Terms and Conditions
This Agreement ("Agreement") is by and between vSpirits Technologies Ltd. ("Virtual Spirits") and You, Your heirs, agents, successors and assigns ("You"), and sets forth the terms and conditions of Your use of Virtual Spirits website(s), software (“Software”) and services (“Services”) provided by Virtual Spirits and explains Virtual Spirits’ obligations to You and Your obligations to Virtual Spirits in relation to the Software and Services You purchase. This Agreement as well as any additional Virtual Spirits policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Virtual Spirits concerning Your use of Virtual Spirits’ Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Virtual Spirits policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By purchasing Virtual Spirits Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Virtual Spirits may establish from time to time, and any agreements that Virtual Spirits is currently bound by or will be bound by in the future. In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Virtual Spirits, whether or not the transactions were in Your behalf.
1. TERM OF AGREEMENT; MODIFICATIONS. You agree that Virtual Spirits may modify this Agreement and the Services from time to time. You agree to be bound by any changes Virtual Spirits may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Virtual Spirits, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Virtual Spirits will not refund any amounts You have paid. You agree that Virtual Spirits shall not be bound by any representations made by third parties who You may use to purchase Services from Virtual Spirits, and that any statement of a general nature, which may be posted on Virtual Spirits Web site or contained in Virtual Spirits promotional materials, will not bind Virtual Spirits. Virtual Spirits may, at times, offer certain promotions with different charges and features. You agree that You will be responsible for any payments should you choose to discontinue your use of our service without either disabling your Scheduled Payment or notifying Virtual Spirits before your trial expires.
4. ACCOUNT SECURITY. You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the "Account Access Information"). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Virtual Spirits immediately of any unauthorized use of Your account or any other breach of security. You agree Virtual Spirits will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Virtual Spirits or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Virtual Spirits specifically disclaims liability for any activity in Your account, whether authorized by You or not.
5. NO UNLAWFUL CONDUCT OR IMPROPER USE. As a condition of Your use of Virtual Spirits Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Virtual Spirits if, for any reason, Virtual Spirits takes corrective action with respect to Your improper or illegal use of its Services. Virtual Spirits reserves the right at all times to disclose any information as Virtual Spirits deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Virtual Spirits sole discretion. If You have purchased Services, Virtual Spirits has no obligation to monitor Your use of the Services. Virtual Spirits reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Virtual Spirits reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever. Virtual Spirits reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Virtual Spirits or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Virtual Spirits may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels. Except as set forth below, Virtual Spirits may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Virtual Spirits in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. You agree You will not be entitled to a refund of any fees paid to Virtual Spirits if, for any reason, Virtual Spirits takes corrective action with respect to Your improper or illegal use of its Services.
6. INTELLECTUAL PROPERTY. You agree that Virtual Spirits or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software. You understand and agree that all content and materials contained in this Agreement, other policies, the Virtual Spirits Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Virtual Spirits or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Virtual Spirits or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
Attention: If you believe that certain Data in any of the Sites is in violation
of any of the above, please let us know by sending us a detailed email contact
7. USE OF Virtual Spirits SOFTWARE. If You have licensed software from Virtual Spirits, Virtual Spirits grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time. You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code. Virtual Spirits reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Virtual Spirits. The source code and its organization are the exclusive property of Virtual Spirits and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Virtual Spirits. Virtual Spirits provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
8. FEES AND PAYMENT. As consideration for the Software or Services purchased by You and provided to You by Virtual Spirits, You agree to pay Virtual Spirits at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Virtual Spirits expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card, an online check or a personal check. Your Prepaid Services account may be funded by a money order or a personal check under as further described, below. If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the Services unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Virtual Spirits will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with Virtual Spirits, at Virtual Spirits then current rates. If for any reason Virtual Spirits is unable to charge Your Payment Method for the full amount owed Virtual Spirits for the Services provided, or if Virtual Spirits is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Virtual Spirits may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Virtual Spirits is unable to charge Your credit card with the full amount of the Services provided, or if Virtual Spirits is charged back for any fee it previously charged to the credit card You provided, You agree that Virtual Spirits may pursue all available remedies in order to obtain payment. You agree that among the remedies Virtual Spirits may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You or Services registered or renewed on Your behalf. Virtual Spirits reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Manager. You agree that You are solely liable for arranging that Your Services are renewed, and that Virtual Spirits shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.
9. REPRESENTATIONS AND WARRANTIES. You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name. Virtual Spirits expressly reserves the right to deny, cancel or transfer any domain name registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Virtual Spirits, as well as its affiliates, subsidiaries, officers, directors and employees. Virtual Spirits also reserves the right to freeze Your Account during resolution of a dispute.
10. LIMITATION OF LIABILITY . IN NO EVENT SHALL VIRTUAL SPIRITS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF VIRTUAL SPIRITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Virtual Spirits liability is limited to the full extent permitted by law. You agree that in no event shall Virtual Spirits maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Virtual Spirits.
11. DISCLAIMER OF WARRANTIES . Virtual Spirits expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. Virtual Spirits makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Virtual Spirits does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise. Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You.
12. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Virtual Spirits and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Virtual Spirits whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Virtual Spirits or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Virtual Spirits harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Virtual Spirits be notified of a pending law suit, or receive notice of the filing of a law suit, Virtual Spirits may seek a written confirmation from You concerning Your obligation to indemnify Virtual Spirits. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Virtual Spirits shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Virtual Spirits of any such claim promptly in writing and to allow Virtual Spirits to control the proceedings. You agree to cooperate fully with Virtual Spirits during such proceedings. You agree to cooperate fully with Virtual Spirits during such proceedings. You agree You will not be entitled to a refund of any fees paid to Virtual Spirits if, for any reason, Virtual Spirits takes corrective action with respect to Your improper or illegal use of its services. You also agree that if Virtual Spirits is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts account of Yours with Virtual Spirits, that Virtual Spirits, in its sole discretion, may take whatever action Virtual Spirits deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.
14. NOTICES. You agree that all notices (except for notices concerning breach of this Agreement) from Virtual Spirits to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with Virtual Spirits. In either case, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to Virtual Spirits shall be made either by email, sent to the address provided on the Virtual Spirits Web site, or first class mail to Virtual Spirits address at: vSpirits Technologies Ltd. Attn: Legal, 11 Arava Street, POB 4323, Rosh Haayin, Israel.
15. HEADINGS. The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.
16. ENTIRE AGREEMENT. You agree that this Agreement including the policies and agreements it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the complete and only Agreement between You and Virtual Spirits regarding the Services contemplated herein.
17. SEVERABILITY. You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
18. WAIVER. The failure of Virtual Spirits to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Virtual Spirits thereafter to enforce such provisions.
19. FORCE MAJEURE. Virtual Spirits will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Virtual Spirits liable for any of the consequences of such interruptions.
21. SURVIVAL. Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.
22. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Date: January, 01, 2009