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END-USER AGREEMENT / TERMS OF SERVICE
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This END-USER AGREEMENT and these TERMS OF SERVICE (hereinafter the “Agreement”) set forth the binding terms and conditions of use of the Virtusica™ suite, by and between |
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Mr. Mário Vadas, Kalinčiakova 9, 831 04 Bratislava, Slovakia. Website operator and Mobile Application developer (hereinafter the “Provider”), on the one part, and any natural person, natural person entering into this agreement on behalf of a business or other legal entity or any legal entity which accepts the terms hereof by means of the accessing websites www.virtusica.com, www.virtusica.pl, www.virtusica.sk and/or any associated mobile application Apple: https://apps.apple.com/us/app/virtusica/id1577933701, Android: https://play.google.com/store/apps/details?id=com.virtusica.virtusica (hereinafter the “Website/App”), dedicated to the Virtusica ™ suite (hereinafter the “User”), on the other part |
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(the Provider and the User being hereinafter collectively referred to as the “Parties” or each individually as a “Party”). |
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PREAMBLE
P.1 WHEREAS the Provider is citizen of Slovak Republic, having created, owning the intellectual property rights to and operating Virtusica™ - digital application and a proprietary suite of software, practices, processes, methodologies, techniques and know-how – as described in www.virtusica.com, www.virtusica.pl, www.virtusica.sk constituting a website based and / or mobile application with aim at self-management, training of self-discipline and cultivation of virtues (hereinafter referred to as the “Software“), P.2 WHEREAS the User make short-term or long-term use of the Software, by means of a license granted by the Provider as well as the Provider’s continuous services by issuing occasional updates and patches of the Software (hereinafter referred to as the “Purpose” or “Arrangement”). P.3 WHEREAS the Provider intends to (i) keep confidential any and all information and data pertaining to the Software of a proprietary nature, as well as its know-how, (ii) provide to the User an opportunity to use the Software for an agreed period of time for consideration, (iii) ensure the protection of User’s and other data subjects’ personal data to the maximum possible extent in accordance with applicable law, especially with regard to personal data of an especially sensitive nature and (iv) achieve indemnity and define the exclusion of its liability in connection with any use of the Software by the User, the Parties hereby undertake, to define the terms of their mutual legal relations with respect to any and all use of the Software, facilitate further communication and cooperation regarding the Arrangement, to conduct their further cooperation in accordance herewith, and to exchange certain information concerning the Software, the Parties or affiliates of the Parties. In consideration of the agreement to exchange certain information, the Parties enter into this Agreement to ensure, without limitation, confidentiality of any information shared, indemnity and limitation of liability of the Provider. In consideration of the license to use the Software, to be granted by the Provider to the User, the Parties enter into this Agreement in order to define the terms of any such license granted; furthermore, the Parties intend to define the nature and content of any services provided by the Provider with respect to the Software. |
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I. TERMS AND DEFINITIONS |
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The terms used herein, in addition to the terms set out above, shall have the meanings as set forth below. Any of the terms defined by the Agreement may be used in their plural and singular forms, whichever is applicable to the context. |
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1.1 ”Confidential Information” shall mean any information that the Provider qualifies as a trade secret by marking electronic documents with the words “Confidential”, as well as any other information, documents, data and files made available or disclosed to the User in any form (including, without limitation, written, verbal, printed, or electronic forms) before or after the acceptance of this Agreement, including information made available by means of Affiliates or proxies such as expert advisors (legal, tax, accounting and otherwise), and pertaining to the following: (i) the Software and/or the Purpose, including but not limited to the existence or status of the Purpose; (ii) the Parties’ data, informational materials, project documentation, documents and/or any other information, in any form of capture, e.g. any information about prices, rights and obligations of the Parties, information about orders and customers, economic results, financial, statistical and accounting information, information about technical and software equipment, know-how, business strategies and business plans and/or any other information such as legal, strategic, personal, technical, financial, economic, business, structural, operational, administrative, marketing and organizational information, etc. regardless of the form they were provided in, and (iii) any and all analytical findings, reports, forecasts, R&D data and other documents drafted by the Provider or Representatives thereof, which contain or otherwise refer to any of the aforementioned. Any information derived from or based on the Confidential Information in any form (including any of the files and records produced by the User or on behalf thereof) shall be considered Confidential Information. The term “Confidential Information” shall not apply to any information or data that (i) was in or came into the public domain through no fault of either Party or Representatives thereof; (ii) was in the possession of the receiving Party or Representatives thereof before disclosure by the disclosing Party, provided that the receiving Party was not aware that the disclosed information might have been subject to confidentiality; (iii) became available to the receiving Party or Representatives thereof on a non-confidential basis from a third party other than the other Party or Representatives thereof, provided that the receiving Party was not aware that such a third party was bound by a confidentiality agreement with the other Party or otherwise; (iv) was independently acquired or developed by the receiving Party or Representatives thereof; or (v) has been designated as non-confidential by the disclosing Party. |
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1.2 “Representatives”, when applicable to relevant individuals or businesses, shall mean executives, officials, partners, employees, agents, lawyers, accountants, auditors, consultants and/or Affiliates of said individuals or businesses. |
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1.3 “Affiliates”, when applicable to either Party, shall mean any entities that belong to the same group of entities as a Party hereto, or entities that a Party directly or indirectly controls, or is controlled by, where “control” shall mean ownership of more than 20% of the voting rights or other equity interest or mechanism of control in the governing body. 1.4 “Effective Date” shall mean the date on which the User accepted the terms of this Agreement by means of the Website/App, which is the starting and effective date of this Agreement. 1.5 “Term” shall mean the period of time as of the Effective Date and commencement of the Arrangement, during which and only during which the User shall have access to the use of the Software, as specified on the Website/App. 1.6 “License” shall mean the terms and conditions of use of the Software by the User, mainly but not exclusively detailed by Article III of the Agreement. |
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1.7 The term “entity” used herein shall have a general meaning to cover mass media, any organization, company, corporation, association, partnership, group or individual/business.
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II. CONFIDENTIALITY |
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2.1 Non-disclosure Obligations. The Parties hereby promise and agree that any Confidential Information disclosed to them or their Representatives thereof by the other Party or on its behalf, as of the date of this Agreement or in the future, shall be used solely for the Purpose and that Confidential Information shall be held in confidence by both Parties and Representatives thereof, regardless of their decision to implement the Purpose or not; on the understanding that (i) each Party may only disclose said information to third parties that do not fall under the definition of Representatives or Affiliates, upon prior written approval of the relevant disclosing Party; (ii) the Parties may disclose said information to their Representatives who require it in order to prepare recommendations for the User to make informed decisions on the Purpose and further cooperation, provided that the Representatives make commitments similar hereto in writing to keep any disclosed information strictly confidential; (iii) the Parties may disclose said information in other cases as required by law or applicable stock exchange rules and regulations; (iv) the User may independently use any results generated by the Software for their own purposes in the field of self-management, training of self-discipline and cultivation of virtues. Each Party is fully responsible for the breach of any provisions hereof by any of its Representatives, and shall take reasonable measures to prevent unauthorized disclosure of the Confidential Information by the Party or Representatives thereof. Whenever either Party receives Confidential Information, it shall comply with the measures stipulated by any current legislation on the protection of its confidentiality and secrecy, at least to the same extent as it undertakes with respect to its own trade secrets and proprietary information. |
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2.2 Notices. The Parties shall not contact any third parties not involved in the Purpose for any matters concerning the Purpose or any Confidential Information, with the exception of expert legal and other expert advisors bound by obligations of confidentiality equivalent to those under this Agreement, unless previously authorized to engage in such contact by the relevant disclosing Party. |
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2.3 Contacts and Publications. Except as otherwise required by law or applicable stock exchange rules and regulations, the User hereby agrees and undertakes not to authorize any entities to make any statements in respect of the Purpose, disclose information about the Purpose or Arrangement or provide assistance to such entities in this respect, without the prior written consent of the Provider. |
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2.4 Reports. The User shall report to the Provider any actual or suspected violation of the provisions set forth in this Agreement and provide appropriate assistance to minimize the damage caused by said violation(s). |
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2.5 Compelled Disclosures. In the event that a Party or Representatives thereof are requested or ordered by a competent authority to provide any Confidential Information (as required by the existing laws, orders, rules of procedures, in case of interrogation, request of information or documents as part of legal or civil proceedings, in response to a subpoena, or other similar actions, or stock exchange rules and regulations), that Party shall promptly notify the other Party of any said request or order in writing in order to enable the other Party to seek an appropriate remedy for protection of the Confidential Information and take all reasonable measures required to maintain the secrecy of the Confidential Information, including the disputing of requests or orders received. |
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In the event that such protection against disclosure, including remedies, protective orders or other protection, is not obtained, or the disclosing Party waives the right to dispute the request or order or protect the Confidential Information otherwise, and the receiving Party or Representatives thereof, by operation of law or pursuant to the opinion and recommendations of their lawyer, are compelled to disclose the Confidential Information, the receiving Party shall disclose the Confidential Information without accepting liability hereunder, but only as and to the extent necessary to legally comply with such compelled disclosure and recommendations of their lawyer, provided that the receiving Party takes all reasonable measures to ensure further secrecy of the Confidential Information in compliance with the written instructions of the disclosing Party. |
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2.6 Return and Erasure of Confidential Information. All Confidential Information disclosed hereunder shall be and remain the property of the disclosing Party and shall be returned to the disclosing Party at any time after the expiration of the Term, as requested. Nothing in this Agreement shall be construed as granting either Party any license or any right to use the Confidential Information provided by the other Party for purposes other than the Purpose. At any time upon written request of the disclosing Party and at its sole discretion, once the Term has expired, the receiving Party shall immediately return to the disclosing Party all Confidential Information in its initial form (including hard copies, digital copies, data on magnetic media, etc.), that was in their possession and disclosed for the purpose of this Agreement, within ten (10) days of receipt of the relevant request by the disclosing Party or the receiving Party shall immediately destroy, delete or render unusable all Confidential Information in any of its forms. Each Party as the receiving Party agrees that all documents and files, as well as all copies thereof, whether magnetic, printed, audio, video or reproduced otherwise, including archive copies in electronic mail and on hard disks and any other records which are in the possession of its Representatives and reproduced by it or Representatives thereof shall be destroyed. |
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2.7 Indemnities. Whereas the Provider has made all reasonable endeavors to provide the User with all necessary information, the User hereby understands and agrees that neither the Provider nor Representatives thereof make any warranties or representations, express or implied, regarding the accuracy or completeness of the Confidential Information or any parts thereof, or the useful nature and security of The Software. The User acknowledges that neither the Provider nor any Representatives or Affiliates thereof shall have any liability to the User or Representatives thereof in respect of or resulting from any use of the Confidential Information or wrongful details and omissions contained therein, and/or in respect of or resulting from any use of The Software, potential data leaks, security breaches and other accidental failures resulting from the use of The Software. 2.8 No Partnership. None of the terms of the Agreement may be construed to the effect that any form of permanent partnership, joint venture, common control, relationship of employer and employee, a principal-agent, partnership or other intrinsic/permanent cooperation is to be created or maintained by and between the Parties. 2.9 Specific Performance. The Parties hereto acknowledge that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement and the non-breaching Party shall be entitled to the granting of equitable relief, including specific performance, as a remedy for any such breach available in accordance with applicable law. |
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2.10Termination. The confidentiality obligations contained herein and this Agreement shall be valid for the period of ten (10) years following the Effective Date. |
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III. TERMS OF SERVICE 3.1 User’s Representations. The User hereby confirms and represents that it has familiarized itself with any and all aspects of the Software that may be relevant to its usage under the Arrangement by the User. The User further confirms and represents that its use of the Software for the Purpose shall not lead to a breach of any applicable laws or regulations, in the country of their domicile or with respect to any legislation applicable in the Slovak Republic. 3.2 LICENSE AGREEMENT. The Provider hereby grants to the User a time-limited renewable License to use the Software, in the form of mobile and/or web-based applications, ready-to-use installation bundles and installed modules, for consideration and for a period of time as described in the relevant order made by the User. 3.2.1 The User shall have access to the Software by means of a web-based application, pre-installed suite or mobile (smartphone) application, as made available by the Provider. 3.2.2 The User may use the Software worldwide, whereas personal data protection obligations with respect to third countries shall remain unaffected. Any time limitations on the License shall be governed by the relevant order made by the User. 3.2.3 Any License to use the Software shall be granted as non-exclusive and non-transferrable. Any license granted hereunder shall specifically exclude access to the Software’s source code or underlying technical documentation, as well as any rights to decompilation or modification of the Software. 3.2.4 EXCLUSIONS. The Software is provided to the User “as is”, without the right to modify, reverse-engineer or tamper with any part(s) or feature(s) thereof; any liability on part of the Provider shall be specifically excluded in case of violation of these license terms. The User further undertakes to refrain from copying, selling, renting, licensing, distributing, marketing, hosting and otherwise exploiting the Software or any of its parts commercially or in any other manner unrelated to the Purpose, reverse-engineering, decompiling, disassembling, adapting, modifying, decrypting or reproducing the Software or any of its parts. 3.2.5 WARRANTY DISCLAIMER. THE PROVIDER, HIS AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, THE PROVIDER DOES NOT WARRANT THAT USER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT HE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT HE WILL PRESERVE OR MAINTAIN USER DATA WITHOUT LOSS. THE USER UNDERSTANDS THAT USE OF THE SOFTWARE INVOLVES TRANSMISSION OF CERTAIN DATA OVER NETWORKS OUTSIDE CONTROL OF THE PROVIDER, THE PROVIDER IS NOT RESPONSIBLE FOR ANY OF USER DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. THE PROVIDER CANNOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF APPLICABLE, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. 3.2.6 EXCLUSION OF LIABILITY. The Software is provided to the User “as available”; any liability of the Provider for service outages, local unavailability on part of the User and for other technical reasons, as well as the Provider’s liability for loss of data lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance shall be specifically limited to the maximum of sum of a full refund of any fees and charges accepted by the Provider from the individual User hereunder. Any liability of the Provider based on any local use of the Software, disconnected from the Provider’s services shall be specifically excluded. 3.2.7 INDEMNITY. The User hereby agrees to defend, indemnify and keep indemnified the Provider and its Affiliates and Representatives against any claim or alleged claims, liabilities, losses, damages and all costs (including legal fees), directly or indirectly attributable to the User’s violation of the Agreement or applicable law, and/or misuse of the Software. 3.2.8 Except as defined on the Website/App, refunds for no use or limited use of the License or Provider’s services under par. 3 3 below, shall be specifically excluded. 3.3 Principles of Cooperation. Unless the Parties agree otherwise in writing, the Provider shall make the Software available to the User under the Arrangement and allow the User to make use of the Software in the following manner: 3.3.2 The Software shall accumulate and send to the Provider certain personal data logged by the User (username, e-mail address) which will be processed solely according to the data protection rules specified in Privacy Policy of the Provider. For more information consult Privacy Policy at www.virtusica.com/privacypolicy.html. 3.3.3 Any personal data regarding to payment of any fees will NOT be stored or logged by the Provider. Online payments for application subscription will only be processed according to binding rules of payment gateway and application store providers (Google Play, Appstore).
3.3.4 The User will be allowed to share certain data with friends, relatives or any chosen third-party. These include reaching goals, in-application progress and fulfillment of tasks specified by the Software (hereinafter “the Achievements”). The sharing feature will be enabled by the Software and subject to system settings of the User's electronic device (i. e. smartphone other portable device or computer device) and other third-party applications installed on such device. The user is required to observe and accept privacy policies and terms of use of such third-party applications in case of each such third-party application separately and upon own discretion. User’s receipt or use of any third-party products or services (and the third parties’ use of any of User’s Data) is subject to a separate agreement between the User and the third party provider. This may include transmitting, transferring, modifying or deleting User’s Data, or storing User’s Data on systems belonging to the third party providers or other third parties. The Provider is not responsible for any access to or use of User’s data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. THE PROVIDER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS. 3.3.5 The Software will enable the User to log and save their progress, comments, impressions, observations, successes, and failures of reaching self-discipline goals and Achievements in form of User's in-application diary during the process of reaching of specific self-management and self-discipline goals set forth by the Software. These data will NOT be collected, shared, monitored, reviewed, or otherwise processed by the Provider and keeping the diary logs is completely voluntary. No amount of data logged or stored by the User will be used for commercial or marketing purposes. The Provider is not allowed to modify or remove the content submitted by the User unless such content violates law if it’s found abusive or violates the terms. For more information consult Privacy Policy at www.virtusica.com/privacypolicy.html. 3.3.6 The services provided by the Provider or its Affiliates under the Arrangement shall be provided for consideration, for a pre-paid fee as specified on the Website/App or relevant content provider application store (Google Play, Appstore) and shall be governed by the relevant content provider terms and conditions for online payments; the User may use any means of payment listed on the Website/App. 3.3.7 The Parties agree that the Provider shall be in no way obligated to provide its services under the Arrangement and may at its own discretion decide to discontinue and terminate the Arrangement without prejudice. Provider reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Website/App, as well as any aspect pertaining to the use of the Website/App. Refunds will be provided according to the relevant provisions of terms and conditions for online payments of relevant content provider application store (Google Play, Appstore). Any fees paid for services and outputs actually provided, as well as pre-paid services, shall be non-refundable unless otherwise provided for by the Agreement or relevant provisions of terms and conditions for online payments of relevant content provider application store (Google Play, Appstore) 3.3.8 By creating an account on the Services, the User is responsible for maintaining the security of their account and is fully responsible for all activities that occur under the account and any other actions taken in connection with it. The Provider may, but have no obligation to, monitor and review new accounts before the User may sign in and start using the Software. Providing false contact information of any kind may result in the termination of the User’s account. The User must immediately notify of any unauthorized uses of User‘s account or any other breaches of security. The Provider will not be liable for any acts or omissions by User, including any damages of any kind incurred as a result of such acts or omissions. The Provider may suspend, disable, or delete User‘s account (or any part thereof) if the Provider determines that the User has violated any provision of this Agreement or that User‘s conduct or content would tend to damage the reputation and goodwill of the Provider. If the Provider deletes the account for the foregoing reasons, the User may not re-register on Website/App. The Provider may block User‘s email address and Internet protocol address to prevent further registration. 3.3.9 Prohibited use. The User is prohibited to use the Software (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Services, third party products and services, or the Internet. 3.3.10 Discounts. Any discounts are subject to terms specifically listed on the Website/App. 3.3.11 Independent Use of Data. The Provider reserves the right, as a means of further developing the Software and its algorithms, to use data acquired by means of the Software purged of personal data for the purposes of software development and machine learning. 3.3.12 Analytics Tools. The Provider may use its own or third party analytics tools to collect information concerning the User’s use of the Software, including non-anonymous telemetry; such information shall at all times exclude personal data. The information collected may contain the following, without limitation: device unique identity and device identifiers and settings, carrier, operating system, localization information, date and time spent using the Software, usage metrics and statistics, feature usage, consent and advertising conversion rates, event type, purchase history and other similar information. 3.3.13 Affiliate Links. Although the Software may link to other resources (such as websites, mobile applications, etc.), the Provider is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Some of the links on the Website/App may be “affiliate links”. This means if you click on the link and purchase an item, the Provider will receive an affiliate commission. The Provider is not responsible for examining or evaluating, and does not warrant the offerings of, any businesses or individuals or the content of their resources. The Provider does not assume any responsibility or liability for the actions, products, services, and content of any other third parties. The User should carefully review the legal statements and other conditions of use of any resource which they access through a link on the Website/App. 3.4 Personal Data Protection. To learn more about the use of their Personal Data, Users may refer to the privacy policy of this Website/App. Please refer to www.virtusica.com/privacypolicy.html.
IV. MISCELLANEOUS AND CLOSING PROVISIONS |
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4.1 Termination. This Agreement is effective as of the Effective Date and expire on the date of expiration or termination of all manner of usage of Software by the User. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). 4.2 Effects of Termination. Upon any expiration or termination of this Agreement the User must cease using the Software and delete all Confidential Information or other materials of the Provider in possession of the User, including on any third-party systems operated on User’s behalf. The User will not have access to User’s Data after expiration or termination of this Agreement. The User is advised to export User data upon own discretion. Refunds will be processed under the terms and conditions and according to binding rules of payment gateway and application store providers (Google Play, Appstore) 4.3 Survival. Provisions concerning Restrictions, Indemnity, Third-Party interoperation, Payments, IP rights, Confidentiality, Termination, Warranty Disclaimer, Limitations of Liability, Dispute Resolution and General Provisions including Applicable Law will survive any termination or expiration of these Terms. 4.4 Dispute Resolution. This Agreement shall be governed and construed under the legislation of the Slovak Republic. Any dispute, controversy or claim which may arise out of or in connection with the present Agreement, or the execution, breach, termination or invalidity thereof, shall be settled primarily by means of mutual negotiation of the Parties, and failing to achieve a resolution by means of negotiation, by the competent courts of the Slovak Republic. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Slovakia, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. |
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4.5 Assignment. This Agreement shall inure to the benefit of the Parties and their respective successors (including heirs, executors, administrators, successors, and permitted assigns). Neither Party shall be entitled to assign its rights and obligations hereunder to any third parties without the prior written consent of the other Party, with the exception that the Provider may assign his rights and obligations under these Terms, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which these Terms relate. 4.6 Indemnity. The User agrees to indemnify, defend and hold the Provider and its Representatives, employees, agents, officers, and directors harmless against any and all claims, costs, suits, and damages, including legal fees arising out of the performance of this Agreement or in connection with the use of the Software and any services provided by the Provider, its Affiliates and/or its employees, agents, officers, and directors under the Arrangement, including claims, damages, and liabilities for injuries suffered, or occurrences of death or property damage, however excluding any claims or liabilities arising out of willful misconduct of the Provider and/or its Affiliates that may arise in connection with the Arrangement. 4.7 Limitation of Liability. Except as otherwise expressly set forth in this Agreement, the Provider makes no representations and extends no warranties of any kind, either express or implied, including, but not limited to, warranty of merchantability, fitness for a particular purpose, and validity of the services and resulting deliverables rendered under the Arrangement. Except as otherwise expressly set forth in this Agreement, neither Party shall be liable to the other for monetary damages for any losses, including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity or liabilities arising from any act or omission taken or omitted hereunder to the extent such act or omission was taken in good faith and was not attributable to such Party’s material breach of this Agreement, and/or did not constitute fraud, willful misconduct, or recklessness. Notwithstanding any other provision herein, in no event shall the Provider have any liability for any lost profits or consequential, punitive, special or indirect damages in connection with the performance or nonperformance of this Agreement and/or provision of services under the Arrangement (whether resulting from negligence or otherwise).
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4.8 Force Majeure. The Provider will NOT be liable to the User for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of the Provider, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
4.9 Language. The present Agreement is executed in the English language. |
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4.10 Headings. The headings of the sections contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement. |
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4.11 Notices. All notices, requests, demands, claims and other communications between the Parties under this Agreement shall be in writing. Any notices, requests, demands, claims and other correspondence between the Parties under this Agreement shall be delivered by pre-paid registered mail (with return receipt requested), courier service or personally (against receipt) to authorized addressees. |
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Either Party may send a notice, request, demand, claim or any other document under this Agreement to a relevant addressee by facsimile or electronic mail and the said correspondence shall be deemed to have been given and received when confirmed or replied to by the designated addressee. Neither Party shall refuse delivery of any notice hereunder or acknowledgement of receipt. Without prejudice to other arrangements, the Provider’s following e-mail address shall be considered valid for the purposes of delivery under the Agreement: contact@virtusica.com; without prejudice to other arrangements, the User’s e-mail address entered for registration purposes on the Website/App shall be considered valid for the purposes of delivery under the Agreement. |
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4.12 Representations and Warranties. Each Party represents and warrants that (i) it has the right and authority to enter into this Agreement; (ii) it has obtained and shall maintain all authorizations, consents, approvals and licenses as necessary to enter into and perform its obligations hereunder; and (iii) this Agreement is made and shall be performed in full compliance with all contractual commitments and applicable laws. No delay or failure, intended or incidental, by either Party in exercising any right herein and no partial exercise thereof resulting from the other Party’s violation of its obligations, warranties and/or representations hereunder shall operate or be construed as a waiver thereof and shall not preclude or impair further exercise of such right or remedy or other rights that such Party may or could have due to the above-said or any other violation of this Agreement by the other Party. All rights and remedies of the Parties under this Agreement may be exercised from time to time and as often as may be deemed expedient. 4.13Amendments. The Provider reserves the right to modify this Agreement or its terms related to the Software at any time at his discretion. When he does, the Provider will revise the updated date at the bottom of this page, post a notification within the Webpage/App. An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. The User‘s continued use of the Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute the User‘s consent to those changes.
4.14Versions. The Provider reserves the right to modify or amend this Agreement unilaterally, whereas the last and latest version accepted by the User shall be considered binding by and between the Parties; the provider reserves the right not to extend the User’s subscription (the Term) and/or discontinue its services in case of refusal on part of the User to accept an updated version hereof, especially where the security of data, privacy and/or compliance with applicable law is concerned. |
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4.15 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings of the Parties with respect hereto. No action of the Provider, other than the express or written waiver or amendment, may be construed as a waiver or amendment of these Terms. |
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4.16 Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law, or so held by applicable court decision, such enforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and in such event such provision shall be changed and interpreted so as to best accomplish the objectives of such provision. 4.17 Execution. The User represents that it has familiarized itself with the entire contents of this Agreement and agrees to be bound by its terms in its entirety, by appropriate and unequivocal means on the Provider’s Website/App. By accessing and using the Software, the User acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. The User acknowledges that this Agreement is a contract between the User and the Provider, even though it is electronic and is not physically signed by the User, and it governs the use of the Software
Contacting us
If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the details below:
Email contact: contact@virtusica.com Address: Mário Vadás Kalinčiakova 9 831 04 Bratislava Slovakia
This document was last updated on November 30, 2021
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