Welcome to Virtuelly – your one-stop platform to offer your unique experiences and connect with new Customers. We’re excited to bring you on as an Preferred Vendor. The first step is to confirm our relationship. Please see below for our Vendor Agreement Terms.
This Vendor Agreement (“Agreement”) is by and between Virtuelly Inc. (“Company”, “We” or “Us”) the purveyor of Virtuelly.com (“Platform”) and the undersigned Vendor (“Vendor”) (together, the “Parties”). The vendor agrees to offer their specific services through the Platform to engage with prospective Customers.
1. Scope of Services
Virtuelly Inc. is the owner and operator of www.virtuelly.com, its digital platform and related proprietary assets that allow for the ordering and scheduling ofvirtual events (collectively referred to herein as “Platform”). We have agreed to include you as a Preferred Vendor (“Vendor”) on our Platform to feature your products or services to our users (collectively “Vendor products”).This Platform is subject to the terms and conditions available at www.virtuelly.com/terms and the specific vendor policies and code of conduct available at www.virtuelly.com/vendorpolicies both of which are incorporated in full by this reference. In the event of a conflict, the order of precedence shall be this Vendor Agreement, our terms and conditions and the vendor policies and code of conduct.
2. Vendor Obligations and Representations
As a Vendor you agree to:
- Provide accurate details of your current offerings and services offered complete with pricing information and calendar availability on the Platform to ensure that Customers (scheduling events through the Platforms) have access to up-to-date information.
- Provide and deliver the quality products and services on a timely basis to the Customer
- Abide by the Vendor Policies and Code of Conduct available atwww.virtuelly.com/vendorpolicies
- Vendor represents and warrants to us that: (1) it has all necessary licenses and certifications to provide its services to the general public; (2) it is in good standing and fully compliant with all health, food and liquor/alcohol regulatory bodies of its locale, and state regulations; (3) is duly authorized and licensed to conduct business in its state of location; (4) carries general liability insurance in the aggregate of one (1) million dollars; and (5) shall comply with any other state or federal laws as it applies to their business.
If you are not able to meet these obligations, we reserve the right to suspend or terminate you from the Platform in addition to other remedies.
3. Vendor Content and Trademarks
- Vendor grants to us the right to use and display Vendor's name, product name, service name, brand information, logos, marks and trademarks (collectively, the “Marks”). In addition, Vendor also provides a non-exclusive, pereptural, transferable, world wide right to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, or otherwise use any and all text, images, videos and other content and materials provided by Vendor (“Vendor Content’), in each case for the purposes of marketing and promoting the availability of the events.
- The Vendor represents, warrants and covenants that Vendor owns, or has rights sufficient to grant the rights granted to us in this Agreement with respect to, all Vendor Content provided to us. Seller further agrees that all content provided to or otherwise made available for us to use will be accurate and complete and will not contain material that could be construed as misleading or fraudulent to us, Customers or the general public. Finally, Vendor warrants that all Vendor content does not and will not infringe upon or violate the proprietary rights of any third party.
4. Privacy
Vendorhereby agrees to adhere to all applicable laws and our privacy policy (available at www.virtuelly.com/privacy, as may be updated from time to time by us and incorporated herein by this reference) with respect to Vendor's use and disclosure of Customer information provided to Vendor by us or otherwise collected, obtained or received by Vendor in exercising its rights or fulfilling its obligations under this Agreement. Vendor will use such Customer information only for purposes of providing to the applicable Customer the products or services booked by such Customer. For all Customer information (including without limitation Customer information provided to Vendor by us) in Vendor's possession or under Vendor's control, Vendor will
- adopt and adhere to a privacy policy consistent with applicable laws, rules, regulations and guidelines and our privacy policy;
- employ reasonable, industry standard physical, technical and administrative measures to protect the Customer information, including without limitation storing the Customer information in secured environments that are not accessible to the general public and having security measures in place at Vendor's facilities to protect against the loss, misuse, corruption, unauthorized disclosure, or alteration of the information by Vendor's employees or third parties; and
- shall ensure that any collection, use and disclosure of Customer information obtained by Vendor or processed by third parties (i.e. shipping processors, etc.) at the direction of Vendor pursuant to the Agreement complies with all applicable laws, regulations and privacy policies. Vendor agrees not to send any unsolicited, commercial email or other online communication (e.g., "spam") to Customers.
- For purposes of this Agreement, “Customer Information” means name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information and any other non-public, identifying information available to Vendor as a result of Vendor's relationship with us.
5. Independent Relationship
The parties shall remain independent of one another and nothing in this agreement shall be treated as an employer/employee, partnership, or anything similar. Each party is solely responsible for the payment of all state, local and federal taxes associated with their respective businesses.
6. Agreement Not to Circumvent or Solicit
Vendor agrees and expressly acknowledges that it shall refrain from any activity that circumvents the use of the Platform. Vendor may contact Customers regarding their specific event and related updates. Vendor, however, should refrain from offering Customers services directly, or soliciting Customers after the conclusion of events for future services excluded from the Platform. Vendor agrees that its integrity is the reason they are a part of this community and failure to adhere to this term may result in suspension of service including other actions.
7. Term and Termination
The term of this Agreement shall begin on the date accepted by the Vendor and shall continue until either party provides notice of termination for any or no reason, or Vendor deactivates its account.
8. Payment & Cancellation
We will pay Vendor the agreed upon quoted fee for services rendered upon conclusion and successful delivery of the Servicers to Customer. Services that include the purchase of certain goods or services prior to the event, shall be billed to Customer immediately and funds shall be released to Vendor prior to such event.
Vendor’s payment rights for a canceled event are provided for in the Vendor Policies
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY TO VENDOR FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY US TO VENDOR IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO VENDOR'S BREACH OF SECTION 4 (Privacy) OR VENDOR'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (Indemnification).
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.
10. Indemnification
Vendor will indemnify and hold harmless, and at our request, defend us (including without limitation our affiliates) and any of their respective directors, officers, employees, agents, Vendors, licensors, vendors, distributors and service providers (each an “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys' fees and court costs) incurred or suffered by a Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Indemnified Party directly or indirectly arising out of or relating to (i) activities, operations, products or services, in connection with providing services to Customers, (ii)the product or service, Vendor Content or the Marks, (iii) Vendor's breach (or a claim that, if true, would be a breach) of this Agreement, including without limitation any and all of Vendor's representations and warranties in this Agreement and any breach of the confidentiality or privacy provision or Vendor's breach of its privacy policy, or (iv) taxes arising out of the resale of the Products.
We will provide prompt written notice to Vendor of any claim giving rise to the indemnification obligation, and if requesting defense by Vendor, provide reasonable cooperation and assistance with respect to the claim (at Vendor's request and expense) and permit Vendor to assume sole control over the defense and settlement of the claim (provided, however, that we shall have the right to approve counsel selected by Vendor (such approval not to be unreasonably withheld or delayed) and, if Vendor fails to promptly assume the defense and settlement of the claim after our request, we may do so at Vendor's sole cost and expense). Neither party will compromise or settle the claim without the other party's prior written consent, which will not be unreasonably withheld or delayed.
11. FORCE MAJEURE
If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, power failures, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation and shall reschedule and no additional charge to the Customer.
12. Changes to The Agreement
We reserve the right to update or otherwise make changes to this Agreement (including to any policy referenced herein) from time to time on at least thirty (30) days' notice (“Notice Period”), which notice we will provide to Vendor by reasonable means (including via email, via our platform, or other electronic or other interactions with Vendor). If Vendor does not notify us of Vendor's objection during the Notice Period, Vendor's continued access to and use of our Platform and other products, services and materials provided by us to Vendor under this Agreement after the effective date of such revised version of this Agreement will be deemed Vendor's acceptance of such revised version; however, changes to this Agreement will not apply to any dispute between the parties based on a claim filed before the effective date of the changes.
13. Entire Agreement & Dispute Resolution
This Agreement shall constitute the entire Agreement of the partiesand shall supersede any prior written or oral statements. Any modifications or amendments shall be in writing and mutually agreed to by the parties. This Agreement shall be governed by the laws of the State of Washington.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or breach thereof, shall be settled first by non-binding mediation. In the event, that neither party is satisfied with the results thereof, then by binding arbitration. Arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Arbitration proceedings shall be conducted in King County, WA. The prevailing party may enter any judgment or award rendered by the arbitrator in any court having jurisdiction thereof.