Virtual Scale Terms of Service
1. Acceptance of Terms
By accessing or using Virtual Scale’s AI-powered customer engagement platform (“Service”), you agree to be bound by these Terms of Service and all policies referenced herein. If you do not agree with any part of these terms, you must not use the Service. These Terms form a legally binding contract between Virtual Scale, Inc. (“Virtual Scale,” “we,” “us,” or “the Company”) and you (“User” or “you”). We may also require that you consent to these Terms (for example, via a sign-up or click-through agreement) to ensure mutual understanding and acceptance. Your use of the Service is also subject to our Privacy Policy (which outlines how we handle your data) and any other applicable agreements or guidelines.
2. Description of Services
Virtual Scale provides AI-powered customer engagement solutions delivered as a SaaS platform. This Service includes various tools and features utilizing artificial intelligence to assist with customer interactions (e.g., chatbots, analytics, and content generation). Users are allowed to access and use these features for legitimate business purposes, such as improving customer support and engagement. However, users are not permitted to misuse the service or use it in ways that violate these Terms or applicable law. Virtual Scale continuously improves the Service, and new features or updates may be added from time to time. Any new features will also be subject to these Terms.
3. User Accounts and Responsibilities
To use certain features of the Service, you may need to create an account. Account Registration: You agree to provide accurate, current, and complete information during registration and to keep it updated. Account Responsibility: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or breach of security. Virtual Scale is not liable for any loss or damage arising from your failure to protect your account information. We may assume that any communications we receive from your account have been made by you. Eligibility: By using the Service, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) and are legally capable of entering into this agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and “you” will refer to both you as an individual and the organization. User Security Obligations: You are responsible for your use of the Service and for any content you provide, including compliance with applicable laws, regulations, and industry standards. You must use reasonable measures to secure your account, such as using strong passwords and safeguarding authentication tokens. If you integrate Virtual Scale with other systems (for example, via API keys), you are responsible for restricting and monitoring access to those keys. You agree to use the Service in compliance with any security guidelines we provide and not to do anything that could harm the security or performance of the Service (such as introducing viruses or attempting to circumvent security measures).
4. Acceptable Use Policy
We expect all users to use Virtual Scale’s Service responsibly and lawfully. By using the Service, you agree NOT to engage in any prohibited conduct. In particular, you shall not: Illegal Activities: Use the Service for any unlawful purpose or in furtherance of illegal activities. This includes, but is not limited to, violating any laws or regulations applicable to your use of the service (for example, privacy laws, export control laws, or consumer protection laws). Harmful or Offensive Content: Use the AI tools to generate or share content that is hateful, harassing, defamatory, obscene, or discriminatory, or that promotes violence or illegal activity. You must not engage in hate speech, harassment, bullying, or target anyone for abuse. Intellectual Property Violations: Upload, post, or transmit any content that infringes or misappropriates any third-party’s intellectual property or proprietary rights. You are responsible for ensuring you have the necessary rights to any data or content you use with the Service. Security Violations: Attempt to probe, scan, or test the vulnerability of the Service or any related system or network, or breach any security or authentication measures. Do not attempt to circumvent any content filtering techniques we employ or access areas of the Service that you are not authorized to access. Also, you must not use the Service to distribute malware, viruses, spam, or any other harmful code. Interference and Misuse: Interfere with or disrupt the integrity or performance of the Service. This includes avoiding excessive usage that is not in line with intended use (for example, initiating automated requests at a volume that impairs the Service’s stability) or using the Service to spam or engage in mass unsolicited communications. You also must not use the Service for any activity that could damage, disable, or overburden our infrastructure. Personal Data Abuse: Except as permitted by our platform’s intended use, do not use the Service to collect sensitive personal data without consent or in violation of privacy laws. You should not attempt to extract data about other users or individuals that you do not have rights to. No Misrepresentation: You will not impersonate any person or entity or misrepresent your affiliation with any person or entity when using the Service. Any content generated using our AI that is presented as factual must not be knowingly false or misleading. You are solely responsible for all text, images, information, or other content that you generate or input into the Service. User-Generated Content: By posting or providing content through the Service, you affirm that you own or have the necessary rights to that content and that it does not violate any third-party rights. While Virtual Scale does not pre-screen user content, we reserve the right (but do not assume the obligation) to remove or disable access to any content that violates these Terms or is otherwise objectionable. Virtual Scale also may suspend or terminate accounts involved in repeated or serious violations (see Termination below).
5. Intellectual Property Rights
Virtual Scale’s Intellectual Property: All rights, title, and interest in and to the Service (including but not limited to our software, algorithms, AI models, features, databases, website, trademarks, logos, and content provided by Virtual Scale) are owned by Virtual Scale and are protected by copyright, trade secret, patent, and other intellectual property laws. Except for the limited use rights expressly granted to you in these Terms, Virtual Scale and its licensors retain all rights in the Service. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes and in accordance with these Terms. You agree not to copy, modify, create derivative works of, distribute, publicly display, or reverse engineer any part of our Service except as permitted by us in writing. All content, trademarks, logos, and other intellectual property displayed on the Service are owned by Virtual Scale (or our partners) and protected by law. Users are not permitted to use, reproduce, or distribute any part of our Service without prior written consent. User Content and Data: You retain ownership of all content, data, or materials that you upload into or generate using the Service (collectively, “User Content”), except for any Virtual Scale materials or output that incorporate our IP. By using the Service to create or store User Content, you grant Virtual Scale a worldwide, royalty-free, non-exclusive license to use, host, reproduce, modify, and display your content solely for the purpose of operating and improving the Service (for example, to process your queries, display results to you, store data for backup, or train and enhance our AI models in accordance with our Privacy Policy). This license enables Virtual Scale to provide the Service to you and is not a transfer of ownership; you continue to own your content. We will not use your proprietary business data or customer data for marketing or share it with third parties except as allowed by these Terms or our Privacy Policy (see Data Usage and Privacy below). You are solely responsible for the legality and appropriateness of your User Content. By providing any User Content, you represent and warrant that you have all necessary rights and permissions to do so, and that such content does not infringe or violate any intellectual property or privacy rights of any third party. Virtual Scale is not responsible for any public disclosure or misuse of your User Content by you or others to whom you give access. We may remove or delete your User Content from the Service upon termination of this agreement (see Termination). AI-Generated Content: Content generated by the Service’s AI features for you may be used freely by you for your legitimate business purposes, provided that you comply with these Terms and any usage guidelines. Virtual Scale makes no claim of ownership over content solely created by the AI based on your inputs; such output is generally considered part of your User Content. However, note that the AI may produce results based on patterns learned from public data, so any AI-generated content is provided “as-is” without warranty, and it is your responsibility to review it for accuracy and compliance (see AI Ethics and Compliance and Disclaimer of Warranties). We reserve the right to use any AI-generated content internally to improve our algorithms and Service, as long as such content is not identifiable to you or your end-users. Feedback: If you provide feedback or suggestions to Virtual Scale regarding our Service, we may use and incorporate such feedback without any obligation to you. You agree that any feedback you provide is given voluntarily and we are free to use it as we see fit, without any restriction or compensation to you. Third-Party IP and Data: Virtual Scale may utilize third-party content, libraries, or datasets (for example, training data for AI models, or third-party software components) as part of delivering the Service. All such materials remain the property of their respective owners. We grant you any usage rights in such third-party materials only to the extent they are incorporated in the Service’s functionality and only for your use of the Service in compliance with these Terms. You must not separate and use those materials outside the Service. Conversely, if you incorporate any third-party intellectual property in the content you use with our Service, you represent that you have obtained all necessary permissions. You agree to respect the intellectual property rights of others when using the platform. If Virtual Scale is notified of alleged copyright or IP infringement within the Service, we may remove the infringing content and/or suspend the responsible account in accordance with applicable law (such as the DMCA).
6. Data Usage and Privacy Compliance
Data Ownership: As noted above, you retain all rights to the data and personal information you (or your end-users) input into the Service. Virtual Scale does not obtain ownership of your personal or customer data. We will only use your data as needed to provide the Service, to fulfill our obligations in these Terms, and as otherwise permitted by you or by law. For example, your data may be used to generate responses, to personalize your experience, or to improve our AI models and services, but always in accordance with our Privacy Policy and applicable law. Data Collection and Use: Our Privacy Policy provides details on the types of data we collect and how we use and process that data (including any personal data). In summary, Virtual Scale may collect data you provide (such as account information, content submitted, and usage logs) and data generated through your use of the Service (such as AI interactions or analytics). We use this data to operate, maintain, and improve the Service (for example, refining AI algorithms), to provide support, and for other purposes described in the Privacy Policy. We will not sell your personal data to third parties. We may use aggregated and anonymized data (stripped of personal identifiers) for analytics, marketing, or to publish insights about Service usage, but this data will not identify you. Data Sharing: Virtual Scale will not share your data with third parties except in the following circumstances: (a) with service providers or subprocessors who assist us in operating the Service (such as cloud hosting providers, analytics services, or customer support tools) – in such cases, these third parties are bound by confidentiality and data protection obligations; (b) if you choose to integrate or enable third-party applications with our Service, we will share data with such third-party at your direction and control; (c) if required by law or in response to a lawful request by public authorities (for example, a court order or subpoena), in which case we will, where legally permissible, attempt to notify you; or (d) in connection with a merger, acquisition, or sale of assets, with appropriate protections and notice. We may also disclose data as necessary to protect our rights or the rights of others, to enforce these Terms, or to investigate fraud or security issues. Data Security: We implement and maintain industry-standard security measures to protect user data from unauthorized access, use, or disclosure. These measures include technical, administrative, and physical safeguards appropriate to the sensitivity of the data. Examples of security practices we follow are: encryption of data in transit (for example, using HTTPS) and at rest, access controls and authentication requirements for our systems, regular security audits and monitoring, and employee training on data protection. We are SOC 2 and GDPR compliant, reflecting our commitment to high security standards and privacy regulations. However, no method of transmission or storage is 100% secure; therefore, while we strive to protect your data, we cannot guarantee absolute security. You should also take steps to secure data when it is under your control (for example, by using strong passwords and protecting access to your account, as described above). User Responsibilities (Data & Privacy): You are responsible for ensuring that your use of the Service (including the collection of personal data through our platform) complies with all applicable data protection, privacy, and employment laws. If you upload or provide personal data of others, you must have the proper authority or consent to do so. User’s Data Obligations: You should not upload sensitive personal information to the Service unless necessary and only in compliance with the law. In particular, avoid uploading data like government-issued identification numbers, financial information, health information, or any special categories of personal data unless you have implemented appropriate safeguards. If you are subject to laws like the GDPR or CCPA, you may need to sign a Data Processing Agreement (DPA) with us; please contact us to arrange this if applicable. Privacy Compliance: Virtual Scale is committed to complying with applicable privacy laws and regulations. We will provide reasonable assistance to you (as a business customer) in responding to data subject requests (for example, if one of your end-users requests access or deletion of their personal data that may be stored in our Service). Users have rights regarding their personal data, such as the right to access, correct, or delete information, as dictated by relevant laws. Details on how we facilitate these rights are in our Privacy Policy. If you believe there has been any unauthorized access to your personal data or suspect any data breach involving your account, you must notify Virtual Scale immediately so we can take appropriate action. By using the Service, you acknowledge and consent to the collection, use, and sharing of data as described in these Terms and our Privacy Policy. If you do not agree to such practices, you must not use the Service.
7. Fees, Payment and Subscription Terms
If you subscribe to any paid plan or purchase any paid features of the Service, you agree to the following payment and subscription terms: Pricing and Plans: Fees for the Service are set forth on our website or in a separately executed order form or contract. We may offer various subscription plans (for example, Free, Pro, Enterprise), which may differ in features, usage limits, and pricing. All prices are in the currency stated and exclude any taxes (unless stated otherwise). You are responsible for any applicable taxes, duties, or charges imposed by governmental authorities (except for taxes on our income). We will clearly communicate the pricing structure, whether it’s a monthly/annual subscription, usage-based fees, or one-time charges, so you know the cost before you commit. Billing Cycle and Auto-Renewal: Subscription services are billed on a periodic basis (for example, monthly or annually) as per the plan you select. Auto-Renewal: To ensure uninterrupted service, subscriptions will automatically renew at the end of each billing cycle for an additional term equal to the original subscription period, unless you cancel your subscription prior to the renewal date. We will charge the then-current subscription fee to the payment method on file at the time of renewal. Virtual Scale may send a reminder or notification before renewal, especially for annual plans, but it is ultimately your responsibility to note your renewal dates. If you do not want to renew, you must cancel the subscription before the next billing cycle begins (see Cancellation below). For any free trial or introductory discount period, once that period ends, your subscription will renew at the standard rate unless cancelled. Payment Method: You must provide a valid payment method (for example, credit card, debit card, or other accepted form) and authorize Virtual Scale to charge it for all fees incurred under your account. By providing your payment details, you represent that you are authorized to use the payment method and that any payment information you provide is true and accurate. We may use a third-party payment processor to handle payments. All payment information is handled securely, and we do not store full credit card numbers on our own servers. Payment Terms: Fees are payable in advance on the first day of each billing cycle, unless otherwise specified. For example, if you have a monthly plan, your card will be charged at the start of each month for that month’s service. If you upgrade your plan or add additional services, any incremental fees will be charged either immediately or in the next billing cycle, as communicated to you. If you downgrade your plan, the change will take effect at the start of your next billing cycle (no prorated refunds for downgrades mid-cycle). Late Payments: If we are unable to process payment using your provided method by the due date, we may attempt to contact you and retry billing. If payment remains past due, Virtual Scale reserves the right to suspend or terminate your access to the Service until payment is received. We may also charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. You will be responsible for any reasonable costs and attorneys’ fees we incur in collecting overdue amounts. Your obligation to pay fees continues through the end of your subscription term, regardless of whether you actively use the Service. Refunds: All fees and charges are generally non-refundable, except as required by law or explicitly stated otherwise. For instance, if the jurisdiction you’re in mandates a cooling-off period or refunds for online subscriptions, we will honor our legal obligations. Outside of such cases, once a charge is processed for a billing cycle, that amount is earned by Virtual Scale. We do not provide refunds or credits for partial use within a billing period, or for unused features. If you believe there has been a billing error, please contact us promptly and we will review the situation. Free Trials and Promotional Offers: Virtual Scale may offer free trials or discounted introductory offers for new customers. Such offers are only for the specified trial period. We reserve the right to determine your eligibility for a free trial (for example, to prevent abuse, we might limit one trial per company). After a free trial ends, you will be charged according to the plan you selected unless you cancel before the trial ends. Any promotions or discounts will apply only during the stated promotional period and are subject to the specific terms of that promotion. Changes in Fees: We may change the fees and charges in effect, or add new fees and charges from time to time, by giving you advance notice. Any fee changes will be effective as of the next renewal period or purchase. If you do not agree to the change, you must cancel your subscription before the new fees take effect. Continued use of the Service after the fee change constitutes your agreement to pay the modified amount. Cancellation: You may cancel your subscription at any time through your account settings or by contacting our support team. If you cancel, your access will continue until the end of the current paid term (unless we specify otherwise), and you will not be charged for the following term. Ensure you cancel before the next renewal date to avoid being charged. Upon cancellation, you will lose access to any paid features or data exclusive to the paid tier at the end of your subscription term. We recommend exporting any important data before cancellation. Note that downgrading to a free tier might result in loss of certain data or features if the free tier limits are exceeded.
8. Service Availability and Performance
Virtual Scale is committed to providing an reliable and high-performing Service to our users. Service Level Objective: While this is not a guarantee, we strive to maintain a high uptime (for example, aiming for 99.9% availability or better) and to ensure the Service is accessible at all times, except for scheduled maintenance or unforeseen emergencies. We design our infrastructure with redundancy and scalability to handle expected loads, and we monitor performance to quickly address issues. However, by using our Service, you acknowledge and agree that 100% uptime is not feasible and there may be occasional interruptions. Maintenance and Downtime: From time to time, we may need to perform scheduled maintenance or upgrades to the Service (for example, to deploy updates, fix bugs, or upgrade hardware). We will endeavor to schedule maintenance during off-peak hours when possible, and to provide advance notice if the maintenance is expected to cause significant downtime. Notification may be given via email or via in-app announcements. Despite our efforts, Virtual Scale cannot guarantee that we will always be able to notify you in advance of an outage, especially if urgent maintenance is required (for example, security patches) or in the case of unexpected incidents. We aim to minimize any disruption to your use of the Service. In the event of unplanned Service interruptions (such as server failures or network outages), our team will work to restore functionality as quickly as possible. Virtual Scale’s support channels will provide updates during a widespread outage. You are encouraged to check our status page (if provided) or contact support if you experience a prolonged or unexpected downtime. Performance Disclaimer: Except as may be provided in a separate Service Level Agreement (SLA) for enterprise customers (if applicable), the Service is provided on an “as is” and “as available” basis (see Disclaimer of Warranties below). This means that while we strive for certain performance levels, we do not legally guarantee that the Service will be uninterrupted, error-free, or meet your specific performance requirements. We do not provide any credits or refunds for downtime unless expressly agreed in a separate SLA or required by law. Your sole remedy for any failure or delay by Virtual Scale in providing the Service shall be your right to terminate the affected subscription as described in Termination below. We have no obligation to modify or customize the Service to accommodate your particular needs, but we welcome feedback and may continuously improve the general Service for all users. Support: Virtual Scale provides customer support for the Service, which may include online documentation, email support, or other channels as described on our website or your plan. We will make reasonable efforts to respond to support inquiries in a timely manner, but do not guarantee any specific response time unless otherwise specified in a support plan. For enterprise customers with dedicated support agreements, please refer to your contract for support terms. All users should also have access to our knowledge base and community forums (if available) for self-help resources. Third-Party Services Impact: If your use of Virtual Scale relies on integration with third-party systems (for example, if Virtual Scale’s AI chatbot is integrated into your website or CRM), note that the availability and performance of our Service can be affected by those external systems. Virtual Scale is not responsible for downtime or degradation due to failures in third-party services, networks, or software that we don’t control (see Third-Party Services below). However, we will reasonably cooperate with you in diagnosing issues that involve our Service. In summary, Virtual Scale will do its best to keep the Service up and running smoothly, with minimal disruptions and with timely support. But in using an online software service, you acknowledge that outages or slowdowns may occur. We encourage you to have contingency plans (for example, backup data exports or alternative processes) for critical operations in case of extended downtime.
9. Compliance with AI Ethics and Regulations
Virtual Scale is dedicated to the responsible and ethical use of artificial intelligence. Both Virtual Scale and Users must ensure that the AI features of the Service are used in accordance with applicable laws, regulations, and ethical guidelines. By using our AI-powered Service, you agree to use it responsibly and comply with the following: Responsible AI Development: Virtual Scale warrants that it has designed and trained its AI systems with adherence to ethical principles such as fairness, accountability, transparency, and privacy. We strive to minimize biases in AI outputs and have implemented measures to prevent the generation of content that is known to be highly biased or harmful. Our AI models are regularly tested and improved to avoid undesirable outcomes. We also provide channels (such as feedback forms or support contact) for you to report any outputs that appear problematic or biased, and we will use such feedback to make improvements. While we aim for our AI to be a “good actor,” we also emphasize that AI is not perfect and can sometimes produce incorrect or biased results (see AI Disclaimer below). AI Usage Guidelines: You agree to use the AI components of the Service in a manner that is consistent with ethical standards and does not cause harm. In particular, you must not use the AI to: (a) knowingly generate false or misleading information with the intent to defraud or deceive others; (b) create content that violates the Acceptable Use Policy (for example, hate speech, harassment, extremist propaganda); (c) engage in unlawful profiling or discrimination (for instance, you should not use the AI to make decisions about individuals in ways that violate anti-discrimination laws or other regulations); (d) develop or deploy weapons, or real-time surveillance systems that would violate privacy or civil liberties; (e) attempt to identify or expose sensitive personal attributes of individuals (like inferring race, political views, health status, etc., from data) in a manner prohibited by law; or (f) violate any established AI ethics guidelines or regulations that apply to your industry (for example, if you are in healthcare, any AI usage should comply with health data regulations; if in finance, comply with relevant AI fairness guidelines, etc.). Virtual Scale’s Code of Conduct for AI usage (if provided separately) further details recommended and prohibited uses of our AI Services, and you agree to adhere to any such guidelines we make available. We reserve the right to suspend or terminate AI features for users who misuse them or violate these AI usage rules. Regulatory Compliance: There is a rapidly evolving landscape of AI regulations (for example, the EU’s proposed AI Act, or guidance from agencies like the FTC on AI in the USA). Virtual Scale is committed to complying with applicable AI-related laws and will update the Service or Terms as needed to maintain compliance. Likewise, you are responsible for understanding and complying with any laws specific to your use of AI. For example, if you use our AI outputs to make decisions that have legal effects on individuals (for example, automated filtering of job applications, or responses to customers that could be considered advice), you must ensure that doing so is in line with legal requirements (such as providing notices or obtaining consents if required). Human Oversight: Where laws or ethics suggest that AI outputs should be subject to human review (for instance, important decisions that significantly affect individuals), you agree to institute appropriate human oversight and not rely solely on AI. Virtual Scale does not assume responsibility for decisions you make based on AI outputs without appropriate human judgment. AI Disclaimer (Accuracy and Bias): You acknowledge that AI-generated content might not always be accurate, complete, or free of bias. Virtual Scale makes commercially reasonable efforts to reduce errors, but the AI may occasionally produce incorrect information or unintended biases. Transparency: We encourage users to treat AI outputs as helpful suggestions or drafts, not absolute truths. When using AI-generated content (especially for external communications or decision-making), you should verify critical information with reliable sources or through human judgment. Limitations: By using the AI features, you accept that any content generated is provided “as-is” and Virtual Scale is not responsible for any inaccuracies or biases in the AI-generated content. We expressly disclaim liability for outcomes or decisions based solely on AI outputs. You should not use the AI to provide professional advice (for example, legal, medical, or financial advice to others) without proper oversight by a qualified professional. Accountability: You are responsible for how you use the AI outputs. If you publish or act on AI-generated content, it’s your responsibility to ensure it’s appropriate and to handle any consequences of that use. Virtual Scale provides tools, but does not supervise your specific use cases; therefore, you agree to indemnify Virtual Scale for any claims arising from your use of AI outputs in violation of this Section or applicable law (see Indemnification below). Ethical AI Clause: Virtual Scale pledges that our AI is designed with ethical safeguards and that we continually monitor and improve our systems to align with responsible AI principles. We also expect our users to use the AI in ways that benefit society and avoid harm. If you are a developer or integrate our AI into your own products, you should also implement ethical guidelines and “be a good human” in how you deploy AI. For example, do not use our AI in any context that would violate human rights or for mass surveillance, and ensure any end-users of an AI-driven solution are given appropriate disclosures (such as “This content was generated by AI”). In summary, Virtual Scale’s AI features should be used as a positive aid, not a tool for malicious or irresponsible activities. By adhering to these terms, both Virtual Scale and you can ensure compliance with emerging AI regulations and uphold high ethical standards in AI usage.
10. Third-Party Services and Integrations
Our Service may include integrations with or links to third-party services, websites, or software that are not owned or controlled by Virtual Scale. This could include, for example, plugins to pull data from your CRM, links to knowledge base articles, or AI features that rely on third-party AI models or datasets. Third-Party Links: For your convenience, we might provide access to third-party content (such as a tutorial video hosted on another site) or you might choose to connect Virtual Scale with other applications. You acknowledge that Virtual Scale has no control over and assumes no responsibility for any third-party websites or services, including their content, privacy policies, or practices. If you follow a link to a third-party site, any data you provide to that site or any interaction is between you and the third party, not Virtual Scale. No Endorsement: A link to or integration with a third-party service does not imply endorsement by Virtual Scale. You should review the terms and policies of any third-party service you use in connection with Virtual Scale. For example, if you integrate a messaging platform with our AI chatbot, you are responsible for complying with that platform’s terms of use in addition to ours. Third-Party Integrations: If you enable a Virtual Scale integration with third-party software (for example, linking Virtual Scale to your Slack, Salesforce, or other systems via our API or connectors), you grant us permission to exchange data with that service as necessary to enable the integration. For instance, if our Service integrates with a CRM to fetch customer data for use in AI responses, you authorize Virtual Scale to access and process that data. We will handle any such data transfer in accordance with our Privacy Policy and any specific terms for that integration. However, we are not liable for any disclosure, modification, or deletion of data that results from such an integration that you activate. It is your responsibility to ensure that third-party service connections are configured correctly. Third-Party Components: The SaaS Service itself may include third-party software components or open-source libraries. These are covered by their own licenses (as indicated in our documentation or within the product). To the extent required by those licenses, the terms of those licenses will apply to the respective components, and nothing in these Terms limits your rights under those third-party licenses. Disclaimers for Third-Party Conduct: You agree that Virtual Scale is not responsible or liable for any loss or damage of any sort incurred as a result of any dealings with third parties via our Service. If you have a dispute with a third-party (for example, another user or an external provider), you agree that Virtual Scale is not obligated to become involved. However, we would appreciate feedback if a third-party integration or link is causing issues or appears in violation of our or their terms, so we can consider removing or modifying it. External Platform Usage: If you access the Service through a third-party platform (for example, via an app marketplace or if our Service is listed on a software directory), additional terms of that platform may apply. Virtual Scale isn’t responsible for that platform’s actions. For example, if the Service is used in conjunction with a social media platform, that platform’s privacy settings and terms may influence how content is shared or accessed. APIs and Development: We may provide APIs or developer tools to facilitate third-party integrations. If you use our API or develop an application that uses our Service, you must do so in accordance with our developer terms (if any) or these Terms, and ensure that your product or integration does not degrade the security or performance of our Service. We reserve the right to revoke API access for abuse or violation of these Terms. In short, while Virtual Scale works well with many third-party tools and sites, we cannot be responsible for those external elements. Use third-party integrations at your own risk, and keep in mind that this agreement covers only what Virtual Scale controls, not the outside world.
11. Limitation of Liability and Disclaimers
Use at Your Own Risk: While Virtual Scale endeavors to provide an excellent and reliable Service, there are inherent risks in using any software service, especially one involving AI. You expressly understand and agree that Virtual Scale and its officers, directors, employees, agents, and affiliates shall not be liable to you for any indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with your use of the Service or these Terms. This includes, without limitation, damages for lost profits, lost savings or revenue, loss of data, loss of goodwill, business interruption, or the cost of procurement of substitute services, even if Virtual Scale has been advised of the possibility of such damages. We are also not liable for any claim arising from a third party’s use of the Service or any content obtained through the Service. Limitation of Direct Damages: To the fullest extent permitted by law, Virtual Scale’s total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to the Service or these Terms shall not exceed the amount (if any) of fees actually paid by you to Virtual Scale for the Service in the six (6) months immediately preceding the event giving rise to liability . If you are on a free plan or trial, Virtual Scale’s total liability will be limited to $100 (USD). This cap on liability applies collectively to all claims of any kind. Some jurisdictions do not allow the limitation of liability for certain damages; in such jurisdictions, our liability shall be limited to the greatest extent permitted by law. Disclaimer of Warranties: Virtual Scale provides the Service “AS IS” and “AS AVAILABLE” without any warranties or conditions of any kind, either express or implied. We specifically disclaim any and all warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that (a) the Service will meet your specific requirements or expectations, (b) the Service will be uninterrupted, timely, secure, or error-free, (c) the results obtained from the use of the Service (including any AI-generated outputs) will be accurate or reliable, (d) any errors in the Service will be corrected, or (e) the Service will be compatible or work with any third-party software, applications or services. Any content downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from use of the Service or download of any content through the Service. Specific AI Disclaimer: Virtual Scale disclaims any liability for the content generated by the AI features of the Service. No information or advice, whether oral or written, obtained by you from Virtual Scale or through the Service, shall create any warranty not expressly stated in these Terms. You understand that AI outputs do not reflect the views or opinions of Virtual Scale, and we do not guarantee that the AI will produce content that is appropriate or useful for your context. Use your judgment when using AI-generated content and verify critical information. We are not responsible for any decisions you make or actions you take based on AI-generated outputs. No Liability for Certain Types of Damage: To the extent permitted by law, Virtual Scale will not be liable for any problems beyond our control, or for any loss or damage that is not reasonably foreseeable. We are not liable for any failure to perform, or delay in performing, any of our obligations if such failure or delay is due to causes beyond our reasonable control (see Force Majeure below). Additionally, Virtual Scale shall not be liable for any loss of data or content. You are responsible for backing up data that you store on the Service. We try to prevent data loss and to backup systems, but we make no guarantees that there will be no loss of data, and you agree to not hold us liable in such cases. In any scenario where liability cannot be fully disclaimed, you agree that the limitations on liability in this section shall apply to the fullest extent permitted by law, even if any limited remedy fails of its essential purpose. Application of Limitations: The limitations outlined in this section apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence), or otherwise, and regardless of whether any limited remedy set forth in these Terms fails of its essential purpose. If you are dissatisfied with any portion of the Service or with these Terms, your sole and exclusive remedy is to discontinue use of the Service. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Virtual Scale and its affiliates shall be limited to the maximum extent permitted by law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Virtual Scale, its parent company, affiliates, officers, agents, employees, partners, and licensors from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) that arise out of or are related to: (a) your use of the Service (including any content you create, input, or transmit through the Service), (b) your violation of these Terms or of any law or regulation, or (c) your infringement of any intellectual property or other rights of any other person or entity. This means you will cover any costs or damages for which we are held liable due to something you did or failed to do in breach of this agreement or applicable law. For example, if you use Virtual Scale’s Service to send messages that violate someone’s privacy rights and that person sues Virtual Scale, you agree to pay for our defense and any judgment or settlement (within reason) that results. Or if you use the Service in a way that causes a data breach to a third party and they claim damages from Virtual Scale, you would indemnify us for that. Indemnification Procedure: If Virtual Scale receives notice of a claim that we believe is covered by this indemnity, we will promptly notify you so that you can take over the defense or settlement of the claim (provided that any delay in notification does not absolve you of your obligations unless it materially prejudices your ability to defend the claim). You have the right to control the defense and settlement of any such claim, but: (i) you must keep us reasonably informed of the progress, (ii) you must not settle any claim in a manner that admits guilt or fault of Virtual Scale, or imposes any non-monetary obligations on Virtual Scale, without our prior written consent (which will not be unreasonably withheld). Virtual Scale shall have the right to participate in the defense with counsel of its choice at its own expense. We (Virtual Scale) also agree to indemnify and hold you harmless against claims that the core Service provided to you (excluding any of your content or third-party components) directly infringes a third-party’s intellectual property rights, as long as you are using the Service as authorized. In case of such a claim, Virtual Scale will (at its option) defend you or settle the claim, and if needed, either ensure you can continue using the Service or terminate your subscription and provide a prorated refund. This paragraph states our only obligations and your sole remedy regarding any third-party IP infringement claims. It does not apply to uses of the Service in combination with other products not provided by Virtual Scale or any modifications made by you. The obligations in this indemnification section survive any termination of your account or these Terms. Even after you stop using the Service, you will still be responsible for any costs, losses, or liabilities arising from your use or violations during the time you did use it.
13. Termination and Suspension
Term of Agreement: These Terms will remain in effect until your subscription or use of the Service is terminated by either you or Virtual Scale as described below. If you have a subscription, these Terms automatically renew with each subscription renewal until explicitly terminated. Your Right to Terminate: You may terminate your account or subscription at any time for any reason by providing notice to Virtual Scale (through the account settings or contacting support) and discontinuing use of the Service. If you terminate a paid subscription, the termination will be effective at the end of your current billing period unless otherwise agreed. (See Fees and Payment – Cancellation for details on discontinuing subscriptions.) Upon request, we can assist with data export (if not self-service) before your account is closed. Note that terminating your account will not immediately relieve you of any obligations to pay accrued fees or charges, and we will not provide refunds for any pre-paid period except at our discretion or where required by law. Virtual Scale’s Right to Suspend or Terminate: We reserve the right to suspend or terminate your access to the Service (in whole or in part) under the following circumstances: For Cause (Violations): Virtual Scale may suspend or terminate your account immediately, without prior notice, if we determine in good faith that: (i) you have violated these Terms (for example, you are engaging in prohibited use, infringing IP, etc.), (ii) your use of the Service poses a security risk to the Service or others, or could subject Virtual Scale or any third party to liability, or (iii) you are delinquent on payment and have not cured such breach within a reasonable period after a payment reminder. In cases of minor violations, we will try to provide a notice and opportunity to resolve the issue, but for severe or illegal violations, suspension may be immediate to protect the Service and other users. Without Cause (Service Changes): Virtual Scale may also terminate this agreement for convenience by providing at least 30 days’ written notice to you (for example, if we decide to discontinue the Service or a portion of it). In such cases, if you have pre-paid fees for a period beyond the termination date, we will refund the unused portion. Generally, broad no-fault termination by us is rare and would coincide with retiring the Service or plan you’re on. Suspension: As an alternative to termination, we may choose to suspend your account or access to certain features. Suspension might occur, for example, while investigating suspected misconduct, or in the event of non-payment (we might suspend service access until you pay amounts due). We strive to limit any suspension to the minimum scope and duration necessary. We will notify you of suspensions, unless the suspension is due to urgent circumstances (such as preventing harm or legal violations). Effect of Termination: Upon any termination of this agreement or your account, whether by you or by us, you must cease all use of the Service. All licenses and rights granted to you under these Terms will immediately end. You will no longer have access to your account, including all data and content associated with it, so ensure you have retrieved any needed data beforehand. We may delete your account data after termination, except to the extent we are obliged or permitted to retain it by law or our internal policies (for example, backup retention or to defend legal claims). At your request, we may provide limited access for a short period after termination solely for you to retrieve your data, but we are not obligated to do so. If your account is terminated due to a breach of these Terms, you may be barred from re-registering or using the Service again in the future. Virtual Scale reserves the right to refuse service to anyone who has violated our Terms or whom we consider a security risk.
14. Force Majeure
Neither Virtual Scale nor you shall be liable for any failure or delay in the performance of its obligations (except for payment obligations) under these Terms if such failure or delay is caused by events beyond that party’s reasonable control (“Force Majeure”). Force Majeure events include, but are not limited to: natural disasters (for example, earthquakes, hurricanes, floods), acts of government (for example, war, civil unrest, terrorism, embargoes, or government-imposed restrictions), labor strikes or disputes, utility failures, internet or telecommunication outages, epidemics or pandemics, and other unforeseeable circumstances outside of a party’s control. During a Force Majeure event, the affected party’s performance obligations (other than payment obligations) will be temporarily suspended to the extent impacted by the event. The affected party should give prompt notice to the other party with reasonably full details of the event, and make good faith efforts to resume performance as soon as practicable. For example, if a sudden widespread internet outage or cloud datacenter issue outside of our control prevents us from providing the Service, we will not be in breach of these Terms for that downtime, and we will work to restore Service as the external issue is resolved. If a Force Majeure event continues for an extended period (for example, more than 30 days of continuous impact), either party may have the right to terminate the agreement upon written notice to the other. In such a case, we would likely provide a pro-rata refund for any pre-paid fees for services not rendered due to the termination. Both parties agree that financial difficulties, changes in market conditions, or price increases do not constitute Force Majeure. Also, any event that could have been reasonably mitigated by following standard industry practices (for example, having backups) may not excuse performance if such precautions were not taken. Each party is expected to have in place reasonable disaster recovery and business continuity plans to handle foreseeable interruptions. In summary, Force Majeure events are a shield for both you and us against obligations when truly extraordinary events occur. Each party will use reasonable efforts to overcome or mitigate the effects of such events. The definition of Force Majeure will be interpreted consistently with how such clauses are generally understood in contract law.
15. Governing Law and Dispute Resolution
These Terms of Service shall be governed by and construed in accordance with the laws of the United States, Florida (without regard to its conflict of law principles). By using the Service, you agree that any disputes arising under or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of Florida, and you consent to personal jurisdiction and venue in those courts. If you are located outside the United States, you still agree that the laws and courts of the United States will apply to any disputes, and the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. However, before resorting to formal legal action, Virtual Scale would prefer to address any concerns through informal negotiation or mediation if possible. If you have an issue or dispute with Virtual Scale, you agree to first contact us and attempt in good faith to resolve it. We’ll do the same. In the unlikely event that we cannot resolve a dispute amicably, the following provisions apply: Arbitration (Optional Clause): (This clause applies if we have mutually agreed to binding arbitration in lieu of court litigation. If not, it can be disregarded.) Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service that cannot be resolved by negotiation within 30 days of notice of the dispute shall be resolved by final and binding arbitration administered by [Arbitration Body] in accordance with its arbitration rules. The arbitration will be conducted in [City, Country] in the [Language] language. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could order, including injunctive relief if appropriate. Judgment on the arbitration award may be entered in any court having jurisdiction. Class Action Waiver: You and Virtual Scale agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. (If this class action waiver is deemed unenforceable, then the entirety of the arbitration clause shall be null and void, and disputes will instead be heard in court.) Injunctive Relief: Notwithstanding the above, Virtual Scale may seek injunctive or other equitable relief to protect its intellectual property rights or confidential information in any court of competent jurisdiction, if necessary. For example, if you violate the license provisions and steal or misuse our intellectual property, we are free to go to court to seek an injunction to stop that, without first going through arbitration. Legal Fees: In any legal action or proceeding (including arbitration) brought to enforce any part of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief granted. International Use: Recognizing the global nature of the internet, if you use the Service from outside our primary country of operation, you agree to comply with all local rules and laws regarding your use of the Service, including as it relates to online conduct and acceptable content. However, the governing law as stated above will still apply to the interpretation of these Terms and any disputes.
16. Changes to Terms and Service
Modification of Terms: Virtual Scale may modify or update these Terms of Service from time to time. If we make material changes, we will provide you with reasonable notice of such changes, for example by emailing you or by posting a prominent notice within the Service. Updated Terms will be indicated by an updated “Last updated” date at the top (or similar indicator). It is important that you review any modified Terms, because if you continue to use the Service after the changes become effective, you are indicating your acceptance of the updated Terms. If you do not agree to the new terms, you must stop using the Service. For changes that are purely administrative or do not materially affect your rights (such as clarifications or improvements in wording), we may not provide advance notice, and such changes will be effective immediately upon posting. Material changes (for example, a change in liability provisions or new user obligations) will not apply retroactively and generally will become effective no sooner than 15 days after they are posted, except if they relate to new features or changes required by law which might be effective immediately. Changes to Service: Virtual Scale reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice. We may add or remove functionalities or features, or we may stop providing the Service altogether. For paid subscribers, if any such change materially reduces the core functionality of the Service and you are dissatisfied, you may notify us and we may provide a pro-rated refund of prepaid fees from the date of termination of service. We will not be liable to you or to any third party for any modification, price change, suspension, or discontinuation of the Service, provided that if we discontinue the Service entirely, we will refund any prepaid amounts for unused service. Our goal is to evolve and improve the Service, so changes are generally to add new features or improve performance. We will try to avoid removing features or reducing functionality, unless necessary (for example, due to low use or high cost of maintenance or legal reasons). Beta Features: If you are given access to any beta or trial features of the Service, those features are provided “as is” and may be subject to additional terms. We can discontinue beta features at any time. Your feedback on beta features is welcome but not, and we may use it freely.
17. Miscellaneous
Entire Agreement: These Terms (along with any documents incorporated by reference, such as our Privacy Policy or an Order Form) constitute the entire agreement between you and Virtual Scale regarding the Service, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any additional or different terms in any purchase order or other response by you shall be void and of no effect unless explicitly agreed in writing by Virtual Scale. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. The remaining provisions will remain in full force and effect. In such case, the parties shall negotiate in good faith a replacement provision that, to the extent possible, accomplishes the original business purpose. Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. A waiver of any term of these Terms will be effective only if in writing and signed by the party granting the waiver. Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision will be null and void. Virtual Scale may freely assign or transfer these Terms (for example, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets) without your consent. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. No Agency: You and Virtual Scale are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us. Neither party has the authority to bind or incur obligations on behalf of the other. Notices: Virtual Scale may provide you with legal notices or communications about the Service (for example, notice of material changes, termination, or breach) by email to the address associated with your account, by postal mail, or by posting on our website or in the Service. You must ensure that your account information, including your email address, is current. Notices sent by email will be deemed received 24 hours after the email is sent, unless the sender is notified that the email address is invalid. Formal legal notices to Virtual Scale should be sent to our registered business address (which will be provided on our website or upon request), with a copy to our email if available. Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect. Language: These Terms are written in English, which shall be the governing language. If we provide a translation of the English version of these Terms, the translation is provided solely for convenience, and the English version shall prevail in case of any conflict. Contact Information: If you have any questions about these Terms or need to contact Virtual Scale for any reason, please contact us at support@virtualscale.com.