Terms of Service

1. Agreement to Terms

By accessing or using VOS, provided by Virtually OnSite LLC ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service (the "Terms").

These Terms apply to all users, including organization administrators, team members, and any individuals who participate in support sessions via a shared link or invitation. These Terms govern your access to and use of our websites, related content, functionality, communications, and other services that link to or reference these Terms (collectively, the "Services"). By accessing or using the Services, including by clicking to accept these Terms when that option is presented, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Services.

You represent and warrant that you are at least 18 years old or the age of majority in your jurisdiction, whichever is greater; that you have the legal capacity to enter into these Terms; that, if you use the Services for an organization, you have authority to bind that organization; and that you are not prohibited from using the Services under applicable law, including applicable sanctions or export-control laws.

If you or your organization have entered into a separate written agreement with us governing the Services (an "Order Form"), the Order Form controls to the extent of any conflict with these Terms.

2. Description of Service; Support; Ownership

Description. VOS is a browser-based, enterprise remote visual support platform. It enables organizations to conduct live video support sessions, record sessions, annotate video, and manage support workflows, all from a web browser without requiring any software download. Features include: live video sessions, session recording and playback, branded customer-facing invite flows, team management, and billing administration.

Modifications; Updates. We may modify, update, suspend, or discontinue all or part of the Services, including features, functionality, plans, or availability, at any time. From time to time, interruptions, errors, delays, or other deficiencies may occur because of maintenance, upgrades, internet or telecommunications failures, third-party provider failures, security events, or circumstances beyond our reasonable control. We do not guarantee that the Services will be available at all times or without interruption. We are under no obligation to provide updates.

Ownership. Notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis under a limited license, and have not been sold to you. Through your use of the Services, you have not obtained, and you will not obtain, any right, title, ownership or interest therein. We own all right, title and interest in and to the Services, and feedback and any modifications or updates therein.

Support. We will use commercially reasonable efforts to provide you with standard support for the Services as we may make available from time to time. We reserve the right to modify or charge for our standard support.

3. Account Registration

To use the Services, you or your organization must create an account. You agree to provide accurate, complete, and current information and to keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

Organizations are responsible for managing team member access and ensuring all users comply with these Terms. Company assumes no responsibility or liability for violations of these Terms by you or any other third party that you allow, direct, or enable to access the Services.

You must promptly notify us of any unauthorized access to or use of your account or credentials. We may rely on instructions and actions from an account administrator or other person whom we reasonably believe is authorized to act for your organization.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation.
• Harass, threaten, or harm any person.
• Record sessions without the knowledge and consent of all participants (for which you hold the sole and exclusive responsibility to ensure all participants have notice) in violation of applicable laws.
• Transmit any malware, spam, or unauthorized advertising.
• Attempt to gain unauthorized access to any system or account, or probe, scan, test, or circumvent the security or vulnerability of the Services; bypass authentication, rate limits, usage limits, access controls, or other protective measures; or interfere with the operation, integrity, or performance of the Services or related systems or networks.
• Resell or sublicense access to the Services without written permission.
• Use any robot, bot, spider, crawler, scraper, data-mining tool, or other automated means to access, retrieve, index, extract, or collect information from the Services, except as expressly authorized by us in writing.
• Forge headers, manipulate identifiers, impersonate another person, or misrepresent your identity, affiliation, authority, or relationship with another person or organization.

You may not use the Services in connection with any hazardous, safety-critical, or high-risk activity where an error, delay, interruption, or failure of the Services could result in death, serious bodily injury, property damage, environmental harm, or other material harm. This includes operating vehicles or machinery, working at heights, emergency-response activities, medical or life-support systems, aviation, nuclear facilities, weapons systems, or any activity requiring fail-safe performance or uninterrupted communications.

5. Session Recording and Data

Customer Content. The Services may allow you to record live support sessions. By enabling recording, you represent and warrant that you have obtained all necessary consents from session participants in accordance with applicable laws, including any applicable wiretapping or recording consent laws. For purposes of these Terms, "Customer Content" means information, data, video, audio, recordings, annotations, screenshots, notes, messages, files, and other materials submitted to, stored in, transmitted through, or generated through your use of the Services. For the avoidance of doubt, you are responsible for compliance with all laws governing the monitoring or recording of conversations when you generate Customer Content. By using the Services, you authorize us to store recordings. Participants will receive a notification (visual or otherwise) when recording is enabled. Any participant who does not consent to being recorded can choose to leave the recorded session. Your obligations with respect to claims arising from or relating to your breach of this Section 5 are governed by Section 13.

Customer Data. As between the parties, you shall own all Customer Data. "Customer Data" means information that you or an authorized user provides, submits, or makes available to us in connection with creating, administering, supporting, billing for, or receiving the Services, including your organization name, business address, billing address, taxpayer-identification number, sales-tax or other tax-registration information, contact names, email addresses, telephone numbers, account credentials, account-administrator information, subscription-plan information, payment and billing information, and other account or administrative information. Customer Data does not include Customer Content, except to the extent Customer Content contains Customer Data.

Storage and Use. We store Customer Content and Customer Data on your behalf. You retain ownership of your Customer Content and Customer Data. We do not use your Customer Content or Customer Data for any purpose other than as necessary to provide, secure, support, maintain, and improve the Services; prevent fraud or misuse; comply with law; enforce these Terms; and as otherwise permitted by our Privacy Policy and applicable agreements. Company will maintain reasonable physical and technical safeguards designed to prevent the unauthorized disclosure of or access to Customer Content. Company will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. Company may delay or limit notice to the extent necessary to comply with law, preserve the integrity of an investigation, or avoid compromising the security of the Services or affected information.

Use Grant. You grant Company, its affiliates, licensors, service providers, subprocessors, and other representatives a worldwide, non-exclusive, royalty-free, fully paid-up right and license to host, store, reproduce, back up, transmit, display, perform, format, adapt, modify, process, analyze, and otherwise use Customer Content and Customer Data as necessary to provide, operate, administer, secure, support, maintain, improve, develop, and protect the Services; comply with applicable law or legal process; prevent fraud, abuse, or security incidents; enforce these Terms; and exercise Company's rights and perform its obligations under these Terms and any applicable Order Form.

6. Billing and Subscriptions

Plans and Billing Periods. The Services are offered on a subscription basis. Unless an applicable Order Form, checkout page, or plan description states otherwise, paid subscriptions are billed monthly in advance (each, a "Billing Period"). The fees, included features, usage limits, and other terms applicable to your subscription are those presented to you when you purchase, upgrade, or renew the applicable plan. By subscribing, you authorize us to charge your payment method on a recurring basis in accordance with the plan you select. All fees are stated in USD.

ACH Payments. If you choose to pay by automated clearing house ("ACH") transfer, you authorize us to debit the bank account you designate in accordance with the ACH authorization presented to and accepted by you when you enroll that account. Your ACH authorization is incorporated into these Terms. You may revoke authorization for future ACH debits as stated in the applicable ACH authorization; revocation does not cancel amounts already due or otherwise relieve you of your payment obligations. If you cancel your subscription in accordance with these Terms, we will not initiate future recurring ACH debits for that subscription, subject to the processing deadlines disclosed in the ACH authorization.

Authorization to Charge. By purchasing a paid subscription, you authorize Virtually OnSite LLC to charge the credit card, debit card, or other payment method you provide and that we accept (your "Payment Method") for: (i) the subscription fees for your selected plan; (ii) applicable taxes; and (iii) any separately disclosed fees or usage-based charges that you incur through your use of the Services. You represent that you are authorized to use the Payment Method submitted for your account and agree to keep your billing and payment information accurate and current.

Automatic Renewal. Your paid subscription automatically renews at the end of each Billing Period unless you cancel it before the next renewal date. We will charge the applicable subscription fee and any applicable taxes to your Payment Method at the beginning of each renewed Billing Period. If your initial subscription begins on a calendar day that does not occur in a later month, the renewal charge may be processed on the last day of that month.

Cancellation. You may cancel your subscription at any time through the billing or account-settings features of the Services. Cancellation stops future renewal charges for the cancelled subscription. Unless we state otherwise at the time of cancellation or applicable law requires otherwise, you will retain access to the paid Services pursuant to Section 12, and no refund or credit will be issued for unused time in that Billing Period.

Fees and Changes to Your Plan. We may change the fees for a subscription plan or modify the features or usage limits associated with a plan. For a change that increases your recurring subscription fee, we will provide at least 30 days' prior notice before the change takes effect. Unless applicable law requires your affirmative consent, a fee change will take effect no earlier than your next Billing Period following the notice period. If applicable law requires affirmative consent before we charge a changed amount, we will obtain that consent before applying the change. You may cancel the affected subscription before the new fee takes effect.

Usage-Based Charges. If your plan permits charges based on usage (for example, for additional sessions, team members, recordings, storage, workflows, or other stated usage metrics) the applicable pricing, measurement method, and billing timing will be disclosed in the applicable plan description, checkout flow, pricing page, or Order Form. We will not impose a usage-based charge unless it is authorized by the terms applicable to your plan or separately accepted by you where required by law.

Payment Failures and Suspension. If we are unable to charge your Payment Method, we may notify you and retry the charge using the same Payment Method. If payment remains overdue, we may suspend or limit your access to paid features after providing notice where reasonably practicable. We may terminate a paid subscription for nonpayment if the amount remains unpaid for five days after the payment due date. You remain responsible for all unpaid amounts lawfully due for Services provided before suspension or termination.

Taxes. Fees do not include sales, use, value-added, goods and services, withholding, or similar taxes, levies, or duties imposed by a governmental authority, unless we expressly state otherwise. You are responsible for all applicable taxes associated with your purchase or use of the Services, other than taxes based on our net income, property, or employees. If we are required to collect taxes, we may charge them to your Payment Method. If you claim an exemption, you must provide valid documentation before the applicable charge is due.

No Refunds Except as Required. Except as expressly stated in an applicable Order Form, refund policy, or promotional offer, fees paid for a Billing Period are nonrefundable. Nothing in these Terms limits any refund, cancellation, or other right that cannot be waived under applicable law.

Order Forms. If you enter into an Order Form with us for the Services, that agreement governs its subject matter and controls over this Section 6 to the extent of a conflict.

7. Free Trials, Usage Limits, and Abuse Prevention

We may offer free trials or evaluation accounts subject to limits, including limits on trial duration, sessions, team members, workflows, saved sessions, recordings, screenshots, notes, storage, or other product usage. Unless we state otherwise in writing, a trial may end after 14 days or 15 sessions, whichever occurs first, and may be limited to 3 team members, 1 workflow, and 5 saved sessions.

To protect the Services from abuse, duplicate trials, automated signups, fraudulent use, excessive consumption, or attempts to evade plan limits, we may collect, derive, and review operational signals such as IP address, browser and device characteristics, company name, user name, email address and email domain, user agent, timezone, referrer, campaign source, signup metadata, usage patterns, and similar fraud-prevention signals.

These signals may be used to score, flag, review, throttle, suspend, terminate, deny, or require conversion of trial accounts. We do not promise that trial access will remain available for any particular period, and we may close or restrict accounts that we reasonably believe are abusive, duplicative, fraudulent, unsafe, or inconsistent with the purpose of evaluating VOS.

8. Intellectual Property

All software, design, Company trademarks, and Company content comprising the VOS platform are the property of Virtually OnSite LLC or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business purposes and as permitted by these Terms. All rights not expressly granted are reserved by us and our licensors. You may not copy, modify, reverse-engineer, or create derivative works without our express written permission.

If you provide feedback, ideas, suggestions, or recommendations about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback for any purpose without compensation or attribution to you, provided that we will not identify you or your organization as the source without permission.

Without limiting the foregoing, you grant us a limited, non-exclusive license to use your organization name, logo, and branding solely as necessary to deliver the white-label features of the Services.

9. Third-Party Services and Links

The Services may contain or rely on third-party websites, integrations, products, payment processors, communications providers, or other services. We do not control and are not responsible for third-party services, including their availability, content, practices, security, or privacy policies. Your use of third-party services is governed by their applicable terms and privacy notices.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRTUALLY ONSITE LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

12. Termination

We may suspend or terminate your access to the Services at any time if you violate these Terms, abuse a trial or promotion, attempt to evade plan limits, create duplicate evaluation accounts, or for any other reason with reasonable notice where practical. You may terminate your account at any time. Upon termination for cause, your right to use the Services ceases immediately. When you cancel a paid subscription through account settings, your account remains available until the service end date shown in the billing page, unless these Terms allow earlier suspension or termination.

We may investigate suspected violations of these Terms, remove or disable access to Customer Content where appropriate, preserve evidence, and take any action we consider reasonably necessary to protect the Services, users, third parties, or our rights. We may cooperate with law enforcement authorities and comply with legal process concerning suspected unlawful activity.

Upon termination or expiration, your right to access and use the Services will cease, except as otherwise stated in a separate written agreement. Provisions that by their nature should survive will survive, including provisions concerning intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

13. Indemnification

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Virtually OnSite LLC and its affiliates, licensors, service providers, officers, directors, employees, contractors, and agents from and against claims, demands, actions, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your users' access to or use of the Services; (b) Customer Content or Customer Data; (c) your breach of these Terms; (d) your violation of applicable law; or (e) your failure to obtain required rights, notices, or consents for recordings or other Customer Content, including, but not limited to, any breaches of Section 5.

14. Force Majeure

We will not be liable for any delay, failure, or interruption of performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, power outages, cyber incidents, cloud or other third-party provider failures, or shortages of labor or materials.

15. Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver

Disputes. The terms of this Section shall apply to all Disputes between you and Company. For the purposes of this Section, "Dispute" shall mean any dispute, claim, controversy or action between you and Company arising under or relating to your use of the Services, these Terms, or any other transaction involving you and Company, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND COMPANY AGREE THAT "DISPUTE" AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY COMPANY FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE IN THE SOLE DISCRETION OF COMPANY.

Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to Company at the address set forth in Section 21 within thirty (30) calendar days of your initial agreement to these Terms (including your first use of the Services) that specifies: (i) your name; (ii) your mailing address; (iii) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply.

Dispute Notice. In the event of a Dispute, you or Company must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the "Dispute Notice"). The Dispute Notice to Company must be addressed to Virtually OnSite LLC, 1117 46th Ave, Rock Island, IL 61201. The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If you and Company do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or Company may proceed pursuant to this Section. Before either party commences mediation or arbitration, the parties must participate in an individual informal dispute-resolution conference in a good-faith effort to resolve the Dispute. You and Company will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference.

Mediation. In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation (including costs), and a date for mediation shall be negotiated in good faith between the parties. The administrative fees associated with mediation shall be negotiated between the parties, but you will not be required to pay any such fees that exceed those fees you would be required to pay if proceeding in a court of law. The parties will negotiate in good faith regarding the mediator, mediation date, and allocation of mediation costs. If they do not reach agreement within thirty (30) days after the informal dispute-resolution conference, either party may commence arbitration under Section 15(e).

Binding Arbitration. In the event mediation is unsuccessful or is not pursued, you and Company agree: (i) to arbitrate all Disputes between you and Company pursuant to the provision of this Section 15; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.), as amended, governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (iv) this Section shall survive termination of these Terms.

Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province or territory if the action is within that court's jurisdiction and is pending only in that court.

WAIVER OF JURY TRIAL. TO THE EXTENT ANY ACTION PROCEEDS IN COURT, THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY CLAIMS RELATING TO PERFORMANCE, INTERPRETATION, ENFORCEMENT, OR BREACH OF THESE TERMS.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATION. YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND COMPANY AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

MASS ACTION WAIVER. You and Company agree that any Dispute between the parties shall be resolved only in an individual arbitration pursuant to this Section. You and Company expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action. "Mass Action" means a situation in which twenty-five (25) or more substantially similar arbitration demands are filed against the same party within a period of one hundred eighty (180) days and are represented by the same law firm or coordinated group of law firms for collective or coordinated administration or arbitration. Notwithstanding this Section, nothing prevents you or Company from participating in a mass settlement of claims.

Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association ("AAA") and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court in law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing Format. Unless otherwise required by applicable law or the applicable AAA rules, the arbitration will take place in Illinois; however, either party may participate remotely where permitted by the arbitrator or AAA rules. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by you or Company shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.

Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of the Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of the Terms.

Exclusive Venue for Other Controversies. You and Company agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts located within the State of Illinois, Rock Island County, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

Governing Law. These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles.

16. Confidential Information

Definition. "Confidential Information" means nonpublic information disclosed or made available by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Services or these Terms that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business, financial, commercial, technical, operational, security, product, pricing, customer, vendor, and marketing information; trade secrets; software and source code; nonpublic documentation; Customer Content; Customer Data; and the terms of any nonpublic Order Form. Company's Confidential Information also includes nonpublic information regarding the Services, including their features, performance, security measures, technical architecture, and nonpublic pricing. Confidential Information does not include information that the Receiving Party can demonstrate through contemporaneous written records: (i) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (ii) becomes publicly available through no breach of these Terms or other obligation owed to the Disclosing Party; (iii) is lawfully received from a third party without restriction and without breach of an obligation owed to the Disclosing Party; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Use and Protection. The Receiving Party will: (i) use the Disclosing Party's Confidential Information solely as necessary to exercise its rights and perform its obligations under these Terms; (ii) not disclose the Disclosing Party's Confidential Information to any third party except as permitted under this Section 16; and (iii) protect the Disclosing Party's Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of a similar nature. The Receiving Party may disclose Confidential Information to its affiliates and its and their employees, contractors, professional advisers, service providers, and other representatives who have a need to know the information for purposes consistent with these Terms, provided that those recipients are bound by confidentiality obligations at least as protective as those in this Section 16. The Receiving Party remains responsible for its recipients' compliance with this Section 16.

Permitted Company Use. Notwithstanding Section 16(b), Company may access, use and disclose Customer Content, Customer Data and your other Confidential Information only as necessary to provide, secure, support, maintain, and improve the Services; prevent fraud, abuse, or security incidents; comply with applicable law or legal process; enforce these Terms; and as otherwise authorized by the Privacy Policy or an applicable Order Form.

Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, court order, governmental request, or other legal process, provided that, to the extent legally permitted and reasonably practicable, the Receiving Party will: (i) give the Disclosing Party prompt written notice of the required disclosure; and (ii) reasonably cooperate, at the Disclosing Party's expense, with efforts to seek a protective order or other appropriate confidential treatment. The Receiving Party may disclose only the portion of Confidential Information that it is legally required to disclose.

Remedies. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party may seek appropriate injunctive or equitable relief, in addition to other remedies available at law or in equity.

17. Aggregated and De-Identified Data

You agree that Company may collect, generate, derive, aggregate, and analyze technical, operational, diagnostic, usage, performance, and other information relating to your and your users' access to and use of the Services, including information concerning sessions, workflows, features, devices, browsers, network performance, system logs, and service interactions. Company may de-identify, anonymize, aggregate, or otherwise transform that information so that it does not identify you, your organization, any user, or any individual ("De-Identified Data").

Company may use, retain, disclose, commercialize, and otherwise exploit De-Identified Data for any lawful purpose during and after the term of these Terms, including to operate, administer, secure, support, maintain, analyze, develop, improve, test, benchmark, and market the Services and other Company products and services; prevent fraud, abuse, and security incidents; develop industry insights, best-practice guidance, recommendations, or reports; and provide products or services to Company's other customers. Company will not identify you, your organization, any user, or any individual as the source of De-Identified Data without your prior written permission.

As between you and Company, Company owns all right, title, and interest in and to De-Identified Data, including all analyses, benchmarks, models, reports, and other materials generated from or using De-Identified Data. De-Identified Data is not your Confidential Information once it has been de-identified, anonymized, aggregated, or otherwise transformed in accordance with this Section 17.

18. Changes to These Terms

We may update these Terms at any time. Continued use of the Services after changes are posted constitutes acceptance of the revised Terms. We will provide reasonable notice of material changes via email or in-app notification.

19. No Agency

Company and you are independent contractors and do not intend to create an express or implied agency relationship by entering into these Terms, whether arising under federal or state common law of agency.

20. No Waiver

No waiver, consent or, except as expressly provided herein, modification of these Terms shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights.

21. Contact; Notices

Questions about these Terms? Contact us at info@vos.live. Formal notices shall be provided to Virtually OnSite LLC, 1117 46th Ave, Rock Island, IL 61201. Except as required by Section 15, Company may provide notices to you by posting on the Services, by email, or by another method reasonably intended to bring the notice to your attention. Notices from Company are effective when posted or sent, unless applicable law requires otherwise; notices from you are effective when received by Company.

22. Assignment

We retain the unilateral right to assign, delegate, or transfer our rights or obligations under these Terms without your consent. However, we shall use commercially reasonable efforts to ensure that any assignee or transferee assumes all of our obligations under the Terms. You shall not assign, delegate, or transfer your rights or obligations hereunder without prior written consent from us, and such consent may be withheld at our sole discretion. Any purported assignment by you in violation of this Section will be null and void.

23. Remedies

Except as specifically provided otherwise, each right and remedy in these Terms is in addition to any other right or remedy, at law or in equity.

24. Entire Agreement

These Terms, including the Privacy Policy, all Order Forms and any other Company policies or documents referenced herein, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, partner, employee, or representative of any party hereto. These Terms will be binding upon and will inure only to the benefit of the parties and their respective successors and assigns. Nothing in these Terms, express or implied, is intended to confer or will be deemed to confer upon any persons or entities not parties to these Terms, any rights, or remedies under or by reason of the Terms.