Terms of Service

Affiliate. A legal entity that controls, is controlled by, or is under common control with a party, where “control” means owning more than 50% of the voting shares of such entity.

Authorized User. An employee or contractor of Customer or its Affiliates that Customer has registered to access and use the Services.

Confidential Information. Any business or technical information disclosed by one party to the other, including Customer Data, that is identified as confidential or that a reasonable person would understand to be confidential or proprietary.

Customer. The company or legal entity purchasing access to the Services. If you accept these Terms on behalf of an entity, that entity is the Customer.

Customer Data. Data, content, or other materials that an Authorized User uploads, submits, or transmits to be processed through the Services.

Order Form. The document Customer uses to order the Services, signed by both Customer and Viraways.

By accessing or using the Services you represent and warrant that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate, current, and complete; (iii) you will maintain the accuracy of such information; and (iv) if you are accepting these Terms on behalf of a company, you have authority to bind that company to these Terms.

3.1 Services. Customer and its Authorized Users may access and use the Platform during the Platform Term solely for Customer's internal business purposes in accordance with these Terms.

3.2 Support. Viraways provides Platform support via email to support@viraways.com and uses commercially reasonable efforts during standard business hours to assist with technical questions.

3.3 Customer Responsibility. Customer will keep its user IDs and passwords confidential and is responsible for all actions taken under an Authorized User's account, and will comply with all applicable laws in connection with its use of the Services.

3.4 Acceptable Use. You agree not to use the Services in a manner that is illegal or inconsistent with these Terms. In particular, you agree not to:

4.1 Customer Data. Customer is responsible for having its own policies regarding the collection, use, and disclosure of Customer Data, and for obtaining all rights, permissions, and consents necessary for the lawful use of Customer Data in connection with the Services. Customer authorizes Viraways and its subprocessors to process Customer Data as necessary to perform the Services.

4.2 Information Security. Viraways maintains reasonable administrative, technical, and physical safeguards designed to protect Customer's Confidential Information and Customer Data against reasonably foreseeable internal and external risks.

4.3 Usage Data. Viraways may collect and analyze de-identified data relating to the provision, use, and performance of the Services in order to improve and enhance the Services.

5.1 Fees. Customer will pay the amounts specified in the applicable Order Form in accordance with its terms. Viraways may change fees at the end of the then-current term upon 60 days' prior notice.

5.2 Payment. Each invoice is due and payable within thirty (30) days of receipt. All payment obligations are non-cancellable and non-refundable.

5.3 Taxes. All fees are exclusive of taxes, duties, and governmental charges. Customer is responsible for all such taxes, other than taxes based on Viraways' net income.

6.1 Customer Rights. Customer owns and retains the Customer Data, its name, logo, and trademarks, and all intellectual property rights in the foregoing.

6.2 Company Rights. Viraways owns and retains the Services and all improvements, the documentation, the Usage Data, and all intellectual property rights therein. No implied licenses are granted.

6.3 Feedback. If you provide feedback or suggestions, you grant Viraways a worldwide, non-exclusive, royalty-free license to use that feedback to improve its products and services.

Each party will use the other's Confidential Information only as necessary under these Terms and will protect it using at least a reasonable standard of care. These obligations remain in effect during the Platform Term and for three (3) years thereafter, and indefinitely for trade secrets.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Viraways MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9.1 Term. These Terms remain in effect so long as you are a user of the Services. You may terminate them by ceasing all use of the Services.

9.2 Modification. Viraways reserves the right to revise these Terms at any time at its sole discretion. Material changes will be communicated, and continued use of the Services after changes take effect constitutes acceptance.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO Viraways IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full force. These Terms are governed by the laws of the jurisdiction in which Viraways is established, without regard to conflict-of-law principles.

Questions about these Terms can be sent to legal@viraways.com, or by mail to Velqant GMBH, Hammer Str. 19, 40219 Düsseldorf, Germany.