1. ACCEPTANCE OF TERMS
This service is provided by virtFlyer LLC ("virtFlyer"). ("We" or "virtFlyer") to
you ("you" or "user" or "subscriber"), subject to the terms of this agreement ("Agreement"),
and the rules may be published from time to time by virtFlyer. virtFlyer currently
offers services to users who agree to abide by (i) the terms and conditions of this
Agreement, and (ii) the privacy policy. virtFlyer reserves the right to change the
nature of this relationship at any time without notice. You may review the most
current version of this Agreement at:
http://www.virtflyer.com/terms-of-use.aspx. Users who violate the terms
of this Agreement will have their VirtFlyer account ("Account") cancelled and they
may be permanently banned from using any service provided by virtFlyer LLC.
2. DESCRIPTION OF SERVICE
virtFlyer provides 2-way text messaging platform that enables services coined "point-of-interest
selling" and connects buyers and sellers with a service called virtFlyer (the "Service").
You agree that the Service may include certain communications from virtFlyer, such
as service announcements and administrative messages, and that these communications
are considered part of VirtFlyer membership and you may not be able to opt out of
receiving them. Unless explicitly stated otherwise, any new features that augment
or enhance the current Service, shall be subject to the TOS. You understand and
agree that the Service is provided "AS-IS" and that virtFlyer assumes no responsibility
for the timeliness, deletion, mis-delivery or failure to store any user communications
or personalization settings. You are responsible for obtaining access to the Service
and that access may involve third party fees (such as Internet service provider
or airtime charges). You are responsible for those fees, including those fees associated
with the display or delivery of advertisements. In addition, you must provide and
are responsible for all equipment necessary to access the Service.
3. BILLING AND PAYMENT TERMS
All fees are paid monthly via credit card unless otherwise established and approved
by an officer of the company. An invoice will be sent to you each time your credit
card is charged. By using this service, you agree to allow virtFlyer to charge your
credit card for fees incurred. The service is billed on a per code basis. You will
be charged every month for all virtFlyer Property Codes subscribed at your agreed
upon per code fee unless otherwise established.
Upon the purchase, or re-activation of virtFlyer Property Codes, you agree to keep
each purchased code active for a minimum 2 month billing cycle from the date of
purchase or re-activation. Upon cancellation of the Service, you agree to remove
all advertisements for the service from your signage. If you have not removed the
service advertisement after the date of cancellation, then you agree to pay $0.20
per inquiry made to any inactive sign codes.
An inquiry is defined as a single "transaction" with a campaign which normally involves
a request and a response, potentially several messages to and from the mobile subscriber.
If inquires occur following your cancelation, inquiry totals and cost will be summarized
and billed to you on a monthly basis; however, you will be notified prior to any
such event. Buyers using the system are subject to standard messaging fees which
are the responsibility of the consumer to pay.
4. VIRTFLYER PRIVACY POLICY
virtFlyer requires certain information to provide its service, such as credit card
numbers, cell phone numbers and billing addresses. virtFlyer will never release
your information to anyone for any reason without prior approval by you, unless
required by law. As part of its service, virtFlyer collects the phone numbers of
prospective buyers that access information via text message (SMS). The phone numbers
collected by your leased codes will not be shared with other users nor will they
be distributed outside the system, unless required by law. virtFlyer retains the
right to collect demographic data based on usage of the system for the purposes
of general reporting and statistics and this information is owned by virtFlyer and
may be used for future product or service enhancements.
5. ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account upon completing the registration process.
You are responsible for maintaining the confidentiality of the password and account,
and are fully responsible for all activities that occur under your password or account.
You agree to (a) immediately notify virtFlyer of any unauthorized use of your password
or account or any other breach of security, and (b) ensure that you exit from your
account at the end of each session. virtFlyer cannot and will not be liable for
any loss or damage arising from your failure to comply with this Section 5.
6. MEMBER CONDUCT
You agree to not use the service to:
upload, post, email, transmit or otherwise make available any Content that is unlawful,
harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise
objectionable; harm minors in any way; upload, post, email, transmit or otherwise
make available any Content that you do not have a right to make available under
any law or under contractual or fiduciary relationships (such as inside information,
proprietary and confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements); upload, post, email, transmit
or otherwise make available any Content that infringes any patent, trademark, trade
secret, copyright or other proprietary rights ("Rights") of any party; upload, post,
email, transmit or otherwise make available any material that contains software
viruses or any other computer code, files or programs designed to interrupt, destroy
or limit the functionality of any computer software or hardware of telecommunications
equipment; Interfere with or disrupt the Service or servers or networks connected
to the Service, or disobey any requirements, procedures, policies or regulations
of networks connected to the Service; intentionally or unintentionally violate any
applicable local, state, national or international law, including but not limited
to regulations promulgated by the U.S. Securities and Exchange Commission, any rules
of any national or other securities exchange, including, without limitation, the
New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations
having the force of law.
You acknowledge that virtFlyer may or may not pre-screen Content, that that virtFlyer
and its designees shall have the right (but not the obligation) in their sole discretion
to pre-screen, refuse, or move any Content that is available via the Service. Without
limiting the foregoing, virtFlyer and its designees shall have the right to remove
any Content that violates the TOS or is otherwise objectionable. You agree that
you must evaluate, and bear all risks associated with, the use of any Content, including
any reliance on the accuracy, completeness, or usefulness of such Content.
You acknowledge, consent and agree that virtFlyer may access, preserve, and disclose
your account information and Content if require to do so by law or in a good faith
belief that such access preservation or disclosure is reasonably necessary to: (a)
comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content
violates the rights of third-parties; (d) respond to your requests for customer
service; or (e) protect the rights, property, or personal safety of VirtFlyer, its
users and the public. You understand that the technical processing and transmission
of the Service, including your Content, may involve (a) transmissions over various
network; and (b) changes to conform and adapt to technical requirements of connecting
networks or devices.
7. INDEMNITY
You agree to indemnify and hold virtFlyer, and its subsidiaries, affiliates, officers,
agents, co-branders or other partners, and employees, harmless from any claim or
demand, including reasonable attorney's fees, made by any third party due to or
arising out of Content, your connection to the Service, your violation of the TOS,
or your violation of any rights of another.
8. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for
any commercial purposes, any portion of the Service, use of the Service, or access
to the Service unless approved by an officer of the company.
9. MODIFICATIONS TO SERVICE
virtFlyer reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Service (or any part thereof) with or without notice.
You agree that VirtFlyer shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service.
10. TERMINATION
You agree that virtFlyer may, under certain circumstances and without prior notice,
immediately terminate your virtFlyer account and access to the Service. Cause for
such termination shall include, but not be limited to, (a) breaches or violations
to the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement
or other government agencies, (c) a request by you (self-initiated account deletions),
(d) discontinuance or material modification to the Service (or any part thereof),
(e) unexpected technical or security issues or problems, (f) you have engaged in
fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you
in connection with the Services. Termination of your virtFlyer account includes
(a) removal of access to all offerings within the Service (b) deletion of your password
and all related information, text associated to codes, activity reports and content
associated with or inside your account (or any part thereof), and (c) barring further
use of the Service. Further, you agree that all terminations for cause shall be
made in virtFlyer's sole discretion and that virtFlyer shall not be liable to you
or any third-party for any termination of your account or access to the Service.
11. VIRTFLYER'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection
with the Service ("Software") contain proprietary and confidential information that
is protected by applicable intellectual property and other laws. Except as expressly
authorized by virtFlyer, you agree not to modify, rent, lease, loan, sell, distribute
or create derivative works based on the Service or the Software, in whole or in
part.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. VIRTFLYER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXRPESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
VIRTFLYER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR 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, AND
(iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU FROM VIRTFLYER OR THROUGH OR FROM THE SERVICE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATE IN THE TOS.
A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEZURES WHEN EXPOSED TO CERTAIN
LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN
CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO
HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY,
HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO UING THE SERVICE. IMMEDIATELY
DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY
OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION,
EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT,
OR CONVULSIONS.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VIRTFLYER SHALL NOT BE LIABLE TO YOU FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING
BUT NOT LIMITED TO, DAMANGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF VIRTFLYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMANGES),
RESULTING FROM: (i) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING
FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES
RECEIVED OR TRANACTIONS ENTERE INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER
RELATING TO THE SERVICE.
14. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
15. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall
be no third party beneficiaries to this Agreement.
16. NOTICE
virtFlyer may provide you with notices, including those regarding changes to the
TOS, by either email, regular mail, or postings on the Service.
17. TRADEMARK AND PATENT INFORMATION
The virtFlyer logo, name, signage and image, service marks and other VirtFlyer logos
and product and service names are registered US Federal Trademarks of virtFlyer
Corporation. virtFlyer grants you permission to use the virtFlyer marks on advertising
brochures, sign riders, website advertisements. Uses not associated with the intended
use of the product without the prior approval of virtFlyer and its officers will
result in an immediate cancellation of service. Upon cancellation of service you
agree to remove all references to virtFlyer from any and all materials and advertisements.
Any attempt to copy, steal or infringe on Patent Rights, Trademarks or Service Marks
owned by virtFlyer LLC will constitute a violation of US Federal Patent and Trademark
law and will be subject to prosecution in federal district court.
18. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and virtFlyer
and governs your use of the Service, superseding any prior arrangements between
you and virtFlyer with respect to the Service.
Choice of Law and Forum. The TOS and the relationship between you and virtFlyer
shall be governed by the laws of the State of Colorado without regards to its conflict
of law provisions. You and virtFlyer agree to submit to the personal and exclusive
jurisdiction of the courts located within the county of Boulder, Colorado
Waiver and Severability of Terms. The failure of virtFlyer to exercise or enforce
any right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should endeavor to
give effect to the parties' intentions as reflected in the provision, and the other
provisions of the TOS remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your virtFlyer
account is non-transferable and any rights to your virtFlyer account or contents
within your account terminate upon your death. Upon receipt of a copy of a death
certificate, your account may be terminated and all contents therein permanently
deleted.
Statute of Limitations. You agree that regardless of any statute of law to the contrary,
any claim or cause of action arising out of or related to use the Service or the
TOS must be filed within one (1) year after such claim or cause of action arose
or be forever barred.
The section titles in the TOS are for convenience only and nave no legal or contractual
effect.
19. VIOLATIONS
Please report any violations to info@virtFlyer.com