Virtuans.ai

Terms of Service

1. INTRODUCTION

These Terms and Conditions ("Agreement") govern your access to and use of the AI Sales Rep software as a service ("Service") provided by Virtuans AI ("Company," "we," "our," or "us"), a Delaware corporation. By accessing or using the Service, you agree to be bound by this Agreement. If you disagree with any part of the terms, you may not access or use the Service.

2. DEFINITIONS

2.1. "Customer" refers to you, the individual or entity accessing or using the Service.

2.2. "Customer Data" means all information, data, and materials provided by Customer to Company in connection with the Service.

2.3. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. SERVICE DESCRIPTION

3.1. The AI Sales Rep is a software-as-a-service solution designed to assist with sales processes and customer interactions.

3.2. Company reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice.

4. ACCESS AND USE OF THE SERVICE

4.1. Subject to these Terms, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Customer's internal business purposes.

4.2. Customer shall not:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service.
  • Modify, translate, or create derivative works based on the Service.
  • Use the Service for any illegal or unauthorized purpose.
  • Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
  • Attempt to gain unauthorized access to the Service or its related systems or networks.

5. CUSTOMER RESPONSIBILITIES

5.1. Customer is solely responsible for all Customer Data and for complying with all applicable laws and regulations in its use of the Service.

5.2. Customer represents and warrants that it has the necessary rights and permissions to provide Customer Data to Company and to grant the rights granted herein.

6. FEES AND PAYMENT

6.1. Customer agrees to pay Company the fees set forth in the Order Form or as otherwise agreed upon ("Fees").

6.2. Unless otherwise specified, all Fees are quoted in U.S. dollars and are non-refundable.

7. PROPRIETARY RIGHTS

7.1. Company retains all right, title, and interest in and to the Service, including all related Intellectual Property Rights.

7.2. Customer retains all right, title, and interest in and to the Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Customer Data solely to the extent necessary to provide the Service.

8. CONFIDENTIALITY

8.1. Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Service ("Confidential Information").

8.2. Neither party shall use or disclose the other party's Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.

9. DATA PRIVACY AND SECURITY

9.1. Company will implement reasonable and appropriate measures designed to secure Customer Data against accidental or unlawful loss, access, or disclosure.

9.2. Company's Privacy Policy governs the collection, use, and disclosure of Customer's personal information in connection with the Service.

10. WARRANTIES AND DISCLAIMERS

10.1. Company warrants that the Service will perform materially in accordance with its documentation under normal use.

10.2. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM CUSTOMER'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE.

12. INDEMNIFICATION

12.1. Customer agrees to indemnify, defend, and hold harmless Company from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with Customer's access to or use of the Service, Customer's violation of these Terms, or Customer's violation of any third-party right.

13. TERM AND TERMINATION

13.1. This Agreement shall commence on the date Customer first accesses the Service and continue until terminated as set forth herein.

13.2. Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.

14. GOVERNING LAW AND JURISDICTION

14.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

14.2. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Delaware, and the parties hereby consent to personal jurisdiction and venue therein.

15. MISCELLANEOUS

15.1. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and Company, whether written or verbal, regarding the subject matter hereof.

15.2. No modification or amendment to this Agreement shall be binding upon Company unless in a written instrument signed by a duly authorized representative of Company.

15.3. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15.4. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may assign this Agreement in whole or in part at any time without Customer's consent.

15.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

By using the AI Sales Rep Service, you acknowledge that you have read these Terms and Conditions, understand them, and agree to be bound by them.

Last updated: 12th October 2024