What’s in These Terms

These terms and conditions (together with any documents referred to in it) tell you the terms of use on which you may make use of our website virily.com (our “Site”), whether as a guest or a registered user. Use of our Site includes, without limitation, accessing, browsing, or registering to use our Site. You must be at least 16 years of age to use our website. By using our website and thereby agreeing to these terms of use, you warrant and represent that you are at least 16 years of age.

  1. Who we are and how you can contact us.

    Virily.com is a Site operated by Virily OÜ (“we” or “us”), a company duly established and existing under the laws of the Republic of Estonia, registry code 14252538, address Sepapaja 6, Tallinn 15551, Estonia.

    We are a limited liability company.

    To contact us, please email us.

  2. The terms you accept when you use our website

    Please read these terms of use carefully before you start to use our Site, as these will apply to your use of our Site. We recommend that you print a copy of this for future reference.

    By using our Site, you confirm that you accept these terms of use and that you agree to comply with them.

    If you do not agree to these terms of use, you must not use our Site.

  3. The other terms that may apply to you.

    These terms of use refer to the following additional terms, which also apply to your use of our Site:

    • Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Site, you consent to such processing and you warrant that all data provided by you is accurate.
    • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Site. When using our Site, you must comply with this Acceptable Use Policy.
    • Our Cookie Policy, which sets out information about the cookies on our Site
  4. We may change these terms.

    We may revise these terms of use from time to time and the revised terms will govern the use of our Site as soon as they are made available on our Site without notice. Your continued use of our Site after the amended terms of use have been uploaded to our Site will constitute acceptance of the amended terms of use. As a result, every time you wish to use our Site, you should check these terms to ensure you understand the terms that will apply to your use of our Site at that time. The most current version of the terms of use will always be available at Terms & Conditions.

  5. We may update and/or change our Site.

    We may update and/or change our Site from time to time, and may change the content. We try to ensure our Site and its content are correct; but we cannot and do not guarantee that our Site, or any of its content, will be free from errors and/or omissions. Any of the content on our Site may be out of date at any given time, and we are under no obligation to update it.

  6. We may suspend or withdraw our Site.

    Our Site is made available free of charge

    We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or restrict the availability of all or any part of our Site without notice.

    We will not be liable to you if for any reason our Site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Site.

    You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

    Access to certain areas of our website is restricted to registered users. In order to become a registered user, you must create an account. You warrant that all the information you provide to us as part of the registration procedure is true, accurate, fair and complete.

  7. Keeping your account details safe.

    If you choose, or you are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

    We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

    If you know or suspect that anyone other than you know your password, you must promptly notify us at support@virily.com.

  8. Making use of the material on our Site.

    We are the owner or licensee of all the intellectual property rights in our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

    You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site.

    You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

    Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.

    You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us or our licensors.

    If you print off, copy or download any part of our Site in breach of these terms of use, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

  9. Do not rely on information on our Site.

    The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, refraining from, any action based on the content on our Site.

    Although we attempt to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up-to-date.

  10. We are not responsible for websites we link to.

    Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information and convenience only. The inclusion of any link does not imply and should not be interpreted as endorsement or approval by us of those linked websites or information you may obtain from them or any association with the operators of the linked websites.

    We have no control over the contents of those sites or resources and are not responsible for the contents of any linked site.

  11. User generated content is not approved by us.

    Our Site includes information and materials uploaded by other users of the Site. This information and these materials have not been verified or approved by us. The views expressed by other users on our Site do not represent our views or values.

    If you wish to complain about information and materials uploaded by other users, please refer to our contact details in section 1 (Who we are and how to contact us) above.

  12. When we will be responsible for loss or damage suffered by you.

    Whether you are a consumer or a business user:

    • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
    • To the extent permitted by law, we exclude all conditions, warranties, representations or other terms that may apply to our Site or any content on it, whether express or implied.

    If you are a business user:

      • We exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any content on it.
      • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
        • use of, or inability to use, our Site; or
        • use of reliance on any content displayed by our Site.
      • In particular, we will not be liable for:
        • loss of profits, sales, business or revenue;
        • business interruption;
        • loss of anticipated savings;
        • loss of business opportunity, goodwill or reputation; or
        • any indirect or consequential loss or damage.
      • We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any content on it, or on any website linked to it.

    If you are a consumer user:

      • Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
      • If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation.
  13. Rules about uploading content to our Site.

    Whenever you make use of a feature that allows you to upload content to our Site, or to make contact with other users of our Site, you must comply with the content standards set out in our Acceptable Use Policy.

    You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

    Any content you upload to our Site will be considered non-confidential and non-proprietary. You retain all your ownership rights in your content, but you are required to grant us a limited licence to use, store, copy and to distribute and disclose it to third parties any such content for any purpose. The rights you license to us are described in section 14 (Rights you are giving us to use material you upload) below.

    We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Site.

    We have the right to remove any posting you make on our Site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

    You are solely responsible for securing and backing up your content.

  14. Rights you are giving us to use material you upload.

    You own the rights to the content you post on the Site but when you upload or post content to our Site; you grant a perpetual, non-exclusive, transferable, sub-licensable, royalty free, worldwide licence to use, copy, reproduce, process, adapt, prepare derivative works of, modify, publish, transmit, display and distribute any IP content that you post on our Site in any and all media or distribution methods (not known or later developed).

    You agree that this licence includes the right for us to provide, promote, and improve our Site and to make content submitted to or through our Site available to other companies, organisations or individuals who partner with us for the syndication, broadcast, distribution or publication of such content on other media and services, subject to our terms and conditions for such content use.

    Such additional uses by us, or other companies, organisations or individuals who partner with us, may be made with no compensation paid to you with respect to the content that you submit, post, transmit or otherwise make available through our Site. With the exception of the Virily Rewards Program, the rules of which are set out in Section 17 (Rules about account membership) and 18 (Virily Referral Program) below.

    We may modify or adapt your content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media.

    You are responsible for your use of our Site, for any content you provide, and for any consequences thereof, including the use of your content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit content for such use, it may subject you to liability. We will not be responsible or liable for any use of your content by Virily in accordance with these terms of use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any content that you submit.

    You also understand that when you publish content or information it will be public which means that you are allowing everyone, including people not on our Site, to access and use that content and information, and to associate it with you.

  15. We are not responsible for viruses and you must not introduce them.

    We do not guarantee that our Site will be secure or free from bugs or viruses.

    You are responsible for configuring your information technology, computer programmes and platform in order to access our Site. You should use your own virus protection software.

    You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

  16. Rules about linking to our Site.

    You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

    You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned to you. Our Site must not be framed on any other site.

    We reserve the right to withdraw linking permission without notice.

    The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to make any use of content on our Site other than that set out above, please contact support@virily.com.

  17. Rules about account membership.

    In order to use of some of the features on our Site, you will be required to set up an account with us (an “Account”). By creating an Account, you permit us to add advertisement and other content (“Ads”) to any content you upload to our Site.

    Subject to this Section of these terms of use, you will receive a payment related to the number of valid impressions of Ads displayed on the content uploaded by you, or other valid events performed in connection with the display of Ads on your content, in each case as determined by us. Except in the event of termination, we will pay any amounts due to you within 31 days from the end of any calendar month in which the earned balance in your account (the “Virily Wallet”) equals or exceeds $100 (the “Payment Threshold”).

    Unless expressly authorised in writing by us, you may not enter into any type of arrangement with a third party, whereby that third party receives payments made to you under these terms of conditions or other financial benefit in relation to the content you have uploaded to our Site.

    Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by us in our sole discretion. Invalid activity is determined by us in all cases and includes, but is not limited to: (i) spam, invalid impressions or invalid clicks on Ads generated by any person, bot, automated programme or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money, false representation or requests for end users to click Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled; (iv) create, use or solicit the creation or use of invalid accounts or (v) clicks or impressions or account creation and use co-mingled with a significant amount of the activity described in (i), (ii) and (iii) above.

    In addition to our other rights and remedies, we may require you to refund us within 30 days of any invoice, any amounts that we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the content you have uploaded to the Site, you must notify us in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any content you have uploaded to the Site defaults on its obligation to make payment to us, then we reserve the right to withhold payment to you or chargeback your Account.

    To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

    As between you and us, we are responsible for all taxes (if any) associated with the transactions between advertisers and us in connection with Ads displayed on the content uploaded by you. You are responsible for all taxes (if any) associated with any income made from your use of the Site, other than taxes based on our net income. Any payments made by us to you in relation to your use of the Site will be ed as inclusive of tax (if applicable) and will not be adjusted.

    You may terminate your Account at any time by completing the Account cancellation process available under settings tab in your profile ((you must be logged in to terminate your account). Your Account will be terminated within 10 workings days of us receiving your notice to terminate. If you terminate your Account and your earned balance equals or exceeds the applicable threshold, we will pay you such earned balance within 90 days after the calendar month in which your Account is terminated. Any amount below the applicable threshold will not be paid.

    If you violate the letter or spirit of these terms of use, create risk or possible legal exposure for us or act in a way in which we disapprove of, we reserve the right to stop providing all or part of our Site to you. We will notify you by email or at the next time you attempt to access your account. When your account is terminated this section 17 (Rules regarding account membership) is no longer applicable, though the other section of these terms of use will continue to apply to your use of our Site. If we terminate your Account due to your breach or due to invalid activity, we may withhold unpaid amounts or chargeback your Account as is appropriate in the circumstances and at our sole discretion. If you breach these terms of use or if we suspend or terminate your Account, you will not be permitted to create a new Account.

  18. Virily Referral Program

    The Virily Referral Program allows registered Virily users (an “Virily Users”) to earn credit in their Virily Wallet by referring friends to Virily. Virily users can earn credit if: (i) a referred friends clicks on their referral link to create a valid Virily account that complies with this Terms and Conditions ;

    A Qualifying Post must be uploaded on the site via the Virily platform and it needs to be in compliance with our Acceptable Use Policy and Content Guidelines as determined in our absolute discretion.

    Referral Links should only be used for personal and non-commercial purposes, and only shared with personal connections that will appreciate receiving these invitations. Referral links should not be published or distributed where there is no reasonable basis for believing that all or most of the recipients are personal friends. You should not take any of the following actions: (i) refer customers using spam, display advertising, sponsored links, unsolicited e-mails, or links on message boards or forums; or (ii) use false names, impersonate other people, or otherwise provide false or misleading information to us; or (iii) create multiple Virily accounts; or (iv) violate these terms or any other terms and conditions on Virily.com.

    A referred friend may only use one referral link. If a referred friend receives referral links from multiple Virily Users, only the corresponding Virily User of the last referral link used by the referred friend before creating an Account will receive referral credit.

  19. Which country’s laws apply to any disputes?

    If you are a consumer, please note that these terms of use, their subject matter and formation, are governed by Estonia law.

    If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Estonia law. We both agree to the exclusive jurisdiction of the courts of Estonia.

  20. We are independent contractors

    The parties are independent contractors and the Agreement does not create an agency, partnership or joint venture.

  21. Our trademarks are registered.

    “VIRILY” is the subject of a Community Trade Mark application; both the name and the logo are protected as unregistered trade marks (known as rights in passing off) and the logo is protected by copyright and design right, all owned by Virily OÜ. You are not permitted to use them without our approval, unless they are part of material you are using as permitted in section 8 (How you may use material on our Site) .

  22. This is our entire agreement.

    These terms of use (along with any agreements referred to in it) is the entire agreement between you and us regarding your use of our Site and these terms of use supersede and replace any prior or contemporaneous agreements between you and us regarding the use of our Site. Neither party will have any right or remedy based on any statement, representation or warranty (whether made negligently or innocently) not expressly set out in these terms of use. These terms of use may be amended from time to time in accordance with section 4 (We may change these terms).

  23. Waiver and Severability.

    The failure by us to enforce any right or provision of these terms of use shall not be deemed a waiver of such right or provision. In the event that any provision of these terms of use is held to be invalid or unenforceable, then such provision will be limited, amended or deleted to the minimum extent required, and the remaining provisions of these terms of use will remain in full force and effect.

Last updated: May 03,2017