Term & Conditions
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE VIRAL LOOPS SOFTWARE AND THIS WEBSITE.
YOUR USE OF THE VIRAL LOOPS SOFTWARE AND THIS WEBSITE WILL INDICATE THAT YOU ACCEPT THESE TERMS.
These Terms of Service create a binding agreement (the "Agreement") between you and VIRAL LOOPS regarding your use of VIRAL LOOPS services and associated software ("Services").
VIRAL LOOPS (“Viral Loops,” “we,” or “us”) is an online viral and referral marketing platform (the “Service”) offered through the URL www.viral-loops.com (we’ll refer to it as the “Website”) that allows you to, among other things, create, send, and manage certain marketing campaigns, including, without limitation, prelaunch campaigns, referral and ambassador programs, giveaways, emails, advertisements, and mailings (each a “Campaign,” and collectively, “Campaigns”).
To create an account you must register your personal or company name, a username, physical address, email address and credit card information (the "Registration Information") for the B2C (end-users directly) payable versions. Upon completion of registration, you assign a password to your account. You are responsible for maintaining the confidentiality and security of your Registration Information and for any and all activity that occurs under your account. You must notify VIRAL LOOPS immediately if an authorized third party accesses it or if there is any unauthorized use of your email address or if you become aware of any security breach. You agree that any person notified of your username or password is authorized to act as your representative for the purpose of use (and / or transaction via) of this Website. Please note that you are entirely responsible if you do not preserve the confidentiality of your password.
2. Data, Information and Privacy
You agree that VIRAL LOOPS may collect, use, process and store information about you and your use of the Services, You acknowledge that VIRAL LOOPS acts only as a passive conduit of such information, and that VIRAL LOOPS will not monitor or disclose such information, except as needed to provide the Service or as otherwise required by law. In addition, information that you submit to VIRAL LOOPS in connection with the Services will be handled in accordance with our privacy statement located in Annex C of the main agreement. VIRAL LOOPS may use information collected by VIRAL LOOPS, including technical or diagnostic information, your suggestions or feedback, to maintain, improve and enhance the Services.
3. Use of VIRAL LOOPS Web Application
3.1 This Web Application and its content is copyright of VIRAL LOOPS. All rights reserved. This Website contains material which is owned by or licensed to VIRAL LOOPS. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Except as specifically permitted, no portion of this Website may be distributed or reproduced by any means, or in any form, without VIRAL LOOPS’ prior written permission. You do not acquire any ownership rights to any part of the Website. Any unauthorized use terminates the permission or license granted by VIRAL LOOPS, and you must immediately destroy any downloaded or printed materials.
3.2 Your use of any information or materials on this Website is entirely at your own risk, for which VIRAL LOOPS shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Website meet your specific requirements.
3.3 Unauthorized use of this Website may give rise to a claim for damages and/or be a criminal offence. VIRAL LOOPS reserves the right to prevent you from making use of this Web Site and from making any purchase.
4. Your Responsibilities as a VIRAL LOOPS User; License to Your Content
4.1 You are responsible for the content of all visual, written or audible communications, files, documents, videos, recordings, and any other material ("Content") used in connection with your account. VIRAL LOOPS will not be liable to you or any others for any loss or damages due to your use of the Services or of the website. You agree to indemnify, defend and hold harmless VIRAL LOOPS against all claims, expenses, liabilities, losses, costs, and damages, including reasonable attorney's fees, that the Indemnitees may incur (i) in connection with your use of the Website; (ii) resulting from content or information you supply (iii) your breach of any of these Terms of Service.
4.2 You agree not to upload, post, email, store, transmit, or otherwise make available or use Content that creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal; may create a risk of any other loss or damage to any person or property; seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; is sexually explicit or pornographic; violates, or encourages any conduct that violates laws or regulations; contains any information or content VIRAL LOOPS deems to be hateful, violent, harmful, threatening, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, vulgar, obscene or otherwise objectionable by VIRAL LOOPS; contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); infringes any third party's Intellectual Property Rights, privacy rights, publicity rights, or other personal or proprietary rights; contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or is fraudulent, false, misleading, or deceptive.
4.3 You agree not to engage in any of the following prohibited activities: Use, display, mirror or frame the Service, any individual element within the Service, the VIRAL LOOPS name, trademark, logo or other proprietary information, or the layout and design of any page, without VIRAL LOOPS’ explicit prior written consent; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by VIRAL LOOPS or any other third party (including another user) to protect the Services or VIRAL LOOPS Content; Attempt to access or search the Services, user’s Content or VIRAL LOOPS content or scrape or download user’s content or VIRAL LOOPS content from the Services, or otherwise use, upload content to, or create new links, reposts, or referrals in the Service through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by VIRAL LOOPS or other generally available third party web browsers; Access, tamper with, or use non public areas of the Service, VIRAL LOOPS computer systems; Attempt to probe, scan, or test the vulnerability of any VIRAL LOOPS system or network or breach any security or authentication measures; upload, download, transmit, store, or otherwise make available any code or material that harms or interferes with any device, software, network or service; Send any unsolicited or unauthorized spam and spam comments on posts, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation; Use VIRAL LOOPS’ user information to forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Except for use of a "No Pin" instruction, use any meta tags or other hidden text or metadata utilizing a VIRAL LOOPS trademark, logo, URL, or product name without VIRAL LOOPS’ explicit prior written consent; Use the Service for any commercial purpose or the benefit of any third party, except as otherwise explicitly permitted for you by VIRAL LOOPS or in any manner not permitted by the Terms; Request, collect or store username, password, token or any other account authentication information from other users; Violate any applicable law or regulation (including but not limited to laws governing intellectual property rights, online conduct or online content); or encourage or enable any other individual to do any of the activities prohibited in these Terms of Service.
4.4 You agree that you have all the rights, licenses, and permissions from third parties to use, reproduce, publish, and display Content belonging to others.
4.5 VIRAL LOOPS reserves the right, but is not obligated, to remove any Content for any reason or for no reason, including Content that VIRAL LOOPS believes violates these Terms of Service.
You may (depending on your tariff and license model) be required to download and install VIRAL LOOPS software ("Software"). In that event, VIRAL LOOPS agrees to provide you with a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software in accordance to the terms of this Agreement. You may not use the Software for anything other than as intended by VIRAL LOOPS in connection with your use of the Services. You may not use the Software with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by copyright laws. All rights not expressly granted by VIRAL LOOPS are hereby reserved. You agree not to take any action to interfere with VIRAL LOOPS ownership of or rights in the Software. You agree that, unless otherwise permitted in this license or by law, you will not: (i) reproduce, republish, display, frame, download, distribute, or transmit the Software; (ii) to the extent permitted under applicable law redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to the Software; (iii) modify or create any derivative works based on the Software, including customization, translation, or localization; (iv) copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any software or files, or parts thereof, included as part of the Software; (v) except to the extent expressly permitted by law, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software, or in any way ascertain, decipher, or obtain the communications protocols for accessing the Software, or the underlying ideas or algorithms of the Software; (vi) create or use any software other than as authorized by VIRAL LOOPS to access the Software; (vii) attempt to gain unauthorized access to the Software or to any account, application, platform, computer system or network associated with the Software; (viii) use the Software in any way that violates this Agreement, or any other agreements between you and VIRAL LOOPS, or any law; and (ix) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or associated with the Services.
6. Campaign content
Viral Loops takes no responsibility and assumes no liability for any campaign content that you or any other user or third party posts, sends, or otherwise makes available over the Product/Service. You shall be solely responsible for your campaign content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Product/Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your campaign content. You understand and agree that you may be exposed to campaign content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Viral Loops shall not be liable for any damages you allege to incur as a result of or relating to any campaign content.
7. Third-Party Links and Information
Certain users may post promotional or marketing materials, which may include the ability for users to purchase products or services from such certain users, via the Product/Service; however, you will be exposed to such options on the Product/Service only if you select to do so, such as by participating in a campaign, following or friending such users. Your dealings with or participation in any such promotions, or purchases of any goods and services, found on the Product/Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such certain users. You agree that you are interacting with such other users at your own risk and Viral Loops shall not be responsible for any loss or damage of any sort relating to your dealings with such users, and expressly relieve and release Viral Loops of any such responsibility.
8. Availability of the Service-Modifications & Changes
The Services may not be available during system maintenance which is normally scheduled for limited time each quarter and you will receive respective notification at least 5 days before system maintenance starting time. VIRAL LOOPS may make modifications to its features or any Services (including adding and deleting features) to comply with laws and regulations or to enhance or update the Services or the Software used to provide them. VIRAL LOOPS may also change its price list without prior notice. VIRAL LOOPS owns all the proprietary rights and interests in the Services and Services websites.
9. Suspension or Termination of the Services
9.1 You agree that VIRAL LOOPS may suspend or terminate your access to the Services without notice and liability for any reason if: (a) VIRAL LOOPS determines that you have violated this Agreement or (b) VIRAL LOOPS is required to do so by any court or government authority in any country or (c) VIRAL LOOPS is required to do so to protect its interests.
9.2 VIRAL LOOPS may, upon such termination, deactivate or delete your account and any related data, information, and files, and bar any further access to such data, information, and files. Such action may include, among other things, accessing your Content or data and/or discontinuing your use of the Services without refund or compensation. VIRAL LOOPS will issue a refund when appropriate.
9.3 You agree that VIRAL LOOPS has no obligation to monitor your use of the Services but has the right to do so to ensure your compliance with this Agreement, or to comply with any law, order, or requirement of any court or government authority in any country.
9.4 You are bound to comply with the following sections of this Agreement even after you are no longer using the Services: Sections 4,5,9 (as to amounts due and owing), 11 and 12.
10. Beta Services
VIRAL LOOPS may make available a "beta" version the Services ("Beta Services") for evaluation and feedback. Beta Services are Services that are in an early development stage and not available as standard product offerings. You are not obligated to use Beta Services, but if you elect to do so, you agree to the following additional terms: (a) Beta Services may contain bugs, errors and other problems and is provided to you "AS IS"; (b) VIRAL LOOPS makes no warranties and disclaims all liability with respect to the Beta Services; and (c) you agree to respond to VIRAL LOOPS questions and inquiries regarding your use of the Beta Services. You agree that VIRAL LOOPS has not made any promises or guarantees that Beta Services will be announced or made available in the future and that VIRAL LOOPS has no obligation to announce or introduce the Beta Services. If you provide feedback regarding the Beta Services, you agree that VIRAL LOOPS may use and incorporate into VIRAL LOOPS products and services any suggestions, ideas, recommendations, bug reports, or other feedback that you provide to VIRAL LOOPS without compensation. VIRAL LOOPS may suspend or terminate access to Beta Services (and delete any Content or data provided to VIRAL LOOPS with respect to such Beta Service(s)) at any time, without notice and without compensation.
You agree that VIRAL LOOPS may (if applicable as per your selected tariff plan) charge your credit card or bill you for all amounts due and owing for your use of the Services. VIRAL LOOPS reserves the right to claim interest at the highest rate permitted by law on any payment that is not received when due. You agree to notify VIRAL LOOPS in writing of any disputed fees within ten (10) days from the date that your account is charged. VIRAL LOOPS may suspend the Services for non-payment of undisputed fees. VIRAL LOOPS is entitled to recover a reasonable amount expended in connection with the collection of fees not paid when due. You agree to pay any taxes or governmental charges charged for your use of the Services.
12. No Warranties
YOUR USE OF ANY INFORMATION OR MATERIALS ON THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK, FOR WHICH VIRAL LOOPS SHALL NOT BE LIABLE. IT SHALL BE YOUR OWN RESPONSIBILITY TO ENSURE THAT ANY PRODUCTS, SERVICES OR INFORMATION AVAILABLE THROUGH THIS WEBSITE MEET YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO USE THE SERVICES AT YOUR OWN RISK. YOU AGREE THAT VIRAL LOOPS AND ITS SUPPLIERS, RESELLERS, AFFILIATES AND VALUE ADDED SERVICES PROVIDERS WILL NOT BE RESPONSIBLE FOR ANY HARM TO ANY DEVICE, ANY LOSS OF DATA, OR ANY OTHER HARM THAT RESULTS FROM YOUR USE OF THE SERVICES. VIRAL LOOPS DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR OTHER. VIRAL LOOPS DOES NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT.
13. Limitation of Liability
YOU AGREE THAT VIRAL LOOPS WILL NOT BE LIABLE TO YOU OR ANY OTHERS FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES EVEN IF VIRAL LOOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF VIRAL LOOPS AND ITS SUPPLIERS, RESELLERS, AFFILIATES AND VALUE ADDED SERVICES PROVIDERS TO YOU FOR ANY CLAIM WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO VIRAL LOOPS FOR THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM.
14. Cancellations and refunds
14.1 Cancellations You can cancel your Viral Loops subscription at any time. You do not need to provide a reason why you are canceling, but we would be interested in hearing why. Please note that you must cancel your subscription before it renews for a subsequent month in order to avoid being charged for the next month's subscription fee. If you cancel your subscription, the cancellation will become effective at the end of the then-current monthly subscription period.
14.2 NO REFUNDS Any type of refund will not be provided for any subscription¹. We do not provide credit refunds or prorated billing for subscriptions that are cancelled mid-month. In such a circumstance, you will continue to have access to your subscription until the end of the plan’s billing cycle. Viral Loops reserves the right to offer refunds, discounts, credits or other consideration in selected circumstances at its sole discretion. Please note that each circumstance is unique and election to make such an offer in one instance does not create the obligation to do so in another. In any case you can submit a refund request by emailing on: firstname.lastname@example.org by providing the reason for such a request.
15. Other Legal Terms
15.1 VIRAL LOOPS may change these Terms of Service any time. If VIRAL LOOPS makes a change to the Terms of Service the revised terms will be sent via email to the customer email address stated on the first page of the main agreement (“AGREEMENT FOR THE VIRAL LOOPS SERVICE PROVISION”) at least 5 days before going into effect. You agree that your continued use of the Services after this these Terms of Service have been changed means that you have agreed to the changed terms.
15.2 Trade names, trademarks, service marks, logos, and domain names of each party are considered their respective "Marks." VIRAL LOOPS retains ownership of all proprietary rights in all its Marks and Marks associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any VIRAL LOOPS Marks, or other proprietary information (including images, text, page layout, or form) of VIRAL LOOPS without VIRAL LOOPS’ explicit prior written consent. You may not use any meta tags or any other "hidden text" utilizing VIRAL LOOPS Marks without VIRAL LOOPS’ explicit prior written consent. You shall retain ownership of all proprietary rights, copyright and any other rights you already hold in your Marks.
15.4 These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any such attempted transfer or assignment in violation hereof shall be null and void. VIRAL LOOPS may assign or delegate its rights and obligations under these Terms of Service either in whole or in part, without your prior consent.
15.5 Neither party will be responsible for failure of performance due to causes beyond its control, like, for example, accidents of God, labor disputes, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion of the Internet.
15.6 You agree that if VIRAL LOOPS fails to assert any legal right or remedy under these Terms, this will not be taken to be a formal waiver of VIRAL LOOPS’ rights and that those rights or remedies will still be available to VIRAL LOOPS.
15.7 If for any reason, a provision of this Agreement is held to be invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
15.8 You agree that we shall have no indemnification obligation with respect to any claims (i) arising out of or related to your data (ii) to your violation of any applicable laws; (iii) your violation, whether alleged or actual, of any third party rights, including but not limited to data protection and privacy rights.
15.9 These Terms of Service and your relationship with VIRAL LOOPS shall be governed by the laws of England without regard to its conflict of laws provisions and any related dispute shall be settled by the competent Courts of London – England.
16. Non-Disclosure clause
In consideration of the mutual business covenants between the parties and other good consideration and specifically for pre-launch campaigns where a message and other material are becoming public beforehand, the parties agree as follows:
- 16.1 INFORMATION DISCLOSED Both parties need to receive certain confidential information, which may include (non extensive list):
Discloser product design, trade secrets, Templates under IP of the vendor, Methodologies, Discloser business strategy, and any other information designated verbally or in writing as confidential about the Discloser
For avoidance of misunderstanding, Viral Loops is a zero-touch / self-service viral campaign SAAS system, where users are creating campaigns by themselves. If a user creates a campaign similar to the campaign in subject this is not considered a bridge of the NDA clause mentioned and analysed in these terms and conditions under the Non-Disclosure clause.
- 16.2 USE OF INFORMATION Both parties agree to hold the disclosed confidential proprietary information for internal use only (building the viral campaign in subject) in the furtherance of the mutual business enterprise which is further described as follows:
The confidential information may only be used when using the system to create a viral campaign or assisting the Discloser for the benefit of the Discloser. In more details Viral Loops needs to:
- a. Keep the Confidential Information in strict confidence, and the Recipient and its Representatives shall not, without the prior written consent of the Discloser, disclose the Confidential Information, in whole or in part, in any manner whatsoever, except as expressly authorised herein;
- b. Ensure that the confidentiality of the Confidential Information is preserved and protected and shall not use the Confidential Information for any reason other than the Confidential Purpose;
- c. Not use or employ the Confidential Information for any other commercial or operations purpose, nor in connection with any similar project undertaken by it, nor in any manner detrimental to the Discloser, its Affiliates or their respective Representatives;
- d. Not, directly or indirectly, through any entity, do anything with the Confidential Information received by it, in whole or in part, including reverse engineering, disassembling and analyzing, that is intended to reveal the source code, trade secrets and processes not disclosed directly to the Recipient unless explicitly permitted to do so by separate agreement;
- e. Disclose only those portions of the Confidential Information to its Representatives and to those Director’s or employees of subsidiaries as are required in order to perform the Confidential Purpose and only to those Representatives who need to know the Confidential Information and who have been informed of the confidential nature of the Confidential Information and who have been instructed and have agreed to use the Confidential Information solely for the purpose set forth herein and in accordance with the terms of this Agreement;
- f. Be responsible for the compliance by its Representatives with the terms of this Agreement, be liable for any breach of this Agreement by it or any of its Representatives, and indemnify and keep the Discloser and the Discloser’s Representatives indemnified in full against any and all loss whatsoever and howsoever arising from any unauthorized disclosure or use of the Confidential Information by the Recipient or the Recipient’s Representatives;
- g. Not disclose to any person other than according to the terms of this Agreement, without the prior written consent of the Discloser:
any Confidential Information;
the fact that the Confidential Information has been made available to the Recipient; nor
anything relating to the Confidential Purpose or that discussions are taking place between the Parties regarding the Confidential Purpose;
except if the Recipient or its Representatives are legally compelled or required by legal or regulatory process to disclose any Confidential Information. Prior to any such disclosure, the Recipient shall immediately provide to the Discloser written notice of that obligation so that the Discloser may seek a protective order or other appropriate remedy or waive compliance by the Recipient with this clause. In the event that such protective order or other remedy is not obtained, or the Discloser waives compliance with the provisions of this Agreement relating to the confidentiality and non-disclosure of the Confidential Information, the Recipient or its Representatives may furnish only that portion of the Confidential Information which, in the opinion of its legal counsel, it is legally required to disclose, and in such case the Recipient shall exercise reasonable commercial efforts to obtain assurance that the Confidential Information to be disclosed is accorded appropriate confidential treatment;
- h. Make copies of the Confidential Information only to the extent strictly necessary to the Confidential Purpose; and
- i. Keep the Confidential Information relating to the other Party and any copies of it secure and in such a way as to prevent unauthorised access or theft by any third party.
- 16.3 NON-DISCLOSURE Both parties agree not to disclose Discloser confidential information to any third parties.
- 16.4 PROTECTION OF CONFIDENTIALITY Both parties agree that they have to protect the confidentiality and take all reasonable steps to prevent disclosure and use of the confidential information to prevent it from falling into the public domain or possession of unauthorized people . Each party will advise the other Party in writing regarding any misappropriation or misuse by any person of the confidential information.
- 16.5 RETURN OF MATERIALS Any materials or documents owned by the Discloser will be promptly returned by Viral Loops to Discloser upon request, or at the conclusion of Viral Loops work with the Discloser.
- 16.6 PATENT OR COPYRIGHT INFRINGEMENT Nothing in this Agreement is intended to grant any rights under any patent or copyright of Discloser.
- 16.7 TIME PERIOD The obligations of Viral Loops hereunder shall survive for the period needed until the pre-launch campaign go live. For non campaign-related info, the obligation will survive for the period of three (3) years after the disclosure of the confidential information or for as long as such information shall remain a trade secret under applicable law, whichever is longer.
- 16.8 ASSIGNMENT This agreement may be assigned by any party to affiliates or new legal entities formed by the Discloser, upon other parties’ prior to the agreement.
- 16.9 MISCELLANEOUS This agreement shall be governed by, and construed in accordance with, the laws of England, including all matters of construction, validity, and performance. Venue for any action hereunder or related hereto shall be in any state or federal court with competent jurisdiction. The Vendor hereby submits and waives any objections to the jurisdiction of such courts. This Agreement is binding upon and for the benefit of the parties, their successors and assigns, provided that the right to confidential information may not be assigned. Failure to enforce any provision of the Agreement shall not constitute a waiver of any term hereof.
17. Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”).
If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or distribute Campaigns or other Content through the Service to anyone located in the EEA (each such Member an “EEA Member”) in creating your Campaign participant list, launching Campaigns via the Service, and/or otherwise collecting information as a result of creating or managing Campaigns, you represent and warrant to Viral Loops that:
- 17.2 You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Viral Loops and to enable such data to be lawfully collected, processed, and shared by Viral Loops for the purposes of providing the Service or as otherwise directed by you.
- 17.3 You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.
- 17.4 You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Viral Loops to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service in accordance with and as described in the Cookie Statement.
- 17.5 You will sign and return Viral Loops’ Data Processing Addendum, which sets out your and Viral Loops’ obligations with respect to data protections and security when processing personal information. Once signed, the Data Processing Addendum will form part of and be incorporated into the Agreement. To request a DPA, please email email@example.com from the email address associated with your Viral Loops account.
In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 17.
¹Within the European Economic Area and Switzerland, you may have a statutory right to withdraw from the plan for any or no reason within 14 calendar days of the day your order is confirmed.
Updated May 24, 2018