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 on virtualspirits.com and virtualspirits.eu platforms and other websites owned and/or operated by Virtual Spirits (the "Website(s)"); 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, and so you should review this page periodically. 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.
Additional, If: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Virtual Spirits collection, processing and use of personal information of any European residents is also subject to our Data Processing Addendum here https://www.virtualspirits.com/dpa.aspx
4. ACCOUNT SECURITY. You agree You are entirely responsible for maintaining the confidentiality of Your customer username/login, password, and credit card number (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. Virtual Spirits cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Virtual Spirits Services or Software, the Virtual Spirits Platform, or any authorized or unauthorized use of your account or Application. 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. Virtual Spirits may, but is under no obligation to, monitor the use of the Virtual Spirits Services to ensure quality, improve Virtual Spirits products and services, or verify your compliance with these Terms. You will not interfere with such monitoring. You agree that you are solely responsible for compliance with Web Accessibility laws; including the Web Accessibility of the site, components on the site, and UI elements of the application. 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. You will use Virtual Spirits Service or Software only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the Service or Software to encourage or promote illegal or dangerous activity. You also will require any end users of your Devices or Applications ("End Users") to comply with any applicable law and these Terms. You will not knowingly enable your End Users to violate applicable law or these Terms.
You will not use Virtual Spirits Service or Software in connection with any Device or Application that is targeted to children under the age of eighteen (18).
You will not use Virtual Spirits Service or Software in connection with providing any adult entertainment oriented or otherwise pornographic services.
You will not perform an action with the intent of introducing to the Website(s), Virtual Spirits Service or Software, or the applications or products of any third party, any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
You will not use the Virtual Spirits Service or Software to access or control any customer accounts, products, devices, or applications in a manner that could cause harm, damage, or loss to any individual, or otherwise harm, defame, abuse, harass, stalk or threaten others or allow or encourage any third party to do so.
You will not use the Virtual Spirits Service or Software in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Virtual Spirits' sole discretion) to Virtual Spirits, its service providers, its suppliers, end users of the Virtual Spirits Platform, End Users, or any individual or entity.
You will not use Virtual Spirits Service or Software in connection with any inherently dangerous objects, devices, materials, or situations, or in furtherance of any activities likely to cause harm to any individual or property.
Except as set forth below, Virtual Spirits may also cancel Your use of the Services, 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. Virtual Spirits reserves the right to investigate any account or Application for compliance with these Terms. Such investigations may include Virtual Spirits accessing and using your account or Application, for example to identify stability or security issues that could affect Virtual Spirits or its customers. You consent to any such investigation. Virtual Spirits may immediately suspend or terminate access to the Website(s), Service or Software by you or your Application without notice if we believe, in our sole discretion, that you are in violation of these Terms or otherwise. 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.
8. USER CONTENT. You confirm you own all rights to any content uploaded or provided by you, or imported, copied or uploaded to Virtual Spirits by you (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, information and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, to the User Content, as necessary to legally access to, import, copy, use, publish, transfer or license such User Content, by you and us or any of our affiliates; the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or
your visitors and users (“End Users”) reside, or for Virtual Spirits and/or your end users to access, import, copy, upload, use or possess in connection with the services; You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto. You acknowledge and accept that Virtual Spirits has the right to use your website/organization name and logo to identify you as a customer of Virtual Spirits Software and Services, on Virtual Spirits’ website, marketing materials and announcements on social media or otherwise. You confirm and warrant you own all rights to provide all Customer Data, including without limitation, End User Data and Account Information, and other information you make available in connection with your use of the Virtual Spirits Service, Software and/or Platform and to grant all rights and licenses under these Terms. Without limiting the foregoing, if you are using the Virtual Spirits Service, Software and/or the Virtual Spirits Platform on behalf of your employer or any third party, you represent and warrant that your employer or such third party has expressly authorized you to make available and use any content, data, or information that you use or make available in connection with your use of the Virtual Spirits Service, Software and/or Platform. You further represent and warrant that your Customer Data (including, without limitation, End User Data and Account Information), Applications, and/or Devices, and any use thereof in connection with the Virtual Spirits Service, Software and/or Platform will not violate the rights of any third party, including but not limited to, intellectual property rights, trade secret rights or other proprietary rights, or rights of privacy, or violate any applicable laws, rules, or regulations.
9. FEES AND PAYMENT. The use of VirtualSpirits products available at our website is free of charge for the first 30 days. After that period if the user wishes to continue using our services he will be requested to make a payment according to currently effective price list. 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. All payments shall be non-cash transactions, conducted electronically by external professional entities. Virtual Spirits expressly reserves the right to modify pricing through email notification and/or notice on its Web site. The user shall be given a 30 day period notice of all changes in the price list. Payment may be made by You by providing either a valid credit card, an online payment via Paypal or a bank wire transfer. 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. 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.
You may provide notice of cancellation for any reason within fourteen (14) days of having first purchased a VirtualSpirits Chatbot software plan (the “Refund” and “Refund Period”). The Refund is applicable only to the initial purchase of VirtualSpirits Chatbot software plan which are monthly or annual paid plans. The Refund is not applicable to any additional purchases, upgrades, modification or renewals of services. If VirtualSpirits receive such notice within such Refund Period, VirtualSpirits will refund to you the amount VirtualSpirits charged you for such chatbot software plan, in currency you were originally charged in, and cancel them accordingly. VirtualSpirits will not be responsible for any differences caused by change of currency exchange rates or fees you were charged by third parties. After the Refund Period, the Fees paid by you are non-refundable and non-cancellable. In addition, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for services actually received and enjoyed, we reserve our right to still charge the User who provided such notice for any services actually received, as permitted by law. Cancellation of a transaction in accordance with the Israel Consumer Protection Regulations (Cancellation of Transaction) 2010 and the Israel Consumer Protection Law 1981.
10. 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.
11. 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 (INCLUDING 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; ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN; ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER ACCESS TO OR USE OF THE SERVICE; ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY; OR OTHERWISE, EVEN IF VIRTUAL SPIRITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, PARTNERS, SUPPLIERS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY USER TO VIRTUAL SPIRITS IN THE PRECEDING 12 MONTHS, OR THE PERIOD OF DURATION OF THIS AGREEMENT BETWEEN VIRTUAL SPIRITS AND USER, WHICHEVER IS SHORTER. 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.
12. 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, or that Virtual Spirits platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Virtual Spirits service, software or platform is downloaded and used at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Virtual Spirits content or Virtual Spirits platform. You are solely responsible for backing up your data and your files, and must not rely on us to store, backup, or make available to you your data or your files, including but not limited to chat logs and other files. 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.
13. 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 an 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.
15. 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, 16 Yonatan Ratosh, suite #46, Rosh Haayin 4840901, Israel.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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, 11, 13, 14, 15, 16, 17, 18, 19, 20 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.
These Terms were last updated on April 19, 2022.