Terms of Use
The following terms and conditions comprise the Terms of Use (these “Terms”) regarding your use of the products and services provided by ALY at ALYvr.com (the “Site”). These Terms are a legally binding agreement between you and designVR, LLC (“Owner”), the owner of ALY, so please read carefully. If you do not agree with these Terms, do not register or use any of our Services (as defined below).
By using, accessing or registering with the Site, our platform and our products and products and services, which includes all applications, mobile, software, websites or other properties owned or operated by Owner (the “Services”), you are agreeing to be bound by these Terms provided by Owner and the Site (“Owner” or “we” or “our”).
If you are using or accessing the Services on behalf of an entity or organization, you are agreeing to these Terms for that entity or organization and promising to Owner that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
In order to use the Service, you must be legally permitted to accept these Terms under the laws of your jurisdiction.
1. PRIVACY
In connection with our operation of the Site and the provision of Services from the Site, we collect certain information about you. We use and protect that information as described in our Privacy Policy (which may be accessed through this link). You acknowledge that your use of the Services is subject to our Privacy Policy for all purposes and understand that the Privacy Policy identifies how Owner collects, stores, and uses certain information.
2. CHANGES TO THESE TERMS
We reserve the right to modify these Terms at any time. The most current version of these Terms will be posted on the Site. If we make material changes to these Terms, we may notify you via the Services and/or by email to the address associated with your account. If you do not affirmatively accept the changes, you must stop using and cancel your account by emailing cancel@ALYvr.com. Additionally, if we make changes and choose not to notify you, your continued use of our Services at any time means that you have consented to any then existing terms and conditions of these Terms.
3. YOUR ACCOUNT
Use of the Services will require you to obtain an account by completing a registration form and designating a user ID and password. When registering with the Site you must: (a) provide true, current and complete information about yourself on the registration form, and (b) maintain such information so it continues to be true, current and complete.
You are entirely responsible for all materials and information that you upload, allow access to, or otherwise transmit via the Site (please also see our Acceptable Use Policy in Section 10). Only you may use your account and you are responsible for all aspects of your account. Each user must have a separate account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account, please contact us at admin@ALYvr.com.
4. EMAIL SELECTED FOR YOUR ACCOUNT
You get to choose what email address(es) you register for an account. If your organization/entity provided you with your account, or if you agree to have your account managed by an organization/entity, you understand that this organization/entity has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content (as defined below) in your account.
5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with the Site and/or signing up for Services, you understand and consent to us sending you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding Owner’s products and services. Please review your settings in your account to control the messages you receive from us or you may choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communications by following the instructions in the message.
Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than advertising and marketing materials) electronically, you must stop using the Services.
6. CONTENT
We call all the electronic documents, files or information that you upload to your account and/or give the Site access to, “Content”. All Content uploaded by You into your account or accessed by the Site to perform Services shall be owned by You or used with a proper license thereto. You are responsible for: (a) all Content in your Site account(s) that you allow access to in connection with Owner and the Site performing the Services; and (b) making sure that you have all the rights you need in relation to the Content, including rights or ownership and/or full rights to license and use the Content from any applicable third parties for all purposes; and further You represent and warrant that you have all proper licenses and rights to upload and use any Content in connection with the Services being performed. In addition, by storing, using or transmitting Content you confirm that you will not violate any law or these Terms (please also see the Acceptable Use Policy in Section 10). You agree that when you upload or allow access to any of your Content, you will be allowing third parties to see your Content and such people may then be able to use your Content. Once Content has been utilized for Services by the Site and Owner and links and work product is pushed out to parties that you have identified, Owner and the Site are not responsible for anything related to the use of the Content by third parties.
You agree that by accessing the Site, you hereby grant to the Owner a perpetual, royalty-free, irrevocable license to use, reproduce, modify, adapt, create derivative works from, publish, translate, license, transmit, distribute and otherwise exploit any or all portions of your public User Content in any manner and media and by means of any technology now known or hereafter developed. In addition, you hereby irrevocably waive all “moral rights” in any such User Content. You also confirm that since the User Content is wholly original to you and does not infringe any third party’s rights, including intellectual property rights, the Owner is free to implement such User Content at its discretion, as provided by you or modified by Owner, without obtaining further permission from you or any third party, and without any additional consideration of any kind. The Owner is not obligated to review, pre-screen, monitor, delete or edit User Content. However, the Owner reserves the right to do so at any time in its sole discretion, and to refuse, delete, remove or edit any User Content, in whole or in part, with or without notice, at its sole discretion and without any responsibility or liability.
Further to the above, You agree that you will fully indemnify and hold harmless Owner from any and all claims from third parties arising from or related to any Content You upload to the Site, including but not limited to any causes of action or claims brought by any third party licensor that Content uploaded by You was uploaded in breach of an applicable license.
7. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
Owner and the Site will always act appropriately with respect to the intellectual property of third parties and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.
If you believe there has been a violation of your intellectual property rights, please contact us at admin@ALYvr.com or to our designated copyright agent by mail:
Attn: ALY Copyright Agent
P.O. Box 168283
Irving, Texas 75038
8. CONFIDENTIAL INFORMATION
During your use of the Services, the Site and/or Owner may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to Owner.
Similarly, we agree that your credit card/banking information and information contained in your account profile is confidential to you.
Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential, such information is to be treated as confidential information.
Excluded from such obligation of confidentiality is information that: (a) is already know by a party at the time it is disclosed; (b) was received from a third party who had the right to disclose information; (c) is generally available to the public; or (d) was independently developed by a party without using any confidential information. Also excluded is Content that you provide for the purposes of providing the Services which Content is then included in work product that is sent to third parties that you designate.
A party shall protect applicable confidential information with the same degree of care that it treats its own confidential information and will not share the information with any third party except as allowed in these Terms or through the Services. Confidential information will always remain the property of its owner.
9. CONTENT USAGE – US ONLY
The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States. Owner does offer products that enable processing of Content outside of the United States.
10. ACCEPTABLE USE POLICY
You agree you will not, nor will you encourage others or assist others to, do harm to the Site or the Services or use the Site or the Services to harm others. For example, you shall not use the Services or the Site to harm, threaten, or harass another person, organization or Owner and/or to build a similar service or website. You shall not: (a) damage, disable, overburden, or impair the Site or the Services (or any network connected to the Services or the Site); (b) resell or redistribute the Services or any part of them; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by the Site) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or by the Site or in violation of our fair use policy; (f) use the Services to, and/or cause Owner to, violate any law or distribute any malware or malicious Content; or (g) distribute, post, share information or Content illegally or without permission.
If you are suspected of conducting any of the foregoing activities, we reserve the right to use any measures to stop you from breaching these Terms and retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Site or the Services.
We also reserve the right to deactivate, change and/or require you to change your Owner user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Site or the Services.
You also agree that if you learn of any unauthorized or unacceptable use of the Site, any account, Content or the Services, you will promptly contact Owner Support and take all reasonable steps to cooperate with Owner and assist in the termination of such use.
11. SUSPENSION AND TERMINATION OF THE SERVICE
We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if a) you are in breach of these Terms; or b) your use of the Services could cause a risk of harm or loss to Owner, the Site or our other users; or c) Owner declines to renew your subscription to the Site. When reasonable and as permitted by law, Owner will provide you reasonable advance notice of this change. We will not be able to provide this advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for Owner, or if providing notice would compromise our ability to provide the Services to our other users. For the avoidance of doubt, Owner may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason.
You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored on the Site or with the Services.
Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such request within fourteen (14) days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this fourteen (14) day period.
12. UPDATES TO THE SERVICE
We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.
13. THIRD PARTY PRODUCTS
Owner may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between you and the applicable third-party provider. Owner makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.
14. ALY PROPRIETARY RIGHTS
All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Owner Confidential Information belong to Owner, and/or its suppliers, affiliates, or licensors.
Owner or its licensors own and reserve all rights, title and interest in and to the Site, the Services and all hardware, software and other items used to provide the Site and the Services, other than the rights we expressly grant to you to use the Site, and the Services. No title to or ownership of any proprietary rights related to the Site or the Services is transferred to you pursuant to these Terms.
If you provide comments, suggestions and recommendations to Owner about the Site or the Services (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning all rights in and to this Feedback to Owner.
15. NO WARRANTY OR CONDITIONS
There are certain things that we do not promise about the Services. Other than as expressly stated, we do not make any commitments about the specific functionality available through the Services, their reliability, availability, or ability to meet your needs.
TO THE EXTENT NOT PROHIBITED BY LAW, OWNER AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE ALL SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. YOU ASSUME ALL RISKS WITH ACCESSING THE SITE AND ANY SERVICES FROM YOUR COMPUTER, YOUR NETWORKS OR THE INTERNET AND UNDERSTAND THAT THERE ARE INHERENT RISKS TO SUCH ACCESS.
16. INDEMNIFICATION
To the extent not prohibited by law, you will defend Owner against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Owner’s actions); or (b) violates applicable law or these Terms. Owner will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.
17. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL OWNER AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF OWNER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF OWNER AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SITE OR THE SERVICES, WILL BE LIMITED TO ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.
NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
Nothing in these Terms shall exclude or limit the liability of you or Owner and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law.
The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and Owner, and you and Owner have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.
18. DISPUTE RESOLUTION AND GOVERNING LAW
You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.
If you reside in the United States, you agree that the Terms, and your relationship with Owner will be governed by the laws of the State of Texas, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, the Uniform Computer Information Transactions Act, and any law effectuating these conventions do not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in Dallas County, Texas, USA and we each agree to personal jurisdiction in those courts. However, you agree that Owner can apply for injunctive remedies in any jurisdiction.
If you reside outside of the United States, you agree that the Terms, and your relationship with Owner, shall be governed by the laws of the England and Wales. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. We both agree that all claims can only be litigated in London, England and we each agree to the exclusive jurisdiction of the courts located within London, England. However, you agree that Owner can apply for injunctive remedies in any jurisdiction.
To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.
19. FREE TRIALS
If a trial is at any time offered by the Site and you are on a trial, you may cancel at any time until the last day of your trial.
If you do not cancel your account after the trial and we have told you the account will be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.
20. FEES
When you subscribe to the Site and agree to receive Services, you agree to pay all fees (“Fees”) as quoted to you when you request such Services. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Services (for example, data charges and currency exchange settlements). You will pay the Fees in the currency quoted at the time of purchase. Owner reserves the right to change the eligible currencies at any time, except where not permitted by applicable law.
Owner reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Site and the Services, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to cancel@ALYvr.com (with cancellation confirmation). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid Services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
21. BILLING/PAYMENT
When you register and elect to receive Services, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Owner has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term.
You understand that failure to pay any charges or fees may result in the suspension or cancellation of your account and the Services.
22. SUBSCRIPTION PLANS
You may elect sign up from time to time for any subscription plans and billing options that are made available from time to time, which may include one of more of the following:
A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three (3) business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.
An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew for additional periods equal to one (1) year each year on the anniversary unless you cancel at least three (3) business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel or downgrade the Services you have selected until the anniversary date.
If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.
Where required by law, you may have a legal right to cancel your subscription during the prescribed timeframe of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.
23. SUBSCRIPTION SPECIFIC TERMS
If you are purchasing an Owner subscription plan, the terms and conditions of such plans will be binding upon you and your organization, which may include, but not be limited to, the following terms:
You: (a) are required to have an Owner account, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for setting your configurations of the Services, and (d) are responsible for managing your users’ activity and any of your devices and/or any systems that you use to access the Services.
The following categories of users shall apply as your organization’s users:
Users whose accounts are controlled by your organization’s administrator;
Users who are employed by your organization; and
Users whose accounts are associated with an email address controlled by your organization.
These categories include, for the avoidance of doubt, any such users with individual plan accounts.
If Owner provides you with a report showing that your organization has more users than purchased accounts, then you will promptly (but in any event with seven (7) days of receiving such report) purchase additional accounts or permanently delete the excess accounts.
If your organization has more users than purchased accounts, Owner may place reasonable restrictions on your account until you adequately address your excess users (such as restricting or limiting your organization’s ability to deploy additional accounts).
24. DOWNLOADED SOFTWARE
The Site and/or Owner may determine that in connection with your use of the Site and the Services, it may be necessary to use optional downloadable user software (“Software”). This Software may update automatically on your device once a new version or feature is available. Owner gives you a personal, worldwide (subject to applicable law), royalty-free, non-assignable and non-exclusive license to use the Software provided to you by Owner as part of the Site and the Services, for the sole purpose of enabling you to use and enjoy the benefit of the Service.
25. TRAINING OR CONSULTING SERVICES. In the event you order any operational or technical services beyond the Site (collectively, “Consulting Services”), the nature, details and duration of the Consulting Services will further be described in a statement of work between you and Owner.
GENERAL TERMS
27.1 Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
27.2 Assignment and Transfer. We may assign, transfer, or otherwise dispose our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign these Terms or transfer any rights to use the Site or the Services, unless we provide written consent for you to do so.
27.3 Independent Contractors; No third-party beneficiaries. Owner and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
27.4 Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.