Terms of Service
Version 3.0 | Updated July, 2022
Your use of, and access to, the Virtual Tables, Inc. (“Virtual Tables”) website, platform, and or any related or associated event website / URL) (“Platform”), associated software and services (collectively with the Platform, “Services”) is conditioned upon strict compliance with the within Terms of Service (“TOS”). This TOS describes Your rights and responsibilities, and what You can expect from the Services. Use of any Service constitutes Your express acceptance of and agreement to adhere to and comply with the TOS.
To the extent applicable, should You, at any time, enter into a Scope of Work Agreement with Virtual Tables, you expressly agree that any such Scope of Work Agreement, if any, shall be in conjunction with the within TOS. In the event of a conflict between a Scope of Work Agreement and the TOS, the TOS shall control unless specifically provided for otherwise within the Scope of Work Agreement.
PLEASE TAKE NOTICE: If you do not agree with any provision or portion of the TOS, nor wish to be bound to all of its terms, do not access or use the Platform, Services, or any other aspect of Virtual Tables. By accessing or moving forward on the Platform or with any Service, you expressly agree that you have read, understood, and agree to be bound by the within TOS. You further agree to be bound to any and all additional and or subsequent policies and or terms, applicable to the Platform or Services, and your use of same, hereafter or concurrently promulgated by Virtual Tables in its sole and exclusive discretion. Virtual Tables reserves the right to add, delete and or otherwise modify any of the terms and conditions contained in the TOS, at any time and in its sole and exclusive discretion, by posting a change notice on a Platform or by email. If any modification is unacceptable to You, Your only recourse is to immediately discontinue Your use of the Platform and Services. Your continued use of the Platform or any Service following the posting of a change or email notice or new TOS on the Platform will constitute Your express and fully binding acceptance and ratification of any such changes.
Virtual Tables maintains the following email address for questions relevant to the TOS: email@example.com. In the event of a question, please contact Virtual Tables via this email address prior to using the Platform or any Service.
“End User” or “You” means an Event Host, Participant, Guest, Talent, Service Recipient, Platform user, and or similar.
“Event” means an event, session, and or similar held on or by virtue of the Platform.
“Host” means an individual or entity that has entered into an agreement with a Reseller and or Virtual Tables.
“Intellectual Property Rights” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including copyrights, trademarks, service marks, trade secrets, rights in patent (and patent applications), and moral rights.
“Scope of Work Agreement” means the order, work order, scope of services, agreement, and or similar (including payment schedules as may be applicable) between Virtual Tables and any Host, You, and or Reseller. The aforesaid terms are interchangeable.
“Participant” means an individual or entity, other than the Host, who accesses or uses the Services and or the Platform. The employees, agents, and designees of a Host are participants.
“Reseller” means a third party that is authorized by Virtual Tables to license to End Users the right to access and use the Services.
2. Use of the Platform and Services
2.1 Event Features. As part of an Event, certain services may be offered on or by virtue of the Platform, including but not limited to message boards, approved interactions with certain talent, contests, videos, trivia, and games, which may change from time to time (“Event Features”).
2.2 Eligibility. Virtual Tables will only knowingly provide the Services to parties that can lawfully enter into and form contracts under applicable law. If You are under the age of majority, You may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by this TOS, and in accordance with the laws of the jurisdiction where You are situated. Alternatively, you may not use the services. The Platform and Services are expressly not intended for use by children and their use is expressly forbidden. We do not knowingly collect or process personal data from children, and no part of our Services is directed to them. A child is defined in accordance with the laws of the Jurisdiction in which You are situated. If you are a parent or guardian and you learn that your child has provided us with personal data, please contact us. If we become aware that we have collected personal data from a child without verification of parental consent, we take steps to remove that information from our systems.
2.3 Compliance with TOS and Applicable Law. You agree that You will comply with all of the terms and conditions of this TOS and all applicable laws, regulations and rules, including but not limited to all prohibitions relevant to exploiting images or the likenesses of minors, when You use the Platform and or Services.
2.4 Your License to Use the Services. Virtual Tables grants You a limited, non- exclusive, non-sublicensable, non-transferrable, revocable license to access and use the Services for its intended purposes, subject to Your strict compliance with this TOS. If You use the Services in a manner that exceeds the scope of this license or You breach this TOS, or any applicable law, statutes, rule, or regulation, Virtual Tables may, in its sole and exclusive discretion, revoke the license granted to You and You shall have no recourse.
(a) All rights, title and interest in and to the Platform, Services and any derivatives, modifications, discoveries, improvements, or enhancements thereof or relating thereto and any Feedback, and all Intellectual Property Rights therein or relating thereto, without exception, both expressed, implied, and in law, equity, or in common law, are and will remain the exclusive property of Virtual Tables. You agree to and do hereby irrevocably make all assignments necessary to provide Virtual Tables with the ownership rights set forth in the immediately preceding sentence. “Feedback” means all ideas, suggestions, feedback, and similar relating to the Platform and one or more Services. To the extent necessary, You consent that any assignment stemming from this paragraph, is supported by good and valuable consideration and is thus enforceable.
(b) Virtual Tables retains ownership of all proprietary rights in the Platform and Services and in all Virtual Tables trade names, trademarks, service marks, logos, and domain names (“Virtual Tables Marks”) associated or displayed with the Platform and or Services. You may not frame or utilize framing techniques to enclose any Virtual Tables Marks, or other proprietary information (including but not limited to images, text, page layout, or form) of Virtual Tables without express written consent. You may not use any meta tags or any other “hidden text” utilizing Virtual Tables Marks without Virtual Tables’ express written consent.
(c) Your rights in the Services are limited to the rights expressly granted herein and no additional or other rights or licenses are granted in or to the Platform or Services or other property or rights of Virtual Tables or any Intellectual Property Rights therein or relating thereto. Any rights not expressly granted to You herein are reserved by Virtual Tables. Any implied or perceived rights are expressly waived by You.
2.6 Third-Party Services.
(a) Through Your use of the Platform and or Services, You may have access, directly or indirectly to certain third party applications, such as plugins and websites, including websites that solicit charitable donations (collectively, “Third Party Applications”). Virtual Tables does not maintain control over Third Party Applications, and shall not be responsible for their content, operation or use. Third Party Applications may be modified or disabled at any time, and Virtual Tables shall not be under any obligation to provide notice of any such modifications. By linking or otherwise providing access to Third Party Applications, Virtual Tables does not provide any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of information or services provided by such Third Party Applications. Virtual Tables hereby disclaims any and all responsibility and liability for any harm resulting from Your use of Third Party Applications, and You hereby irrevocably waive any claim and or counterclaim against Virtual Tables with respect to all Third Party Applications, without exception nor limitation.
(b) Your use or procurement of a Third Party Applications is subject solely to an agreement between You and the relevant third party provider and it is Your sole responsibility to review and comply with any agreement provided by the applicable third party provider governing use and/or procurement of any Third Party Application. Virtual Tables is not responsible for any aspect of such Third Party Applications that You use to connect to any Service, or any interoperation, descriptions, promises or other information related to the foregoing. If You install or enable Third Party Applications for use with any Service, You agree that Virtual Tables may enable such third party providers to access and use Content for the interoperation of such Third Party Applications with such Service, which may include transmitting, transferring, modifying or deleting Content, or storing Content on systems belonging to the third party provider(s) or other third parties. Any exchange of data or other interaction between You and a third party provider is subject to the terms and conditions of Your agreement with such third party provider (including but not limited to those terms and conditions related to security and privacy) and Virtual Tables shall not be responsible for any access to or use of Content by Third Party Applications or third party providers.
2.7 Scope of Work Agreement. The terms of Scope of Work Agreement are between Host and Reseller only. Virtual Tables will have no responsibility for any terms or dispute between Reseller and Host. The Host will purchase the number of access rights needed for the Host’s Event and provide contact information for the Participants for such Event.
2.8 Support. Virtual Tables will exercise commercially reasonable efforts to provide support to You through means such as browser-based chat support and or email support. Virtual Tables has no obligations whatsoever to exercise commercial efforts that are more than reasonable. As such no representations, warranties, nor covenants, express or implied, are made in the context of User support.
3. General Rules
3.1 Prohibited Use. You may only use the Services as expressly permitted by Virtual Tables and as reflected in any applicable Scope of Work Agreement, if applicable. You may not cause harm nor damage to the Platform nor any Service. Specifically, but not by way of limitation, You may not and will not permit any third party to: (a) interfere with the Platform nor any Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (b) modify, create derivative works from, reverse engineer, decompile, or disassemble or any technology used to provide the Platform and or any Service; (c) interfere with, or disrupt the access of any End User or network, including sending a virus, time bomb, or other harmful code, overloading, flooding, spamming, or creating of Content in such a manner as to interfere with or create an undue burden on the Platform and or any Service; (d) use a robot, spider or other device or process to monitor the activity on or copy pages from the Platform, except in the operation or use of an internet “search engine”, hit counters or similar technology; (e) collect electronic mail addresses or other information from third parties by using any Service; (f) impersonate another person or entity; (g) use any meta tags, search terms, key terms, or the like that contain Virtual Tables’ name or trademarks; (h) engage in any activity that interferes with another user’s ability to use or enjoy the Platform and or any Service; (i) upload or provide Content that Virtual Tables deems to be inflammatory, harmful, threatening, abusive, harassing, tortious, fraudulent, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, or deems to contain language or explicit graphics or descriptions related to violence, weapons, or nudity, or that infringes, violates or misappropriates any Intellectual Property Right, or that You do not have the right to upload, and or which violates any rule, law, regulation, code, or similar; (j) use the Platform and or any Service to compete with Virtual Tables or for any other purpose that is to Virtual Tables’ detriment or commercial disadvantage; (k) use the Platform and or any Service in any unlawful or illegal manner; (l) use the Platform or any Service to send spam or otherwise duplicative or unsolicited commercial messages; (m) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights of access or use of any Service; (n) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Platform; (o) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Platform; or (p) access or use any Service except as expressly permitted by this TOS or any applicable Scope of Work Agreement, if any.
3.2 Modification of the Service. Virtual Tables reserves the right, at any time and or for any reason in Virtual Tables’ sole and exclusive discretion, to modify the organization, structure or “look and feel” of the Services, including the Platform, and may change, suspend, or discontinue any aspect of the Services at any time without any liability to You or any third party. Virtual Tables shall have complete discretion over the features, functions, prices and other terms and conditions on which the Services are offered to End Users.
- Measure and analyze traffic and browsing activity on our Platform and Services;
- Show advertisements for our products and/or services to you on third-party sites;
Our partners may use non-cookie technologies that may not be impacted by browser settings that block cookies. Your browser may not permit you to block such technologies. For this reason you can use the following third party tools to decline the collection and use of information for the purpose of serving you interest-based advertising: The NAI’s opt-out platform | The EDAA’s opt-out platform
(b) Digital Millennium Copyright Act. Virtual Tables may deny access to the Platform and Services to any User who is alleged to have infringed another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed or if You believe that Your Content should not have been removed for infringement, please contact Virtual Tables at firstname.lastname@example.org. For more information on the standard DMCA policy, please access https://www.copyright.gov/legislation/dmca.pdf
(c) Data Processing Addendum. If Your use of the Platform or Services requires Virtual Tables to process any personally identifiable information (“PII” or “Personal Data”), Virtual Tables will do so in compliance within basic Data Processing Regulations. Since our website processes personally identifiable information of individuals, we base the DPA Addendum off of the EU DPA (known in the GDPR as “data subjects”), and is done to protect the following legal grounds:
- With the consent of the data subject,
- Processing necessary for the performance of a contract,
- Processing necessary for compliance with legal obligations,
- Processing necessary to protect “vital interests” of the data subject,
- Processing necessary for tasks carried out in public interest,
- Processing necessary for purposes of legitimate interests pursued by the controller or by a third party.
We comply with our partners’ and services’ (including Cookies Consent, and Opt- Out information provided above) DPA contracts. More information regarding standard DPA policies can be found here: https://edpb.europa.eu/sites/default/files/files/file1/edpb_guidelines_202005_consent_e n.pdf
(d) Late Fees. Virtual Tables reserves the right to assess and apply a fifteen percent (15%) late fee to all invoices and or billing statements and or similar which are not timely satisfied as per the within Terms of Service and or pursuant to any Scope of Work Agreement.
(e) “Pin Codes”. Pin codes are alphanumeric codes that allow guests, hosts, and talent to enter a DigiSign event and or similar. Proper use of a provided authorized pin code is the only way that a permitted party can access such events. A permitted party is one to whom an authorized pin code has been provided for his or her exclusive use. It is the responsibility of the permitted party to protect and keep confidential his or her pin code. Pin codes must be protected, not shared, not distributed nor disseminated, or resold to a third-party by the permitted party. Pin codes should be “treated as cash” to the extent that if a pin code is lost or otherwise no longer accessible to the permitted party, Virtual Tables is expressly not responsible to replace a pin code. Virtual Tables has no responsibility to secure any pin code. No refunds shall issue in connection with pin code usage which violates this policy.
3.4 Export Restrictions. You acknowledge that the Platform and Services, or portions thereof, may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control Laws”). You may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (a) You are not a citizen of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions and that You will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) You are not identified on any U.S. government restricted party lists (including the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, the U.S. Department of State proliferation-related lists, nor similar); and (c) that no Content created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws as well as any and all other applicable laws, regulations, codes and similar, and monitoring them for any modifications, with which You expressly agree to comply.
4.1 Description. As part of an Event, the Host might upload images, video, audio, data,
branding, and other content to the Platform to create and produce Event Features
(“Host Content”). End Users might upload similar and or other content, images, communications and the like on the Platform (“Participant Content”). Host Content and Participant Content are individually and or collectively known as / also as “Content”).
4.2 Delivery of Content. You have, or will timely secure, whatever legal authority, approvals and or consent(s) which may be necessary for use, storage, processing and transfer by Virtual Tables (including but not limited to international cross-border transfer) of Content as permitted by and consistent with this TOS.
4.3 Licensing Your Content to Virtual Tables. You will retain ownership of the Content that You upload or provide to any Service. You hereby irrevocably grant to Virtual Tables a royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable, non-exclusive, right and license to use such Content, in all media existing now or created in the future, as Virtual Tables deems necessary, in its sole and exclusive discretion, to enable You to use the Services, to use in demonstrations or materials that promote the Platform and or Services, and, if You are the Host, to create Event Features. In circumstances in which a Scope of Work Agreement provides for DigiSign services, it is expressly understood and agreed that autographed Content shall be the property of the intended recipient.
4.4 Responsibility for Content. You agree that You are solely responsible for Your Content and for compliance with all laws in any and all relevant jurisdictions pertaining to the Content, including laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You expressly represent and warrant that You have the right to upload or provide the Content to Virtual Tables and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Virtual Tables be liable in any way for any (a) Content that is transmitted or viewed by any End User, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You acknowledge that Virtual Tables will not be processing, vetting, or otherwise reviewing for legality, any Content but will merely be providing the Services, which includes enabling the sharing of Content on the Platform. You acknowledge that Virtual Tables shall have the right (but not the obligation) to remove or disable any Content that Virtual Tables, in its sole and exclusive discretion, determines does not comply herewith or is not satisfactory, but that this right shall not excuse You from full responsibility and liability arising from any such Content. Virtual Tables will not be responsible for any destruction, damage, loss or failure to store any Content or resulting from a failure in data transmission or operation of the Service by You.
4.5 Recording. You may not record, take screenshots of, or otherwise save or share the content of any Event, Event Feature or Platform. When you share Your Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display Your Content without compensating you. If you do not want others to have that ability, do not use any Service to share Your Content. Virtual Tables has no obligation to record or preserve, in any form or manner or to any extent, any Content or any Event unless specifically and expressly agreed to in writing in an applicable Scope of Work Agreement.
5. Representations and Warranties.
5.1 Mutual Representations and Warranties. You represent and warrant to Virtual Tables and Virtual Tables represents and warrants to You: (a) that both You and Virtual Tables each, respectively, has the full power, capacity, and authority to enter into and perform under this TOS, (b) the execution and performance of obligations under this TOS does not constitute a breach of, or conflict with, any other agreement or arrangement by which either You or Virtual Tables is bound, and (c) this TOS is a legal, valid, and binding obligation of the party/parties entering into this TOS (fully enforceable in accordance with each and every term and condition herein).
5.2 By You. In addition to the above, You also represent and warrant to Virtual Tables that: (a) Your Content and Your use of the Platform and or Services will not infringe upon any Intellectual Property Right of any person, entity, or thing, anywhere and at no time; (b) there are no claims, demands, or any form of litigation pending, or to the best of Your knowledge, any threatened claims, demands, or litigation with respect to any of Your Content; (c) Virtual Tables will not be required to make any payments or concessions to any third party (or anyone or any entity) in connection with its use of Your Content, except for the anticipated and reasonable expenses that Virtual Tables expects to incur in the ordinary course of providing the Services; and (d) the use of any instructions, formulae, recommendations, or similar contained in Your Content will not cause injury, harm, nor damage to any third party.
6. Disclaimers and Exclusions of Warranties.
VIRTUAL TABLES PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. VIRTUAL TABLES DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS USE: (a) WILL BE UNINTERRUPTED, (b) WILL BE FREE OF INACCURACIES OR ERRORS, (c) WILL MEET YOUR REQUIREMENTS, OR (d) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. VIRTUAL TABLES MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES (WHICH YOU EXPRESSLY, NOW AND FOREVER, WAIVE WITHOUT EXCEPTION), INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND SIMILAR.
7. Limitations of Liability.
VIRTUAL TABLES WILL NOT BE LIABLE TO YOU OR ANY OTHER OR THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM AND OR SERVICES OR THIS TOS, BASED ON ANY CAUSE OF ACTION, IN ANY JURISDICTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE LIABILITY OF VIRTUAL TABLES IN CONNECTION WITH THE SERVICES OR THIS TOS EXCEED THE GREATER OF (a) THE AMOUNT PAID BY YOU TO VIRTUAL TABLES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH PURPORTED LIABILITY OR (b) US$100.00. BY VIRTUE OF YOUR ACCEPTANCE OF THIS TOS, AS UNEQUIVOCALLY EVIDENCED BY YOUR USE (TO ANY EXTENT WHATSOEVER) OF THE PLATFORM AND OR SERVICES, YOU EXPRESSLY WAIVE ANY AND ALL CLAIMS, COUNTERCLAIMS, OR CROSSCLAIMS AGAINST VIRTUAL TABLES FOR ANY OF THE SPECIFIC DAMAGES ITEMIZED ABOVE IN THIS PARAGRAPH.
You hereby agree to indemnify and hold harmless Virtual Tables, its affiliates and its
and their employees, representatives, agents, directors, officers, managers and shareholders from and against any and all claims, causes of action, liabilities, losses, damages, costs, penalties, and expenses (including reasonable attorneys’ fees) arising out of, resulting from, or relating to: (a) any alleged breach of Your representations,
warranties or obligations under this TOS and or (b) any Content. In the event of a claim against a party entitled to indemnification hereunder, Virtual Tables will have the right to control the defense, settlement, and resolution of any such claim solely as against You and at Your sole expense. You may not settle or otherwise resolve any such claim without Virtual Tables’ express written permission. To the fullest extent permitted by law, You shall indemnify, defend, and hold harmless Virtual Tables and its affiliates, parents, subsidiaries, members, trustees, directors, officers, shareholders, representatives, agents and employees, (collectively, “indemnified parties”) from and against any and all demands, claims, legal actions, liabilities, obligations, lawsuits, losses, assessments, investigations, remediation actions, judgments, settlements, overpayments, damages, fines, costs or expenses, including but not limited to and without limitation, reasonable attorneys’ fees, loss of profit, business interruption or other special or consequential damages, damages relating to property damage, bodily injury or damages relating to wrongful death, any or any other matter. This provision extends to and wholly includes actions by third parties. This indemnity provision also applies to any claims asserted against Virtual Tables based upon strict or product liability causes of action and any allegations regarding intellectual property and or copyright and or trademark infringement, and similar. However, You shall not be obligated to indemnify Virtual Tables for that part of any loss, damage or liability caused solely and exclusively by the intentional misconduct or sole negligence of Virtual Tables. In furtherance of, but not in limitation of the indemnity provisions in this TOS, You expressly and specifically agree that the foregoing obligation to indemnify shall not in any way be affected or diminished by any statutory or constitutional limitation of liability or immunity You enjoy from suits by Your own employees. Your duty to indemnify Virtual Tables will continue in full force and effect in perpetuity notwithstanding the expiration or early termination of the TOS, Scope of Work Agreement, and or Event.
9.1 Termination. Your right to use any Service as part of an Event shall terminate at the conclusion of the Event. In its sole and exclusive discretion, with or without notice to You, and without regard for any circumstance, Virtual Tables may: (a) suspend, limit Your access to, or terminate Your use of the Platform and or any Service for one or more (or all) Events, (b) remove any of Your Content, and (c) prohibit You from using any service for one or more (or all) Events. If You are not satisfied with the Services for any reason whatsoever, Your SOLE REMEDY is to cease using the Platform and Services. It is expressly understood and agreed that Virtual Tables has no duty to preserve any Content in or under any circumstance (including but not limited to upon the conclusion of any Event or by virtue of removal).
9.2 Effect of Termination. Upon termination of Your use of the Services, all of Your rights hereunder immediately terminate, You must cease using the Services, and Virtual Tables may delete any Content or other materials relating to Your use of the Services, for which Virtual Tables will have no liability to You or any third party. As noted above, it is expressly understood and agreed that Virtual Tables has no duty to preserve any Content. The total or partial loss of Your content is not actionable against Virtual Tables in any regard or to any extent whatsoever; it is incumbent upon You and You alone to ensure the preservation of any Content.
All notices required or permitted to be given under this TOS will be in writing and delivered to the other party by any of the following methods: (a) certified U.S. mail, (b) traceable and or verifiable overnight courier, or (c) electronic mail. If You give notice to Virtual Tables by email, You must use the following address: email@example.com. If Virtual Tables provides notice to You via email, Virtual Tables will use the email provided by You to Virtual Tables. All notices will be deemed received as follows: (i) if delivery is by certified U.S. mail, on the date receipt is confirmed, (ii) if by overnight courier, on the date receipt is confirmed, or (iii) if by electronic mail to the appropriate email address, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. Your failure to keep Virtual Tables apprised of Your most current email address is not a defense. If applicable law requires that a given communication be “in writing,” You agree that email communication will satisfy this requirement. The act of sending an email shall constitute a signature as to the message conveyed. If applicable law requires personal or similar service, You expressly waive personal service and consent that any Court of competent jurisdiction consider the instant TOS as your informed consent to such waiver of personal service.
11. Governing Law; Dispute Resolution
This TOS, and all claims or causes of action (whether in contract, tort, by statute, or otherwise) that may be based upon, arise out of or relate to this TOS, or performance of, under, or by virtue of any Agreement between You and Virtual Tables (including but not limited to this TOS and Scope of Work Agreement s and including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of New York, including its statutes of limitations, without reference to conflict of law principles.
All disputes of any kind or nature whatsoever between You and Virtual Tables will be exclusively resolved by the New York State Supreme Court situated in the County of Rockland (without regard for conflicts of law principles). You expressly, knowingly, intelligently, and voluntarily submit Yourself and or Your entity, as the case may be, to the personal jurisdiction of the New York State Supreme Court situated in Rockland County without limitation nor exception, and expressly waive personal jurisdiction, venue, and inconvenient forum as defenses. Notwithstanding anything to the contrary in this Section, Virtual Tables may seek equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient. You expressly waive Your right to trial by jury. You expressly agree that You will not seek to recoup or recover litigation costs, expenses, nor attorney fees from Virtual Tables. Should any Court grant an award to You of litigation costs, expenses and or attorney fees, You expressly reject and refuse to enforce, collect upon, and or accept same.
12. Force Majeure.
Neither Party shall be liable for any failure to perform or delay in performing (except for obligations to make payment under this TOS) due to acts of force majeure, which shall include acts of God, natural disasters, riots, war, terrorism, civil disorder, pandemic, epidemic, quarantine, outbreak of communicable disease, measures of any governmental authority, court order, labor dispute or any other causes beyond that Party’s reasonable control (including failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines) and other similar causes beyond its reasonable control.
This TOS is binding upon each party hereto and its successors and permitted assigns. This TOS is not assignable or transferable by You without the prior written consent of Virtual Tables. This TOS and any applicable Scope of Work Agreement, if any, contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Virtual Tables are independent contractors. As such, no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect. The headings contained in this TOS are inserted for convenience only and shall not affect in any way the meaning or interpretation of this TOS. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.
14. Cancellation, Postponement, and Changes.
14.1 For Events and or Services Pursuant to a Scope of Work Agreement.
14.1.A If the event is postponed and no work pursuant to a Scope of Work Agreement has been completed, there are no fees to change the event date. If an event is postponed within forty-eight (48) hours of the event, a fifty percent (50%) deposit is due at the time of the original event plus full payment of custom development work completed for the event and any technical support cancellation fees.
14.1.B If the event is canceled after signing the Scope of Work Agreement, a fifty percent (50%) deposit of the full payment due pursuant to the Scope of Work Agreement is due to Virtual Tables not later than thirty (30) days after cancellation is noticed to Virtual Tables. If an event is canceled within forty-eight (48) hours of the event, 100% of the full payment due pursuant to the Scope of Work Agreement is due to Virtual Tables, plus full payment of custom development work completed for the event and any technical support cancellation fees, not later than thirty (30) days after cancellation is noticed to Virtual Tables.
14.1.C Changes to Scope of Work Agreements, if mutually agreeable, will be reflected in a Scope of Work Agreement Change Order. Costs relevant and pursuant to said Scope of Work Agreement Change Order will be applied to the final billing for the event.
14.2 For “Self-Serve” Events and or any Event or Service Not Pursuant to a Scope of Work Agreement: Cancellation, postponement and changes as to such events and or services are in the discretion of the Host and or Talent. Notwithstanding the foregoing, Virtual Tables reserves the right, in its sole and absolute discretion, to suspend and or permanently ban any user of any service and or platform from creating and or hosting and or attending events based upon repeated cancellations, postponements, and or changes to event(s) and or for any other reason, without limitation nor exception, which Virtual Tables deems appropriate.
15.1 For Events and or Services Pursuant to a Scope of Work Agreement: Refunds relevant to such events and or services are determined in accordance with section 14.1, and its sub-parts, above herein.
15.2 For “Self-Serve” Events and or any Event or Service Not Pursuant to a Scope of Work Agreement: In the event of a cancellation by a host and or talent, the ticket price is refunded to the guest’s credit card, less third-party processing fees, if applicable. In the event that a host and or talent in a DigiSign event does not complete an event, guests who did not receive the full benefit of their ticket will be refunded, less third-party processing fees, if applicable. Hosts and or talent who do not complete an event are subject to suspension and or banning from Virtual Tables’ platform and or services, in the sole and exclusive discretion of Virtual Tables. In the event that a host, talent, and or guest encounters technical and or other reasonable and verifiable interruption and or disruption to an extent that a guest is prevented from a quality experience, assessed by reasonableness under the circumstances, the guest may submit a Complaint & Refund Request to Virtual Tables via the Platform. To be considered, said Complaint & Refund Request must be submitted by the guest within twenty-four (24) hours of the conclusion of the event. Virtual Tables will investigate all timely Complaints and determine, in its sole and exclusive discretion, whether a Refund is warranted. Complaints, when deemed credible, can result in the host and or talent being suspended and or banned from Virtual Tables’ platform and or services, in the sole and exclusive discretion of Virtual Tables. In the event that a guest does not attend an event or has otherwise violated the pin code policy contained herein, no refund shall issue. As hosts and talent do not incur up-front costs charged by Virtual Tables, hosts and talent are not eligible for refunds.
16.1 For Events and or Services Pursuant to a Scope of Work Agreement: Virtual Tables expressly reserves the right not to enter into a Scope of Work Agreement with any person, party, entity, and or other, in its sole and exclusive discretion.
16.2 For “Self-Serve” Events and or any Event or Service Not Pursuant to a Scope of Work Agreement Guest.
16.2.A Guest Suspension: Guests may be suspended from using the Virtual Tables Platform and or services and or from attending events based upon any factor deemed reasonable by Virtual Tables in its sole and exclusive discretion, including but not limited to inappropriate behavior during events, violation of the pin code policy contained herein, violation of the within Terms of Service, submitting frivolous and or false Complaints and or Refund Requests, and or similar, without limitation nor exception.
16.2.B Host and Talent Suspension: Hosts and Talent may be suspended from using the Virtual Tables Platform and or services and or from attending events based upon any factor deemed reasonable by Virtual Tables in its sole and exclusive discretion, including but not limited to inappropriate behavior during events, violation of the pin code policy contained herein, violation of the within Terms of Service, submitting frivolous and or false Complaints and or Refund Requests, and or similar, without limitation nor exception. Further, cancellations and or postponements, and or failing to complete an event in progress can result in suspension and or banning. Falsely conveying information about the content of any event to prospective guests can also result in suspension and or banning.
16.2.C Expansiveness of Suspension Policy / No Damages Result from Suspension: Virtual Tables retains the right to amend, modify, and or expand this Suspension Policy without notice at any time and for any purpose, as Virtual Tables deems necessary and proper in its sole and exclusive discretion. Guests, Talent, and Hosts expressly waive notice of any changes to the within Suspension Policy. Guests, Talent, and Hosts expressly stipulate by using the Platform and or any service, that neither Guest, Talent, nor Host has any right to use the Platform and or services and that instead, same is a privilege that can be suspended or permanently terminated at any time. Thus, You expressly acknowledge that you shall have no claim of damage or loss of any kind against Virtual Tables in the event that You are suspended and or banned.
17. No Confidentiality.
You expressly agree that Virtual Tables has no obligation to maintain the confidentiality of any Event or Content. You expressly understand that any Event or Content which is conveyed via the internet is vulnerable to intrusion by third parties. Further, virtual events may or may not involve passwords, pins, and or access codes. Virtual Tables shall not be responsible for passwords, pins, nor access codes of any kind.
18. Schedules and Timing.
From time to time, Virtual Tables may set schedules, timetables, and deadlines. You agree to comply and adhere to all such schedules, timetables, and deadlines. You release and hold Virtual Tables harmless for any delays and or inabilities to perform resulting from Your non-adherence to such schedules, timetables, and deadlines. Virtual Tables specifically advises You that accommodations may not be possible in circumstances where You do not strictly adhere to schedules, timetables, and deadlines imposed by Virtual Tables.
To the extent applicable, You might lease from Virtual Tables, certain items of equipment which may be particularly listed in the Scope of Work Agreement and subject to the provisions contained herein. Virtual Tables has no obligation to provide any equipment nor technology to You unless specifically agreed to in a written Scope of Work Agreement. For Scope of Work Agreement involving the pre-shipment of equipment, Virtual Tables cannot guarantee, nor will Virtual Tables be held liable, for any shipping delays that are caused by third-party shipping carriers. Any such equipment shall be operated by You and You alone and in a manner that is consistent with the equipment’s intended use and purpose. Virtual Tables has no obligation to provide training in connection with any equipment. You and You alone bear the risk of loss relevant to any equipment. The equipment will be maintained by You in the same condition as provided at the start of the Agreement, with the exception of ordinary wear and tear, and with the same degree of care and concern that would be expected of one to reasonably care for and maintain their own personal property. You shall advise Virtual Tables immediately of any damage to, judicial process affecting, or any other material issue affecting or relating to the equipment. Virtual Tables shall have the right to enter the premises where the equipment is or may be located at any time during regular business hours, and without any prior or advanced notice, for the purpose of inspecting the equipment. The equipment shall at all times remain under the immediate control, supervision and direction of You for the relevant period, but always subject to the ownership rights of Virtual Tables and terms of this Agreement. You expressly maintain the risk of loss and theft during the Agreement. In other words, You are responsible to ensure and guarantee the safe and secure keeping and maintenance of the equipment. Equipment shall not be alerted in any manner. All additions or improvements made by You to the equipment shall, in Virtual Tables’ sole and complete discretion, belong to and become the property of Virtual Tables in perpetuity and shall in no manner serve as an adjustment to any monies due and owing under this TOS. Notwithstanding, Virtual Tables reserves the right to require You, at Your sole cost and expense, to restore the equipment to its original condition. Unless You give Virtual Tables detailed written notice specifying any defect in or other valid objection to the equipment within twenty-four (24) hours after receiving the equipment, it shall be conclusively presumed that the equipment was in good operating condition when received, that You accepted and approved the equipment, and that the equipment was the equipment described in the Scope of Work Agreement, if any, without exception. You agree that upon the expiration of the Event, You shall immediately return the equipment to Virtual Tables at Your own cost and expense. Your risk of loss expires upon delivery of the equipment to Virtual Tables’ actual possession.
You shall procure and maintain in effect, at all times, for the duration of any Scope of Work Agreement, insurance with a carrier with an A.M. Best rating of A or better, with terms and conditions as are customarily included in such lines of insurance coverage written for companies in the same type of business, at its own expense. Such insurance shall include, without limitation: (i) workers compensation in statutory amounts, with employers liability of $1,000,000; (ii) commercial general liability including contractual liability, personal injury liability and advertising liability coverage with minimum limits of liability of $1,000,000 for each occurrence, $2,000,000 general aggregate and $1,000,000 products/completed operations aggregate. To the extent permitted by law, Your insurance policies shall be primary and non-contributory over any other valid and collectible insurance available, and commercial general liability policy shall designate Virtual Tables as additional insured. You shall cause the carriers issuing such policies to waive all rights to subrogation against Virtual Tables. Proof of insurance shall be promptly provided to Virtual Tables upon demand. You further agree to carry property insurance for the full replacement cost of any equipment provided to You by Virtual Tables, including coverage for all risks of loss or damage to the equipment during the term of Scope of Work Agreement and also until the equipment is returned to the actual possession of Virtual Tables. You shall bear and assume full responsibility for the risk of any loss or damage to such property from any cause whatsoever. The full replacement value or repair cost shall be determined by Virtual Tables in its sole discretion. Virtual Tables shall be named as loss payee. (iii) Fire Legal Liability Insurance subject to limits of not less than $300,000; (iv) Automotive Liability Insurance with a $1,000,000 combined single limit covering all owned, non-owned, and hired vehicles.
21. Your Certification and Acceptance.
YOU HEREBY CERTIFY THAT YOU ACCEPT THE TERMS SET FORTH HEREIN WITHOUT EXCEPTION, AND AGREE TO BE BOUND BY AND TO COMPLY FAITHFULLY WITH THE TERMS AND CONDITIONS STATED IN THIS TOS, WHICH YOU HAVE READ AND UNDERSTANDS FULLY AND COMPLETELY. YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT THIS DOCUMENT IS A LEGALLY BINDING AGREEMENT. AS SUCH, YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO HAVE AN ATTORNEY OF YOUR OWN CHOOSING REVIEW THIS TOS BEFORE IT IS ACCEPTED BY YOU. IN ACCEPTING THIS TOS, YOU REPRESENT AND WARRANT THAT YOU HAVE EITHER RECEIVED COMPETENT LEGAL ADVICE PRIOR TO ACCEPTING THIS TOS, OR OTHERWISE WAIVE SUCH RIGHT. YOU CONSENT THAT A PRINTED VERSION OF THIS TOS IN ACCEPTED FORM SHALL CONSTITUTE AN ORIGINAL EXECUTED VERSION OF THIS TOS, AS IF YOU PHYSICALLY PLACED YOUR SIGNATURE UPON A PRINTED CONTRACT. ALL THE TERMS OF THIS TOS, IN THEIR ENTIRETY, HAVE BEEN READ, UNDERSTOOD, AND ARE AGREED: