Last Revised: Oct 20th, 2020
Thanks for signing up to use our software service (the “Service”) made available to you on virtuo.com or through any other website owned, operated, or controlled by us (collectively, the “Site”) and through our application (the “App”) made available to you through the Apple App Store, Google Play, or another app store or distribution platform (collectively, the “App Provider”). Please read these terms and conditions (the “Terms of Service”) carefully. By using the Service or signing up for an Account (as defined below), you are agreeing to these Terms of Service, which means you will be in a legal agreement with Virtuo Inc. and its affiliates or subsidiaries (“we”, “us”, “our”, and similar expressions).
Account and Availability of the Service and Payment Gateways
- To access and use the Service, you must register for an account with us through the registration process on our Site, the App, or through our authorized support personnel (an “Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information we require. We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You must be the older of 18 years or the age of majority in the jurisdiction where you reside and from which you use the Service to open an Account.
- You may not sign up for, or have any access to, an Account if doing so would violate any applicable laws or regulations of Canada or the laws and regulations of any jurisdiction applicable to you.
- By signing up for an Account, you represent and warrant that you meet the conditions for having an Account with us and acknowledge that we are relying on this representation and warranty. If you sign up for an Account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms of Service on its behalf.
- You acknowledge that we will use the email address you provide when you open an Account or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your Account secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account, including any password you use to access the Account or any account through which you access your Account.
- If your Account is inactive for 12 or more months, we may terminate the Account. Once your Account is terminated, whether by you or us, you acknowledge and agree that we may permanently delete your Account and all the data associated with it.
- In the event of a dispute regarding Account ownership, we have the right to request documentation to determine the Account ownership. Documentation may include things such as a scanned copy of your business license, government issued photo identification, or the last four digits of the credit card associated with your Account. We have the right to determine, in our sole judgment, who the rightful Account owner is and transfer an Account to that person. If we are unable to reasonably determine the rightful owner of an Account, without prejudice to our other rights and remedies, we have the right to temporarily disable an Account until you and the other party in the dispute have resolved the question of who is the rightful owner of the Account.
- Technical support regarding the Service is only provided to Account holders and their authorized representatives through the support tools and contact methods provided through the Service and on the Site.
- The Service includes integrated third-party payment gateways (“Payment Gateways”). All such Payment Gateways are third-party services and in addition to these Terms of Service, your use of them will be subject to the terms and conditions of the applicable Payment Gateway service provider, as they may be amended from time to time. You are responsible for reviewing the applicable Payment Gateway service provider’s terms and conditions and your continued use of the Payment Gateway with the Service is your agreement to be bound by those terms and conditions. If you do not agree to any of the applicable Payment Gateway service provider’s terms and conditions, you must not continue to use the Payment Gateway in connection with the Service. You acknowledge that it is your responsibility to activate and maintain the third-party accounts associated with your Payment Gateway. If you do not wish to keep the account associated with the applicable Payment Gateway active, it is your responsibility to deactivate it. Payment Gateways used in connection with the Service may be subject to a fee from the Payment Gateway provider. That fee may be in addition to the fees we charge you for the Service.
Access to the Service is subject to these Terms of Service and other Terms and Conditions
- Any new features or tools which are added to the current Service shall be also subject to the Terms of Service.
- When you download the App through an App Provider, you acknowledge and agree that: (i) these Terms of Service are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to provide maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third-party have relating to the App; and (iv) the App Provider is a third-party beneficiary of these Terms of Service regarding your use of the App, and the App Provider will have the right to enforce these Terms of Service regarding your use of the App.
- You can review the current version of the Terms of Service at any time at the Site. You acknowledge and agree that we may amend these Terms of Service at any time by posting an updated version on the Site. All such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Service after the amended Terms of Service are posted to the Site means you have agreed to the changes. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- A breach or violation of any term in the Terms of Service or the Additional Terms, as determined in our sole discretion, may result in an immediate termination of your access to the Service and your Account.
- We reserve the right to modify or terminate the Service for any reason, without notice at any time. Not all Service features are available in every jurisdiction and we are under no obligation to make any Service or features available in any jurisdiction. We reserve the right to refuse service to anyone for any reason at any time. We make no promise of exclusivity in any market segment.
- Questions about the Terms of Service should be sent to firstname.lastname@example.org.
Service Tiers and Payments
- Plan Details. Your billing payment amount, frequency, and Service plan tier details are available in your Account.
- Paid Monthly Plans. When you sign up for a paid monthly plan, you will be asked to select your monthly plan tier, pricing, and features as described on our Site or in the App (a “Monthly Plan”). When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month (except if that day lands on a holiday or weekend, in which case we will bill you on the next possible day), based on the date that you started your Monthly Plan or as otherwise stated when you selected your Monthly Plan.
- Free Plan. We offer a free plan (“Free Plan”) with the features and limits described on our Site or in the App. If you use the Service under the Free Plan and you want to access additional features and benefits not included in the Free Plan, you will be required to upgrade your Account to, and select and pay for, a paid plan.
- Pay As You Go Plan. We offer a pay-as-you-go plan (“Pay As You Go Plan”) to access the Service. If you are using a Pay As You Go Plan, you will have access only to the features of the Service included for the applicable single transaction fee described in the relevant pricing portions of our Site or in the App.
- Payment Methods. If you have a paid plan or otherwise have an outstanding balance with us, you will provide us with valid debit or credit card information and authorize us to deduct your charges against that card. You will replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we are authorized to deduct any charges on your Account against the new card. You represent and warrant that you are authorized to use any card associated with your Account, and that all charges may be billed to that card and will not be rejected. If we are unable to process your card order, we will try to contact you by email and suspend your Account until your payment can be processed. In some scenarios we may agree to other payments methods with you, including payment by cheque.
- Refunds. If we terminate your Account without cause, and your Account is a paid account, we will refund a prorated portion of your fees. We will not refund or reimburse you for any fees you have paid to access the Service if your Account is suspended or terminated for cause, like a breach or any violation of the Terms of Service or the Additional Terms.
- Fee Changes, Taxes. We may change our fees at any time by posting a new pricing structure to our Site or in the App or in your Account, or by sending you a notification by email. Quoted fees do not include sales or other transaction-based taxes of any kind unless otherwise stated.
General Rules and Abuse
- You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, the laws applicable to you in your customer’s jurisdiction, or the federal and provincial laws of Canada generally. You will comply with all applicable laws, rules, and regulations in your use of the Service.
- You may not use the Service to promote or incite harm toward others or in a way that promotes hateful, discriminatory, or harassing content. We may suspend or terminate your Account if, in our sole opinion, you are using the Service in a way that, directly or indirectly, violates this section.
- You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without our express written permission.
Copyright, Trademark, and other Intellectual Property Matters
- Unless we expressly say otherwise, the Service and all text, pictures, graphics, music, sound files, bar codes, video, data, information, software, files, hyperlinks, displays, patents, and other content and materials used in or associated with the Service and the selection and arrangement of them (collectively “Content”) are our property or that of our licensors.
- Our trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the “Marks”) used in connection with the Service are our property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service, including those of any Payment Gateways, are the property of their respective owners (collectively “Third-Party Marks”). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the applicable owner.
- The Service, Content, Marks, and Third-Party Marks are protected by Canadian (including federal and provincial) and international copyright, trademark, patent, and trade secret laws and other proprietary rights, and may have security components that protect digital information contained within them to be used only as authorized by us or the owners of them. All rights not expressly granted by these Terms of Service are reserved.
- We have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Account and use of the Service to promote the Service.
- It is our policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions, and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing on our own. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you agree that you give us a royalty-free, irrevocable, transferable right, and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us in connection with your use of the Service (collectively, “User Submissions”) in however manner we desire and for whatever purpose, including without limitation, to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such User Submissions or incorporate such User Submissions into any form, medium, or technology (including the Service) throughout the world.
- We are and under no obligation to compensate you in any way for User Submissions, to maintain any User Submissions in confidence, or to respond to any User Submissions. You agree that any User Submissions submitted by you to us will not violate the right of any third-party, including without limitation, copyright, trademark, privacy, or other personal or proprietary rights, and will not cause injury to any person or entity. You further agree that no User Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”.
- “Confidential Information” includes, but is not be limited to, all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Our Confidential Information includes all information that you receive relating to us, or to the Service, that is not known to the general public including information related to our security program and practices.
- Notwithstanding and without prejudice to the generality of the definition of Confidential Information, Confidential Information does not include any information which (i) was publicly available prior to the recipient receiving such information or afterward becomes publicly available (other than as a result of a breach of these Terms of Service); (ii) is obtained from any source other than the disclosing party, provided that such source is not, to the recipient's knowledge, prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the disclosing party and did not, to the recipient's knowledge, obtain the information from an entity or person prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the disclosing party; (iii) was already in the recipient's possession prior to disclosure by the disclosing party without being in breach of any legal, contractual, or fiduciary obligation; or (iv) any information that is independently acquired or developed by the recipient without violating any of its obligations under these Terms of Service.
- Each of you and us agrees to use the other’s Confidential Information solely as necessary to provide or use the Service or to perform obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service. Each of you and us agrees to take all reasonable steps, at least substantially equivalent to the steps each of you and us take to protect our own proprietary information, to prevent the duplication, disclosure, or use of Confidential Information, other than by or to employees, directors, officers, members, managers, partners, stockholders, affiliates, agents, representatives, consultants, outside advisers, and anyone else engaged in connection with the Service (collectively, “Representatives”) that need to know the Confidential Information in connection with the Service and to perform obligations under these Terms of Service, or as otherwise permitted by these Terms of Service. Representatives must keep Confidential Information confidential and be subject to obligations of confidentiality that are at least as stringent as those contained in these Terms of Service. Each of you and us are jointly and severally responsible for any breach of these confidentiality terms by our respective Representatives.
- Confidential Information may be disclosed as required by any law, regulation, or order of any court having jurisdiction regarding these Terms of Service, provided that, if legally permitted, prompt written notice must be given to the other party and commercially reasonable efforts used to ensure that such disclosure is accorded confidential treatment and limited to the extent permissible.
Limitation of Liability, Indemnity, and other Disclaimers
- To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Site or an App Provider, (ii) we and, as applicable, our parent company, subsidiaries, affiliates, partners, members, officers, directors, agents, employees, contractors, and suppliers (collectively, “Indemnitees”) will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence or we have been advised of the possibility of those damages, and (iii) in any calendar month, our total liability to you arising under or in connection with the Service, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be no more than what you paid us for the Service in the preceding month. For the avoidance of doubt, in no instance will we or our Indemnitees be liable for any losses or damages you suffer if you use the Service in violation of these Terms of Service, regardless of whether we terminate or suspend your Account due to such violation.
- To the maximum extent permitted by law, we provide the Service “as is”. This means that, except as expressly stated in these Terms of Service, we do not provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Terms of Service. Since those who use our Service do so for a variety of reasons, we cannot and do not guarantee that it will meet your specific needs.
- Indemnity is an agreement to compensate someone for a loss. You agree to indemnify and hold us and our Indemnitees harmless from any losses, including legal fees and expenses, that directly or indirectly result from any claims you make that are not allowed under these Terms of Service due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us and our Indemnitees harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your content (including User Materials), (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms of Service, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you have made to us.
- Your violation of these Terms of Service may cause irreparable harm to us and our Indemnitees. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms of Service (meaning we may request a court order to stop you).
- If we must provide information in response to a demand for discovery, subpoena, court order, or other legal, governmental, or regulatory inquiry related to your Account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
- We are not responsible for the behavior of any third parties, linked websites, or other users of the Service.
- We are not liable for any delays or failure in performance of any part of the Service from any cause beyond our control. This includes acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, unexplained events, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
- These Terms of Service are governed by the laws of Alberta and the federal laws of Canada applicable therein, without resort to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You irrevocably consent to the exclusive jurisdiction of the courts in Alberta, Canada for purposes of any legal action arising out of or related to these Terms of Service.
- By using the English version of the Site, the parties acknowledge and agree that they have required that this Agreement be prepared in the English language. En utilisant la version anglaise de les sites, les parties reconnaissent avoir exigé que la présente convention soit rédigée en anglais.
- For purposes of these Terms of Service: (a) the words "include", "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby", "hereto" and "hereunder" refer to the Terms of Service as a whole; and (d) whenever the singular is used, the same will include the plural, and, whenever the plural is used, the same will include the singular, where appropriate. The definitions given for any defined terms will apply equally to both the singular and plural forms of the terms defined.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. We are permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations, to any third-party without our prior written consent, to be given or withheld in our sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
- Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and us and govern your use of the Service and your Account, superseding any prior agreements between you and us (including any prior versions of the Terms of Service).
- The headers and any sidebar text are provided only to make these Terms of Service easier to read and understand. The fact that we wrote these Terms of Service will not affect the way our agreement with you is interpreted.
- Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Site. Any notice to us will be effective when delivered to us at the addresses we post for general communication to us on our Site.
- These Terms of Service and any Additional Terms you have agreed to make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. This section shall survive any termination of the Terms of Service. Where there is a conflict between these Terms of Service and the Additional Terms, the Additional Terms will control to the extent of the conflict.
- Even if these Terms of Service are terminated, the following sections will continue to apply: Copyright, Trademark, and other Intellectual Property Matters; Confidentiality; Limitation of Liability, Indemnity, and other Disclaimers; any sections regarding compliance with laws, choice of law, or severability; and any other terms which expressly or by their nature ought to survive the termination of the Terms of Service.