Vircella

• a)

  “Billing Period” is the interval of time between each recurring billing date and corresponds to the term of your subscription, which may be measured in days, weeks, or months. If you sign up for a subscription to the Software, your subscription term will be indicated at the time of sign-up. If no subscription period is identified, then the Billing Period will be monthly.

• b)

  “day” or “date” begins at 12:00 a.m. Pacific time and ends at 11:59 p.m. Pacific time of that same calendar day.

Your subscription to the Software may begin with a free trial or promotional pricing. Availability of a free trial or promotional pricing is not guaranteed and, if one is available, is only available on the specified terms of the free trial or promotion. Eligibility for free trials or promotions may vary and certain limitations may also exist with respect to combining free trials with any other offers.

• a)

  Free Trials. If your subscription begins with a free trial, your first payment will be charged to your chosen payment method immediately following the end of the free trial, unless canceled in accordance with the instructions for cancellation below. You can cancel your subscription without being charged at any time before the end of your free trial.

• b)

  Promotions. We may also offer, at our sole discretion, promotions (e.g., promotional pricing or bundled add-ons) subject to promotional terms disclosed during your sign-up or in other materials provided to you. We will begin billing the same payment method we otherwise have on file for your subscription at the then-current, non-promotional price after your promotion ends, unless you cancel prior to the end of your promotion or unless otherwise disclosed.

Subscription are billed monthly in advance and paid via your selected payment method. Subscriptions are not refundable after they are paid. Your subscription to the Software includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of each Billing Period, unless canceled in accordance with the instructions for cancellation below. You may cancel your subscription at any time, which cancellation will take effect at the end of the then-current Billing Period. You acknowledge that the timing of when you are billed may vary based on when you subscription began and whether any promotion or free trial was included (e.g., if you have a monthly subscription and became a paying subscriber on March 31, your payment method would be billed next on April 30), due to free trials and other promotional offers. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Software. Please check with your Internet provider for information on possible Internet data usage charges.

We reserve the right at any time to change our prices, refund policy, and billing methods, subject to any obligations to provide notice of such changes under applicable law. If you do not wish to accept a price change, you may cancel your subscription as described herein. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes.

You can cancel your subscription at any time before the end of the then-current billing period or free trial. Cancellation will take effect at the end of the then-current billing period or free trial period, as applicable, unless otherwise disclosed. If you cancel you will continue to have access to the Software through the end of your then-current billing period, unless you are subscribed through a free trial or promotion, in which case cancellation may be effective immediately. To cancel your subscription to the Software, log into your account and follow the instructions on your account page. If you subscribed via a third party (e.g., the Apple App Store or Google Play), you may cancel your subscription through the Apple App Store or Google Play by following their instructions.

California Users: Rescinding Your Contract with Us. If you are a resident of California, provided that no more than three (3) business days have elapsed since you signed up for your subscription, you may also rescind your agreement with us and seek a refund. Note, if you cancel your agreement pursuant to the instructions in this section, we may terminate your access to the Software upon receipt of your cancellation notice.

Unless you sign up through an App Store (as described in below), you must provide us with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal or other account of a payment method (“Payment Method”) as a condition to signing up for the Software. Your agreement with the provider of the Payment Method governs your use of the designated Payment Method, and you must refer to that agreement, not these Terms, to determine your rights and liabilities with respect to the Payment Method. In the event of a failed attempt to charge to your Payment Method (e.g., if your Payment Method has expired), we reserve the right to retry billing your Payment Method. If we do not receive payment from your Payment Method for whatever reason, you agree that we may either terminate or suspend your subscription and continue to attempt to charge your Payment Method for purchased Software until payment is received (and upon receipt of payment, your account will be activated and, for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received). You also agree that we may charge your payment method on file if you decide to restart your subscription.

If you obtain your Software subscription via a third party application store (e.g., the Apple App Store or Google Play) (each, an “App Store”), that subscription is also subject to the third party’s terms, and the provisions in these Terms concerning subscription purchase, billing, cancellation/refunds, and payment do not apply to that subscription to the extent these Terms conflicts with the applicable third party’s terms regarding subscription purchase, billing, cancellation/refunds and payments. For subscriptions obtained via a third party App Store, your billing relationship will be directly with the applicable third party App Store. Any fees charged for your subscription to the Software will be billed by the applicable third party App Store using the payment information you have provided to such third party App Store.

For purposes of this section, “Sales Tax” means any state and local sales or use tax, value-added tax, levies, duties, or and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. All stated prices exclude taxes.

You agree not to engage or attempt to engage in any of the following prohibited activities, and Vircella may suspend or terminate your access to the Software if we discover a violation of such restriction:

• a)copying, distributing, or disclosing any part of the Software in any medium, including, without limitation, by any automated or non-automated “scraping”;
• b)allowing others to access or use the Software with your user name, password, or security credentials;
• c)using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Software in a manner that sends more request messages to the servers running the Software than a human can reasonably produce while using a conventional on-line web browser;
• d)transmitting spam, chain letters, or other unsolicited email;
• e)attempting to interfere with, compromise the system confidentiality, availability, or integrity, or decipher any transmissions to or from the servers running the Software;
• f)taking any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure;
• g)uploading invalid data, viruses, worms, or other software agents through the Software;
• h)using the Software in a manner designed to interfere with the confidentiality or any other user, or to interfere with the integrity of any Software output, whether for you or any other user, including without limitation initiating “prompt injection attacks”;
• i)collecting or harvesting any personal information, including account names, from the Software;
• j)using the Software for any commercial solicitation purposes;
• k)impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity or age;
• l)interfering with the proper working of the Software, whether for you, us, or any other user;
• m)accessing any content on the Software through any technology or means other than those provided or authorized by the Software;
• n)failing to keep the Software up-to-date; or
• o)bypassing the measures we may use to prevent or restrict access to the Software or to enforce this AUP.

The Software allows, or may allow in the future, you to post content such as chat content, profile information, videos, comments, questions, and other content or information or any such materials that you, a user, submits, posts, displays, or otherwise makes available on the Software (“User Content”). We claim no ownership rights over User Content. By sharing User Content through the Software, you agree to allow us to process your User Content in accordance with our Privacy Notice located at https://vircella.com/privacy-policy. Vircella has a right (but not an obligation) in its sole discretion to remove any User Content that it deems in its sole discretion violates these Terms.

You agree not to post or transmit User Content that:

• a)may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
• b)may create a risk or any other loss or damage to any person or property;
• c)seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
• d)may constitute or contribute to a crime or tort;
• e)contains any information or content that we deem to be unlawful, harmful, 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, or otherwise objectionable;
• f)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);
• g)copy, share, or use personal identifying or business contact information about other users or people without their express permission;
• h)contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
• i)contains any information or content that you know is not correct and current;
• j)violates any school, Institution or other applicable policy, including those related to cheating or ethics; or
• k)interferes with other users of the Software including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Software and deleting or revising any content posted by another person or entity.

Provided you comply with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Software in accordance with these Terms. The Software is licensed and not sold to you and we (or our third party partners and suppliers) remain the owners of the Software and any intellectual property therein (other than User Content, which remains yours). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Vircella reserves all rights not expressly granted under these Terms.

You may choose to, or we may invite you to submit comments, feedback or ideas about the Software, including without limitation about how to improve the Software or our products (“Feedback”). By submitting any Feedback, you transfer and assign all right, title, and interest to such Feedback, to Vircella in exchange for access to the Software that led to you providing the Feedback. You acknowledge and agree that any Feedback provided to Vircella – which you are under no obligation to provide – will become the Confidential Information and intellectual property of Vircella.

By posting any User Content on the Software, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Vircella a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive and worldwide license to use, reproduce, copy and modify such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purpose of: (1) providing you the Software and as further set out in our Privacy Policy; (2) monitoring and enforcing these Terms; and (3) complying with our legal obligations.

You agree to defend, indemnify and hold harmless Vircella and its subsidiaries, employees, officers and directors, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, injury, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Software, including any data or content transmitted or received by you, and any claims or damages arising as a result thereof; (ii) your violation of any term of these Terms, including without limitation breach of any representations or warranties; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; or (v) any other party's access and use of the Software with your unique username, password, passkey, or other access credentials. You are solely responsible for your interactions with other Software users. Vircella shall have no liability for your interactions with other users, or for any user's action or inaction, and you waive any claim for such liability through your use of the Software.

The service is provided on an “as is” and “as available” basis. Use of the Software is at your own risk. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

No advice or information, whether oral or written, obtained by you from through the use of the Software will create any warranty not expressly stated herein. Without limiting the foregoing, Vircella, its subsidiaries, its affiliates, and its third party partners or suppliers do not warrant that: (i) the information provided by the Software is accurate, reliable or correct; (ii) the Software will meet your requirements; (iii) the Software will be available at any particular time or location, uninterrupted or error-free; (iv) any defects or errors will be corrected; or (v) the Software is free of viruses or other harmful components. Vircella is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Vircella does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third-party through the Software or any hyperlinked website or service. Engagement with third parties, even when done through links provided by the Software, will be under separate terms as provided by you and the relevant third party.

These Terms may not be changed except by an amendment explicitly designated to modify these Terms signed by an authorized representative of each party. The Software, as an AI, has no authority to modify these Terms and any modifications that the Software purports to accept are specifically rejected through these Terms, which are the only authorized Terms under which the Software is provided.

If any part of these Terms are held to be unenforceable, the rest of the Terms will remain in full force and effect.

Failure to enforce any provision of these Terms will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

These Terms does not create any third-party beneficiary rights except as expressly provided by its terms.

All provisions survive termination of these Terms except those requiring performance only during the term of the Terms.

All notices must be in writing. Notices to Vircella must be sent to the address of its principal place of business or registered agent on file with the state. Vircella may provide you with information and notices electronically, including via email, through the Software, or through our web site. Notice is given as of the date it is made available by us.

These Terms will be governed by and construed in accordance with the laws of the State of Washington and federal laws of the United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to these Terms. The parties consent to the sole and exclusive jurisdiction and venue of the state and federal courts located in King County, Washington USA for all disputes under this Agreement.

All schedules, exhibits, attachments and rules referenced in these Terms are incorporated by reference and made part of the Terms. These documents constitute the entire agreement between the parties concerning the subject matter of the Terms. The Terms supersedes all prior representations among parties or oral or written agreements between the parties concerning the same subject matter.