Terms of Service

IMPORTANT NOTICE: *All Payments To vLab Systems LLC Are Non-Refundable*

vLab Systems LLC (“The Company”) agrees to furnish services to the Customer, subject to the following Terms of Service (TOS).

All provisions of this TOS are subject to the vLab Systems Service Level Agreement [SLA] and the Acceptable Use Policy [AUP]. The SLA and AUP may be changed from time-to-time at the discretion of the Company. The Customer understands that change to the SLA and AUP by the Company shall not be grounds for early contract termination or non-payment.

This Agreement shall be construed in all respects in accordance with the US laws and in particular the laws of the Commonwealth of Massachusetts to contracts enforceable in that State. Venue will be Springfield, Massachusetts.

Disclosure to Law Enforcement: The SLA and the AUP specifically prohibit the use of our service for illegal activities. Therefore, Customer agrees that the Company may disclose any and all Customer information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Customer. In addition, the Company shall have the right to terminate all service set forth in this Agreement.

Service Rates: The Customer acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to the Customer either through the website, letter, invoice or some other form of price communication. The Customer is further, aware that the Company may prospectively change the specified rates and charges from time-to-time. The continuation of promotional offers to the Customer are contingent upon the Customer achieving and maintaining its business volume goals, cost of service goals as agreed with the Company and the rates charged to the Company by its suppliers not varying significantly beyond current limits.

Payment: Establishment of this service is dependent upon receipt by the Company of payment of stated charges. Subsequent payments are due on the dates stated in the schedule of payments.

Payments and Fees: Service will be interrupted on accounts that reach 30 days past due. Accounts that are not collectible by the Company may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay the company a “Processing and Collection” Fee in addition to the outstanding amount. If you desire to cancel your account, please follow the proper procedure to do this as outlined in this TOS.

Refund and Disputes: All payments to the Company are nonrefundable. This includes any one time setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred.

Failure to Pay: The Company may temporarily deny service or terminate this Agreement upon the failure of the Customer to pay charges when due. Such termination or denial will not relieve the Customer of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.

Account Cancellation: Requests for canceling accounts may be made in writing with at least 30 days notice but not more than 60 days prior written notice and sent to service@vlabsystems.net. This is only applicable to products which are billed on a monthly basis and not pay as you go or hourly billing subscriptions.

Taxes: You agree to pay all taxes on the Cloud Services that we may be required by law to collect, including transaction, local, value-added, sales, and service taxes. All fees specified on our Website and in the schedule of payments are exclusive of any such taxes, duties, levies or fees. If you are exempt from paying taxes on the Cloud Services, you agree to provide us with reasonable proof of your tax exempt status.

Customer acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, Customer agrees that the Company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the Company. Customer further acknowledges that the Company’s liability for its own negligence may not in any event exceed an amount equivalent to charges payable by Customer for services during the period damages occurred. In no event shall the Company be liable for any special or consequential damages, loss or injury.

 

Support Boundaries: The Company, provides technical support to our customers 7 days a week (except for the maintenance windows described in the SLA). We limit our technical support to our area of expertise. The Company does not provide technical support for customers that are not specifically covered by the contract for our service. The Customer’s End-Users should in the first instance use the Help files in the program, since they may have the answers to their questions there, so please investigate this option before calling for technical support. The Customer agrees to be the first-line of support for their end-users including basic trouble shooting for the cloud service and only where this has failed, will the cases be referred to the Company for resolution.

The Cloud Services will be provided without live support. Technical support will be limited to the online resources we make available to you.

It is the responsibility of the Customer to maintain a record of which vMachines have been assigned to the Customer’s End User Customer. The Company will simply allocate the User Names & Passwords for the agreed number of vMachines, but shall not be involved in their allocation to the End-User.

It is the responsibility of the End-User Customer to store their data files on an external or cloud drive. The Company reserves the right to reset vMachines at any time and shall not be liable for the loss of any data that was on the vMachines. The Company does not perform data recovery for End-User Customers.

Indemnification: The Company wishes to emphasize that in agreeing to the Company’s Service Level Agreement [SLA], Acceptable Use Policy [AUP] and Terms of Service (TOS), the Customer indemnifies the Company for any violation of the Service Level Agreement [SLA] and Terms of Service (TOS) that results in loss to the Company or the bringing of any claim against the Company by any third-party.

Miscellaneous Provisions: You must provide us with, and keep current, good contact information for you. E-mail, and telephone contacts are used, in that order of preference.

A waiver by the Company of any breach of any provision of this Agreement by Customer shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.

Customer shall not transfer or assign this Agreement without the prior written consent of the Company.

Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

Responsibility for Content: The Customer agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on Software Products or that appear during the use of Software Products. Customer further agrees not to reverse engineer, decompile, or disassemble the Software Products.

The Customer to the Company’s Virtual Laboratories expressly acknowledges and agrees that the use of Third Party products is at Customer’s/End-User’s sole risk and such Third Party products are provided “as is” and without representation or warranty of any kind from the Company’s including without limitation, any implied warranty of merchantability, fitness for a particular purpose, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, the Company will not be legally responsible for any damages, whether direct, indirect, or consequential, arising from the use or inability to use any Third Party product.

The Customer agrees to observe the terms of any license and/or applicable End-User Customer Agreement for Third Party products and that the Customer to the Company’s Virtual Laboratories shall be fully liable to Third Party vendors and the Company with respect to any improper use of such Third Party products or violation of license agreements with them and/or applicable End-User Customer agreements.

OWNERSHIP OF INTELLECTUAL PROPERTY. Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by the Company during the performance of the Services to you shall belong to the Company unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

 

INSTALLED SOFTWARE. It is agreed that the following software will be installed on the virtual laboratory and available on the desktop of each vMachine.

  • Microsoft Word 2016
  • Microsoft Excel 2016
  • Microsoft PowerPoint 2016
  • Microsoft Edge
  • Mozilla FireFox
  • Google Chrome
  • Adobe Acrobat Reader

vLab Systems will be responsible for purchasing the software licenses and keeping the software licenses up to date with the Third Party vendors.

 

Last Updated May 3, 2020