This Terms of Service Agreement (the “Agreement”) is a legal agreement between you (“You”) and Virgo Surgical Video Solutions, Inc., a Delaware corporation (“Company,” “we” or “us”) for use of the website located at https://portal.virgosvs.com (the “Site”), the servers the Site are stored on, and the files stored on that server (collectively, the “Services”).
By creating an account or accessing or using the Services, You are acknowledging that you accept and agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES. We may modify this Agreement from time to time. All amended terms automatically take effect 10 days after they are initially posted on the Site. Your use of the Services following the effective date of any modifications to this Agreement will constitute your acceptance of the Agreement as modified. You agree that notice on the Site of modifications is adequate notice.
The Company grants You a limited, revocable, non-exclusive, non-transferable license to access and use the Services for Your own individual non-commercial use subject to the other terms of this Agreement.
From time to time and without prior notice to you, we may change, expand and improve the Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services or portions of the Site. Any modification or elimination of the Services will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Services do not entitle you to the continued provision or availability of the Services.
You agree not to resell the Services. You may not modify, reverse engineer, decompile or disassemble the Services. You may not copy, adapt, alter, modify, translate, or create derivative works of the Services without written authorization of the Company. You may not permit other individuals to use the Services, including but not limited to shared use via a network connection. You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Services. You may not circumvent or disable any technological features or measures in the Services for protection of intellectual property rights. You may not use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. You may not use or access the Site or Services to compile data in a manner that is used or usable by a competitive product or service. Any such forbidden use shall immediately terminate Your license to the Services.
You hereby grant Company and a perpetual, irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your User Content as well as all modified and derivative works thereof. To the extent permitted by applicable laws, You hereby waive any moral rights You may have in any User Content.
In compliance with the Digital Millennium Copyright Act (“DMCA”) the Company adheres to the following copyright policy:
To report content that resides on or is accessed via the Virgo Site or Services, please follow the below procedure by using the contact information at the bottom of this section, with the following:
Virgo Surgical Video Solutions, Inc.
1161 Mission St.
San Francisco, CA 94103
Attn: Matt Schwartz
It is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying the Company of any unauthorized use of your account, or breach of your account information or password. The Company will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorney’s fees for your failure to safeguard user and password information and/or promptly notify the Company about unauthorized use of your account or breach of your account information or password.
Actual or attempted unauthorized use of any of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site without notice or further permission from You, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site.
If you use the Service through a Mobile Device, please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the Service on a mobile device. If you change or deactivate your mobile telephone number, you agree that you will update your account information on the Services immediately to ensure that your messages are not sent to the person who acquires your old number.
You will indemnify and hold the Company, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. THE COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE AND SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
The Company may terminate Your license to use the Services with or without cause at any time. Should You breach this Agreement or fail to comply with any term of this Agreement, Your right to use the Services shall terminate immediately and without notice. You may also terminate this Agreement by simply discontinuing use of the Service.
Any dispute arising from this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SANTA CLARA COUNTY, STATE OF CALIFORNIA AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL. Any cause of action you may have with respect to your use of the Site and Service must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this agreement shall be admissible in judicial or administrative proceedings.
All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.