These Terms of Service(this “Agreement”)is a legally binding contract by and between VirtuellyInc., a State of Delaware Corporationwith offices in Seattle, WA (“us”, “we”, “our”, or the “Company”) and you as a user of the products and/or services offered by us through the website located at www.virtuelly.com (the “Site”) and the related platform, products, or services, and any content made available therein (the “Content”, together with the Site, the “Services”).

1. AGREEMENT AND UPDATES

By accessing, or otherwise using the Services, you agree to be bound by this Agreement and our Privacy Policy, available at www.virtuelly.com/privacy which is incorporated into this Agreement by reference. In using the Services you thereby agree and represent to us that you are at least 17 years old, and that you will not impersonate any other person or entity or otherwise misrepresent your identity on or through the Services.We may modify the Services or update this Agreement from time to time, in our sole discretion, with or without notice. Continued access, installation, or use of the Services constitutes your agreement to such modifications and to be bound by an updated version of this Agreement.

2. PRIVACY POLICY.

Our Privacy Policy governs our practices collecting, storing, processing, and using potentially personally identifiable information and is integrated into this Agreement by reference.

3. USER ACCOUNTS

In the event the Services require you to register for an account (an “Account”), you are consenting to the collection of such registration information pursuant to our Privacy policy and represent that: (a) any information provided is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) you are registering for an account for yourself or an entity who you are authorized to act on behalf of. You are solely responsible formaintaining the confidentiality of all Account credentials, such as passwords, and any activity that occurs under your Account. You hereby agree to immediately notify us of any suspected unauthorized use of your Account. We are not liable for any loss or damages arising from any authorized use of your Account. We may use third-party login or authentication services, any use of which is subject to the section on Third-Party Services below.

4. PAYMENTS

• Purchases. The Services may allow for the purchase of goods or services. The price paid for Services may not include taxes and fees, you will receive a receipt that details all fees and taxes paid.
  It is your sole responsibility to maintain up-to-date payment information and have sufficient funds to process your payment. In the event of a failed payment, we, in addition to our payment processor, may charge you a fee. We may suspend or terminate your access to the Services in the event of nonpayment.
• Payment Processing. Payments will be processed using third-party payment processors and subject to the section on Third-Party Services below. We are not liable for any payment processing errors, fees, or service-related issues that may arise related to processing payments.

5. PROHIBITED ACTIVITY

hereby agree not to: (a) use language or transmitoffensive or profane material, including profanity, obscenities, sexually explicit material, or excessively violent content; (b)harass or threaten other users with behavior or language such as insults, prejudice,defamation, ridicule, libel, or threats; (c) submit material that violates a third party’s rights, including the rights of privacy, publicity, or intellectual property, or soliciting private information from another user, including account details where applicable; (d) post advertisments; (e) impersonate another person or misrepresent your affiliation with us or others; (f)copy, translate, disassemble, decompile, reverse engingeer, or otherwise modify, replicate, or create derivative works of the Services; (g) access, download, or otherwise use the Services by automated means, including harvesting or scraping; (h) use the Services in any way that violates any applicable law; (i) scrape or otherwise misappropriate the content or materials on our site.

6. INTELLECTUAL PROPERTY AND OWNERSHIP

• Company Content. All content, images, designs, layouts, code, interfaces, compilations, features, elements, technical data or data incidentally created through the use of the Services, and all copyrights, trademarks, service marks, trade names, or other intellectual property or proprietary rights(“Company Content”)is owned by us or our licensors.You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Company Content in whole or in part except as expressly authorized by us, our licensors, or this Agreement. Except for the terms of any license under this Agreement, neither our licensors nor we grant you any express or implied rightsin and to the Company Content, and all such rights are retained and reserved to the fullest extent permitted under law.
• License to Use the Services. Subject to the terms of this Agreement, and your adherence to such terms, we grant you a limited non-transferable, non-exclusive, license to access and use the Services for your personal or internal business purposes. You may not: (a) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (b) modify, make derivative works of, dissassemble, reverse compile or reverse engineer, any part of the Services; (c) access the Services in order to build a similar or competitive service; (d) access the Services using automated means, whether through the use of bots, scrapers, or otherwise, unless permitted by this Agreement. Except as otherwise permitted by this Agreement, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to the Services is subject to the terms of this Agreement.
• User Content. Any content, images, profiles, text, links, articles, software, graphics, video, music, sound, messages, or other materials that you are able to upload, include, specify on, or share in connection with your use of the Services, whether publicly or privately, or that is otherwise collected by or through the Services (“User Content”) is owned by you subject to the extent you would have intellectual property or other proprietary rights associated with it, subject to our Privacy Policy and the license herein.You assume all obligations and risks associated with your User Content, including that: (a) no copyright, trademark, trade secret, publicity, privacy rights, or other intellectual property or proprietary rights are violated by the User Content; (b) you own or have permission to use the User Content; (c) you are fully legally responsible for the User Content; (d) all risk associated with use of the User Content such as, if applicable, the use of your User Content by others on or through the Services; (e) any liability if your User Content violates this Agreement, any third party rights, or any applicable laws; and (f) that any liability arising from the foregoing violates this Agreement and constitutes an improper and unauthorized use of the Services.
• License to Use User Content. In using the Services and thereby entering into this Agreement, you hereby grant, and represent and warrant that you have the right to grant, us an irrevocable, non-exclusive, royalty-free, and fully paid, worldwide license to reproduce, distribute modify, publicly display, perform, prepare derivative works of, incorporate into other works, and otherwise use your User Contentand grant sublicenses of the foregoing, solely for: (a) providing you the Services; and (b) creating and using aggregated and anonymized data for any purpose, such as for performance and use analytics, product development, or marketing purposes. You hereby waive any claims and assertions of moral rights or attribution with respect to your User Content.
• Review of User Content. We do notreview User Content but we reserve the right to do so at any time and for any reason with or without notice. We may modify, restrict, flag,permanently delete, or remove User Content at any time in our sole discretion, including User Content that violates our Acceptable Use Policy or that we otherwise determine to be offensive, illegal, threatening, or that violates the rights of others.

7. DMCA AND COPYRIGHT

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Services infringes their rights under U.S. copyright law.If you believe in good faith that material on the Services infringes your copyright rights, you (or your agent) may send us a notice requesting that such material be removed or access to it blocked. Federal law requires that your notification include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electrionic mail address; (e) a statement that you have a good faith belief that use of the material in the manner notified of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please contact us with the above information so we can process your request.

8. FEEDBACK

If you submit any feedback, comments, suggestions, or support requests on or through the Services (“Feedback”), you thereby assign us all right, title, and interest in and to such Feedback.

9. THIRD-PARTY SERVICES

In the event the Services link to, contain, use, integrate with, or access third-party services (“Third-Party Services”), you hereby acknowledge we do not control or operate nor arewe responsible for the products, services, content, or reliability of any such Third-Party Services. Your relationship with the Third-Party Services is governed by and subject to the applicable agreement between a particular Third-Party Service and you.

10. INDEMNIFICATION

You hereby agree to indemnify and hold us and our affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your: (a) use of the Services; (b) User Content; (c) violation of this Agreement, or (d) violation of any rights of another including but not limited to intellectual property or privacy rights.

11. DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES OR ANY CONTENT THEREIN.

12. LIMITATIONS OF LIABILITY

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, MOBILE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILIUTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

13. ENTIRE AGREEMENT

This Agreement, which includes our Privacy Policy and any other agreement incorporated hereto by reference, forms the entire and exclusive understanding and agreement between you and us. This Agreement supersedes and replaces any and all prior oral or written understandings.

14. TERMINATION

We may terminate your access to and use of the Services and Account at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

15. NOTIFICATIONS

By using the Services you consent to the receiving notices, including this Agreement, in electronic form. Notices may be given via email or by posting to the Services. Any notices provided via email will be deemed given and receivd on the date and time of transmission. In the event we send push notifications, you can opt-out of receiving such notifications in your settings.

16. SEVERABILITY

To the extent any provision of this Agreement is deemed invalid or unenforceable, that provision will be interpretted and enforced to the maximum extent permissible under law to give effect to the original intent of such provisionwith all other provisions will remain in full foce and effect.

17. ADDITIONAL PROVISIONS

A failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. You may not assign this Agreement or delegate any obligations hereto. We may assign rights or delegate duties under this Agreement in connection with a merger, reorganization, redomestication, or the sale of all or substantially all of our assets. This Agreement will bind our successors and permitted assigns.

18. APPLICABLE LAW, FORUM, AND VENUE

This Agreement is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of law provisions. All disputed related to or arising from this Agreement will be subject to the exclusive jurisdiction and benue of the state and federal courts located in King County, Washington, to which jurisdiction and venue both we and you each irrevocably consent.

19. DISPUTE RESOLUTION

We prefer to resolve things amicably when possible; therefore, you agree to the following dispute resolution policy in connection with any potential claims or disputes arising from your use of the Services. Start by notifying us of your dispute by sending a notice to the contact email address listed above.

• Informal Negotiations: Parties to a dispute concerning the Terms, the Privacy Policy, or the use of the Services will attempt to informally negotiate a potential settlement or resolution to the dispute;
• Arbitration: In the event that informal negotiations are unsuccessful, the parties agree to follow the arbitration procedures set forth by the American Arbitration Association (AAA) to resolve the dispute.
• Binding Arbitration: If for any reason arbitration is unsuccessful or unavailable to the parties, parties agree to submit to binding arbitration in the jurisdiction of the State of Washington. Each of us is responsible for paying our own filing, administrative and arbitrator fees. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.