TERMS OF SERVICE
Updated: November 5, 2020
THESE TERMS OF SERVICE GOVERN YOUR ACQUISITION AND USE OF VIRAL RUNWAY’S SERVICES. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THESE TERMS WILL THEN APPLY TO YOU FROM THE TIME THAT YOU FIRST ACCESS THE SERVICES (INCLUDING WHERE YOU HAVE SUBSCRIBED VIA A VIRAL RUNWAY PARTNER). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH AN ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. VIRAL RUNWAY RESERVES THE RIGHT TO AMEND THESE TERMS AT ANY TIME, EFFECTIVE UPON THE POSTING OF SUCH MODIFIED TERMS ON THE WEBSITE. VIRAL RUNWAY WILL MAKE EVERY EFFORT TO COMMUNICATE THESE CHANGES TO YOU VIA THE WEBSITE. IT IS LIKELY THAT THE TERMS WILL CHANGE OVER TIME. IT IS YOUR OBLIGATION TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THE MOST RECENT TERMS AVAILABLE ON THE WEBSITE. THEY REPLACE ANY PRIOR AGREEMENT(S) BETWEEN YOU AND VIRAL RUNWAY. WHEN WE CHANGE THESE TERMS, THE “LAST UPDATED” DATE ABOVE WILL BE UPDATED TO REFLECT THE DATE OF THE MOST RECENT VERSION.
“Agreement” or “Terms”
Means these Viral Runway Terms of Service posted on the Website.
Means any entity that directly or indirectly controls, is controlled by, or is under common control with, you (for example, one of your subsidiaries).
Means any information which the disclosing party identifies as confidential or which ought reasonably to be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.
Means any photos, images, videos, graphics, written content, audio files, code, information or data inputted or uploaded by you into the Website processed or made available to you or others as a direct result of your use of the Services and the Website.
“Intellectual Property Right”
Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Subscriber”, “You” and “Your”
Means the person or company that is identified as the Subscriber. This can also be known as the “Account Owner”.
Means the initial period (monthly or annual) for which you agree to subscribe to the Services in accordance with the terms of this Agreement).
2.1 Rights to access and use the Services:
Viral Runway grants you the right to access and use the Services (including authorizing users to access and using the Services) via the Website in accordance with your subscription type. This right is non-exclusive and limited by, and subject to, the terms of this Agreement.
2.2 Third Party Payment Services:
If you have subscribed to the Viral Runway platform, you are responsible for activating, maintaining and deactivating your payments account.
2.3 Our right to make changes to the Services:
Viral Runway may modify the Services from time to time, including by adding or deleting features and functions, as we continually improve our Services and Website and the experience we offer you. However Viral Runway will not make changes to the Services that materially reduce the functionality provided to you during the prepaid period of your subscription
You are solely responsible for your use of the Services and Website and for your Data and for ensuring at all times that your use of the Services and Website and your Data is compliant with applicable laws and regulations. You must only use the Services and Website for your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to you by Viral Runway or posted on the Website.
You must ensure that all usernames and passwords required to access the Services and Website are kept secure and confidential. You must immediately notify Viral Runway of any unauthorized use of your passwords or any other breach of security and Viral Runway will reset your password(s) and you must take all other actions that Viral Runway reasonably deems necessary to maintain or enhance the security of Viral Runway’s computing systems and networks and your access to the Services.
When accessing and using the Services You must not:
i. attempt to undermine the security or integrity of Viral Runway’s computing systems or networks (including the Website) or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
ii. attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
iii. transmit, input or upload to the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); or
iv. attempt to modify copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressly contemplated by these Terms or, where Viral Runway is the recipient, in order to provide the Services to You.
b. Each party’s obligations under this clause will survive termination of these Terms.
b. If You are subject to the territorial scope of the Regulation (EU) 2016/679 (GDPR), you agree that you are a “data controller” and that Viral Runway is a “data processor” (as those terms are defined in the GDPR) and that the terms of the Data Processor Agreement form part of this Agreement.
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Viral Runway (or its licensors).
5.2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Viral Runway Fees when due. You grant Viral Runway a license to use, copy, transmit, store, and back-up your Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of Services to you.
5.3. Backup of Data:
You must maintain copies of all Data inputted or uploaded into the Website. Viral Runway adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Viral Runway expressly excludes liability for any loss of Data.
5.4. Accuracy of Data:
You agree and acknowledge that you are responsible for ensuring the accuracy of Data inputted into the Website by you or by any person on your behalf. Viral Runway is under no obligation to ensure that your Data in the Website is an accurate representation.
a. You represent and warrant that:
i. You have obtained all necessary consents and are otherwise authorized to input or upload the Data that you input or upload to the Website; and
ii. You are similarly authorized to access the processed Data that is made available to you through your use of the Website and the Services, in each case, whether the inputted or uploaded Data is your own or that of anyone else.
6.2 Rights of third parties / access to Data:
a. You acknowledge and agree that Viral Runway has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person that is enforceable against us by any person (including Your Affiliates) other than you. b. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: i. You are responsible for ensuring that you have the right to do so;
ii. In the case of a third person requiring access to your Data, you are responsible for authorizing any such person to access your Data, and you agree that Viral Runway has no obligation to provide any such person with access to your Data without your prior written authorization; and
iii. You will indemnify Viral Runway against any Loss arising out of or in connection with Viral Runway’s refusal to provide such third persons with access to your Data and/or Viral Runway enabling access by such third persons to Your Data where this has been done with your written authorization.
6.3 Acknowledgements and disclaimers:
You acknowledge and agree that Viral Runway gives no warranty about the Services and Website and, without limiting the foregoing:
a. The provision of, access to, and use of, the Services and the Website is on an “as is” basis and at your own risk.
b. Viral Runway does not warrant that the use of the Services or the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service and the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services and the Website. Viral Runway is not in any way responsible for any such interference or prevention of your access or use of the Services.
c. Viral Runway does not warrant that the Services or the Website will meet your requirements or that the Services or the Website will be suitable for any particular purpose.
6.4. No implied warranties:
To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability and fitness for purpose, title and non-infringement.
You indemnify Viral Runway against all Losses that Viral Runway incurs arising out of or in connection with:
a. Your breach of any of these Terms.
7.2 Viral Runway is not responsible:
To the maximum extent permitted by law, Viral Runway will not be liable to you (or any other person) in contract, tort (including negligence), or otherwise, for any losses (whether direct or indirect) arising out of, or in connection with, your use of, or reliance on, the Services or Website or otherwise arising out of or in connection with these Terms.
8.1. Entire agreement:
These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Viral Runway relating to the Services and your access and use of the Website and the other matters dealt with in these Terms.
A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing
If you have any questions about these Terms, please contact us.
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