Virgil Security: Online Terms and Conditions
Last updated on May 18, 2018
Virgil Security, Inc. ("Virgil", or "we" and its derivatives), offers a suite of
software components and associated services
that let developers integrate powerful security tools such as password-free authentication,
encryption of data in transit and at rest, and cryptographic verification of the authenticity
and provenance of data, devices and identities across digital platforms into their software
products. We also offer mobile applications and certain "widgets" that can be directly
downloaded by end users for use on their computing devices. Our services rely on open-source
cryptography libraries, plug-and-play APIs for almost every standard development language,
and seamless key management to secure your digital world. In order to use our software,
you have to agree to the following terms, which set forth the legal framework that makes
it possible for us to provide our services. We are sorry they are so long.
THE VIRGIL SECURITY WEBSITE,
WWW.VIRGILSECURITY.COM, OUR SOFTWARE,
AND SERVICES. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION
PROCESS, AND/OR BROWSING THE SITE OR DOWNLOADING OUR SOFTWARE, YOU REPRESENT
OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VIRGIL (A MINIMUM OF 18 YEARS OLD)
AND HAVE NOT BEEN PREVIOUSLY BARRED FROM USING THE SITE, SERVICES OR SOFTWARE,
ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY
OR ENTITY IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SITE. BY USING
OR ACCESSING OUR SITE, SERVICES, OR SOFTWARE, YOU AGREE TO THE FOLLOWING TERMS
SERVICES, OR SOFTWARE.
renew for additional periods of the same duration, depending on and as indicated by the
type of subscription you ordered, at our then-current fees for such services, unless you
opt out of auto-renewal in accordance with Section 7.4 below.
to resolve disputes, rather than a jury trial or class actions, and also limits the remedies
available to you if there is a dispute arising out of the site, services, software, or
Accessing our services from places where doing so is illegal is strictly prohibited. You
must comply with all local rules, laws, and regulations regarding your use of our services.
Your use of certain services may be subject to additional terms ("Supplemental Terms")
inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect
We may change the Terms at any time. When we do so, we will make a new copy of the Terms
of Use available at this page and within the software and any new Supplemental Terms will
be made available from within, or through, the affected service on the site or within the
software. We will also update the "Last Updated" date above. If we make any material changes,
and you have an Account (as defined in Section 3.1 below) with us, we will also send an
e-mail to you at the e-mail address currently associated with your Account. Any changes
to the Terms will be effective immediately for new users and will be effective thirty (30)
days after posting notice of such changes on the site for existing users.
Certain Definitions. The following definitions are vital to understanding this document.
Other terms are defined where used below.
"App" means a Virgil Mobile Application that can be downloaded to and used on
an end-user mobile device.
"Developer Product" means software or services that you, as a developer, create
that incorporate Virgil Software or Services.
"Services" means all the services we provide to developers and end users, and
includes all Software.
"Site" means our website located at
"Software" means all source and object code that we make available to developers
and end users, including (a) as integrated into or related to our Services, and (b)
Apps and Widgets.
"Widget" means a self-contained object code bundle produced by Virgil that provides
certain functionality and can be directly installed on a computing device by an end
Use of the Services.
The Services are protected by copyright laws throughout the world. Subject to the Terms,
we grant you a limited license to reproduce portions of the Services solely in connection
with your personal or internal business use of the Services. Unless otherwise specified
in a separate license expressly superseding these Terms, your right to use any element
of the Services is subject to the Terms. A "User" is anyone who accesses the Services
and includes both developers who incorporate certain Services or Software into their offerings
and end users who download and use Apps and Widgets. You and User are used interchangeably
throughout these Terms.
App License. Subject to your compliance with the Terms, Virgil grants you a limited,
non-exclusive, non-transferable, non-sublicensable, revocable license to download,
install and use a copy of an App on a single mobile device or computer that you own
or control and to run such App copy solely for your own personal or internal business
purposes. Furthermore, with respect to any App accessed through or downloaded from
the Apple App Store (an
"App Store Sourced App"), you will only use the App Store Sourced App (i) on
an Apple-branded product running the iOS operating system, and (ii) as permitted
by the "Usage Rules" set forth in the Apple App Store Terms of Service.
Widget License. Widget(s) may be directly downloaded and used by end users or
incorporated into Developer Products to permit such products to interact with our
Services. Subject to your compliance with the Terms, Virgil grants end-users who
download Widgets a limited, non-exclusive, non-transferable, non-sublicensable, revocable
license to use the Widget on the computer that you own solely for the purpose of
accessing and using the Services. You may not use the Widget(s) for any other purpose
without our prior written consent, and nothing in the Terms shall be deemed to grant
you any right, title or interest in the Widget. Use of Widgets in Developer Products
is governed by Section 2.3.
Software License. Use of any Software except Apps and Widgets downloaded by end
users is subject to this Section 2.3 and these Terms, unless there is a separate
license agreement that accompanies or is included with the Software, or by the license
agreement expressly stated on the site page(s) accompanying the Software, if applicable.
You may not use, download or install any Software that is accompanied by or includes
a license agreement separate from these Terms unless you agree to the terms of such
license agreement. Virgil will provide access to the Software via electronic transfer
or download and will not use or deliver any tangible media in connection with the
(a) delivery, installation, updating or problem resolution of any Software (including
any new releases); or (b) delivery, correction or updating of documentation. Except
to the extent that (i) use of key-based Services require downloading of Software
elements to end-user devices to perform user authentication functions (in which case
such use is limited by the applicable Subscription limits), or (ii) the accompanying
license agreement expressly allows otherwise, any copying or redistribution of the
Software is prohibited, including any copying or redistribution of the Software to
any other server or location, or redistribution or use on a service bureau basis.
If there is any conflict between the Terms and the license agreement, the license
agreement will take precedence in relation to that Software (except as provided in
the following sentence). If the Software is a pre-release version, then, notwithstanding
anything to the contrary included within an accompanying license agreement, you are
not permitted to use or otherwise rely on the Software for any commercial or production
purposes. Subject to your compliance with the Terms, Virgil grants you a non-assignable,
non-transferable, non-sublicensable (except as explicitly required to receive the
benefit of the Services, i.e., distribution of digital keys), revocable, non-exclusive
license to use the Software for the sole purpose of enabling you to use the Services
in the manner permitted by the Terms and consistent with any documentation related
to the Services and Software available on the site.
Provision of Service.(a) Subject to your compliance with the Terms, we will provide the Services to
you for your personal or internal business purposes up to any limits (i.e., the number
of keys and requests based on your account type) identified by us relating to a particular
Service. We will provide you with the necessary passwords, security protocols and
policies and network links or connections to allow you to use the Services in accordance
with these Terms.
(a) While a single User may access the Services through multiple devices (i.e.,
a computer at home, a computer at work, and a mobile device) Users may not share
their sign-on credentials or otherwise provide anyone else with access to the Services,
and we may suspend the access of any User who we reasonably believe has violated
Updates. We are constantly improving the Services. As a result, you may need
to accept updates to software you have installed on your computer or mobile device.
We will try, but are not required, to provide advance notice of updates. You may
need to update third-party software from time to time in order to continue using
Restrictions. The rights granted to you in this Section 2 are subject to the
following restrictions: you will not(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host
or otherwise commercially exploit the Services or any portion thereof, including
the site except as required to derive the benefits of the Services (i.e., digital
key distribution and authentication);
(b) frame or use framing techniques to enclose any trademark, logo, or other
of our marks (or use any meta tags or other "hidden text" using our name or trademarks);
(c) modify, translate, adapt, merge, make derivative works of, disassemble, decompile,
reverse compile or reverse engineer any element of the Services except to the extent
the foregoing restrictions are expressly prohibited by applicable law;
(d) use any manual or automated means to "scrape" or download data from the site
(except that public search engines may do so to create publicly available searchable
(e) access the Services in order to build a similar or competitive website, software
(g) remove or destroy any copyright notices or other proprietary markings contained
on or in the Services.
Any future release, update or other change to the Services will be subject to the
Terms. We and our suppliers and service providers reserve all rights not granted
in the Terms.
Third-Party Materials. You may have access to materials that are hosted by another
party as part of the Services or through the site. It is impossible for us to monitor
such materials and you access them at your own risk.
Services Support.(a) All Users have access to the forums, knowledge boards, FAQs, documentation
and other resources available on the site.
(b) Paid Users may email support issues to
[email protected] 24/7/365. All emails are
logged in our automatic ticketing
system, read, and responded to. We make every effort to promptly respond to all emails.
Registering Your Account. A
"Registered User" is a User who has registered an account through the Services
("Account"). You must be a Registered User to access certain features of the Services.
Registration Data. You agree to provide true, accurate, current and complete
information about yourself (the
"Registration Data") when registering an Account and regularly update the Registration
Data while for so long as you have an Account. You represent that you are (a) of
legal age to form a binding contract, and (b) legally permitted to use the Services.
You are responsible for all activities that occur under your Account, including any
unauthorized use of the Services by minors. You will not share your Account credentials
with anyone or otherwise allow others to access your Account, and will notify us
immediately of any unauthorized use of your password or another breach of security.
You agree that you will not have more than one Account at any given time. We may
suspend or terminate access to the Services for any violation or suspected violation
of this Section 3.2. In the event we suspend or terminate your Account and/or access
to the Services, you will not register for a different Account.
Necessary Equipment and Software. You are responsible for providing all equipment
and software you need to access Services and for any fees, including Internet connection
or mobile fees, that you incur when accessing the Services.
Services.(a) Except for the limited license grants provided in Section 2, Virgil and our
suppliers own all right, title and interest, including all intellectual property
rights, in the Services. Without limiting the previous sentence, we own all data
about the use of the Services, including analytics and metrics at the individual
Account level, and we may use such information in our sole discretion, provided,
however, that we may not share information that identifies you without your express,
(b) The purpose of the Services is to protect the content of the end users of a
Developer Product. No personal information or other content of the end users of a Developer
Product is transmitted, stored, processed or otherwise available on or through the
Services in any way. Virgil has no ability whatsoever to access any content that is
protected through your, or any other User's access to or use of the Services, and disclaims
all liability for any claims arising from such content.
Trademarks.(a) The Virgil Security logo and any related graphics, logos, service marks and
trade names used in connection with the Services are our trademarks and may not be
used without our permission for any other purpose. Other trademarks, service marks
and trade names that may appear on or in the Services are the property of their respective
owners. You will not remove, alter or obscure any copyright, trademark, service mark
or other proprietary rights notices in or related to the Services.
(b) Virgil may require Developer Products to include the language “Secured by Virgil Security” or
the equivalent in the form provided by Virgil in a Brand Statement. Virgil may update Brand Statement in
its sole discretion, and you will make commercially reasonable efforts to incorporate
such updated Brand Statement into the next release version of the applicable Developer
Products. Virgil hereby grants you a non-exclusive right and license to use and display
the Brand Statement in connection with purpose set forth in this Section 4.2(b).
Your Content.(a) The site may allow Users to post comments in forums or otherwise interact
with one another. We are not responsible for and do not control the content posted
by Users, and we have no obligation to review or monitor, and do not approve, endorse
or make any representations or warranties with respect to, such content. You use
all such content and interact with other Users at your own risk.
(b) You are solely responsible for any content that you post to the site and grant
us a fully paid, royalty-free, worldwide, non-exclusive and fully sublicensable right
(including any moral rights) and unrestricted license to use such content (in whole
or in part) in connection with the provision and operation of the site. You represent
and warrant that you have all rights necessary for you to display, distribute and otherwise
make such content available, and that such distribution does not infringe any third
party's intellectual property rights. You may not post any material to forums or to
or through the site that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous,
or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any
conduct that would violate, any applicable law or regulation or would give rise to
civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment
or harm against any individual or group; (iv) is violent or threatening, or promotes
violence or actions that are threatening to any other person; or (v) promotes illegal
or harmful activities.
Feedback. Any ideas, suggestions, documents, and/or proposals you provide us through
any means related to the Services (
"Feedback") is at your own risk, and we have no obligations respecting Feedback.
You represent and warrant that you have all rights necessary to submit Feedback and you
hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive,
and fully sublicensable right and license to use Feedback in our sole discretion.
In addition to the restrictions set forth in Section 2 You agree that you will not,
under any circumstances:
(a) Register for more than one Account or register for
an Account on behalf of an individual other than yourself or on behalf of an entity
other than one that youare authorized to register;
(b) Use cheats, exploits, automation software, bots, hacks, mods or any unauthorized
software designed to modify or interfere with the Services;
(c) Interfere with, damage, or disrupt the Services, including through the use
of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service
attacks, packet or IP spoofing, forged routing or electronic mail address information,
or similar methods or technology;
(d) Attempt to probe, scan, or test the vulnerability of the Services or network,
or breach any security or authentication measures;
(e) Disrupt or interfere with the security of, or otherwise cause harm to, the
Services or any Virgil systems, resources, accounts, passwords, servers or networks
connected to or accessible through the Services;
(f) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial
purpose any portion of the Services (including your Account), or access to or use
of the Services;
(g) Systematically retrieve data or other content from the Services to create
or compile, directly or indirectly, in single or multiple downloads, a collection,
compilation, database, directory or the like, whether by manual methods, through
the use of bots, crawlers, spiders, or otherwise;
(h) Use, display, mirror or frame the site, or any individual element within
site, Company's name, any Virgil trademark, logo or other proprietary information,
or the layout and design of any page or form contained on a page, without our express
of written consent;
(i) Bypass any robot exclusion headers or other measures we take to restrict
access to the site, or use any software, technology or device to send content or
messages, scrape, spider or crawl the site, or harvest or manipulate data.
Although we do not generally monitor User activity, we may do so, and if we become
aware of a potential violation of the Terms, we may investigate such incidents, and,
in our sole discretion, take whatever steps we deem necessary to remedy such violation,
including immediately terminating your Account.
Third-Party Marketplaces.The availability of the Apps and Widgets (and, if applicable,
any other Software that is available from third parties) is dependent on the third
party from whom you received the license for such App, Widget or other Software,
e.g., the Apple Third-Party Marketplace or Google Play (each, a
"Third-Party Marketplace"). You acknowledge that these Terms are between you
and Virgil and not with the Third-Party Marketplace. Virgil, not the Third-Party
Marketplace, is solely responsible for the App, Widget, or other Software obtained
from the Third-Party Marketplace, including, as applicable, its content, maintenance,
support services, and warranty, and addressing any related claims (e.g., product
liability, legal compliance or intellectual property infringement). In order to use
the App, Widget or Software, you must have access to a network, and you agree to
pay all fees associated with such access. You also agree to pay all fees (if any)
charged by the Third-Party Marketplace in connection with the App, Widget, of Software.
You agree to comply with, and your license to use the App, Widget and/or Software
is conditioned upon your compliance with, all applicable Third-Party Marketplace
terms and conditions. You acknowledge that the Third-Party Marketplace (and its subsidiaries)
are third-party beneficiaries of these Terms and will have the right to enforce them.
Third-Party Websites, Applications & Ads. The Services may contain links to third-party
websites, applications, and advertisements (collectively,
"Third-Party Material"). When you click on a link to Third-Party Material, we
are not required to provide notice that you are leaving the Services. We do not review
or endorse, nor are we responsible in any way, for Third-Party Material. You use
Third-Party Material links at your own risk and should review applicable terms and
policies before proceeding with any transaction with any third party.
Fees and Payment.
Trial Accounts. We may offer free trials or other promotions that provide a Registered
User with limited access to the Services within a specified time (a
"Trial Account"). Users with Trial Accounts may access only certain features
of the Services and are limited in the number of keys and requests (or as we otherwise
determine) that they may make via the Services. At the end of the trial period, your
Trial Account will expire and any further use of the Services is prohibited unless
you pay the applicable Subscription Fee.
Service Subscription Fees. Expanded use and advanced features of the Services
are provided on a subscription basis (a
"Services Subscription"). The fees for Services Subscriptions (each, a
"Subscription Fee") are due in advance, with the initial payment due when you
add a Services Subscription to your Account (each such time, a
"Service Commencement Date"). Services Subscriptions are not valid until we accept
your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means
Payment. All Subscription Fees and other payments related to your Account will
be made in accordance with the charges and billing terms in effect when such payment
is due. You must provide us with a valid credit card or online transaction account
(i.e., Paypal) that we accept ("Payment Provider"), prior to receiving any paid Services.
You will promptly
notify us of any change to your payment information. Your Payment Provider agreement,
and not these Terms, govern your use of the designated credit card or online transaction
account. By providing your payment information, you agree that we may invoice you
for all fees and charges when they become due to us without additional notice or
consent. We may change our charges and billing practices at any time, either by posting
notice of such change on the site or notifying you via email, provided that any pre-paid
fees for Services not yet completed will not be affected by such change.
- Automatic Renewal and Cancellation.
(a) Services Subscriptions will automatically renew at the rates then in effect until
cancelled as set forth in Section 7.4(b). By subscribing, you authorize us
to charge your Payment Provider at the beginning of any subscription period. Upon
renewal of your subscription, if we do not receive payment from your Payment Provider,
(i) you will pay all amounts due on your Account upon demand, and/or (ii) we may
either terminate or suspend your subscription and continue to attempt to charge your
Payment Provider until payment is received (upon receipt of payment, your Services
Subscription will be re-activated and for purposes of automatic renewal, the day
payment was received will be considered your new Services Commencement Date).
(b) Services Subscriptions may be cancelled at any time by going to the "Change /
Cancel Account" page of your "Account Settings" page or by contacting us via email
[email protected]. Monthly Services
Subscriptions may be cancelled
at any time. Annual Services Subscriptions will automatically renew for an additional
year at the then-current price for the selected Services unless cancelled at least
thirty (30) days prior to the anniversary of the applicable Service Commencement
Date. Services Subscriptions for a term that is neither monthly or annual will
automatically renew for additional periods of the same duration, unless cancelled
at least thirty (30) days prior to end of the then-current subscription. Upon
cancellation we will not charge you for any additional Subscription Fees for the
Sales Tax. "Sales Tax" means any sales or use tax, and any equivalent tax measured
by sales proceeds that we are required to pass through to our customers. All fees
are net of any applicable Sales Tax. Sales Tax is automatically calculated and added
to all orders where applicable.
Withholding Taxes. All payments for the Services will be made free and clear
of, and without reduction for, any withholding taxes. Any such taxes imposed on payments
of fees to us will be your sole responsibility. Upon our request, you will provide
us with official receipts issued by the appropriate taxing authority, or other such
evidence that you have paid all applicable taxes.
Payment Disputes. You must notify us in writing at
[email protected] within seven (7) days after
receiving your Payment
Provider statement, if you dispute any of our charges on that statement or such dispute
will be deemed waived.
Suspension of Service. If you fail to pay undisputed amounts in accordance with
these Terms, we may, in addition to any of our other rights or remedies, suspend
your access to the Service, without liability, until such amounts are paid in full.
Third-Party Provider. We use Stripe as the third party service provider for payment
services (e.g., card acceptance, merchant settlement, and related services). By paying
https://stripe.com/us/privacy/ and hereby consent and
authorize us and Stripe
to share any information and payment instructions you provide with Third Party Service
Provider(s) to the minimum extent required to complete your transactions.
Indemnification and Liability
Indemnification. You will indemnify, defend and hold us, our affiliates, if any,
and our officers, directors, employees and agents (the
"Indemnified Parties") harmless from any claims, demands, actions, costs, liabilities,
losses and damages of any kind (including attorney's fees) resulting from your use,
misuse or abuse of the Services. You will reasonably cooperate in our defense of
any claim. We may, at our own expense, assume the exclusive defense and control of
any matter otherwise subject to indemnification by you, and you will not settle any
matter without our written consent. This provision does not apply to any unconscionable
commercial practice or for fraud, deception, false promise, misrepresentation or
concealment, suppression or omission of any material fact by any Indemnified Party
in connection with the Services.
Disclaimer. You acknowledge that you are using the Services at your own risk.
The Services are provided "as is," and to the fullest extent permitted by law, Virgil
expressly disclaims any warranties, express and implied, including any warranties
of accuracy, completeness or reliability, title, merchantability or fitness for a
particular purpose. Virgil does not represent or warrant that access to the Services
will be uninterrupted or that there will be no failures, errors or omissions of the
Limitation of Liability.
(a) Virgil will not be liable to you or any third parties for any indirect, special,
consequential or punitive damages arising out of these terms, your access to or inability
to access the Services, including for viruses alleged to have been obtained from
the Services, your use of or reliance on the Services or materials available through
third-party sites linked to site, regardless of the type of claim or the nature of
the cause of action, even if advised of the possibility of such damages. Under no
circumstances will we be liable to you for more than one hundred dollars ($100.00).
Any cause of action related to the terms or services must commence within one (1)
year after it accrues or such cause of action will be permanently barred.
(b) The foregoing limitations of liability apply to the fullest extent allowed
by law, provided, however, that Virgil does not in any way seek to exclude or limit
liability for (i) death or personal injury caused by Virgil's negligence; (ii) fraud
or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded
or limited by applicable law.
User Content. Except for our obligations to protect your personal data as set
deletion, mis-delivery or failure to store any content or personalization settings.
End User Data. Virgil does not have the ability to decrypt end users' private
keys and thus cannot reveal that information either inadvertently or by compulsion.
As a result, if an end user loses access to their private key, Virgil is not able
to decrypt their stored private key, and the end user may, therefore, lose access
to their data. accordingly, Virgil shall have no liability to you or end users for
the loss of access to end-user data.
Virgil Defined. For purposes of this Section 7 only, "Virgil" includes our affiliates
and subsidiaries, if any, and our third-party services providers, suppliers, and
Term and Termination.
Term. These Terms take effect on the earlier of the date when you accept them
(as described in the preamble), or the date you first used the Services, and remain
in effect for so long as you use the Services.
Termination by Us. If timely payment cannot be charged to your Payment Provider
for any reason, if you have materially breached any provision of the Terms, or if
we are required to do so by law (e.g., where the provision of the Services becomes
unlawful), we may, immediately and without notice, suspend or terminate any Services
provided to you. All terminations for cause will be made in our sole discretion and
we will not be liable to you or any third party for any termination of your Account
for cause, except that, where we terminate the Services where required to do so by
law, we will refund any prepaid Subscription Fees for the remainder of the term then
in effect as of the date of termination.
Termination by You. If you want to cancel a Services Subscription for one (1)
or more Developer Products, or terminate your Account entirely, you may do so by
going to the "Change / Cancel Account" page of your "Account Settings" page or by
contacting us via email at
[email protected]. Unless otherwise instructed,
cancellation of a Services
Subscription for one (1) or more of Developer Products will not affect any other
Services Subscriptions, and will not terminate your Account entirely.
Effect of Termination. Termination or cancellation of any Services Subscription
for one (1) or more of Developer Product removes access to the applicable Service
from the Developer Product, but will not affect any other Services Subscription(s)
(if applicable) then in effect. Termination of your Account will remove access to
all Services, including those accessible to Trial Accounts, and we may also delete
your password, payment information and other personal information associated with
your Account. Upon termination of any Services Subscription, your access to the relevant
Services will terminate at the end of the then-current term (unless terminated by
us for cause, in which case access will terminate immediately) and we will cease
performing any functions related to the Services for your Account. We will have no
liability for the consequences of any suspension or termination of your Account pursuant
to these Terms, including for deletion of your content. All provisions of the Terms
which by their nature should survive termination of the Services, including ownership
provisions, indemnification obligations, warranty disclaimers, and limitation of
liability, will do so.
No Subsequent Registration. If we terminate your Account for your violation of
the Terms, you will not attempt to re-register with or access the Services through
creation of a new Account or otherwise. If you violate the immediately preceding
sentence, we may, in our sole discretion, immediately take any corrective actions
we deem appropriate without advance notice to you.
Jurisdiction, Governing Law, and Dispute Resolution. These Terms, for all purposes,
will be governed and interpreted according to the laws of the Commonwealth of Virginia
without giving effect to its conflicts of laws provisions that would require a different
Any dispute that may not be brought in small claims court will be resolved by binding
and confidential arbitration conducted before one commercial arbitrator from the
American Arbitration Association (AAA) with substantial experience in resolving commercial
and governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems
them applicable, the AAA's Supplementary Procedures for Consumer Related Disputes
Rules and Procedures).
(a) You are giving up your right to go to court for any dispute arising under
these Terms except for matters that may be taken to small claims court. Your rights
will be determined by a neutral arbitrator and not a judge or jury. You are entitled
to a fair hearing, but the arbitration procedures are simpler and more limited than
rules applicable in court. Arbitrator decisions are as enforceable as any court order
and are subject to very limited review by a court.
(b) Any claims brought by either party must be brought in the parties' individual
capacity, and not as a plaintiff or class member in any purported class or representative
proceeding, and the arbitrator may not consolidate more than one person's claims,
may not otherwise preside over any form of a representative or class proceeding,
and may not award class-wide relief.
(c) The arbitration award will be final and binding upon the parties without
appeal or review except as permitted by Commonwealth of Virginia law or United States
(d) Notwithstanding the foregoing (i) either party may bring an individual action
in small claims court, and (ii) claims of (A) defamation, (B) violation of the Computer
Fraud and Abuse Act, or (C) infringement or misappropriation of the other party's
intellectual property rights may be exclusively brought in the state or federal courts
located in the Commonwealth of Virginia. The parties agree to submit to the exclusive
personal jurisdiction of the courts located within the Commonwealth of Virginia for
such purpose. A request for equitable relief will not be deemed a waiver of the right
With the exception of Section 9.1(b), if any part of Section 9.1 is deemed to be invalid
or unenforceable for any reason then the balance of Section 9.1 will remain in effect.
If, however, Section 9.1 (b) is found to be invalid or unenforceable for any reason,
then Section 9.1 will be null and void, neither party will be entitled to arbitration,
and any claims relating to the Terms or Services will be exclusively brought in state
or federal court in the Commonwealth of Virginia.
Electronic Communications and Notice. You consent to receive operational communications
from us electronically, including via email, text (if you have provided your cell
phone number in connection with the Services) or our posting of notices on the site.
You may cancel Services as set forth in Section 9.3. Communications intended to have
legal effect should be sent to 9296 Sumner Lake Blvd., Manassas, VA 20110 by personal
delivery, certified mail (postage prepaid, return receipt requested), or a commercial
courier requiring signature for delivery, and will be effective on receipt or when
delivery is refused.
Consumer Complaints. In accordance with California Civil Code §1789.3, if you
are a California resident you may report complaints related to the Services to the
Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento,
CA 95814, or by telephone at (800) 952-5210.
Assignment. The Terms, and your rights and obligations hereunder, may not be
assigned, subcontracted, delegated or otherwise transferred by you without our prior
written consent, and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void.
Force Majeure. We will not be liable for any delay or failure to perform resulting
from causes outside our reasonable control, including acts of God, war, terrorism,
riots, embargos, acts of civil or military authorities, fire, floods, accidents,
strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Modification of the Terms. We may unilaterally amend or modify these Terms or
any other documents referenced herein at any time by posting on the site. The date
of the most recent revision will appear at the top of this page. If you are a Registered
User and the changes to the Terms are material, we will notify you of such changes
by sending an email to the address you have provided to us. We encourage you to visit
this page periodically to check for any updates. Any changes to the Terms will be
effective immediately for new users of the site or Services and will be effective
thirty (30) days after posting notice of such changes on the site for existing users.
Severability. If any portion of these Terms is held to be unenforceable, the
remaining portions will remain in full force and effect.
Headings and Construction. The headings used throughout these Terms are solely
for convenience of reference and are not to be used as an aid in the interpretation
of the Terms. As used herein, "may" means "has the right, but not the obligation
to," "including" means "including, without limitation," and "will" means "is required
Waiver. If we fail to enforce any provision of these Terms, it will not be considered
consent to a breach of such provision or a waiver of our right to enforce such provision
in the future.
Entire Agreement. These Terms make up the entire agreement between you and Virgil
regarding the Services, except for specific Software licenses as set forth in Section
2.3, and supersede any prior agreements.
International Provisions.(a) General. The Services can be accessed from countries around the world and
may contain references to Services that are not available in your country. These
references do not imply that we intend to announce such Services in your country.
We control and offer the Services from our facilities in the United States of America.
We make no representations that the Services are legal, appropriate or available
for use elsewhere. Those who access or use Services from other countries do so at
their own risk and are responsible for compliance with local law.
(b) Choice of Language. The Terms, and any contract between us, are only in the
English language. C'est la volonté expresse des parties que la presente convention
ainsi que les documents qui s'y rattacent soient rediges en anglais.
(c) International Provisions. The following provisions will apply only if you
are located in the countries listed below.
(i) Germany. Notwithstanding anything to the contrary in Section 7, Company is
also not liable for acts of simple negligence (unless they cause injuries to or death
of any person), except when they are caused by a breach of any substantial contractual
obligations (vertragswesentliche Pflichten).
(ii) United Kingdom. A third party who is not a party to the Terms has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of
the Terms, but this does not affect any right or remedy of such third party which
exists or is available apart from that Act.
End of Terms
If you have any questions about these terms, contact us at