Terms of Service
PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. BY INSTALLING, USING OR ACCESSING THE SERVICE, YOU AGREE TO BECOME BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY. IF YOU DO NOT EXPRESLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN YOU MAY NOT USE OR ACCESS THE SERVICE. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF MAY 01, 2020.
These Terms of Service (“Terms”) are an agreement between you and Univirtual Inc. ("us", "we", "our", and "UniVirtual”), a Delaware, USA company.
These Terms govern your access to and use of websites, software, products and services collectively referred to as Univirtual™ (the “Service”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, or appearing on or through the Service (collectively referred to as “Content”).
These Terms apply to all visitors, users, and others who access and use the Service (“Users”).
Users
Your account with us (and use of the Service) gives you access to the services, content and functionality that we may establish and maintain from time to time and at our sole discretion. You further agree that we may change, alter, or modify the settings or configurations on your computer system in order to allow for or optimize your use of the Service.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, nor for any User’s acts or omissions.
Privacy and personal information
Any information that you provide to us, including first name, last name, email address, and any other information including student data (defined below) or personal information you have provided, may provide, or may be collected by us in connection with your use of the Service (“Your Information”), will be collected, maintained and used in order to provide the Service to you or your institution. Collection and use of Your Information will be in accordance with these Terms, our Privacy Policy any additional terms related to the Service, and any agreement entered into by your educational institution or third-party partner relating to the Service.
You understand that, through your use of the Service, you consent to the collection and use of Your Information.
“Student Data” is any information (in any format) that is directly related to an identifiable current or former student that is maintained by a school, school district, or related entity or organization, or by us, as part of the provision of the Service. Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g).
We agree to treat Student Data as confidential and not to share it with third parties other than as described in our agreement with the educational institution or third party partner.
Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
License
UniVirtual gives you a limited, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to access and use the Service, subject to these Terms and any agreement entered into by your educational institution or third-party partner relating to the Service, solely for the intended use of the Service, and not for competitive intelligence, analysis, or demonstrations.
Unless otherwise specified in writing, all Content is owned, controlled, or licensed by UniVirtual or its licensors. All right, title, and interest in and to the Service (excluding Content provided by third parties) are and will remain the exclusive property of UniVirtual and its licensors. All Content is copyrighted under copyright laws and/or similar laws protecting it from unauthorized use.
The Trademarks, including but not limited to Univirtual Inc. and UniVirtual and their logos, domain names, and other distinctive brand features may not be used without UniVirtual’s express written permission. You may not copy, modify, distribute, sell, or lease any part of our Service, nor may you reverse engineer or attempt to extract the source code of the Service, without our explicit permission. The Service is protected by copyright, trademark, and laws of the United States and of other countries and jurisdictions.
Acceptable use
When using the Service, you must not:
1. circumvent, disable or otherwise interfere with any security related features of the Service or features that prevent or restrict use or copying of the content accessible via the Service;
2. give any false or misleading information or permit another person to use the Service under your name or on your behalf;
3. impersonate any person, or misrepresent your identity or affiliation with any person or give the impression they are linked to us, if this is not the case;
4. use the Service if we have suspended or banned you from using it;
5. send junk, spam, repetitive messages, unsolicited advertising or marketing email, calls, or text messages; or engage in any activities that violate anti-spamming laws and regulations, including but not limited to, the CANSPAM Act of 2003, the Telephone Consumer Protection Act, or other federal, state or local laws relating to emails, calls, or text messages;
6. advocate, promote or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property;
7. modify, interfere, intercept, disrupt or hack the Service or collect any data from the Service other than in accordance with these Terms of Use;
8. misuse the Service by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the Service or any User of the Service’s equipment;
9. threaten, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety or take any action that is likely to harass, upset, embarrass, alarm or annoy any other person; or use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Service in a manner that sends more request messages to the Service than a human can reasonably produce in the same period of time.
10. intentionally create any risk
UniVirtual reserves the right to determine what conduct it considers to be in violation of the rules of acceptable use or otherwise outside the intent or spirit of these Terms, any applicable Additional Terms, or the Service itself. Failure to comply with these rules of acceptable use constitutes a serious breach of these Terms, and may result in our taking all or any of the following actions (with or without notice):
- issue of a warning to you
- immediate, temporary or permanent withdrawal of your right to use our Service;
- legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and
- disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
The responses described in this Section are not limited, and we may take any other action we reasonably deem appropriate.
Changes
UniVirtual may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service.
UniVirtual may permanently or temporarily terminate or suspend your access to the Service without notice or liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
Software
UniVirtual makes available application software to access the Service via a desktop or laptop computer (“Software”).
To use the Software, you must have a desktop or laptop computer that is compatible with the Software. UniVirtual does not warrant that the Software will be compatible with your desktop or laptop computer.
You will need an internet connection to use the Software and may incur additional charges from your internet service or wireless provider for these services. You agree that you are solely responsible for any such charges.
We hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Software for your personal use. You may not:
- modify, disassemble, decompile or reverse engineer the Software;
- rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing or similar services for any third party;
- make any copies of the Software;
- remove, circumvent, disable, damage or otherwise interfere with security related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on use of the Software; or
- delete the copyright and other proprietary rights notices on the Software.
You acknowledge that we may from time to time issue upgraded versions of the Software and may automatically electronically upgrade the version of the Software that you are using on your desktop or laptop computer. You consent to such automatic upgrading and agree that the terms and conditions of these Terms will apply to all such upgrades.
In the event the software stops functioning, you agree to allow us to capture and transmit to our servers, hardware information about the computer you are using to run the software at that time.
Any third-party code that may be incorporated in the Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
The foregoing license grant is not a sale of the Software or any copy thereof, and UniVirtual or its third-party partners or suppliers retain all right, title, and interest in the Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. UniVirtual reserves all rights not expressly granted under these Terms.
The Software originates in the United States and is subject to United States export laws and regulations. The Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Software and the Service.
Accounts and passwords
You will need to create an account to access and use this Service. During the account creation you are required to select a password that will be used to log into the Service. You are solely responsible for maintaining the security and confidentiality of your password, and you are fully responsible for all activities that occur under your account.
You agree to:
- notify us of any unauthorized use of your password or User identification and any other breach of security, and;
- ensure that you exit from your account at the end of each session
You may not sell, transfer, give, or otherwise surrender your account or account password to another party. You may never use another User’s account without permission from us.
Termination
As stated above under “Acceptable Use”, we may suspend or terminate your accounts or cease providing you with all or part of the Service at any time for any reason, including if our provision of the Service is no longer commercially viable.
In such a termination event, the license granted hereunder shall automatically terminate.
If you wish to stop using the Service you may simply discontinue using the Service or request account termination by contacting us.
Any suspension or termination of your account will not affect your obligations to UniVirtual under these Terms or any applicable additional or related Terms. Upon suspension or termination of your access to the Service, or upon notice from UniVirtual, all rights granted to you under these Terms or any applicable additional or related Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.
Disclaimers and liability
Please read this Section carefully since it limits the liability of UniVirtual and its affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “UniVirtual Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
The Service is Available “AS-IS”:
Your access to and use of the Service or any Content are at your own risk. You understand and agree that the Service is provided to you on an “AS IS” and “AS AVAILABLE” basis.
Without limiting the foregoing, to the maximum extent permitted under applicable law, THE UniVirtual ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from any of the UniVirtual Entities or through the Service will create any warranty not expressly made herein.
Third-party links and resources
The Service may contain links to third-party websites or resources. You acknowledge and agree that the UniVirtual Entities are not responsible or liable for:
- the availability or accuracy of such websites or resources; or
- the content, products, or services on or available from such websites or resources.
Links to such websites or resources do not imply any endorsement by the UniVirtual Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Limitation of liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE UniVirtual ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
2. ANY CONDUCT OF ANY USER OR OTHER THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;
Indemnity
You agree to indemnify and hold harmless UniVirtual and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
1. your use of and access to the service, including any data transmitted or received by you;
2. your violation of any provision of these Terms, including without limitation your breach of any of the representations and warranties above;
3. your violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
4. your violation of any applicable law, rule or regulation;
5. your willful misconduct; or
6. any other party’s access and use of your unique username, password or other account data.
Dispute resolution and other terms
Waiver & severability
The failure of UniVirtual to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect; except that in the event of unenforceability of the universal class action/jury trial waiver set forth below, the entire arbitration agreement shall be unenforceable.
Governing law; dispute resolution
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Service will be brought solely in the federal or state courts located in Kent County, Delaware, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
For any dispute with UniVirtual, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that UniVirtual has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, by binding arbitration by Judicial Arbitration and Mediation Services Inc. ("JAMS"), under the Streamlined Arbitration Rules and Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Kent County, Delaware, United States, unless you and UniVirtual agree otherwise.
Nothing in this Section shall be deemed as preventing UniVirtual from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHE RPURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND UNIVIRTUAL INC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE PRODUCTS OR THESE TERMS.
Entire agreement
These Terms and our Privacy Policy are the entire and exclusive agreement between UniVirtual and you regarding the Service, and these Terms supersede and replace any prior agreements between UniVirtual and you regarding the Service.
In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with UniVirtual, the terms and conditions of the written agreement shall control.
UniVirtual reserves the right to revise these Terms at any time, the most current version will always be linked to on our website. If the revision, in our sole discretion, is material we will notify you through the Service or through the email associated with your profile. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms.
The Service is operated and provided by UniVirtual:
Univirtual Inc.
1207 Delaware Ave #1602
Wilmington, DE 19806
United States