Terms of Service

These terms of use ("Terms of Use"), together with any other agreements or terms incorporated by reference, including our Privacy Policy (available at https://virtuallystage.com/privacy (the "Privacy Policy")) and any specific terms, conditions, or agreements governing the use of third-party services integrated into our Platform (collectively, the "Terms"), set forth the basis on which you are permitted to access and use the website available at https://virtuallystage.com, and its associated services (the "Platform"), provided to you by Virtuallystage ("we," "us," or the "Company").

These Terms constitute a binding and enforceable legal contract between the Company and you. BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL OF THESE TERMS, INCLUDING THE TERMS OF ANY THIRD-PARTY SERVICES INCORPORATED HEREIN. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Platform or Services.

1. Definitions

2. The Services

2.1. Our Services provide users with a registered Account on the Platform a comprehensive set of tools. You can upload your Photos, and then use Virtuallystage's virtual staging software to stage, decorate, furnish, and export these modified, high-resolution images (the "Modified Works").

2.2. We might update our Services now and then, which could include adding new features or removing old ones.

3. Third-Party Services and APIs

3.1. Integration with Third-Party Services: Our Platform integrates with and relies on services, content, or Application Programming Interfaces (APIs) provided by third-party entities, including but not limited to Zillow, Inc. (the "API Provider").

3.2. Acceptance of Third-Party Terms: By using the Services, particularly those features that depend on the API Provider's functionality, you acknowledge and agree that your use is also subject to and conditional upon your compliance with the API Provider's own terms of service, acceptable use policies, and privacy policies. You expressly agree to be bound by the Zillow, Inc.'s Terms of Service, which are available at https://www.virtualstagingai.app/terms-of-service. It is your sole responsibility to review, understand, and comply with these external terms. If you do not agree to the API Provider's terms, you must not use the corresponding features of our Services.

3.3. No Endorsement or Control: You understand and agree that Virtuallystage does not endorse, and has no control over, the content, privacy practices, security, or functionality of any third-party websites or services, including those provided by the API Provider. We are not responsible for the availability, reliability, performance, changes, or any issues arising from the API Provider's services or their APIs. Your access and use of any third-party services are entirely at your own risk.

3.4. Data Sharing with Third Parties: You acknowledge that certain User Data and content you submit to our Platform may be shared with the API Provider to enable the functionality of the Services. This sharing will be conducted in accordance with our Privacy Policy and the API Provider's policies.

4. Registration and User Account

4.1. Establishing an Account: To use the Platform, you'll need to complete our registration process. This means providing current, complete, and accurate information as prompted by the registration form, and you must keep all information in your Account, including your email address, up to date. Where available, you might also register using an approved third-party social networking service, like Facebook or Google (an "SNS Account"). If you choose this option, you'll be subject to their specific registration process. You can disable the connection between your Virtuallystage Account and your SNS Account at any time by accessing the "Settings" section within the Service.

4.2. Account Information: You must safeguard and not disclose your Account username and password, and you are responsible for supervising the use of your Account. It's essential to provide us with accurate and complete information when creating your Account, and you agree to keep your Account information current and accurate. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other security breach.

4.3. Deletion of Account: You have the option to delete your Account at any time. Please be aware that any information and User Data entered into the Services may be permanently deleted upon Account deletion. However, we may retain certain information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, unless otherwise instructed.

4.4. Use of Data: Virtuallystage may collect User Data. You hereby grant Virtuallystage permission to collect User Data available on the Platform and to use such User Data to enhance the Platform's performance and functionality, improve services and support for Virtuallystage users, and for various other business purposes. These purposes include monitoring, statistical data gathering, diagnostics, comparative analyses, security, and software integrity assurance. Virtuallystage may utilize various analytics tools to perform these functions. Please note that Virtuallystage does not provide an opt-out option from the use of such analytics tools; therefore, if you do not agree to the use of analytics tools in connection with your User Data, you should refrain from registering for the Service. Where applicable, User Data collected by Virtuallystage may be shared with you or any service provider who offers supplementary services in connection with the Services. Virtuallystage may also use User Data as further detailed in its Privacy Policy referenced above.

5. User Obligations and Restrictions

5.1. Obligations: When you use our Services, you agree to comply with all applicable laws, rules, and regulations. This includes those related to data privacy and intellectual property rights.

5.2. License: By uploading Photos to the Platform or otherwise using the Services, you grant Virtuallystage a worldwide, non-exclusive license to host, copy, and use your Photos, the Modified Works, your User Data, and any additional information or data you provide. This is solely for the purpose of providing you with the Services. Subject to this limited license, Virtuallystage does not acquire any other rights in your data. You, or your licensors, retain all rights and ownership to your data. You guarantee that you have full rights to provide Virtuallystage any data you submit through the Services, including, without limitation, the Photos. Please note that the Services are not intended to be used as storage, backup, or archiving services. It is your responsibility to back up your Photos, Modified Works, and User Data, and you are responsible for any lost or unrecoverable Photos, Modified Works, or User Data.

5.3. Restrictions: You must not misuse the Services. For example, you may not, either by yourself or through anyone acting on your behalf:

• (a) Sell, resell, or lease the Services, or access or attempt to access the Services by any means other than the interface we provide or authorize;
• (b) Circumvent any access or use restrictions put in place to prevent certain uses of the Services;
• (c) Use the Services to store, share, or transmit content that is unlawful, infringing, harmful, or which violates any person's rights, including privacy rights and intellectual property rights;
• (d) Attempt to disable, impair, or destroy the Services or Platform; or
• (e) Reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

5.4. The Photos: You agree that you will not upload, share, or otherwise distribute Photos which:

• (i) Are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or impersonate another person;
• (ii) Contain explicit or graphic descriptions or accounts of sexual acts, or in any way violate child pornography laws;
• (iii) Contain software viruses or other harmful computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party.

5.5. Non-Commercial Use Only: Unless you have purchased a specific commercial license, business plan, or have obtained explicit prior written permission from Virtuallystage, your right to access and use the Services, including any Modified Works generated, is strictly limited to personal, non-commercial use. You expressly agree not to use the Services or any Modified Works for any Commercial Use as defined in these Terms. Any unauthorized Commercial Use of the Services or Modified Works is a material breach of these Terms and may result in immediate termination of your Account and legal action.

6. Pricing and Payments

6.1. General Pricing Information: Your use of the Services requires payment of fees per Modified Work or other specified output. All prices for our Services are set in United States Dollars (USD).

6.2. Currency Conversion: While all prices are denominated in USD, for your convenience, the Platform will display the equivalent price in your local currency based on prevailing exchange rates at the time of your visit or at checkout. The final price applicable to your purchase will be clearly displayed to you on the Platform at the point of sale (e.g., on the checkout page) in your local currency before you complete your transaction. By proceeding with a purchase, you agree to pay the displayed amount in the specified local currency.

6.3. Payment Method: All payments must be made using the payment methods accepted on the Platform at the time of purchase. You agree that Virtuallystage is authorized to charge your chosen payment method for the fees due.

6.4. No Subscriptions, One-Time Payments: Please note that Virtuallystage does not operate on a subscription model. All fees are for one-time purchases of Services (e.g., per Modified Work created or other defined output). There are no recurring charges unless explicitly stated for a specific, future feature or service.

6.5. Taxes: All displayed prices are exclusive of any applicable sales taxes, value-added taxes (VAT), goods and services taxes (GST), or other governmental taxes or charges, which will be added to your purchase at the point of sale, where applicable. You are responsible for any such taxes.

6.6. Refunds and Cancellations: All purchases made on the Platform are non-cancellable and non-refundable. Please ensure you are satisfied with your selection before completing your payment.

6.7. Commercial Use Licensing: As detailed in our "Non-Commercial Use Only" clause, any Commercial Use of the Services or Modified Works requires the purchase of a specific commercial license, the terms and pricing of which will be separately agreed upon or made available on the Platform for specific commercial plans.

7. Intellectual Property Rights

7.1. Retention of Rights: All rights not explicitly granted to you in these Terms are reserved by Virtuallystage. We retain all rights, title, and interest in the Services, the Platform, and all their related intellectual property rights. These Terms do not give you any ownership or interest in Virtuallystage's intellectual property rights. Nothing in these Terms waives Virtuallystage's Intellectual Property Rights under any law.

7.2. When you create a staged photograph using our Services, you'll be using your own Photos, which come with their own intellectual property rights. You keep all rights you hold regarding your Photos. Remember, Photos might be protected by copyright, even if they don't have the © symbol. If you don't own the Photos, you must get authorization from the owner or copyright holder to use them with our Services. For instance, you shouldn't use professionally taken Photos on the Services unless you have explicit permission from the photographer. Additionally, if you want to publish a Photo of someone other than yourself, you must get permission from the individuals shown in the Photo before using it with our Services. Do not upload any Photos that are confidential or proprietary. We take no responsibility for the disclosure of confidential or proprietary information uploaded to the Platform. You guarantee that all Photos you upload are either owned or created by you, or you have obtained all the necessary licenses, rights, and permissions to use the Photo as intended by the Platform and to grant Virtuallystage the rights outlined here.

7.3. Feedback: If you provide us with any feedback, comments, or suggestions ("Feedback"), you grant us a royalty-free, fully paid-up, worldwide, perpetual, and irrevocable license to use this Feedback in the Services or any of our current or future products or services.

7.4. Copyright Policy: Virtuallystage respects the intellectual property rights of others. We comply with applicable copyright laws, including the Digital Millennium Copyright Act of 1998 ("DMCA") for users in the United States, and the Canadian Copyright Act (R.S.C., 1985, c. C-42) for users in Canada, as well as similar copyright laws and regulations in other jurisdictions. We have a policy of, upon notice, restricting access to or removing content that infringes on someone else's copyright. In appropriate situations, and at our sole discretion, we may terminate the Accounts of users of the Services who are found to repeatedly infringe on copyrighted work.

7.5. If you believe that anything on the Services infringes any copyright that you own or control, you may file a notice of such infringement.

7.6. For claims related to the DMCA (applicable primarily to users and content within the United States), this notice should comply with the requirements of 17 U.S.C. 512(c)(3) and be sent to our designated DMCA Agent at:

Virtuallystage, Attn: DMCA Agent / Copyright Notices, 403-29 Northern Heights Dr, Richmond Hill, Ontario, Canada, L4B 1L8, Email: copyright@virtuallystage.com

7.7. For copyright infringement claims under the Canadian Copyright Act (applicable to users and content within Canada), or claims originating from outside the United States and Canada or governed by other national or international copyright laws, please submit a notice that includes substantially the following information:

1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which must be disabled, and information reasonably sufficient to permit us to locate the material (e.g., URL(s)).
3. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address.
4. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information in the notification is accurate, and under penalty of perjury (where applicable), that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6. A physical or electronic signature of the complaining party or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

7.8. Please send such Canadian or other non-DMCA notices to:

Virtuallystage, Attn: DMCA Agent / Copyright Notices, 403-29 Northern Heights Dr, Richmond Hill, Ontario, Canada, L4B 1L8, Email: copyright@virtuallystage.com

7.9. To file a notice of infringement with us, the requirements specified by applicable copyright laws, including Title II of the DMCA where relevant, must be fulfilled. The text of the DMCA statute can be found at the U.S. Copyright Office website: https://www.copyright.gov. For the Canadian Copyright Act, information can be found on the Government of Canada's Justice Laws Website. For other jurisdictions, please refer to your local copyright laws.

8. Indemnification

8.1. You agree to protect, defend, and hold harmless Virtuallystage, our affiliates, employees, and agents (the "Indemnified Parties") from any and all liabilities, damages, and costs (including reasonable attorneys' fees) that come from a third party's claim, demand, suit, or proceeding. This includes any claim that your Photos or your use of our Services infringes or misuses a third party's intellectual property rights, violates applicable law, or is otherwise in breach of these Terms.

9. Disclaimers of Warranties

9.1. We've put security measures in place to help keep our Services safe and sound. However, information sent over the internet can sometimes be vulnerable to unauthorized access and monitoring. Virtuallystage doesn't offer any guarantee regarding the content on our Services.

9.2. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VIRTUALLYSTAGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES ABOUT SERVICE RELIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES OF USE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

9.3. OTHER THAN WHAT'S EXPRESSLY STATED IN THESE TERMS, WE DON'T GUARANTEE THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE OF DEFECTS.

10. Limitation of Liability

10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VIRTUALLYSTAGE WILL NOT BE LIABLE FOR (I) ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR (II) ANY LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL. THIS APPLIES IN EACH CASE TO DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF HOW THEY WERE CAUSED (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY) AND EVEN IF VIRTUALLYSTAGE HAS BEEN TOLD ABOUT THE POSSIBILITY OF SUCH DAMAGES.

10.2. IN NO EVENT WILL VIRTUALLYSTAGE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE PLATFORM OR SERVICES EXCEED THE GREATER OF ONE HUNDRED CANADIAN DOLLARS (CAD $100.00) OR THE AMOUNT YOU PAID TO VIRTUALLYSTAGE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3. THESE LIMITATIONS WON'T APPLY WHERE PROHIBITED BY LAW.

11. Term and Termination

11.1. Term: These Terms become effective the first time you accept them and will stay in effect until they are terminated.

11.2. Termination: You can stop using the Services at any time, and you can delete your Account. We may suspend or terminate your access to the Services at any time, at our discretion, and without prior notice, if you don't comply with these Terms. If you delete your Account, your User Data will be removed from the Service. However, deletion might not be immediate, and Virtuallystage may continue to keep your personal information in its records for audits and other administrative purposes, as required by law.

11.3. Survival: Any provisions of these Terms that, by their nature, must continue to apply after the termination of these Terms to achieve their fundamental purpose will survive. This includes, but isn't limited to, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction, and General sections, which will all remain in effect even after these Terms end or expire.

12. General

12.1. Governing Law and Jurisdiction: These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Platform or Services, shall be brought exclusively in the provincial or federal courts located in Toronto, Ontario, Canada. You consent to the jurisdiction of and venue in such courts and waive any objection as to an inconvenient forum. Notwithstanding the foregoing, Virtuallystage may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights. You and Virtuallystage agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

12.2. Changes to Terms: Virtuallystage may change these Terms from time to time. Any such change will become effective on the date it's posted on the Platform. You are responsible for regularly checking the Platform for these changes. By continuing to access or use the Services, you agree to be bound by the revised Terms.

12.3. Severability: If any part of these Terms is found to be unlawful, void, or for any reason unenforceable, then that specific provision will be considered separate from the rest of these Terms and will not affect the validity and enforceability of any remaining provisions. In such cases, the invalid or unenforceable part will be interpreted in a way that aligns with applicable law, reflecting as closely as possible the original intent of the parties involved.

12.4. Waiver: If we don't enforce a breach of any provision of these Terms, it doesn't mean we're waiving our right to enforce any past or future breaches of the same or any other provisions of these Terms.

12.5. Relationship: Nothing in these Terms should be seen as creating any agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint business enterprise between you and Virtuallystage.

12.6. Entire Agreement: These Terms represent the complete agreement between Virtuallystage and you regarding your use of the Services. They replace any and all prior agreements between Virtuallystage and you concerning the same subject matter. You confirm that, by agreeing to these Terms, you have not relied on any representation except those expressly made by Virtuallystage within these Terms.

12.7. Assignment: You may not assign your rights or delegate your obligations under these Terms without Virtuallystage's prior written consent. Any attempt to assign your rights contrary to this section will be null and void. Virtuallystage may assign its obligations under these Terms without restriction.