Virgil Security: Online Terms and Conditions



    Virgil Security

    Terms of Use

    Last updated on November 1, 2017
    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.

    These Terms of Use govern our relationship with you when you use 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 that (1) you understand and agree to be bound by these Terms of Use, (2) you are of legal age to form a binding contract with Virgil (and have not been previously barred from using the site, services or software), and (3) you have the authority to enter into these Terms of Use personally or on behalf of the entity you have named as the user, and to bind that entity to these Terms of Use. "You" and its derivatives refer to the individual 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 and conditions. If you don't accept these Terms of Use, you can't use the site, services, or software.

    If you subscribe to the services for a defined period, then the Terms of Use will automatically 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.

    Section 10 of these Terms of Use requires the use of arbitration on an individual basis 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 these Terms of Use.

    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") which will either be listed in these Terms of Use or be presented for acceptance when you sign up to use the supplemental service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such service. The Terms of Use and any applicable Supplemental Terms are, collectively, the "Terms."

    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.

  1. Certain Definitions. The following definitions are vital to understanding this document. Other terms are defined where used below.

    1. "App" means a Virgil Mobile Application that can be downloaded to and used on an end-user mobile device.

    2. "Developer Product" means software or services that you, as a developer, create that incorporate Virgil Software or Services.

    3. "Services" means all the services we provide to developers and end users, and includes all Software.

    4. "Site" means our website located at www.virgilsecurity.com.

    5. "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.

    6. "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 user.

  2. 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.

    1. 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.

    2. 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.

    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.

    4. 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 this restriction.

    5. 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 the Services.

    6. 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 indices;

      (e) access the Services in order to build a similar or competitive website, software or service;

      (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.

    7. 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.

    8. 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.

  3. Registration.

    1. 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.

    2. 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.

    3. 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.

  4. Ownership.

    1. 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, written consent.

      (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.

    2. 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).

    3. 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.

    4. 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.

  5. User Conduct.

    1. 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 you are 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.

    2. 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.

  6. Third-Party Services.

    1. 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.

    2. 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.

  7. Fees and Payment.

    1. 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.

    2. 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 of communication.

    3. 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.

    4. 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 at [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 cancelled Services.

    5. 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.

    6. 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.

    7. 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.

    8. 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.

    9. 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 for the Services, you agree to be bound by Stripe's Privacy Policy: 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.

  8. Indemnification and Liability

    1. 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.

    2. 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 Services.

    3. 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.

    4. User Content. Except for our obligations to protect your personal data as set forth in our privacy policy, Virgil assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any content or personalization settings.

    5. 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.

    6. 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 vendors.

  9. Term and Termination.

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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.

  10. 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 result.

    1. 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 contract disputes 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 (collectively 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 federal law.

      (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 to arbitrate.

    2. 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.

  11. Miscellaneous

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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.

    6. Severability. If any portion of these Terms is held to be unenforceable, the remaining portions will remain in full force and effect.

    7. 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 to."

    8. 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.

    9. 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.

    10. 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.

  12. End of Terms

    If you have any questions about these terms, contact us at [email protected].