VIRTUALL Platform Terms & Conditions of Use
Last updated December 28, 2022
SCOPE AND OVERVIEW
VIRTUALL’S OBLIGATIONS RELATED TO THE PLATFORM, IF ANY, ARE TO ITS CLIENTS WHO ENTER INTO EITHER A SERVICE AGREEMENT BETWEEN VIRTUALL AND CLIENT (THE “SA”), A PARTNER AGREEMENT BETWEEN VIRTUALL AND PARTNER (THE “PA”) OR A COMMERCIAL AGREEMENT ENTERED INTO BETWEEN VIRTUALL AND CLIENT (THE “COMMERCIAL AGREEMENT”). NO INDIVIDUAL USER SHALL HAVE ANY PERSONAL RIGHT OR ACTION OF ANY KIND AGAINST VIRTUALL OR ITS AFFILIATES WHATSOEVER. ANY UNAUTHORIZED ACCESS SHALL BE DEEMED A TRESPASS, CONVERSION AND THEFT OF SERVICES. NO AGREEMENT OF ANY KIND SHALL BE CREATED BETWEEN VIRTUALL AND ANY UNAUTHORIZED USER.
TERMS AND CONDITIONS
The following terms and conditions apply to your use of the Platform:
4. Restrictions. User shall not do any of the following, and shall not, directly or indirectly, allow or enable any third party to do any of the following:
(a) No unlawful use. User will not use the Platform for any purpose that is harmful, unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, racist, infringing, pornographic, violent, threatening, or hateful, or otherwise objectionable or inappropriate as determined by VIRTUALL in its sole and absolute discretion. You will not impersonate any person or organization, including without limitation, the personnel of VIRTUALL, or misrepresent an affiliation with another person or organization.
(b) No intellectual property infringements. User will not upload, post, reproduce, or distribute any information, data sets, applications, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the written permission of the owner of such rights and obtaining the right to use such rights as part of the Platform. You agree not to download, display, reproduce, exploit or use the Platform for any purpose, in connection with products or services that are not those of You or VIRTUALL, and in any other manner that is likely to cause confusion among consumers, that disparages or discredits VIRTUALL, its Affiliates and/or its licensors, that dilutes the strength of VIRTUALL’s, its Affiliates’ or its licensor’s property, or that otherwise infringes VIRTUALL’s, its Affiliates’ or its licensors’ intellectual property rights.
(c) No data mining. User will not use or introduce to the Platform any data mining, crawling, “scraping”, robot or similar automated or data gathering or extraction method (whether or not the initial or primary purpose of such tool or method is benign, exploratory or malicious), or manually access, acquire, monitor or copy any portion of the Platform; provided, however, User may reasonably and for a legal and valid business purpose export data related to Client’s product using VIRTUALL’s Platform and tools to the extent the Platform and tools allow such export.
(d) No third party personal information. User agrees to not post, collect or store personal data about other users or violate the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential (including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers).
(e) No modifications. User will not modify, reverse engineer, adapt, alter, decompile, disassemble, or otherwise attempt to obtain or receive the source code from which any component of the Platform is compiled or interpreted, whether in whole or in part, or create any derivative works from any part of our Platform, or encourage, assist or authorize any other person to do so. You will not examine the Platform with the intent of constructing an exploit, attack, or vulnerability. You will immediately inform VIRTUALL of any modifications, vulnerabilities, or attacks you witness or suspect while you are a User of the Platform.
(g) No viruses. User will not upload, post, email, introduce or otherwise transmit any material that contains viruses, corrupted files, or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of the Platform, or any computer software, hardware or telecommunications equipment. It is your responsibility to inspect and quarantine any suspect file and not to introduce any suspect files to the Platform, whether or not they are standalone executable processes.
(h) No deletion of intellectual property notices. User agrees that User will not delete or alter in any manner, the copyright, trademark, or other proprietary notices that may appear in or on the Platform.
(i) No prohibited country. User agrees that he or she will not use or access the Platform from a prohibited country named in the Commerce Control List, found in Supplement No 1 to Part 774 of the EAR, as the same may be updated from time to time.
6. Security and Passwords. It is your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify VIRTUALL immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Platform. VIRTUALL is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge, and is not responsible for any delay in shutting down your account after you have reported a breach of security to us.
7. Client Content. Client shall provide to VIRTUALL 2D or 3D design files, images, visuals, specifications and other related materials, as applicable, related to your product that will be used as part of the Platform (the “Client Content”). You shall retain ownership of any Client Content that you provide to VIRTUALL as part of the Platform and you hereby grant to VIRTUALL a worldwide license to use the Client Content to provide the Services or use of the Platform to you and the right to use your or your product’s name, likeness, biography, trademarks, logos, or other identifiers for the purpose of the Platform displaying the Client Content, also applicable in platform connected games, destinations, social media, virtual showrooms, e-commerce integrations and virtual worlds.
9. Right to Audit. User acknowledges and agrees that VIRTUALL, or a third party on behalf of VIRTUALL, shall have the right to audit User’s use of the Platform with or without notice to User. User further acknowledges and agrees that VIRTUALL shall have the right at all times, in its sole discretion, to disclose any information VIRTUALL deems appropriate to satisfy any requirement under applicable law, regulation, or legal process or any governmental or regulatory agency request.
11. Disclaimer of Express and Implied Warranties by VIRTUALL. THE PLATFORM, VIRTUALL CONTENT AND ALL OTHER INFORMATION, CONTENT, MATERIALS, DATA, TOOLS, PRODUCTS AND SERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VIRTUALL, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, PRESENT AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE PLATFORM WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DATA OR ANY OTHER INFORMATION PURCHASED OR OBTAINED THROUGH OUR PLATFORM, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA, ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE PLATFORM. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND THE VIRTUALL CONTENT (INCLUDING, BUT NOT LIMITED TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE PLATFORM). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
12. No Personal Right of Action. NO INDIVIDUAL USER SHALL HAVE ANY PERSONAL RIGHT OF ACTION OF ANY KIND AGAINST VIRTUALL OR ITS AFFILIATES WHATSOEVER. THE USE OF THE PLATFORM SHALL NOT CREATE ANY RIGHT OR ACTION IN FAVOR OF ANY INDIVIDUAL USER AGAINST VIRTUALL, ITS AFFILIATES, OR ANY OTHER PERSON OR ENTITY.
14. Retention and Availability. Information created, acquired or collected about you, or otherwise provided by or on your behalf (including Client Content), through the Platform may be retained by us for periods of time and in a form as determined by us or required or permitted by applicable law, rule or regulation. Such information may be made available under applicable law to government and self-regulatory agencies and may be disclosed to third parties, legal, regulatory or self-regulatory authorities when we reasonably believe that such action is necessary to conform with legal requirements, comply with legal processes or protect or defend the rights, property, legal, personal or financial interests of us, our licensors or others.
19. No Partnership. Both you and VIRTUALL acknowledge and agree that no partnership is formed and neither you nor VIRTUALL has the power or the authority to obligate or bind the other.