VirtuClock - Terms and Conditions of Use
Februrary 09, 2014
1. Your relationship with VirtuTools and Usage of virtuclock.com website
1.1 By using the virtuclock website ("Services"), you are agreeing to be bound by the following terms and conditions ("Terms of Service").
VirtuTools, LLC ("Company") reserves the right to update and change these Terms of Service without notices
Violation of any of the terms below may result in the termination of your account.
1.2 Your use of VirtuTools products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by VirtuTools under a separate written agreement) is subject to the terms of a legal agreement between you and VirtuTools. “VirtuTools” means VirtuTools LLC., . This document explains the terms of usageage of the virtuclock.com website or any services performed as a result of a customization or work related to maintenance of user data associated with the services.
1.3 Unless otherwise agreed in writing with VirtuTools, your agreement with VirtuTools will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “General Terms”. Any other software licenses with VirtuTools constitute separate written agreements.
You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have their own logins under your account).
The Company is not to be held responsible for any data retention, data loss or business damages, losses or other problems that may occur as a result of use of the services.
1.4 Your agreement with VirtuTools will also include the terms of any Legal Notices applicable to the Services, in addition to the Global Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.5 The Global Terms, together with the Additional Terms, form a legally binding agreement between you and VirtuTools in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.6 The Additional Terms shall take precedence in relation to that Service if there are any contradiction between what the Additional Terms say and what the Global Terms say
2. Acceptance of Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by VirtuTools in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that VirtuTools will treat your use of the Services as acceptance of the Terms from that point onwards.
(C) by creating an account on the virtuclock.com website.
(D) by purchasing an item on the virtuclock.com website.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with VirtuTools, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
You may not use the Service for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
Your login may only be used by one person – a single login shared by multiple people is not permitted. Account settings altered as a result of more than one person with access to the account are not the resposibility of the Services.
You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
The Service is offered with a free trial. Once that trial is up, you will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made.
For any upgrade or downgrade in plan level, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
Downgrading your Service may cause the loss of features or capacity of your account. The Company does not accept any liability for such loss.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
2.4 Before you continue, you should print off or save a local copy of the Global Terms for your records.
3. Language of the Terms
3.1 Where VirtuTools has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with VirtuTools.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by VirtuTools
4.1 VirtuTools may one day have subsidiaries and affiliated legal entities around the world (Subsidiaries and Affiliates). These companies may provide the Services to you on behalf of VirtuTools itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 VirtuTools is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which VirtuTools provides may change from time to time without prior notice to you.
4.3 VirtuTools reserves the right to stop service at any time for any reason.
4.4 You acknowledge and agree that if VirtuTools disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 If you should decide to no longer use the Services, VirtuTools may or may not delete any data associated with your account including all data entered by you. A request to delete your account may not be honored.
4.6 Any photos, images or other data submitted by you to VirtuTools either through the website or by any other means is the sole property of VirtuTools and VirtuTools shall be the sole copyright owner any of the information or materials.
5. Use of the Services by you
5.1 In order to access certain Services, you will be required to provide information about yourself as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to VirtuTools will always be accurate, correct and up to date.
5.2 You agree to pay for the Services at the rate and timing as agreed upon between you and VirtuTools.
5.3 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.4 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by VirtuTools, unless you have been specifically allowed to do so in a separate agreement with VirtuTools. You specifically agree not to access (or attempt to access) any of the Services through any automated means and shall ensure that you comply with the instructions set out in any file present on the Services.
5.5 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.6 Unless you have been specifically permitted to do so in a separate agreement with VirtuTools, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.7 You agree that you are solely responsible for (and that VirtuTools has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which VirtuTools may suffer) of any such breach.
5.8 Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
5.9 Technical support is only provided via email.
5.9.1 You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
5.9.2 You must not modify, adapt or hack the Service.
5.9.3 You must not modify another website so as to falsely imply that it is associated with the Service or the Company.
5.9.4 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
5.9.5 We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.
5.9.6 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
5.9.7 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
5.9.8 We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other Service customers. Of course, we'll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.
5.9.9 The Company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
5.10 You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
5.10.1 The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superceding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
5.10.2 Questions about the Terms of Service should be sent to firstname.lastname@example.org
6. Your passwords and account security
6.1 You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. You agree and accept this responsibility.
6.2 Accordingly, you agree that you will be solely responsible to VirtuTools for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify VirtuTools immediately at support@VirtuTools.com.
7.1 You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You may cancel your account by submitting a formal request through the website contact form with the subject 'Cancel'. The current month's fees are due at the regularyl scheduled interval.
7.2 As part of this continuing innovation, you acknowledge and agree that VirtuTools may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at VirtuTools's sole discretion, without prior notice to you.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the ”Content”.
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to VirtuTools (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by VirtuTools or by the owners of that Content, in a separate agreement.
8.3 VirtuTools reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that VirtuTools has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which VirtuTools may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that VirtuTools (or VirtuTools's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by VirtuTools and that you shall not disclose such information without VirtuTools's prior written consent.
9.2 All content posted on the Service is must comply with U.S. copyright law.
9.3 We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours.
9.4 The Company does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
9.5 Unless you have agreed otherwise in writing with VirtuTools, nothing in the Terms gives you a right to use any of VirtuTools's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.6 Other than the limited license set forth in Section 11, VirtuTools acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with VirtuTools, you agree that you are responsible for protecting and enforcing those rights and that VirtuTools has no obligation to do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by VirtuTools, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. Software and website service updates and maintenance
12.1 The Services may periodically change and update as new features or services are changed modified or upgraded. You understand that you may be required to read any notices or learn new methods of using the services.
11. License from VirtuTools
11.1 VirtuTools gives you a non-exclusive license to use the software provided to you by VirtuTools as part of the Services as provided to you by VirtuTools (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by VirtuTools, in the manner permitted by the Terms.
11.2 Unless VirtuTools has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software
11.3 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by VirtuTools, in writing.
11.4 VirtuTools may at any time, terminate its legal agreement with you for any reason and without notice.
11.5 Nothing in this Section shall affect VirtuTools's rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and VirtuTools have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT VirtuTools'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.3 IN PARTICULAR, VirtuTools, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VirtuTools OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 VirtuTools FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT VirtuTools, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH VirtuTools MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE VirtuTools WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON VirtuTools'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT VirtuTools HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is VirtuTools's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
16.2 VirtuTools operates a trade mark complaints procedure in respect of VirtuTools's advertising business.
17.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
17.2 The manner, mode and extent of advertising by VirtuTools on the Services are subject to change without specific notice to you.
17.3 In consideration for VirtuTools granting you access to and use of the Services, you agree that VirtuTools may place such advertising on the Services.
18. Other content
18.1 The Services may include hyperlinks to other web sites or content or resources. VirtuTools may have no control over any web sites or resources which are provided by companies or persons other than VirtuTools.
18.2 You acknowledge and agree that VirtuTools is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
18.3 You acknowledge and agree that VirtuTools is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
19. Changes to the Terms
19.1 You understand and agree that if you use the Services after the date on which the Global Terms or Additional Terms have changed, VirtuTools will treat your use as acceptance of the updated Global Terms or Additional Terms.
20. General legal terms
20.1 If when you use the Services, you (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and VirtuTools and govern your use of the Services (but excluding any services which VirtuTools may provide to you under a separate written agreement), and completely replace any prior agreements between you and VirtuTools in relation to the Services.
20.3 You agree that VirtuTools may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
20.4 You agree that if VirtuTools does not exercise or enforce any legal right or remedy which is contained in the Terms (or which VirtuTools has the benefit of under any applicable law), this will not be taken to be a formal waiver of VirtuTools's rights and that those rights or remedies will still be available to VirtuTools.
20.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies of which VirtuTools is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
20.7 The Terms, and your relationship with VirtuTools under the Terms, shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions. You and VirtuTools agree to submit to the exclusive jurisdiction of the courts located within the county of Orange, Florida to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that VirtuTools shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Copyright © 2014 VirtuTools LLC., 10460 Henbury St, Fl, 32832, U.S.A. All rights reserved.
Any rights not expressly granted herein are reserved.