Terms Of Service

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

1. Acceptance of Terms

These Terms of Service govern your subscription to and use of the platform and services provided by ViralMark ("ViralMark," "we," or "us"). Please read these Terms of Service carefully. By completing the registration process, creating an account, or accessing or using any part of the platform and/or services, you represent that (1) you have read, understand, and agree to be bound by these Terms of Service, (2) you are of legal age to form a binding contract with ViralMark, (3) the information you provided in connection with your registration is true, accurate, and complete, and (4) you have the authority to enter into these Terms of Service personally or on behalf of the business entity you have named as the user, and to bind that business entity to the agreement.

Once accepted, these Terms of Service, in combination with our Privacy Policy, Data Processing Agreement, and Affiliate Agreement (where applicable) (collectively the "Terms"), become a binding legal commitment between you (or the business entity that you represent) and ViralMark and its respective officers, directors, business affiliates, successors, and assigns.

ViralMark reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

2. Use of Platform

2.1 Restrictions. You must be at least 18 years old to use the platform. By accepting these Terms, creating a platform account, or using the platform, you represent that you are at least 18 years old. You may not use the platform or the services if you are an employee, partner, or director of our competitors or intend to gain access to the platform in order to compete with it.

2.2 Platform Account Ownership. Your use of the platform is conditioned on your provision of complete, current, and accurate information when registering for a platform account. The platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, you are the owner of the platform account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the platform account. If you accept these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these Terms.

2.3 Intended Use. You and your customers may use the platform only as intended for lawful purposes and in accordance with these Terms. You agree that you and your customers will not use the platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses (as defined in Exhibit A). In addition, you represent and warrant that:

- (i) You and your customers will maintain all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms;

- (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the platform;

- (iii) You are fully responsible for the use of the platform by your customers;

- (iv) You, your employees, agents, and customers will not misrepresent the platform or the services;

- (v) You will ensure that your employees with access to the platform account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms;

- (vi) You own or control all rights in and to all content you provide to ViralMark, including any code provided to customize the platform for your customers;

- (vii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers;

- (viii) You will not give access to the platform or services to a direct competitor of ViralMark;

- (ix) You will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to uncover or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms;

- (x) You will not modify, translate, or create derivative works based on the platform (except to the extent expressly permitted by us); and

- (xi) You will not remove any proprietary notices or labels.

2.4 Compliance. You are solely responsible for your use of the platform and services, including (a) the quality and integrity of any data and other information made available to us by or for you through the use of the platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations. ViralMark is not responsible for your compliance with laws and does not represent that your use of the platform will comply with any laws, including but not limited to HIPAA, PCI, and other data privacy laws.

2.5 Privacy. By using the platform and providing information on or through the platform, you consent to ViralMark’s use and disclosure of the information in accordance with our Privacy Policy available [here](#) and incorporated herein by reference. You agree that ViralMark has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the platform. When you provide your customers with access to the platform, you must implement and enforce your own terms of service to govern the relationship between you and your customers, providing a level of protection at least equal to that provided to you by ViralMark. You must obtain consent from your customers, affirmatively acknowledging that they agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

2.6 Login Credentials. You are responsible for maintaining the confidentiality of your login credentials. You are responsible for all uses of your platform account and login credentials, whether or not authorized by you. You agree to notify ViralMark immediately of any unauthorized access to or use of your platform account or login credentials or any other breach of security. ViralMark reserves the right to disable your login credentials at any time in its sole discretion for any or no reason, including if, in ViralMark’s opinion, you have violated any provision of these Terms. Platform accounts are non-transferable. You must take preventative measures to prohibit unauthorized users from accessing your platform account with your login credentials. You give consent to ViralMark to access and monitor your platform account and your customers’ accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

2.7 Use of Communication Services. The platform may include certain communications features such as SMS, MMS, email, voice call capabilities, and other methods. Separate communication surcharges for these services may apply and will be charged to your invoice. If you use these features, you agree that you are exclusively responsible for all communications sent using the platform, including compliance with all laws governing those communications, including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Do Not Call Registry Rules, and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. ViralMark is not responsible for your compliance with laws and does not represent that your use of the platform will comply with any laws.

2.8 Third-Party Services. You may choose to access certain third-party services through the platform. You are responsible for enabling and managing the integration of each third-party service. You acknowledge that by purchasing or integrating third-party services through the platform, you grant permission to ViralMark to share your data with the third-party service providers in order to facilitate the integration and use of the third-party services through the platform. You also represent and warrant that you have the appropriate consents for importing any data (including data of your customers) that you request ViralMark to import from other third-party services and/or are the rightful owner of such data. ViralMark is not responsible for, and ViralMark hereby disclaims any liability for, any act or omission of any third-party service provider or the operation of any third-party services, including access to, modification of, or deletion of data, regardless of whether ViralMark endorses, approves, promotes, or supports any such third-party services. You hereby irrevocably waive any claim against ViralMark with respect to the content or operation of any third-party services. Your use of the third-party services is governed by your agreement with such third party, including any supplemental policies imposed by the third party. You are solely responsible for reviewing and complying with any terms of use, privacy policies, or other terms governing your use of these third-party services, which you use at your own risk. ViralMark disclaims all liability related to outages or downtime of third-party services.

2.9 Third-Party Content. The platform may include third-party content. Your use of third-party content is entirely at your own risk and discretion. All statements and opinions expressed in third-party content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of ViralMark. ViralMark is not responsible for third-party content and makes no endorsements, representations, or warranties and assumes no liability, obligation, or responsibility for third-party content. You are responsible for ensuring that your engagement or transactions with third-party content are in compliance with these Terms and any applicable laws.

2.10 Excessive Use Restrictions; Trials. ViralMark provides access to the platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in ViralMark’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the platform in any way, we may (1) require that you upgrade your services in order to continue your activity levels if your data use exceeds the intended use of your existing platform tier or if ViralMark’s operational costs to support your platform usage exceed the subscription price; (2) suspend or terminate your use of the platform or services; and/or (3) reduce the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, ViralMark reserves the right to suspend or terminate your use of the platform or services and further ban you from using the platform or services in ViralMark’s sole discretion.

2.11 Platform Updates. ViralMark reserves the right to make updates or changes to the platform at any time, including changes that may affect the previous mode of operation of the platform. You agree that your use of the platform or purchase of services is not contingent on ViralMark’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain service or any third-party service.

2.12 International Use. ViralMark makes no representation that materials on the platform are appropriate or available for use in locations outside Canada. Those who choose to access the platform from other locations do so on their own initiative and at their own risk. If you choose to access the platform from outside Canada, you are responsible for compliance with local laws in your jurisdiction, including but not limited to the taxation of products purchased over the Internet. You agree to comply with all applicable export control laws and not to transfer any restricted data or software to foreign nationals or foreign countries in violation of such laws.

2.13 Artificial Intelligence Acceptable Use Policy. Before using artificial intelligence (“AI”) features of the platform, you must ensure that you are in a jurisdiction that allows AI usage. If you elect to use any AI-based features of the platform, you are responsible for ensuring that you are using our AI-based features in compliance with our Artificial Intelligence Acceptable Use Policy, which is attached hereto as Exhibit B.

2.14 Domain Names. If you use the platform to purchase a domain name, ViralMark will purchase it on your behalf, and ViralMark will be the listed registrant. You must use the domain name in compliance with these Terms. If requested by you in writing, ViralMark will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold ViralMark harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of such domain, including any breach of these Terms and any violations of applicable laws as it pertains to use of the domain name.

2.15 Ecommerce Products and Services. You are solely responsible for the materials that you may sell through the platform and/or services (including descriptions, prices, fees, taxes that you calculate, defects, required legal disclosures, regulatory compliance, offers, or promotional content), including compliance with any applicable laws or regulations. You acknowledge and agree to provide public-facing contact information, a refund policy, and order fulfillment timelines on your store using the platform. ViralMark does not provide refunds to your customers. ViralMark does not pre-screen materials, and it is in our sole discretion to refuse or remove any materials from any part of the platform, including if ViralMark determines in its sole discretion that the materials you offer through the platform, or the materials uploaded or posted to the platform, violate our Code of Conduct or these Terms. You agree that ViralMark can, at any time, review and delete any or all of the materials submitted to the platform and/or services, although ViralMark is not obligated to do so. You acknowledge and agree that the platform and/or services are not a marketplace, and any contract of sale made through the platform and/or services is directly between you and the customer. You are the seller of record for all items you sell through the platform and/or services. You are responsible for the creation and operation of your store, your materials, the goods and services that you may sell through the platform and/or services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your store, your materials, and the goods and services you sell through the platform and/or services will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties. For the avoidance of doubt, ViralMark will not be the seller or merchant of record and will have no responsibility for your store or items sold to customers through the platform and/or services. ViralMark reserves the right to provide our services and/or platform to your competitors and make no promise of exclusivity. You further acknowledge and agree that ViralMark employees and contractors may also be ViralMark customers or merchants and that they may compete with you. ViralMark is not responsible for damages or lawsuits that arise if you break the law, breach this agreement, or violate the rights of a third party. You need to ensure that the terms and conditions applicable to your transactions with your customers do not conflict with these Terms.

3. Code of Conduct

You represent and warrant that, when using the platform, you will comply with the Code of Conduct set forth in Exhibit A. ViralMark reserves the right to seek all remedies available to it in the event that you violate this Agreement, including the Code of Conduct, up to and including termination of your platform account.

4. Payment

4.1 Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the platform is subject to the timely payment of your fees. Fees may include, but are not limited to, subscription fees, communication surcharges, add-on service fees, or other usage-based or subscription-based fees offered by ViralMark as incurred by you. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of services on a monthly or annual basis, depending on your subscription plan. Usage-based fees, including but not limited to communication surcharges, are calculated based on usage and will be billed monthly as separate line items on your invoice. We will automatically charge the card on file when your fees become due.

4.2 Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your platform account may be force-canceled for non-payment in ViralMark’s sole discretion. Additionally, we may require you to pay any overdue fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges on your invoice, you must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All ViralMark determinations regarding your obligation to pay invoiced fees and charges are final.

4.3 Cancellations. You may cancel your subscription through your platform account or by contacting our support team. You are solely responsible for the cancellation of services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the services associated with your account.

4.4 Refunds

4.4.1 Nonrefundable Fees. All fees assessed by ViralMark are non-refundable, including subscription fees, communication surcharges, and ViralMark’s resale of third-party services, regardless of whether you actually accessed or used the platform account or services during your subscription period. You are solely responsible for any excess fees incurred by you as a result of an error or omission made by you or a third party. ViralMark does not provide fee refunds or credits for such errors or omissions, or for partially used or unused platform or services subscriptions. Except as may be required by law, ViralMark reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and ViralMark’s determination of if and when to issue or deny a refund or credit is final.

4.5 Taxes and Government Assessments. All fees are exclusive of any sales, VAT, GST, and use taxes, levies, fees, duties, interest, penalties, and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. You are exclusively responsible for taxes associated with your use of the platform, including all taxes associated with transactions you conduct with your customers. ViralMark may collect taxes from you as part of the fees as legally required or as ViralMark deems appropriate, and all ViralMark determinations regarding what taxes to collect are final. ViralMark may recalculate and collect additional taxes from you if it determines at any point that they are due. You will indemnify ViralMark for all claims related to taxes that are associated with your activities on the platform, including any taxes related to your transactions with your customers as further described above. Taxes are nonrefundable.

5. Affiliate Program

ViralMark offers an Affiliate Program under which commissions can be earned for referring new customers to ViralMark. Your participation in the Affiliate Program is subject to ViralMark’s approval and your acceptance of the Affiliate Agreement, a copy of which is available [here](#) and is incorporated herein by reference. You must establish a payment account linked to your ViralMark account in order to earn and receive commission payouts. Commissions may be forfeited if ViralMark is unable to submit payment to your payment account for any reason.

6. Intellectual Property

6.1 Platform Content. The platform and platform content are the property of ViralMark or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below. Platform content does not include user contributions, as defined below. ViralMark grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the platform content while using the platform for the purpose of making the platform available to you and your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of platform content without prior permission of ViralMark is strictly prohibited.

6.2 ViralMark Marks and Advertisements. ViralMark’s name, logo, or marks are trademarks and service marks of ViralMark and may not be used without advance written permission of ViralMark, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by ViralMark, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents ViralMark. You may not remove any ViralMark marks, name or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the platform or platform content. Other products or company names mentioned on the platform may be trademarks or service marks of their respective owners. Third-party websites may feature ViralMark marks, with or without authorization, and such usage of ViralMark marks does not constitute or imply any approval, sponsorship, or endorsement by ViralMark. You will not:

- (i) Make any unauthorized representations, warranties, or false, misleading, or deceptive statements regarding ViralMark, its platform, and services;

- (ii) Include ViralMark or any of its services or the platform in any of your comparative and/or marketing advertisements.

6.3 User Contributions. User contributions are considered non-confidential and non-proprietary. You grant ViralMark, our service providers, and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose user contributions to third parties for the sole purpose of fulfilling ViralMark’s obligations under these Terms. ViralMark is not responsible or liable to any third party for the content or accuracy of any user contributions, nor do we endorse the user contributions of third parties. ViralMark is not responsible for any failure or delay in removing user contributions that violate the Terms. ViralMark reserves the right to delete or otherwise remove any user contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that:

- (i) You own or control all rights in and to the user contributions and have the right to grant the license granted above;

- (ii) All of your user contributions comply with these Terms; and

- (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy, and appropriateness of your user contributions.

6.4 Prohibited User Contributions. You are prohibited from posting user contributions on the platform that:

- (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or include graphic descriptions of sexual or violent content;

- (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise;

- (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or

- (iv) Breach the security of, compromise, or otherwise allow access to secured, protected, or inaccessible areas of the platform, or attempt to gain access to other networks or servers via your platform account.

6.5 Feedback. If you provide feedback, you agree and acknowledge that your submission of feedback is voluntary, non-confidential, and gratuitous, and ViralMark and its affiliates have no obligation to use the feedback. You grant ViralMark and its designees a perpetual, irrevocable, non-exclusive, fully paid-up and royalty-free license to use any feedback you submit to ViralMark without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the feedback, and all rights therein, in the name of ViralMark or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

6.6 Feedback Waiver. You hereby irrevocably release and forever discharge ViralMark from any and all actions, causes of actions, claims, damages, liabilities, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall, or may have against ViralMark with respect to the feedback, including without limitation how ViralMark directly or indirectly uses the feedback. You agree that you are responsible for the content of the feedback and further agree (at ViralMark's option and at your sole expense) to defend, indemnify, and hold ViralMark harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines, or expenses, including reasonable attorneys' fees, which ViralMark may incur as a result of use of the feedback in accordance with these Terms.

6.7 Copyright; Digital Millennium Copyright Act. ViralMark is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If you believe that your copyrights have been infringed by a ViralMark user, or that your intellectual property rights have been otherwise violated by a user of our platform, you should notify us of your infringement claim in accordance with the procedure set forth below.

DMCA Takedown Request and Counter-Notice Procedures

[Provide procedures and contact information for DMCA notices.]

6.8 Usage Data. ViralMark may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use, and performance of the platform, the services, and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. ViralMark owns all such Usage Data. If ViralMark desires to disclose any Usage Data, then ViralMark will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify you or your customers and would not permit a third party to identify you or your customers.

7. Disclaimers

ViralMark makes no guarantees that your business will be profitable or that you will make money using the platform or the services. Except as otherwise set forth in these Terms, ViralMark is not providing any business opportunities with use of the platform and/or services.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT VIRALMARK HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT:

- (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS;

- (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

- (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE, OR RELIABLE;

- (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM; OR

- (E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT VIRALMARK IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

VIRALMARK MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD-PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD-PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME PROVINCES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the platform or the services shall be limited to the amount you paid us for services purchased on the platform during the three (3) month period before the act giving rise to the liability, provided however, this limitation will not apply to you if you only use the free services, and in this case, if ViralMark determines to have any liability to you or any third party arising from your use of the free services, then ViralMark’s aggregate liability will be limited to one hundred Canadian dollars.

IN NO EVENT SHALL VIRALMARK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD-PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD-PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold ViralMark harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the platform (“Claims”), including, but not limited to:

- (a) Our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers;

- (b) Any breach of or default under these Terms by you, your employees, agents, or customers;

- (c) The wrongful use or possession of any ViralMark property by you, your employees, agents, or customers;

- (d) Any negligence, gross negligence, or willful misconduct by you or your employees, agents, or customers;

- (e) Misrepresentations by you, your employees, agents, or customers;

- (f) Violation(s) of applicable law by you, your employees, agents, or customers;

- (g) Your actions and the actions of your employees, agents, or customers;

- (h) The acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email, or other communications using the services;

- (i) Taxes and other fees; and/or

- (j) Any disputes between (1) you and other users, (2) you and your client(s), and/or (3) your customers.

If the platform is found to violate any third-party intellectual property right, at our option we may:

- (a) Obtain the right for you to continue to use the platform as contemplated by these Terms;

- (b) Modify or replace the platform, in whole or in part, to seek to make the platform non-infringing; or

- (c) Require you to immediately cease any use of the platform.

9. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to ViralMark for which monetary damages would not be an adequate remedy, and ViralMark shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

11. Waiver and Severability

No waiver by ViralMark of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of ViralMark to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

12. Change of Control

ViralMark may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without ViralMark’s prior written consent, which may be withheld at ViralMark’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and ViralMark with respect to the platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of ViralMark.

ViralMark may enter into a separate agreement with you. The terms of any separate agreement between you and ViralMark will be considered a part of your entire agreement with ViralMark. To the extent there is a conflict between these Terms and the terms of your separate agreement with ViralMark, your separate agreement with ViralMark will control.

14. Term and Termination

These Terms will remain in full force and effect so long as you maintain a platform account. The sections of these Terms that are intended to survive termination of your platform account will remain binding even after you are no longer a platform user.

14.1 Grounds for Termination. You agree that ViralMark, in its sole discretion, may suspend or terminate your access to the platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this platform and reporting you to the proper authorities, if necessary. ViralMark reserves the right to delete platform accounts that have remained inactive for ninety (90) days or more.

14.2 No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the platform will immediately cease. ViralMark is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your platform access.

14.3 No Termination by Third-Party Users. ViralMark has limited access to subscriptions not directly purchased from us. Any user who has been given access to the platform by any party other than ViralMark must contact the party who originally provided access to the platform for any inquiries related to termination.

14.4 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the platform or any associated product or service through the platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the Province of [Insert Province], Canada will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws. These Terms may be translated into different languages—only the English version is valid and enforceable.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by [Insert Arbitration Institution] in accordance with its [Insert Relevant Rules], then in effect. The arbitration proceedings shall be held in [Insert City], [Insert Province], Canada. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to ViralMark must be sent to [Insert Contact Email]. You agree to allow us to submit notices to you either through the email address you provided when registering or to any address we have on record. Notices are effective on receipt.

ViralMark may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact information. If you no longer wish to receive communications from ViralMark, you can click on the “unsubscribe” link provided in such communications or contact us at [Insert Unsubscribe Email].

When you create a platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. ViralMark will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from ViralMark, do not respond to the email and notify ViralMark by emailing us at [Insert Contact Email].

For all other feedback, comments, requests for technical support, and other communications relating to the platform or the Terms, please contact us at [Insert Contact Email] or by mail at:

ViralMark

ATTN: Legal Department

[Insert Mailing Address]

[Insert City, Province, Postal Code]

Canada

17. Definitions

[Include relevant definitions, adjusted as necessary.]

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Exhibit A

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Code of Conduct

At ViralMark, we are committed to fostering a respectful, inclusive, and lawful environment for all users. By using our platform, you agree to adhere to the following Code of Conduct:

1. Compliance with Laws

- You must comply with all applicable local, provincial, national, and international laws and regulations.

2. Respectful Communication

- Do not engage in harassment, discrimination, hate speech, or any abusive behavior toward others.

- Respect the rights, privacy, and dignity of others.

3. Prohibited Content

- Do not upload, share, or promote content that is illegal, harmful, threatening, defamatory, obscene, infringing, or otherwise objectionable.

- Avoid content that exploits or harms minors in any way.

4. Intellectual Property

- Respect intellectual property rights. Do not share or distribute content without proper authorization or ownership.

5. Privacy and Personal Data

- Do not collect, store, or share personal information about others without their explicit consent.

- Comply with all applicable data protection and privacy laws.

6. Security

- Do not attempt to gain unauthorized access to any part of the platform or its related systems.

- Do not distribute viruses, malware, or any other harmful code.

7. Integrity

- Do not engage in fraudulent, deceptive, or misleading practices.

- Be honest and transparent in all your dealings on the platform.

8. No Spam or Unsolicited Communications

- Do not send unsolicited or bulk messages (spam).

- Do not engage in phishing or other fraudulent activities.

9. Fair Use

- Use the platform resources responsibly. Do not engage in activities that could impair the functionality of the platform for others.

10. Reporting Violations

- Promptly report any violations of this Code of Conduct to ViralMark at [Insert Contact Email].

Consequences of Violations

- Violations of this Code of Conduct may result in suspension or termination of your account, and legal action where appropriate.

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Exhibit B

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Artificial Intelligence Acceptable Use Policy

This Artificial Intelligence Acceptable Use Policy (“Policy”) outlines the acceptable use of AI features provided by ViralMark (“we,” “us,” or “our”) on our platform. By using the AI features, you (“User”) agree to comply with this Policy.

1. Compliance with Laws and Regulations

- Legal Use: You must use the AI features in compliance with all applicable local, provincial, national, and international laws and regulations.

- Jurisdictional Restrictions: Ensure that AI use is permitted in your jurisdiction before utilizing AI features.

2. Prohibited Uses

You agree not to use the AI features for:

- Illegal Activities

- Engaging in or promoting activities that are illegal, fraudulent, or violate any laws or regulations.

- Discrimination and Harassment

- Creating or distributing content that is harassing, defamatory, discriminatory, or encourages violence against individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, age, disability, or any other protected characteristic.

- Harmful Content

- Generating content that is obscene, pornographic, or involves the exploitation of minors.

- Promoting self-harm, suicide, or violence.

- Misinformation

- Creating or spreading false or misleading information intended to deceive others.

- Malicious Activities

- Developing or distributing malware, phishing content, or engaging in activities that could harm others.

- Privacy Violations

- Collecting, processing, or disclosing personal data without explicit consent, or in violation of privacy laws.

- Intellectual Property Infringement

- Using the AI features to infringe upon the intellectual property rights of others.

- Automated Decision-Making

- Employing AI for automated decision-making processes that have legal or significant effects on individuals without appropriate safeguards or compliance with laws.

- Regulated Advice

- Providing medical, legal, financial, or other professional advice without proper qualifications or licenses.

3. Responsible Use

- Transparency

- Disclose to users when they are interacting with AI-generated content or communications.

- Data Security

- Protect any data used with the AI features from unauthorized access or breaches.

- Content Monitoring

- Regularly review AI-generated content to ensure compliance with this Policy.

- Accuracy

- Strive to ensure that AI-generated content is accurate and reliable.

4. User Responsibilities

- Content Ownership

- You are solely responsible for any content generated or actions taken using the AI features.

- Monitoring and Compliance

- Actively monitor your use of AI to ensure adherence to this Policy and take immediate action to correct any issues.

5. Reporting and Enforcement

- Reporting Violations

- If you become aware of any misuse of the AI features, you must notify us immediately at [Insert Contact Email].

- Enforcement Actions

- We reserve the right to suspend or terminate access to AI features for violations of this Policy.

- Legal action may be taken against users who violate laws or regulations.

6. Disclaimers and Limitations

- No Warranty

- We make no warranties regarding the accuracy or reliability of AI-generated content.

- Limitation of Liability

- We are not liable for any damages arising from your use of the AI features.

7. Changes to This Policy

- Modifications

- We may update this Policy from time to time. All changes are effective immediately when posted.

- Continued Use

- Your continued use of the AI features constitutes your acceptance of the updated Policy.

8. Governing Law

- This Policy is governed by the laws of the Province of [Insert Province], Canada.

Acknowledgment

By using the AI features on our platform, you acknowledge that you have read, understood, and agree to be bound by this Artificial Intelligence Acceptable Use Policy.

r: This Terms of Service template is provided for informational purposes only and does not constitute legal advice. It is recommended that you consult with a qualified attorney to ensure that your Terms of Service comply with all applicable laws and regulations specific to your business.