Terms of Use & Privacy Policy

Last updated: November 17, 2016

This is an agreement between you and Virtuous Software, LLC, ("Virtuous ", "we", or “our”) regarding your use of the Virtuous Software application, website or other services (the "Services"). Before using the Services, please read these Terms of Use, the Privacy Policy and any other conditions of use posted on the Virtuous Software website (collectively, the "Agreement"). If you download and/or use the Services, you agree to be bound by the Agreement. If you do not agree to these terms, please remove the Services from your device or computer and cease use of the Services. Virtuous Software may change these terms at any time and may modify, add or discontinue the Services in their entirety or any feature of the Services in its sole discretion. Your continued use of the Services following posting of any changes to the terms of the Agreement constitutes your acceptance of the changes.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. THE SERVICES

To use the Services, you may be required to, or have the option to, link to an email account, address book, calendar or social media account. You retain ownership rights to any information submitted you or through your use of the Services (‘Your Information”). You grant Virtuous a worldwide, perpetual license to host, copy, transmit and display Your Information as necessary for to provide the Services and to permit access to or transfer Your Information to third party service providers used by Virtuous in providing the Services. You are solely responsible for the content of Your Information and your communications with others while using the Services and represent and warrant that you have all rights and permissions needed to comply with this Agreement. If access to a social media account or other third party application authorized by you requires providing access to Your Information, you grant us permission to allow such access.

By using the Services, you acknowledge that Virtuous has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Information, any other information or content you may be able to access using the Services or any access by a third-part application provider.

The Services contain material and content provided and owned by Virtuous or other sources. You must comply with all applicable copyright and other laws in your use of the Services. Except as specifically permitted, you may not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer or use the Services for any purpose except for your personal, non-commercial use. You are not authorized to use the Services in any jurisdiction where the terms of this Agreement are not enforceable.

We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion of thereof, and block or prevent your future access to and use of the Services or any portion thereof.

2. YOUR ACCOUNT

To use the Services, you must establish a personal account with a user name and a password. You agree to provide accurate information about yourself and to kept that information current. You are solely responsible for maintaining the confidentiality of your password and account and for all transactions using that account, whether or not authorized by you. You agree to immediately notify Virtuous of any unauthorized use of your password or your account. Virtuous may terminate your account and use of the Services if we discover that you have provided false information or are using the Services in breach of these terms. Use of information provided by you is governed by the Virtuous Privacy Policy.

By using the Services on your mobile device, you understand that message and data rates may apply and are billed by and payable to your mobile carrier. You consent to receiving text messages from time to time related to your account and use of the Services. Virtuous will not be liable for any delays in transmission of or inability to send or receive text messages.

3. SUBMISSION OF CONTENT

You agree not to upload, post or email any content or information that (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as content that infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) interferes with or disrupts the Services, (e) harass another user or (f) otherwise violates any applicable law.

We reserve the right, in our absolute and sole discretion, to review and delete any content at any time and to suspend your access to the Services if you violate the terms of this Agreement.

Virtuous requests that you do not submit any idea or suggestion to Virtuous that you consider confidential or proprietary. All ideas or suggestions submitted or disclosed will be deemed not confidential and will become the exclusive property of Virtuous. You irrevocably transfer and assign to Virtuous all rights, known or unknown, in and to the ideas or suggestions and Virtuous may use any idea or suggestion without restriction for any purpose without compensation to you.

4. THIRD PARTY INFORMATION AND CONTACT

As you use the Services, you may encounter links that take you to web pages or websites of other companies (“Third Party Provider”) to make their products and services available to you or to enable you to communicate directly with those companies. All such information has been provided by that Third Party Provider. We do not endorse, credential or accredit the events, products or services of Third Party Providers and make no representations or warranties about the type of products or services, quality, cost, or business practices of those Third Party Providers. You are responsible for all activities between you and a Third Party Provider. You should contact the site administrator for other websites if you have any concerns regarding links or the content located on such other websites.

5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

VIRTUOUS PROVIDES THE SERVICES “AS IS” “AS AVAILABLE”. VIRTUOUS AND ANY THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Virtuous DOES NOT WARRANTY THAT THE SERVICES WILL BE PROVIDED WITHOUT INTERRUPTION, BE FREE FROM ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

UNDER NO CIRCUMSTANCES SHALL VIRTUOUS OR ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, OR WHETHER RESULTING FROM TORT, CONTRACT OR OTHER THEORIES OF LAW) INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES AND LOST PROFITS, IN CONNECTION WITH, OR IN ANYWAY ARISING OUT OF, (1) THE USE OR INABILITY TO USE THE SERVICES AND ITS CONTENT; (2) ANY GOODS OR SERVICES OBTAINED THROUGH THIRD PARTIES REFERENCED OR MADE AVAILABLE ON OR THROUGH THE SERVICES; (3) ANY ERRORS OR OMISSIONS IN THE CONTENT OR INFORMATION IN THE SERVICES; OR (4) ANY COMPUTER VIRUS OR OTHER PROGRAMMING DEVICE, EVEN IF Virtuous IS ADVISED OF THE POSSIBILITY THEREOF.

IF YOU BECOME DISSATISFIED WITH THE SERVICES, OR THE TERMS, CONDITIONS OR POLICIES GOVERNING USE OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THIS LIMITATION ON DAMAGES IS ESSENTIAL TO THE AGREEMENT BETWEEN YOU AND Virtuous AND THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO PORTIONS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF Virtuous, ITS AFFILIATES, AGENTS AND LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Virtuous OR ITS AFFILIATES, AGENTS OR LICENSORS EXCEED $100. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WOULD NOT BE PROVIDED WITHOUT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT AND THAT THE DISCLAIMERS AND LIMITATION AND REMEDIES ARE REASONABLE.

6. INDEMNIFICATION

You agree to indemnify, defend (if requested by Virtuous), and hold Virtuous, its affiliates and any employees, officers, or agents harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your content or your access to or use of the Services; (ii) your breach or alleged breach of this Agreement; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, ordinances or governmental authorities; or (v) any misrepresentation made by you. You agree to cooperate as required by Virtuous in the defense of any claim. Virtuous reserves the right to assume control of the defense of any claim subject to your indemnification. You agree that you will not settle any claim subject to indemnification without the prior written consent of Virtuous, regardless of the form of action.

7. USE BY PERSONS UNDER 18

The Services are not directed to or intended for use by persons under 18. We do not knowingly collect personally identifiable information from children under the age of 18. If a parent or guardian becomes aware that his or her child has provided us with personal information without the parent's consent, the parent should contact us at info@virtuoussoftware.com. If we become aware that a child under the age of 18 has provided us with personal information, we will take steps to delete such information from our files.

8. GENERAL

This Agreement, all intellectual property issues, and your rights and obligations are governed by the laws of the United States of America and the State of Arizona governing contracts wholly entered into and wholly performed within Arizona without regard to the conflicts of law provisions and any action to enforce these terms and conditions or in any manner related to Virtuous will be brought exclusively in the federal or state courts located in Phoenix, Arizona and you agree to submit to the jurisdiction of such courts. You specifically agree that this Agreement is not governed by the United Nations Conventions on Contracts for the International Sale of Goods, if applicable. If you are accessing the Services from a physical location outside of the United States with laws or regulations governing personal data collection, use, and disclosure that are different from United States laws, you agree that by accessing the website, you are transferring your personal information to the United States and you consent to the application of the laws of the United States and the State of Arizona with respect to use of the Services and any dispute regarding the Services.

This Agreement constitutes the entire agreement between you and Virtuous with respect to the Services, and supersedes all previous written or oral agreements with respect to such subject matter. If any inconsistency exists between the terms of this agreement and any additional terms and conditions posted on the Virtuous website or as part of the Services, the terms will be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions will control. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provision hereof. Any provision determined to be invalid or unenforceable will be modified, to the extent possible, to be valid and enforceable so as to retain the intent of the parties.

For communications concerning the Agreement, please write to Virtuous, LLC, at:

Virtuous Software, LLC
Attn: Gabe Cooper
Address: 1 N. 1st St., Sixth Floor, Phoenix AZ, 85004
Email: info@virtuoussoftware.com

9. COPYRIGHT INFRINGEMENT

If you believe that your work has been copied and used with the Services in a way that constitutes copyright infringement, please provide Virtuous’ designated Copyright Agent with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. a description of the copyrighted work that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the Services;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the dispute use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.

Virtuous’ Copyright Agent for Notice of claims of copyright infringement can be reached at:

Virtuous Software, LLC
Attn: Copyright Agent
Address: 1 N. 1st St., Sixth Floor, Phoenix AZ, 85004
Email: info@virtuoussoftware.com
Telephone: (480) 658-0508

Only notices under that Digital Millennium Copyright Act (17 U.S.C. § 512, et seq.) should be submitted to the Copyright Agent. Virtuous cannot take any action with respect to any notice unless all requested information is provided in the notice.

PRIVACY POLICY

Last Updated: 17 November 2014.

Virtuous knows how important your privacy is to you. We also know it is important for you to know how information about you is used and shared. This privacy policy communicates our practices regarding the collection and dissemination of personal information that can be linked to a specific individual, such as a name, address, phone number, email address, or any other information, provided to us by our users and website visitors.

By using our Services, you are accepting and agree to the terms in this Privacy Policy. If you do not agree with the terms in this Privacy Policy, please do not use the website or mobile application (“app”) or provide any information to us. This privacy policy will be updated periodically, so please be sure to reread it from time to time. If we modify the Policy, we will make it available through the Service, and indicate the date of the latest revision. Your continued use of the Service after the revised Policy has become effective indicates that you have read, understood and agreed to the current version of the Policy.

1. Authorized Users

The website and mobile app is not directed to and is not intended for access and use by persons under the age of 18. We do not intentionally collect or use personal information from users that we have reason to believe are under the age of 18. If you are under 18 years of age and have accessed this website or mobile app by providing a false date of birth, you must immediately leave the website or mobile app.

2. What Personal Information is Collected?

We collect information you provide directly to us. We do not use our website or app to collect any personally identifiable information about you other than what you provide voluntarily for various purposes. To use the Services, you need to create an account. The types of information we may collect to start an account for you include your first and last name, username, password, and email address. You have the option of linking to your social media account or your address book. Other information may be added in future updates to the Services. We ask for this information so that we can fulfill your request to use the Services. If you choose not to provide any personal information about yourself, you may not be able to participate in certain Services and we may not be able to fulfill a request you may have. If you provide personal information, you agree to provide true and accurate information in connection with your registration and to promptly notify us of any changes in the registration information.

We receive and may store any information you submit through the Services or give us in any other way. This information is retained and used in accordance with existing laws, rules, regulations, and other policies. Generally, we use personally identifiable information to manage the Services, communicate with you, to customize the content, and to provide other information, including, if applicable, information about third party products and services.

We do not disclose personal information to third parties except (1) for the purpose of communicating with you when it is necessary for completing the transactions you have authorized, including but not limited to providing such information to data processors, (2) when it is necessary for employees, agents and contractors to operate or maintain the Services or to correct a technical problem; (3) when it is necessary to verify the existence or condition of your account with a financial institution, credit bureau or other third-party; (4) with our affiliates, (5) with our business partners for research or marketing or (6) if we sell or merge the company or its assets with another company. We may collect and use usage information to develop new products or services or to provide special offerings to you.

Under special circumstances we may, and you authorize us to, disclose personally identifiable information without your consent if we believe, in our sole discretion, it is reasonable to do so to satisfy laws (such as the Electronic Communications Privacy Act, as amended) or government regulations, comply with legal process or law enforcement requests, commence legal actions to protect our rights or property or to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person or violations of this Privacy Policy or other terms found on the website.

3. What Anonymous Information is Collected?

When you access or use our Services, we automatically collect information about you, including:

  • Usage Information: We log information about your use of our websites, including your browser type and language, access times, pages viewed, your IP address and the website you visited before navigating to our websites.
  • Device Information: We may collect information about the computer or device you use to access our Services, including the hardware model, operating system and version, MAC address, unique device identifier, phone number, International Mobile Equipment Identity ("IMEI") and mobile network information. In addition, the Services may access your device's native phonebook and image storage applications, with your consent, to facilitate your use of certain features of the Services. For more information about how you can control our access to these applications, please see "Your Choices" below.
  • Location Information: With your consent, we may collect information about the location of your device to facilitate your use of certain features of our Services, determine the speed at which your device is traveling, and for any other purpose described in this privacy policy. For more information about how you can control our collection of location information, please see "Your Choices" below.
  • Information Collected by Cookies and Other Tracking Technologies: We use various technologies to collect information, and this may include sending cookies to you. Cookies are small data files stored on your hard drive or in device memory that help us to improve our Services and your experience, see which areas and features of our Services are popular and count visits. We may also collect information using web beacons (also known as "tracking pixels"). For more information about cookies, and how to disable them, please see "Your Choices" below.

4. Sharing of Information

We may share information about you as follows or as otherwise described in this Privacy Policy:

  • With vendors, consultants and other service providers who need access to such information to carry out work on our behalf;
  • In response to legal process or a request for information if we believe disclosure is in accordance with any applicable law, rule, or regulation, or as otherwise required by any applicable law, rule or regulation;
  • In order to investigate or remedy potential violations of our user agreements or policies, or to protect the rights, property and safety of Virtuous, our users or others;
  • In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business to another company; and
  • With your consent or at your direction.

We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.

5. Do Not Track

Some third party sites may track your actions when you are browsing and accessing content. Currently, some browsers (including Internet Explorer, Firefox, and Safari) offer a “do not track” or “DNT” option, which sends a signal to Web sites' visited by the user about the user's browser DNT preference setting. Virtuous does not currently respond to browsers' DNT signals.

6. Data Security

Personally identifiable information is stored on our server and is not publicly accessible. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we take reasonable precautions and have security measures in place to protect the loss, misuse and alteration of the information under our control. Although we attempt to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining this information. We are not responsible for any breach of its security or for the actions of any third parties that may obtain any personal information. You are prohibited from violating or attempting to violate security for or otherwise interfering with the operation of the website or app. We do not make, and expressly disclaim, any representation or warranty, express or implied, regarding the security or integrity of the website and your personal information.

7. External Links

The Services may contain links to websites of third parties. Please note that when you click on one of these links, you are entering another site. Links to other websites do not imply endorsement of the materials disseminated at those websites. We encourage you to read the privacy statements of these linked websites as their privacy policy may differ from ours. We are not responsible for the materials contained at any website linked to this site.

8. Text Messaging/Chat

The Services may require or allow you to send a text message to a specific number, address or code. By sending the text message, you are providing your mobile telephone number. If you communicate with us using your mobile telephone number, you are agreeing that we may send messages to your mobile device associated with that number about the Services. Although we do not charge a fee for text messaging, you should be aware that your carrier may charge you for each message you send or receive in accordance with your calling plan. You agree that we are not responsible in any way for such charges. If you do not wish to receive any messages via your mobile device, you may opt-out at any time by following the procedures described in this Privacy Policy. Failure to opt-out after you have previously provided your mobile telephone number constitutes consent to continue to receive text messages from us until you elect to opt-out.

9. Your Choices

  • Choice/Opt-Out: If you have registered to receive communications from us and later change your mind, you may contact us to have your name removed from our distribution lists at the address, email or phone numbers below. If you provide information and there is no mechanism to allow you to affirmatively opt-in, you agree that by providing the requested information and your email address, you have agreed to receive future communications from us. You are responsible for contacting us or clicking a link provided in the email if you wish to opt-out of further communications.

    Certain jurisdictions allow you to request certain information regarding how we use your personal information. To make such a request, please send an e-mail to info@virtuoussoftware.com.
  • Account Information: You may update or correct information about yourself by editing your account settings within our Services. If you wish to delete your account, please visit virtuoussoftwre.com, but note that we may retain certain information as required by law, for legitimate business purposes, or as part of our regular retention practices. We may also retain cached or archived copies of information about you for a certain period of time. Even if you change or delete your account, information that you have previously shared will not be changed or deleted.
  • Device Information: Certain features of the Services require or permit access to your device's native phonebook. If you later decide to revoke your consent and prevent us from continuing to access your phonebook, you can do so by either changing the settings on your device, if this settings option is provided by your device operating system, or by following the standard uninstall process and removing our Services from your device. On most devices, you can grant or revoke your consent at any time and prevent us from continuing to access your phonebook and image storage applications by changing the settings on your device.
  • Location: When you first launch any features of our Services that collect location information, you will be asked to consent to our collection of this information. If you initially consent to our collection of location information, you can subsequently stop the collection of this information by changing the preferences on your mobile device. If you do so, certain features of our Services will no longer function. You may also stop our collection of location information by following the standard uninstall process to remove our Services from your device.
  • Cookies: Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our website.

9. Governing Law and Enforcement of Privacy Policy

Use of the Services website is governed by United States law and the laws of the State of Arizona without regarding to conflicts of laws provisions. If you are accessing the website or mobile app from a physical location outside of the United States with laws or regulations governing personal data collection, use, and disclosure that are different from United States laws, you agree that by accessing the website, you are transferring your personal information to the United States and you consent to the application of the laws of the United States and the State of Arizona with respect to use of the Services and any dispute regarding the website or this Privacy Policy. You further consent to the exclusive jurisdiction of the state and federal courts located in the State of Arizona. If any provision of this Privacy Policy is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any applicable law, the validity of the remaining portions or provisions shall remain in full force and effect.

10. For More Information

If you have any questions, concerns, or comments about Virtuous or this Agreement please visit virtuoussoftware.com, email us at info@virtuoussoftware.com, or write us at:

Virtuous Software, LLC
Attn: Gabe Cooper
Address: 1 N. 1st St.
Sixth Floor
Phoenix AZ, 85004

9710068.1