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Terms of Service

Last Updated: April 26, 2024

User’s Acknowledgment and Acceptance of Terms

Welcome to Zirtual! 

Thank you for using the Zirtual services. PSC Zirtual Acquisition, LLC (“Zirtual”, “Us” or “We”) provides the www.zirtual.com site and various related services, including any content, functionality, your use of virtual assistants, and services offered on or through www.zirtual.com (the “Site” and collectively, the “Services”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (collectively, the “Terms of Service”), as well as any other written agreement between us and you. In addition, when using particular Services or materials on this Site, users shall be subject to any posted rules applicable to such Services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service. You may wish to print or save a local copy of these Terms of Service for your records.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTIONS 12 AND 15 BELOW. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 19 THAT AFFECT YOUR RIGHTS UNDER THESE TERMS OF SERVICE WITH RESPECT TO THE SERVICES.

These Terms of Service are effective as of the “Last Updated” date identified at the top of this page. You should look at the Terms of Service regularly and the “Last Updated” date at the beginning of these Terms. We expressly reserve the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Service from time to time and to familiarize yourself with any modifications. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. Your continued use of this Site or the Services after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. However, for any material modifications to the Terms of Service or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms of Service will automatically be effective upon your continued use of this Site or the Services. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms of Service in effect at the time such dispute arose.

As used in these Terms of Service, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents, or the Services.

Overview of our Services

  1. To ensure the quality of the Zirtual experience we have set up our Terms of Service for our mutual benefit. If you violate these rules it will mean you’ve broken the Terms of Service and this may result in a termination of your account.
  2. Tasks and concierge requests are non-transferable. You cannot sell or give away tasks on your plan but you are more than free to buy a plan for your friends, family and loved ones—they’ll love you and so will we. Your Zirtual account is also non-transferable. That means if one person signs up, you cannot transfer ownership of that account to another person.
  3. All Zirtual plans are governed by a monthly hour limit by plan type. If these hours are unused by the next billing cycle, the hours will not carry over to the next cycle.
  4. All Zirtual plans are recurring subscriptions that can be canceled at any time.
  5. Any agreement or attempted agreement between you and a virtual assistant (a “Virtual Assistant”), in connection with a service contract, requiring that payment be made outside of Zirtual shall constitute a material breach of this agreement and be subject to cancellation without refund.
  6. The Services are available only to users who have reached the legal age of majority in their jurisdiction. The Services are not directed to and must not be accessed or otherwise used by individuals under the age of 18 or that are outside of the United States. By using the Services, you represent you meet the eligibility requirements contained herein. If you do not meet all requirements, although you are probably a wonderful human, you must not access or use the Services.

Access and Use Rights

  1. Subject to the terms and limitations set forth in this Terms of Service, and provided that Zirtual has received timely payment of all fees owed under this Terms of Service, Zirtual hereby grants you a limited, non-transferable and non-sublicensable (except in connection with a permitted assignment of this Terms of Service), revocable (in connection with termination of this Terms of Service), worldwide license, during the term set forth in Section 10 (Term, Modifying and Termination of Services) of this Terms of Service, to use the Service, solely for your internal business purposes and solely in accordance with the terms of this Terms of Service.  From time to time, upon Zirtual’s reasonable written request, you shall certify in writing as to your compliance with this Terms of Service.
  2. You shall (i) be solely responsible for the provision of the necessary resources, for Zirtual to provide its Services, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Zirtual in writing promptly of any such unauthorized access or use, and (iii) use the Services only for your internal business, and not for service bureau use or time-sharing, nor to provide outsourcing, application service provider or similar services to third parties.  You shall not (or permit any other person to) (A) sell, resell, license, rent or lease any of the Services, (B) use the Services to transmit infringing, libelous, or otherwise unlawful or tortious material, or to violate third-party privacy rights, (C) interfere with or disrupt the integrity or performance of any of the Services, or any third-party data contained therein, (D) charge a fee to any third party for use of the Services; (E) use the Services in a manner inconsistent with nor contemplated by this Terms of Service, or (F) reverse engineer, decompile, translate, adapt, or disassemble the Services, nor shall you attempt to recreate the source code from the object code for the Services. You also agree not to permit any third party acting on your behalf to do any of prohibited activities under this Section 2 (Access and Use Rights).
  3. You agree to use the Services in accordance with applicable United States laws, and the applicable laws of the jurisdiction where the Services are used, including foreign trade control laws and regulations, copyright laws and other intellectual property laws. The Services may be subject to export and other foreign trade controls that restrict re-sale and/or transfers to other countries and parties.
  4. You are prohibited from using the Services to create any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work of or to Services.
  5. You shall not (i) permit any third party to access any Services except as permitted herein, (ii) create derivative works based on the Services or merge it with any other products or services, (iii) copy, frame or mirror any part or content of the Services, (iv) reverse engineer the Services, or (v) access the Services or the intellectual property contained therein in order to (a) build a competitive product or service or for any benchmarking purposes, (b) copy any features, functions or graphics of the Services, or (c) use the Services other than as set forth in this Section 2 (Access and Use Rights). 

Using our Services

  1. You must follow any policies made available to you within the Services, including our privacy policy.
  2. Don’t misuse our Services.  For example, don’t interfere with our Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason.  
  3. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages. Please be aware that there may be a brief period before we are able to process your opt-out. 
  4. Some of our Services may be available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider.  Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable). When you send SMS/iMessage messages using the Services, you represent and warrant you have the recipient’s prior consent to send him or her messages.

Your Zirtual Account

  1. You may need an account in order to use the Services. If you create your own account, you agree that all registration information you give us will be accurate and current.  If your account has been assigned to you by an administrator, such as your employer or educational institution, different or additional terms may apply and your administrator may be able to access or disable your account.  You will timely notify us of any changes to any of the foregoing information.  You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.
  2. To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account.  If you learn of any unauthorized use of your password, please contact us at support@zirtual.com.

Payment

  1. You agree to pay all amounts owed to us for the Services under any terms, policies or other written or electronic agreement we may have in place.  We may require you to maintain valid credit card or other payment account information with us (which is collected and stored by our secured, encrypted, third-party application) in order to receive the Services, and if so, you hereby authorize us to charge your credit card or other payment account for the Services. Your right to purchase products through the Services is conditioned upon our receipt of payment.  Refusal of product delivery does not release you from payment liability. If a payment cannot be charged to your credit card or if a charge is canceled for any reason, or if you fail to maintain valid, up-to-date payment information or to keep your payments current, we reserve the right to immediately either suspend or terminate your access and account immediately without notice, thereby terminating these Terms of Service. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to the Services immediately without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser.  You agree to reimburse us for all collection agency fees, attorneys’ fees and other costs we may incur to collect delinquent amounts you owe to us.

Privacy and Feedback

  1. Our privacy policy explains how we treat your personal information and protect your privacy when you use our Services. By using our Services, you agree that we can collect, use, and share data from you as described in our privacy policy. We are not responsible for any information or Content (as defined below in Section 8 (Ownership and Confidentiality of Work Product)) that you share with others via your use of the Services.  You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service.  If you submit feedback or suggestions about our Services, you agree that we may use your feedback or suggestions without obligation to you.

Requests & Tasks

  1. Each request (task) must be submitted by phone, email or SMS. Please send your requests individually: this means that each communication you have with your Virtual Assistant should contain one, defined, task. You’re more than welcome to submit multiple tasks at one time, but we ask that you create a separate email for each. This ensures the fastest possible turn around for each task.
  2. If you ever feel like your service could be better, you can contact us by telephone or email us at support@zirtual.com. For a list of example tasks that we will and won’t do, please consult our “What We Do” page. That should give you a good idea of what we’re able to accomplish and what we simply cannot do. Agreeing to these Terms of Service means you understand and agree to keep your tasks within the scope of our business.

Ownership and Confidentiality of Work Product

  1. If a Virtual Assistant creates anything original for you, such as research projects, reports, templates, spreadsheets, forms, etc. (“Work Product”), Zirtual grants to you a non-exclusive, royalty-free, perpetual, irrevocable, non-transferable license to use the Work Product for your own personal and commercial purposes.
  2. To avoid doubt, you retain sole ownership of your Confidential Information (as defined below in subsection (c)) and your intellectual property and, to the extent your Confidential Information or intellectual property is incorporated into the Work Product, it will be removed prior to any use or disclosure by Zirtual to a third party.
  3. As used in these Terms of Service, your “Confidential Information” means non-public information that you provide to Zirtual or a Virtual Assistant that you reasonably expect Zirtual to keep secret, including your personal information (i.e., your name, your social security number, your credit card information, and similar information), but does not include information that (1) becomes generally available to the public other than an unauthorized disclosure by Zirtual or a Virtual Assistant; (2) was or becomes available to Zirtual or a Virtual Assistant on a non-confidential basis prior to your disclosure of the information to Zirtual or a Virtual Assistant; (3) is independently developed by Zirtual or a Virtual Assistant without using your Confidential Information; or (4) information we are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Zirtual’s rights or property, or the rights or property of Virtual Assistants or our other clients.
  4. As used in these Terms of Service, your intellectual property means patents, trademarks and copyrights owned by you and any insights, knowledge, and ideas provided by you in connection with creation of the Work Product. 
  5. You acknowledge and agree that you are solely responsible for all Confidential Information and other content you submit to a Virtual Assistant or otherwise provide or upload on or through the Services (collectively, “Content”) and any consequences of submitting, providing or uploading it, and represent you have all rights, consents and permissions in and to the Content necessary to grant the licenses and rights herein, and that such Content, its provision to us and use or access thereof by us in the performance of the Services will not violate the rights of any person or entity, applicable law, or be likely to deceive any person. You hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, transferable license to use, modify, and create derivative works of the Content to provide the Services.
  6. Using our Services does not give you ownership of any intellectual property rights in our Services or the Content you access through them. You may not use Content, except as permitted in these Terms of Service, by its owner, or as otherwise permitted by law. These Terms of Service do not grant you the right to use any branding or logos used in our Services, including the Zirtual name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Cancellations

  1. If you leave us, we’ll miss you dearly but we won’t hold you back. Monthly memberships can be canceled at any time, though we are unable to prorate membership cancellations or refund due to unused time. All cancellation requests will go into effect on your next monthly billing date. A minimum of 24 business hours prior to renewal is required. To cancel, please contact our Support Team: support@zirtual.com and ask us to cancel your subscription.

Term, Modifying and Termination of Services

  1. This Terms of Service shall begin when you begin using the Site and/or Services, and shall continue indefinitely unless terminated in accordance with the terms of this Terms of Service.
  2. In darker news, we reserve the right to terminate the service of a Zirtual client at any time — for any reason. Should this occur, we will give you a prorated refund at the standard monthly rate for any period for which you have already paid. That means that rarely and under great duress we may end our relationship with a client for any number of reasons including but not limited to the following:

    • If the client is constantly requesting tasks outside the scope of their service plan and we’re unable to find a solution by scaling back the requests

    • If the client is abusive to his/her assistant or any other Zirtual team member

  3. We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.
  4. Sections 10 – 19 will survive termination or expiration of these Terms of Service indefinitely.

Non-Solicitation

  1. I acknowledge that Zirtual has made substantial investments in recruiting, training and matching skilled Virtual Assistants with each of its members including me, and that Zirtual has a legitimate interest in earning a reasonable return on those investments. I also acknowledge that Zirtual has separate agreements with the Virtual Assistants that protect this interest by requiring that Virtual Assistants obtain Zirtual’s prior written consent before accepting any direct engagement (whether as an employee, consultant, contractor or otherwise) with the Zirtual member to whom they were assigned. Accordingly, to the fullest extent permitted under applicable law, I agree that during my membership and for a period of twelve (12) months immediately following the termination of my relationship with Zirtual for any reason, whether voluntary or involuntary, with or without cause, I shall not directly or indirectly solicit any Virtual Assistant who is assigned to me at that time or who was assigned to me within the six (6)  months preceding termination of my relationship with Zirtual to leave his or her employment with Zirtual and to work for me in any engagement directly or indirectly. Should any solicitation by me become a substantial factor resulting in a Virtual Assistant leaving Zirtual and accepting an engagement with me directly or indirectly without Zirtual’s consent, I agree to pay Zirtual as liquidated damages reasonably calculated to compensate Zirtual for its lost investments and not as a penalty of any kind, a one-time fee equivalent to one year of my monthly Zirtual subscription in effect at the most recent date that the Virtual Assistant had been assigned to me by Zirtual.

Warranties and Disclaimers

  1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES AND ANY WORK PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES AND WORK PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. WE DISCLAIM ANY WARRANTY THAT THE SERVICES OR ANY WORK PRODUCT OR OTHER INFORMATION, WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANYONE WHO MAY BE INFORMED OF THE SERVICES OR WORK PRODUCT, OR THAT THE SERVICES OR ANY WORK PRODUCT WILL BE UNINTERRUPTED, TIMELY, CURRENT, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE CODE. THE SERVICES AND WORK PRODUCT MAY BE OUT OF DATE AT ANY GIVEN TIME, AND WE ARE UNDER NO OBLIGATION TO UPDATE THE SERVICES OR ANY WORK PRODUCT. WE MAKE NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE OUTSIDE OF THE UNITED STATES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS, INCLUDING WITHOUT LIMITATION REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICES FOR ANY RECONSTRUCTION OF YOUR LOST WORK PRODUCT, CONTENT OR OTHER DATA. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, THE FAILURE OF THIRD-PARTY SERVICE PROVIDERS, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SERVICES OR OTHER ACTIONS THAT WE, IN OUR SOLE DISCRETION, MAY ELECT TO TAKE, AS WELL AS THE MALICIOUS ACTIONS OF HACKERS AND OTHER THIRD PARTIES. TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER WE NOR ANY PERSON ASSOCIATED WITH US WILL BE LIABLE FOR ANY WORK PRODUCT USE THEREOF, OR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, EMAIL COMPROMISE, PHISHING OR OTHER ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, OR OTHER DEVICES, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OR DATA OBTAINED ON OR THROUGH THE SERVICES, OR ANY WEBSITE OR APPLICATION LINKED TO OR THROUGH THE SERVICES.
  2. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER ZIRTUAL NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THE ABILITY OF THE SERVICES TO MEET YOUR NEEDS. 
  3. YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS  (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS OF SERVICE AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
  4. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE, WORK PRODUCT, OR, THE SERVICES, OR THE USE THEREOF MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  5. There is no warranty on any of the information, tasks, or projects your Virtual Assistant completes for you. What we will promise is that we’ll do our best to provide the most accurate, most effective information available and we know Virtual Assistants do this better than anyone else. However, if we give you information or results that are wrong, although we’ll be deeply sorry, you can’t hold us liable for it (or the results) legally or morally — we’re sorry!
  6. You represent and warrant that (i) the credit card information you supply to us or otherwise on or through the Services is true, correct and complete, (ii) you are duly authorized to use such credit card for the subscription or other purchase, (iii) charges incurred by you will be honored by the credit card company.

Third Party Sites and Content

  1. Our Services display some Content that is not our own. For example, some Content belongs to our advertisers, other third parties, or other users (collectively, “Third Party Content”). The Services may include or permit you to link to other websites, apps, or resources on the Internet, and other websites, apps, or resources may contain links to the Services. We are not responsible for, and you waive all of our liability with respect to, Third Party Content.  Third Party Content is the sole responsibility of the individual or entity that makes it available via the Services. These other websites are not under our control, and you acknowledge that we are not responsible or liable for any Third Party Content, products or services, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content, products or services or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us or any association with its operators. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Content, goods or services available on or through the Services or any such website or resource. Access and use of third-party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

About Software in our Services

  1. You may be required to download software (such as a mobile or desktop app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”).  You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating. 
  2. Zirtual gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services.  This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms of Service.  You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or you have our written permission.
  3. There may be software programs contained within certain Software that have been licensed to us by third parties. The term “Software” as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms of Service apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms of Service.

Limitation of Liability

  1. YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL WE, OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THE TERMS OF SERVICE OR YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES OR WORK PRODUCT, OR FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THE TERMS OF SERVICE, THE WORK PRODUCT, THE SERVICES, OR ANY SUBSCRIPTION EXCEEDING THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY AS PROVIDED IN THIS PARAGRAPH, OUR LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
  2. WITHOUT LIMITING THE FORGOING, THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY WORK PRODUCT, CONTENT OR SERVICES PROVIDED BY ANY USERS AND ANY THIRD PARTIES OTHER THAN US AND RECEIVED BY YOU THROUGH THE SERVICES. YOU ALSO AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS, THE PRESENCE OF SUCH ADVERTISERS ON OR THROUGH THE SERVICES, OR ANY CONTENT OR SERVICES RECEIVED BY YOU ON ANY THIRD-PARTY SITES. We have the right to cooperate fully with law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content or other materials on or through the services, or otherwise. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
  3. IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, ZIRTUAL (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES. 

Indemnification 

  1. You agree to indemnify, defend, and hold harmless Zirtual, its Affiliates, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against any and all loss, expense, damage, cost, or liability (including, but not limited to, reasonable attorneys’ fees) resulting from or relating in any way to any claim, demand, action or proceeding or that that otherwise arises out of or relates to the Terms of Service, the Services, or any Content you provide through the Services, including but not limited to in relation to: your use, non-use or misuse of, or connection to the Services, and any Content or Work Product; (b) your breach or alleged breach of the Terms of Service; (c) your violation of any rights, including without limitation contractual or intellectual property rights, of us, a user or other third party; (d) your violation or alleged violation of any laws; or (e) your use or exploitation of the Services or any Work Product or other information obtained from or through the Services (including, without limitation, any use or transfer of e-mail addresses or telephone or other device numbers or identifiers, or other personal information in violation of TCPA, CPRA, GDPR, CAN-SPAM or other anti-spam or privacy laws and regulations). However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent of us. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Business/Employer Uses of our Services

  1. If you are using our Services on behalf of a business or employer, you are accepting these Terms of Service on their behalf, and that business or employer agrees to be bound by these Terms of Service.

Miscellaneous

  1. Notices. By providing us with your email address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change your e-mail address, as appropriate.
  2. Governing Law. The laws of the United States and the State of Ohio, excluding Ohio’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms of Service or the Services.
  3. Assignment. You may not assign or delegate your rights or obligations relating to these Terms of Service or your account for the Services without our prior written consent.  We may assign these Terms of Service or assign or delegate any of our rights or obligations at any time.
  4. Conflicts. If there is a conflict between these Terms of Service and any additional terms for a Service, the additional terms will control for that conflict.
  5. No Third-Party Beneficiaries. These Terms of Service control the relationship between Zirtual and you. They do not create any third-party beneficiary rights.  If you do not comply with these Terms of Service, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).  If it turns out that a particular term is not enforceable, this will not affect any other terms.
  6. Contact Page. For information about how to contact Zirtual, please visit our contact page. 
  7. Severability. If any portion of the Terms of Service that is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, the Terms of Service as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the Terms of Service that is unlawful, void or unenforceable shall be stricken from the Terms of Service. You agree that the Terms of Service is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages or the necessity of posting bond.
  8. No Waiver. You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms of Service (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Any waiver of our rights or remedies, or of any breach of the Terms of Service, must be in writing and signed by us.
  9. Entire Agreement. The Terms of Service, as amended, and the documents incorporated herein, constitute the sole and entire agreement between you and us regarding the Terms of Service and the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the same.
  10. Relationship of the Parties. The parties are independent contractors. This Terms of Service does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
  11. Force Majeure. Neither party shall be liable to the other for any loss or damage attributable to, and neither party shall be deemed to be in default hereunder as a result of, any failure or delay in performance caused by Force Majeure (as defined below). Both parties shall use all reasonable efforts to minimize the consequences of Force Majeure.  As used in this Section, the term “Force Majeure” means strike, lockout, earthquake, hurricane, flood, fire, or other acts of God or nature, war, rebellion, civil disorders, laws, regulations, acts of civil or military authorities (including the denial or cancellation of any necessary license), epidemics, pandemics, and other public health emergencies, criminal or malicious acts of third parties, unavailability of materials, carriers or communications facilities, Internet and network disruptions, and any other causes beyond the reasonable control of the party whose performance is affected. “Force Majeure” shall not include economic hardship, changes in market conditions, and/or insufficiency of funds.

Binding Arbitration

Without limiting your waiver and release in Section 12, you agree to the following:

  1. Purpose. Any and all Disputes (as defined below) involving you and Zirtual will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 19 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms of Service, this Section 19 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
  2. Definitions. The term “Dispute” means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms of Service or any prior agreement; (3) claims that arise after the expiration or termination of these Terms of Service; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class.  As used in this Arbitration Provision, “Zirtual” means Zirtual and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Services or the Software.
  3. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Zirtual by email to support@zirtual.com.  
  4. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Zirtual may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
  5. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Zirtual about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms of Service, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Zirtual agree otherwise, any arbitration hearing will take place in Columbus, Ohio. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
  6. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
  7. Arbitration Fees and Costs. The payment of the JAMS fees and costs will be governed by the JAMS Rules. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you shall reimburse Zirtual for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Zirtual will pay all fees and costs that it is required by law to pay.
  8. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. In this event, exclusive jurisdiction and venue for the adjudication of the Dispute shall be in the federal and state courts in and for Columbus, Ohio and you hereby consent to the exercise of jurisdiction by such courts. WHETHER IN COURT OR IN ARBITRATION, YOU AND ZIRTUAL CONNECT AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.