (xii) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Services or its servers. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
The Services, including without limitation any underlying data, software, platforms, algorithms, technology, application design, any information, logos, trade-names and brands, services, texts, files, animation, images, sound, music, videos, various applications, organization, structure, specifications, Feedback (defined below), “look and feel” and features and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto (“Company IPR“) are the property of Company and/or its licensors who retain all right, title and interest in connection therewith.No transfer or grant of any rights by Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company IPR or otherwise, except for the limited license set forth in Section 2 above.”Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
5. Your Content
5.1 Your Content. You shall have sole responsibility and liability for Your Content (defined in Section 5.3 below) and for your use of the Services (collectively, together with Your Content, shall be hereby defined as “Your Use“). Company shall not be liable or responsible for Your Use or any parts thereof and shall be entitled, under its sole discretion, to remove or edit any of Your Use at Company’s sole discretion and without notice or explanation. You hereby grant Company a worldwide, irrevocable, perpetual, royalty-free license to use, host, store, display, reproduce, modify, adapt, edit, publish, translate, sub-license and distribute Your Content and fully exploit Your Content for the provision, maintenance and improvement of the Services and for marketing, for example, we may promote reviews and place descriptions that were set to be public by you, on social media or in an advertisement.
5.2 Representations and Warranties. You represent and warrant to Company that Your Use: (i) complies with and will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, confidentiality and the right to privacy, (ii) does not and will not contain any promotional, threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory, false, misleading or otherwise inappropriate content, (iii) is free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies).
5.3 “Your Content” shall mean any and all content that you provide, upload, send or refer to through the Services, including without limitation any text, graphics, images, videos, links, data or any other content or information or combination thereof
.6. Your Account
You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Company and modify your login information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services. Registered users will have access to additional features on the Services as Company may provide from time to time.We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services (“Feedback“), we shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE VIRTHUES IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION COMPANY IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VIRTHUES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR RESERVATIONS MADE THROUGH THE SERVICES. ALL RESERVATIONS ARE MADE DIRECTLY WITH THE BUSINESS THROUGH A THIRD PARTY SERVICE. COMPANY MERELY PROVIDES A PLATFORM DESIGNED TO FACILITATE BETTER COMMUNICATION WITH THE RESERVATION SERVICES AND THE SHARING OF INFORMATION BY THE COMMUNITY.COMPANY DOES NOT WARRANT THAT THE VIRTHUES IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE VIRTHUES IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. WITHOUT DEROGATING FROM THE FOREGOING, THE INFORMATION PROVIDED THROUGH THE SERVICES MAY BE PARTIAL, OUT-DATED, INACCURATE AND SUBJECT TO CHANGE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE COMPANY IPR.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL VIRTHUES AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, TO OTHER USERS OF THE SERVICES, OR RELIANCE ON ANY OF THE VIRTHUES IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY VIRTHUES. WITHOUT DEROGATING FROM THE FOREGOING, IF DESPITE THE FOREGOING VIRTHUES WILL BE FOUND LIABLE OR RESPONSIBLE BY A COMPETENT AUTHORITY, UNDER ANY LEGAL THEORY, VIRTHUES’ AGGREGATE LIABILITY SHALL NOT EXCEED 100$. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) Your Use, including any third party claim in respect of Your Use; and/or (ii) any breach of these Terms.
11. Third Party Content
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Company IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion without notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 3- 5, 7-14.
13. Binding Arbitration
13.1 Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to this Agreement or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis (“Disputes“), except that you and the Company are not required to arbitrate any dispute for enforcement or infringement of either party’s Intellectual Property Rights (“Excluded Disputes“). Any and all Disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not Excluded Disputes.
13.2 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA“). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any Disputes where the total amount sought is less than $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount sought is $10,000 or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.3 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
13.4 Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and the Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
13.5 Waiver of Jury Trial. YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. You and the Company are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and the Company over whether to vacate or enforce an arbitration award, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
13.6 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER, MARKETING AFFILIATE OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 13.12 below.
13.7 Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
13.8 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
13.9 Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor the Company can force the other to arbitrate. To opt out, you must notify the Company in writing no later than thirty (30) days after first becoming subject to this Agreement. Your notice must include your name and address, the email address and phone number you provided through the Services when you registered or made a purchase, and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to this address: [firstname.lastname@example.org].
13.10 Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.13.11 Arbitration Agreement Survival. This arbitration agreement will survive the termination of this Agreement and your relationship with the Company.
13.12 Venue for Excluded Disputes. Excluded Disputes shall be governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel in respect of Excluded Disputes and hereby submit themselves to the exclusive jurisdiction of these courts.
13.13 U.N. Convention. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court.
(i) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (ii) You acknowledge and agree that Company has the right, at any time and for any reason, to redesign or modify the Company IPR and other elements of the Services or any part thereof; (iii) these Terms are the entire agreement between you and Company regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties; (iv) Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Company. Any unauthorized assignment will be void and of no force or effect; (v) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Company any rights, remedies or other benefits under or by reason of these Terms; (vi) Company’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (vii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (viii) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF.
If you have any further questions or require further clarification, please contact us by sending an e-mail to:[email@example.com]. Last updated: September 04, 2020.