Terms of Service
Last Updated: September 27th, 2024
These Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Services (as defined in Section 2.1). These Terms are between you and Virtuo Inc. (“Virtuo”, “we”, or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have the full legal authority to bind your employer or such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I agree” (or similar button or checkbox) that is presented to you.
PLEASE NOTE THAT IF YOU SIGN UP FOR A SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (I) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY; (II) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS; AND (III) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
1. LEGAL AGREEMENT
1.1 Acceptance of Our Terms. These Terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access the Services, whichever is earlier. These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or a similar button or checkbox) at the time you register for a Service. For greater certainty, these Terms include any hyperlinks hereto and any other document executed by the parties that incorporate these Terms by reference. If you do not agree with, or cannot comply with, these Terms, then you may not use the Services.
1.2 Personal Information. You acknowledge and agree that by providing us with your personal information, using our Services, or otherwise interacting with us, you consent to the collection, use, and disclosure of such information in accordance with our Privacy Policy, and for the purposes identified to you at the time you provide the personal information. To view our Privacy Policy, please visit the following hyperlink: https://virtuo.com/privacy-policy/.
1.3 Changes to the Services or these Terms. We reserve the right to update, change, or replace any part of the Services or these Terms by posting updates and/or changes to the website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.
1.4 International Use. Accessing the Services in certain countries may not be lawful, and we make no representation that the Services are appropriate or available for use in locations outside Canada. If you choose to access the Services from outside Canada, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Services or these Terms.
2. SERVICES
2.1 Description of Services. We provide an online platform where homeowners, purchasers, buyers, lenders, brokers and builders can connect and upload, download, access, transfer, and share content2. These Terms govern your use of our online platform, including access to our chatbot and services made available
on our website and including all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with our services (collectively, the “Services”).
2.2 Users. As a user of the Services, you may be a homeowner, purchaser, buyer, lender, broker or builder, depending on the nature of your activity through the Services.
2.3 Limited License Grant. Subject to your continued compliance with these Terms and the restrictions set out in Section 2.5 below, we grant you a non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the Services for your business purposes.
2.4 Representations and Warranties. As a condition of your use of the Services, you represent and warrant that: (a) you, or your legal guardian using the Services on your behalf, have reached the age of majority in your province or territory of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Services in accordance with these Terms; (d) all information supplied by you via the Services is true, accurate, current, and complete; (e) you have not previously been suspended or removed from our Services; (f) your use of the Services will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; and (g) your registration and use of the Services comply with all applicable laws and regulations.
2.5 Prohibited Activities. You are prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to reproduce, duplicate, copy, sell, resell, or exploit the Services, access to the Services, or any portion of the Services without our express written permission; (l) to transmit any advertising or promotional materials; or (m) to interfere with or circumvent the security features of the Services, or any related website, other websites, or the Internet.
2.6 Free and Beta Services. You may receive access to certain Services or product features on a free, fully discounted, or trial basis or as an alpha, beta, or early access offering (“Free and Beta Services”). Use of Free and Beta Services is limited to the period specified by us. We may terminate your use of Free and Beta Services at our discretion at any time, without liability to you. We may modify Free and Beta Services at any time for any reason. Free and Beta Services may be inoperable, incomplete, or include features that we may never release, and their features and performance information are our confidential information. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, WE PROVIDE NO WARRANTY, INDEMNITY, SERVICE LEVEL AGREEMENT, OR SUPPORT FOR FREE AND BETA SERVICES AND WE WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR YOUR USE OF FREE AND BETA SERVICES
3. YOUR ACCOUNT
3.1 Account Information. To access certain Services, you may be required to create an account (“Account”). You are responsible for ensuring the accuracy of the information included in your Account, including updating your information as necessary. By registering for an Account, you are representing and warranting that: (a) you own or have sufficient authorization to use the computer, mobile device, technology, or other device you use to access the Service; and (b) you will access and use the Services solely in accordance with, and for the purposes consistent with, these Terms. Only one person may use an Account; two or more people may not share an Account.
3.2 Account Security. All activity conducted in connection with your Account will be your responsibility, as you are deemed to be in sole possession and control of the confidential password necessary to access your
Account. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username, email and password. If your username, email or password is lost or stolen, or if you believe there has been unauthorized access to your Account by a third party, you must notify us immediately and change your password as soon as possible.
3.3 Suspension or Termination of your Account. Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
4. PAYMENT
4.1 Plans. Your billing payment amount, frequency (“Plan Period”), and Service plan tier details are available in your Account (your “Plan”). Your Plan may be one of the following:
(a) Paid Monthly Plans. When you sign up for a paid monthly Plan, you will be asked to select your monthly Plan tier, pricing, and features as described on our website or mobile app (a “Monthly Plan”). When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month (except if that day lands on a holiday or weekend, in which case we will bill you on the next possible day), based on the date that you started your Monthly Plan or as otherwise stated when you selected your Monthly Plan.
(b) Free Plan. We offer Free and Beta Services through our free plan (“Free Plan”) with the features and limits described on our website or mobile app. If you use the Free and Beta Service under the Free Plan and you want to access additional features and benefits not included in the Free Plan, you will be required to upgrade your Account to a paid Plan.
(c) Pay As You Go Plan. We offer a pay-as-you-go plan (“Pay As You Go Plan”) to access the Service. If you are using a Pay As You Go Plan, you will have access only to the features of the Service included for the applicable single transaction fee described in the relevant pricing portions of our website or mobile app.
4.2 Payment. If you have a paid Plan or otherwise have an outstanding balance with us, you must provide us with valid debit or credit card information and authorize us to deduct your charges against that card. You will replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we are authorized to deduct any charges on your Account against the new card. You represent and warrant that you are authorized to use any card associated with your Account, and that all charges may be billed to that card and will not be rejected. If we are unable to process your card order, we will try to contact you by email and may suspend your Account until your payment can be processed. We may agree to other payments methods with you, including payment by cheque.
4.3 Renewal and Cancellation. Your Plan will automatically renew at the end of the applicable Plan Period (“Renewal”). You may cancel your paid Plan within thirty (30) days prior to the end of the then applicable Plan Period by contracting us at hello@virtuo.com or via the “Cancel Renewal” feature on your Account, if applicable. The cancellation will take effect at the end of the then-current Plan Period. We do not provide refunds or credits for your cancellation of a paid Plan before the expiration of a Plan Period.
4.4 Changes to Fees. We may change the pricing of the Plans from time to time. We will communicate any price changes to you in advance and, if applicable, how to accept those changes. Subject to applicable law, you are deemed to accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by notifying us prior to the price change going into effect.
4.5 Third Party Payment Provider. Payment for Services may be made through our payment gateway provider. You may be required to submit your payment details to the relevant third party payment gateway provider, and you may also be required to accept additional terms and conditions in relation to the use of such services. We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third party payment provider.
4.6 Currency and Taxes. All fees with respect to the Services are quoted in Canadian dollars. You are responsible for paying all applicable taxes with respect to the Services.
5. OUR PROPRIETARY RIGHTS
5.1 Our Intellectual Property. We and our licensors have and retain all rights, titles, and interests, including all intellectual property rights, in and to our Services and related to our technology, templates, formats, and dashboards, including any modifications or improvements thereto, made by you or us. Your use of the Services will not create or grant you any rights in or to the Services.
5.2 Brand Features. Except for third party marks, as between you and us, all names, trademarks, service marks, certification marks, symbols, icons, slogans, or logos appearing on the Services are proprietary to us or our affiliates, licensors, or suppliers (“Brand Features”). Use or misuse of the Brand Features is expressly prohibited. Unless otherwise expressly authorized by us in writing, you may not copy or use any Brand Features.
5.3 User License. You grant us a non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Account and use of the Service to promote the Service.
5.4 Feedback. From time to time, you may choose to submit, or we may request that you submit on a voluntary basis, comments, questions, ideas, suggestions, or other feedback relating to the Services to us (“Feedback”). We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
6. TERMINATION
6.1 Suspension or Termination by Us. Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
6.2 Termination by You. You may cancel and terminate your Plan at any time by contacting us. If at the date of termination of your Account, there are any outstanding payments owing by you to us, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
6.3 Accuracy of Information. All website content, materials, and information are provided on an “as is” basis. We are not responsible if information made available through the Services is not accurate, complete, or current. The information on this website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this website is at your own risk.
6.5 Modification of Information and Services. We reserve the right to modify or remove any Service, website content, materials, or information at any time. We cannot and do not review all communications made available on or through the Services, but, although not obligated to, may review, verify, make changes to, or remove any content, materials, or information, including information submitted in connection with the Services or other features at any time, with or without notice to you, in our sole discretion.
7. REMEDIES AND LIMITATIONS
7.1 Third Party Applications. The Services are integrated with, or may otherwise interact with, certain third-party applications, websites, devices, tools, and services to make the Services available to you (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies, and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third Party Applications or for any transaction you may enter into with the provider of any such Third Party Applications. We do not warrant the compatibility or continuing compatibility of the Third Party Applications with the Services.
7.2 NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND ANY OTHER INFORMATION OR MATERIALS ON, IN, OR MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR ANY PARTICULAR PURPOSE; (B) WILL BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT, OR COMPLETE; (C) WILL OPERATE AND BE AVAILABLE WITHOUT INTERRUPTIONS; OR (D) WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.
7.3 No Professional Advice. We do not give professional advice. Unless specifically included with the Services, we are not in the business of providing legal, financial, accounting, tax, health care, real estate, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.4 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless us and our directors, employees, officers, advisors, contractors, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, incurred by any of the Indemnitees, arising out of: (a) your breach of these Terms or the policies they incorporate by reference; (b) your violation of any applicable laws or the rights of a third party; (c) any other user content that you post, contribute, or otherwise submit on or through the Services; or (d) any activity that you engage on or through the Services.
7.5 No Indirect Damages. To the maximum extent permitted by law, in no event will we or our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers, or licensors be liable for: (a) any indirect, consequential, incidental, exemplary, punitive, or special damages; or (b) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, or special, characterized as lost revenue, lost savings or revenue, or lost profits, whether based on contract, tort (including negligence), or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill, or other economic loss.
7.6 Our Limitation of Liability. OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF A BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF: (A) THE AMOUNT PAID BY YOU, IF APPLICABLE, FOR THE SERVICES IN THE ANNUM IMMEDIATELY PRECEDING THE DATE OF THE ACT, OMISSION, OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY HEREUNDER; AND (B) CAD $100.
7.7 Outputs from our Chatbot. Our Services include the availability of a chatbot, which is a computer program utilizing artificial intelligence to simulate oral and verbal conversational responses to your inquiries about your property or the Services (“Chatbot”). You acknowledge and agree that we provide no warranties regarding the accuracy or reliability of the Chatbot’s responses or outputs, the availability of the Chatbot, the security of the data provided to the Chatbot, or the Chatbot’s use of your data to generate outputs. You are solely responsible for your use of the Chatbot’s responses or outputs, and we have no liability to you in relation to your use of, or reliance on, the Chatbot.
7.8 Remedies Available to Us. You acknowledge and agree that the use of the Services in violation of these Terms could cause irreparable harm to us and that in the event of such unauthorized use, we are entitled to an injunction in addition to any other remedies available at law or in equity.
8. GENERAL
8.1 Linking to the Website. We permit links to the homepage of the website, provided that any references and links to the website are fair, legal, and would not reasonably be deemed to damage or take advantage of our reputation. You may not link to the website in a way that suggests or indicates any affiliation, association, or approval between you and us where such affiliation, association, or approval does not exist. In addition, you must adhere to the following conditions if you link to the website: (a) you may not establish a link from any website that is not owned by you; (b) you may not cause the website or portions of the website to be displayed, or appear to be displayed, on any website; (c) you may not link to any part of the website other than the homepage; and (d) you may not take any action with respect to the website that is in violation of, or inconsistent with, any provision set out in these Terms. Where any link to the website includes the use of a Brand Feature, the goodwill in such use will accrue to our sole benefit. You agree to immediately cease linking to the website, and to remove any existing links to the website, upon notice from us. We reserve the right to withdraw our permission to link to the website or to disable any links to the website, at any time, without notice, at our sole discretion.
8.2 Communications. We may be required by law or at your request to send you communications about the Services. You agree that we may send these communications to you via email or by posting them on our website.
8.3 Arbitration. Any and all disputes arising out of your use of the Services will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Alberta in English and governed by Alberta law pursuant to the Arbitration Act, RSA 2000, c A-43 (Alberta), as amended, replaced, or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.
8.4 Governing Law. These Terms will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. You consent and attorn to the exclusive jurisdiction of the courts located in the Province of Alberta.
8.5 Waiver of Class Action. By using the Services, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against us related to any claim, dispute, or controversy arising from your use of the Services. Where applicable, you hereby agree to opt-out of any class proceeding against us otherwise commenced. The foregoing waiver will not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.
8.6 Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms, all without affecting the validity and enforceability of any other remaining provisions.
8.7 Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
8.8 Entire Agreement. These Terms as modified from time to time, and any policies or operating rules posted by us on this website, constitute the entire agreement and understanding between you and us and governs your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
8.9 Contact Information. Questions about these Terms should be sent to us at hello@virtuo.com.