Terms & Conditions

Terms of Service (Business)

These Terms of Service (these “Terms”) are a contract between the business entity you represent, on the one hand (“you”), and DSY Consultancy Ltd., a Kenyan company, on the other hand (collectively, “Virt Consult”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use the website located at www.virtconsulting.com and related software and services (collectively, the “Virt Consult Platform Services”). Virt Consult may revise these Terms at any time. If any such amendment results in a material change to these Terms, as determined by Virt Consult in its sole discretion, Virt Consult will inform you of such changes via a notice on www.virtconsulting.com or by sending you an email to the address you have registered with us. Continued use of the Virt Consult Platform Services after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE VIRT CONSULT PLATFORM SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE VIRT CONSULT PLATFORM SERVICES. BY AGREEING TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE VIRT CONSULT PLATFORM SERVICES OR TO PROVIDE SERVICES VIA THE VIRT CONSULT PLATFORM SERVICES TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY AND THE PERSONS THAT ACCESS THE VIRT CONSULT PLATFORM SERVICES ON ITS BEHALF.

1 . THE VIRT CONSULT PLATFORM SERVICES

1.1 Overview

The Virt Consult Platform Services provide a venue for you (the “Client”) to review and obtain professional services (“Services”) from independent contractors or consulting firms (“Contractors”) for one or more projects (“Projects” or “Project”). Under these Terms, Virt Consult provides services to you in your capacity as a Client, including operating and providing the Virt Consult Platform Services, curating Contractors and Project bids, enabling the formation of contracts between Clients and Contractors, and functioning as the payment processor for Clients and Contractors. As a Client, you post Projects and invite Contractors to submit a bid. Contractors, in turn, post their professional profile(s) and bid on Projects. If you accept a Contractor’s bid, you will then be billed immediately and the funds will be held by Virt Consult until the project is completed. The Virt Consult Platform Services will allow you to connect to the Contractor through various technology enabled means. Once the project is completed, the funds billed will be transferred to the Contractor minus Virt Consult’s fees, and 5% will be transferred back to you along with the Contractor’s KRA PIN wherein you must pay the withholding tax for the Contractor. This must be paid or Virt Consult will hold you liable. Virt Consult reserves the right, either upon your request or in certain cases and with respect to certain Projects, to select the set of bids to forward to you for review.

1.2 Eligibility

The Virt Consult Platform Services are available only to legal entities that are capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a representative authorized to act on your entity’s behalf. In addition, by creating an account, you represent and warrant that your entity is not (a) a citizen of or doing business in a country where the use of or participation in the Virt Consult Platform Services is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen of, or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) associated or doing business with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation. In addition, you confirm that you are not prohibited or limited in any way from participating as a Client on the Virt Consult Platform Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way. Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as a Client on the Virt Consult Platform Services. Notwithstanding the foregoing, Virt Consult may determine your eligibility to create an account on the Virt Consult Platform Services in its sole discretion.

1.3 Your Account

You are solely responsible for ensuring the security of your Virt Consult Platform Services account passwords.  You are solely responsible for any use or action taken through the use of such passwords on the Virt Consult Platform Services.  You must notify Virt Consult support at info@virtconsulting.com immediately if you suspect that any of your passwords have been lost or stolen, or if the security of the Virt Consult Platform Services has been otherwise compromised.

1.4 Independent Contractor Status

As a Client, you acknowledge and agree that your relationship to Virt Consult is that of an independent contractor and customer receiving professional services, and that (a) you have no authority to act on behalf of Virt Consult; (b) Virt Consult does not, in any way, supervise, direct, or control the performance of the Services by Contractors; (c) Virt Consult is not a party to any contract you may enter into with Contractors and will not have any liability or obligations whatsoever under any such contracts; and (d) Virt Consult makes no representations as to the reliability, capability, or qualifications of any Contractors or the quality, security or legality of any services provided by such Contractors, and Virt Consult disclaims any and all liability relating thereto.  Virt Consult does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of services advertised, the truth or accuracy of listings, the qualifications, background, or identities of Contractors, the ability of Contractors to deliver services, or that a Contractor can or will actually complete a transaction. For the avoidance of any doubt, Virt Consult does not make any representations regarding the worker classification of any Contractor. WITHOUT LIMITING THE FOREGOING, VIRT CONSULT MAKES NO WARRANTIES, EXPRESS OR IMPLIED REGARDING OR RELATING TO THE CONTRACTORS, THE CONTRACTOR SERVICES OR THE SERVICE CONTRACTS.

1.5 Service Contract Required Terms

Unless otherwise agreed to in a writing signed by Virt Consult, each Service Contract must contain terms and conditions substantially similar to and at least as protective of Virt Consult as the following, provided that such terms and conditions do not constitute legal advice from Virt Consult, and you and your Contractors should consult independent counsel in drafting and negotiating any Service Contracts:

  • Payments and Billing. Client will pay DSY Consultancy Ltd, (“Virt Consult”) the fees for the Project in accordance with its agreement with Virt Consult (i.e., the Virt Consult Terms of Service).
  • Third Party Beneficiary. Client and Contractor understand and agree that Virt Consult is an intended third party beneficiary of each Service Contract and that Virt Consult has the right to enforce its rights and obligations under the Service Contract on its own behalf.

Once you have executed a Service Contract with a Contractor, you must upload a copy (redacted if necessary to protect any particularly sensitive information) to your Workspace for the applicable Project so that Virt Consult can verify your compliance with this requirement.

1.6 Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify a Contractor through the Virt Consult Platform Services or (ii) the time a Contractor completes its last Project with you (“Exclusivity Period”), you will use the Virt Consult Platform Services as your exclusive method to receive Contractor Services from that Contractor and make all payments, directly or indirectly, with that Contractor. During the Exclusivity Period, you shall not make complete or partial payments to any such Contractors for Contractor Services outside of the Virt Consult Platform Services, or otherwise circumvent Virt Consult’s role as payment processor or the Virt Consult Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) accept proposals from, receive services from, or make payments to any Contractors first identified through the Virt Consult Platform Services except via Virt Consult; or (b) pay or report on the Virt Consult Platform Services a payment amount lower than that actually agreed between you and a Contractor through the Virt Consult Platform Services. YOU WILL NOTIFY VIRT CONSULT IMMEDIATELY IF A CONTRACTOR SUGGESTS MAKING PAYMENTS OUTSIDE OF THE VIRT CONSULT PLATFORM SERVICES WITHIN THE EXCLUSIVITY PERIOD. If during the Exclusivity Period, you offer traditional employment to a Contractor, you agree to pay Virt Consult a fee of 25 percent of the annualized Total Cash Compensation payable to said Contractor (the “Employment Fee”). Total Cash Compensation means the annualized base salary and any signing, discretionary or other bonuses or commissions, but does not include moving expenses, tuition reimbursement or any other compensation or type of allowance (the “Total Cash Compensation”). You will pay Virt Consult the Employment Fee upon completion of thirty (30) days of employment of the Contractor. In the event the Contractor terminates employment with you, whether voluntarily or involuntarily, within thirty (30) days of employment, no Employment Fee will be owed. Upon expiration of Exclusivity Period, you are free to directly deal with the applicable Contractor outside of the Virt Consult Platform Services and independently from these Terms. If during the Exclusivity Period, you offer a non-employee role to a Contractor (e.g., a role as a board member or strategic advisor), Virt Consult shall, on a case-by-case basis, assess an appropriate finder’s fee in line with standard industry practice.

1.7 No Background Checks

Virt Consult is not required to and does not verify any information given to Virt Consult by Contractors, nor does Virt Consult perform background checks on Contractors. Virt Consult may provide information about a Contractor to you, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor submits. Virt Consult provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Virt Consult.

1.8 Third Party Websites

The Virt Consult Platform Services may include links to third party websites. Virt Consult has no control over, is not responsible for and does not endorse any such sites, and Virt Consult will have no liability for any damages or losses you incur by visiting or using such third party websites.

1.9 Privacy

For the purposes of sharing and collecting information via the Virt Consult Platform Services, Virt Consult will follow the Virt Consult Privacy Policy (“Privacy Policy“).

1.10 Code of Conduct

By accessing and using the Virt Consult Platform Services, you agree to abide by the Virt Consult Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.

2 . LICENSE AND RESTRICTIONS; OWNERSHIP

2.1 License Grant

Subject to your compliance with these Terms, Virt Consult hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Virt Consult Platform Services for your internal business purposes only, and subject to the limitations set forth below. Virt Consult reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the Virt Consult Platform Services comprise a limited license and do not constitute the sale of any software program or other intellectual property.

2.2 Restrictions

You agree that:

  • you will not use the Virt Consult Platform Services if you are not fully able and legally competent to agree to these Terms;
  • you will only use the Virt Consult Platform Services in full compliance with all applicable laws and these Terms; and
  • you will not use the Virt Consult Platform Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by Virt Consult, you agree that you will not directly or indirectly:
    • distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Virt Consult Platform Services in any unauthorized manner;
    • copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Virt Consult Platform Services or any part thereof in any form or manner or by any means;
    • harvest or scrape any content or data from the Virt Consult Platform Services;
    • remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Virt Consult Platform Services;
    • decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Virt Consult Platform Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
    • circumvent any functionality that controls access to or otherwise protects the Virt Consult Platform Services; or
    • permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of Virt Consult and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

2.3 Virt Consult Platform Services Ownership

The Virt Consult Platform Services’ “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that Virt Consult and/or its licensors own all right, title and interest in and to the Virt Consult Platform Services (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests.  Any and all improvements, updates, modifications or enhancements, whether made, created or developed by Virt Consult or otherwise relating to the Virt Consult Platform Services (collectively, “Revisions”), are and will remain the property of Virt Consult. All Revisions become the sole and exclusive property of Virt Consult.

2.4 Feedback

Any and all suggestions for correction, change, enhancement, improvement and modification to the Virt Consult Platform Services and other feedback, information and reports you provide to Virt Consult (collectively “Feedback”) are and will remain the property of Virt Consult. Virt Consult may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assigns to Virt Consult any and all right, title and interest that you may have in and to any and all Feedback.

3 . CONTENT POLICY

3.1 Your Content

You represent and warrant that you own or have a valid license to all content or other materials uploaded, posted, published or displayed through the Virt Consult Platform Services (collectively, (collectively, “Content”).  Subject to Virt Consult’s Privacy Policy, you hereby grant Virt Consult and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified and aggregated Content in connection with the operation and promotion of the Virt Consult Platform Services.

3.2 Workspace

During the course of your Projects, Virt Consult will provide you storage space on the Virt Consult Platform Services (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Contractor. Virt Consult reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.

3.3 Disclosure of Your Content

You acknowledge and agree that Virt Consult may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Virt Consult, its affiliates, officers, employees, representatives and agents, as well as Virt Consult Platform Services users and the general public.

3.4 Prohibited Content

You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. Virt Consult reserves the right to investigate and take appropriate legal action against any Contractors who violates this Section. Specifically, you represent and warrant that none of your Content: (a) constitutes protected health information under the Health Information Portability and Accountability Act; (b) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (c) constitutes material, non-public information about any Virt Consult and/or constitutes information the disclosure of which would be in violation of securities laws; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (g) in the sole judgment of Virt Consult, is objectionable or which restricts or inhibits any other person from using or enjoying the Virt Consult Platform Services, or which may expose Virt Consult or its users to any harm or liability of any kind. Virt Consult has the right, but not the obligation, to monitor your use of the Virt Consult Platform Services and Content to determine your compliance with these Terms.

4 . FEES AND PAYMENT

4.1 Fees

Virt Consult is free to join, and there are no charges to post Projects or review Contractor profiles. Instead, Virt Consult collects fees for each Project that is completed via the Virt Consult Platform Services. All fees are non-cancelable and non-refundable. If you have further questions about Virt Consult’s fees, please contact us at info@virtconsulting.com.

4.2 Payment Methods

Virt Consult functions as the payment processor for amounts you pay to Contractors for Services on the Virt Consult Platform Services. You agree to pay Virt Consult any fees you incur on the Virt Consult Platform Services, and hereby authorizes Virt Consult to charge you in the form of payment mutually agreed to between you and Virt Consult for such fees. If you elect to pay by credit card, you authorize the Virt Consult to (a) run, or have run, credit card authorizations on all credit cards provided by you; (b) store your credit card details as your method of payment for Services; and (c) charge your credit card (or any other form of payment authorized by the Virt Consult or mutually agreed to between you and the Virt Consult) in payment of any fees you incur on the Virt Consult Platform Services.  If Virt Consult invoices you, fees will be invoiced at Project launch or milestone launch as applicable; expenses will be invoiced as incurred.  All fees are due net fifteen (15) days from the invoice date and shall be in United States dollars.  Any payment not received from you by the due date may accrue, at Virt Consult’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.  If you require that an invoice be submitted against a purchase order before payment can be made, you will be responsible for issuing such purchase order to Virt Consult in a timely fashion and your failure to do so will not affect your obligation to pay all fees in accordance with these Terms.  Virt Consult’s fees do not include any taxes of any nature.  You are responsible for paying all taxes related to the Virt Consult Platform Services, excluding only taxes based on Virt Consult’s income, property or employees.

4.3 Books and Records

Each party will keep complete and accurate books and records sufficient to verify compliance or non-compliance with these Terms and the provisions of any Service Contract.  Each party will, upon at least ten business days prior written request by the other party (a “Review Request”), make available to the other party and its auditors such books and records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms.  Such Review Requests may not be issued more frequently than once every twelve (12) months.

5 . CONFIDENTIALITY

5.1 Definition of Confidential Information  

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.  Confidential Information shall include, but not be limited to: the pricing and other terms reflected in all Service Contracts, Content and the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that a Receiving Party can show:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality and Non-Use

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality.  In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under these Terms (including, without limitation, as may be necessary to support or defend a claim arising under these Terms).

5.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.  The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.

5.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

5.5 Publicity

During the term of this Agreement, Virt Consult may publicly refer to Client as a customer of Virt Consult and may use Client’s name and logos alongside the names and/or logos of other Virt Consult Clients on Virt Consult’s website, in customer lists, pitch proposals, investor presentations and sales presentations.

6 . WARRANTY DISCLAIMER

VIRT CONSULT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, VIRT CONSULT PLATFORM SERVICES OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRT CONSULT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7 . LIMITATION OF LIABILITY

IN NO EVENT WILL VIRT CONSULT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF VIRT CONSULT TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE VIRT CONSULT PLATFORM SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO VIRT CONSULT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF VIRT CONSULT IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8 . INDEMNIFICATION

You agree to indemnify and hold harmless the Virt Consult and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Virt Consult Platform Services; (b) your Content; and (c) your violation of these Terms.

9 . TERMINATION

9.1 Termination

Subject to your obligation to pay for Services for which you have received, you have the right to cancel your account at any time upon notice to Virt Consult, and Virt Consult has the unlimited right to terminate or limit your account and/or access to the Virt Consult Platform Services at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.6.

9.2 Survival

Sections 1.5 (Service Contract Required Terms), 1.6 (Exclusivity), 3.1 (Your Content), 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9.2 (Survival), 10 (Dispute Resolution) and 11 (General) of these Terms will survive any termination thereof.

10 . DISPUTE RESOLUTION

10.1 Informal Process First

You agree that in the event of any dispute between you and Virt Consult, you will first contact us and make a good faith sustained effort to resolve the dispute amicably and efficiently.

10.2 Individual Basis; Jury Trial Waiver

To the fullest extent permitted by applicable law, you and Virt Consult each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and Virt Consult each waive any right to a jury trial. You and Virt Consult expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

10.3 Limitation Period

In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.

10.4 Jurisdiction

You and Virt Consult each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and Virt Consult each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.

11 . GENERAL

11.1 Assignability

You may not assign these Terms or any of your rights or obligations hereunder without Virt Consult’s prior written consent. Virt Consult may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

11.2 Entire Agreement

These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

11.3 Governing Law

These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.

11.4 Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given: (a) by  Virt Consult via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the Virt Consult Platform Services; or (c) by you via email to info@virtconsulting.com.

11.5 No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

11.6 Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.

Terms of Service (Expert)

These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity as an independent consultant or as a representative of a firm), on the one hand (“you”), and DSY Consultancy Ltd, Inc., a Delaware corporation on the other hand (collectively, the “Company”, “Virt Consult”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use the website located at www.virtconsulting.com and related software and services (collectively, the “Virt Consult Platform Services”). The Company may revise these Terms at any time.  If any such revision results in a material change to these Terms, as determined by the Company in its sole discretion, Virt Consult will notify you by posting on  www.virtconsulting.com or by sending you an email at the address you have registered with us. Continued use of the Virt Consult Platform Services after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE VIRT CONSULT PLATFORM SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE VIRT CONSULT PLATFORM SERVICES. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE VIRT CONSULT PLATFORM SERVICES OR TO PROVIDE SERVICES VIA THE VIRT CONSULT PLATFORM SERVICES TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY.

1      THE VIRT CONSULT PLATFORM SERVICES

1.1          Overview

The  Virt Consult Platform Services provides a venue for you to meet and offer your professional services (“Services”) as an individual independent contractor or firm (“Contractor”) to individuals or businesses who are in the market for such Services (“Clients”) for one or more projects (“Projects”). Under these Terms, the Company provides services to you in your capacity as a Contractor, including operating and providing the Virt Consult Platform Services, curating Clients and Projects, and functioning as the payment processor for you and Clients. Clients post Projects and Contractors may submit bids. If a Client accepts your bid, you may then draft and negotiate a contract, statement of work (“SOW”), consulting agreement, or other service or project agreement directly with such Client (“Service Contract”), though any such Service Contract you enter into with a Client must contain the required terms as further described in Section 1.7 below. The Company reserves the right in certain cases and with respect to certain Projects to select the set of bids to forward to the applicable Client.

1.2          Eligibility

The Virt Consult Platform Services are available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your legal or business name, contact information, and profile information regarding your professional qualifications and the Services you will offer to provide via the Virt Consult Platform Services. In addition, by creating an account, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the Virt Consult Platform Services is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

In addition, you confirm that you are not prohibited or limited in any way from acting as a Contractor on the Virt Consult Platform Services by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as a Contractor on the Virt Consult Platform Services. Notwithstanding the foregoing, the Company may determine your eligibility to create an account on the Virt Consult Platform Services in its sole discretion.

1.3          Your Account

The Company reserves the right to validate your identity and account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password, and are responsible for any activities that occur on the Virt Consult Platform Services under your account. You must notify Company support at info@virtconsulting.com immediately if you suspect that your password has been lost or stolen.

1.4          Independent Contractor Status

As a Contractor, you acknowledge and agree that your relationship to the Company is that of an independent contractor and vendor rendering professional services, and that

(a) you have no authority to act on behalf of the Company;

(b) the Company does not, in any way, supervise, direct, or control your performance of Services; and

(c) the Company is not a party to any contract you may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of the Company, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from the Company, that the Company provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:

(i) compensating any of your principals, employees and agents who provide any services to the Company or Client on your behalf, including, without limitation, wages and employee benefits;

(ii) reporting to all applicable government agencies all amounts paid to such principals, employees and agents;

(iii) withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act;

(iv) compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.

1.5          E&O Insurance Coverage

You agree that:

(a)  This is not a contract of insurance or a contract to procure insurance on your behalf.

(b)  Virt Consult is not an insurer or insurance producer, and are not licensed as such.  Virt Consult does not sell, solicit or negotiate insurance for any class or classes of insurance, are not authorized to do so on your behalf, and have not done so on your behalf.  Virt Consult does not exchange contracts of insurance by any means, for money or its equivalent, on behalf of an insurance company, have not done so on your behalf, and are not authorized to do so on your behalf.  Virt Consult does not attempt to sell insurance or ask or urge anyone to apply for a particular kind of insurance from a particular company, have not done so on your behalf, and are not authorized to do so on your behalf.  Virt Consult does not confer directly with or offer advice directly to purchasers or prospective purchasers of a particular contract of insurance concerning any of the substantive benefits, terms or conditions of an insurance contract, do not sell insurance or obtain insurance from insurers for purchasers, have never done so on your behalf and are not authorized to do so on your behalf.

(c)  At all times while you are engaged in Services, you will maintain errors and omissions insurance to insure against your liability for actual or alleged wrongful acts committed in your capacity as a Contractor in an amount not less than $2,000,000 in the aggregate for any one-year policy period (“Coverage”).  You will also maintain written evidence of Coverage satisfactory to the Company.  You can satisfy these obligations only in one of the two following ways, which you may elect in your discretion:

(i) by accepting these Terms and doing nothing further you opt in to Coverage provided through the Virt Consult Platform Services and accept a deduction of $2 from your first disbursement on each Project, or

(ii) by sending an email to info@virtconsulting.com with the subject line “Opt Out of Coverage” along with written evidence of Coverage satisfactory to the Company, including but not limited to a current certificate of insurance.  The Company will notify you if the evidence of Coverage provided is not satisfactory.

1.6          No Conflict

You hereby represent and warrant that you are not party to any written or oral agreement or understanding, or bound by or otherwise subject to any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations, that would restrict or prevent you from performing Services for a Client with which you enter into a Service Contract or with respect to a Project for which you entered into a Service Contract. You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right.   For purposes of these Terms, “Work Product” means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by you for Client during the term of the Service Contract.

1.7          Service Contract Required Terms

Unless otherwise agreed to in a writing signed by the Company, each Service Contract must contain terms and conditions substantially similar to and at least as protective of the Company as the following, provided that such terms and conditions do not constitute legal advice from the Company, and you and your Clients should consult independent counsel in drafting and negotiating any Service Contracts.

_      Client Payments and Billing. Client will pay DSY Consultancy Ltd, Inc. (“Virt Consult”) the fees for the Project in accordance with its agreement with Virt Consult.

_      Third Party Beneficiary. Client and you understand and agree that Virt Consult is an intended third party beneficiary of each Service Contract and that Virt Consult has the right to enforce its rights and obligations under the Service Contract on its own behalf.

1.8          Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify a Client or are first identified by a Client through the Platform or (ii) the time you complete your last Project with a Client (“Exclusivity Period”), you will use the Platform as your exclusive method to bid for Services and receive all payments for Services, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity. Furthermore, during the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of the Virt Consult Platform Services, or otherwise circumvent the Company’s role as payment processor or the Virt Consult Platform Services’s payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through the Virt Consult Platform Services except via the Virt Consult Platform Services; (b) contact a Client outside of the Virt Consult Platform Services in order to secure a Project that the Client has posted on the Virt Consult Platform Services; or (c) invoice or report on the Virt Consult Platform Services an invoice amount lower than that actually agreed between you and a Client through the Virt Consult Platform Services. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms.  YOU WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT SUGGESTS MAKING PAYMENTS OUTSIDE OF THE VIRT CONSULT PLATFORM SERVICES WITHIN THE EXCLUSIVITY PERIOD.

1.9          Third Party Websites

The Virt Consult Platform Services may include links to third party websites. The Company has no control over, is not responsible for and does not endorse any such sites, and the Company will have no liability for any damages or losses you incur by visiting or using such third party websites.

1.10       Privacy Policy

Virt Consult respects your privacy. For information regarding what information Virt Consult collects from you and how Virt Consult uses and shares it, please see our Privacy Policy.

1.11       Virt Consult Code of Conduct

By accessing and using the Virt Consult Platform Services, you agree to abide by the Virt Consult Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.

2 . LICENSE AND RESTRICTIONS; OWNERSHIP

2.1          License Grant

Subject to your compliance with these Terms, the Company hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Virt Consult Platform Services for your internal business purposes only, and subject to the limitations set forth below. The Company reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the Virt Consult Platform Services comprise a limited license and do not constitute the sale of any software program or other intellectual property.

2.2          Restrictions

You agree that:

(a) you will only use the Virt Consult Platform Services in full compliance with all applicable laws and these Terms; and

(b) you will not use the Virt Consult Platform Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by the Company, you agree that you will not directly or indirectly:

(i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Virt Consult Platform Services in any unauthorized manner;

(ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Virt Consult Platform Services or any part thereof in any form or manner or by any means;

(iii) harvest or scrape any content or data from the Virt Consult Platform Services;

(iv) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Virt Consult Platform Services;

(v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Virt Consult Platform Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);

(vi) utilize the Virt Consult Platform Services to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(vii) circumvent any functionality that controls access to or otherwise protects the Platform; or

(viii) permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of the Company and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

2.3          Virt Consult Platform Services Ownership

The Virt Consult Platform Services’s “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that the Company and/or its licensors own all rights, title and interest in and to the Virt Consult Platform Services (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all: (a) suggestions for correction, change and modification to the Virt Consult Platform Services and other feedback, information and reports you provide to the Company (collectively “Feedback”); and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by the Company or otherwise relating to the Virt Consult Platform Services (collectively, “Revisions”), are and will remain the property of the Company. All Feedback and Revisions become the sole and exclusive property of the Company and the Company may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all rights, title and interest that you may have in and to any and all Feedback and Revisions.

3 . CONTENT POLICY

3.1          Your Content

You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the Virt Consult Platform Services, inclusive of any Work Product (collectively, “Content”). Virt Consult acknowledges and agrees that, unless otherwise agreed to with the Client, you own all right, title and interest in and to your Content (including all intellectual property rights therein or related thereto) and Virt Consult agrees not to take any action(s) inconsistent with such ownership interests. Subject to Virt Consult’s Privacy Policy and exclusively with respect to de-identified and aggregated Content, you hereby grant Virt Consult and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Content, in connection with the operation and promotion of the Virt Consult Platform Services.

3.2          Workspace and Work Product

During the course of your Projects, the Company will provide you storage space on the Virt Consult Platform Services (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Client, including any Client Materials and Work Product. The Company reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.  For the purposes of these Terms, “Client Materials” means the instructions, materials, and information that Client provides to you in connection with a particular Service Contract, and any intellectual property rights contained therein.

3.3          Disclosure of Your Content

Virt Consult’s confidentiality obligations with respect to your Content shall be governed by Section 5 herein.  Notwithstanding the foregoing, you acknowledge and agree that the Company may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) comply with legal process, applicable laws or government requests;

(b) enforce these Terms;

(c) respond to claims that any of your Content violates the rights of third parties; or

(d) protect the rights, property, or personal safety of the Company, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.

3.4          Prohibited Content

You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. The Company reserves the right to investigate and take appropriate legal action against any Contractors who violate this Section. Specifically, you represent and warrant that none of your Content:

(a) constitutes protected health information under the Health Information Portability and Accountability Act;

(b) infringes any intellectual property, proprietary, contractual or privacy rights of any party;

(c) constitutes material, non-public information the disclosure of which would be in violation of securities laws;

(d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation;

(f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or

(g) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Virt Consult Platform Services, or which may expose the Company or its users to any harm or liability of any kind. The Company has the right, but not the obligation, to monitor your use of the Virt Consult Platform Services, your Content and the Services you perform to determine your compliance with these Terms.

4 . FEES AND PAYMENT

4.1          Fees

The Company collects fees for each Project that is completed on the Virt Consult Platform Services. When you submit a bid for a Project, the Company will display the amount of any fees that the Company will deduct from the bid amount prior to disbursing payment to you. All fees are non-cancelable and non- refundable. If you have further questions about Virt Consult’s fees, please contact us at supply@virtconsulting.com.

4.2          Disbursements

The Company functions as the payment processor for amounts Clients pay for your Services on the Virt Consult Platform Services, and the Company will automatically disburse funds to you in accordance with the payment terms under the applicable Service Contract. Unless otherwise agreed upon in the applicable Service Contract, all disbursements to you shall be made in United States dollars. In cases of fraud, abuse or violation of these Terms, the Company reserves the right to setoff against any amounts due to you via the Virt Consult Platform Services any damages or costs the Company incurs as a result of such fraud, abuse or violation.

4.3          Tax Reporting

The Company is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, the Company will provide a 1099-K form to the US Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the Virt Consult Platform Services and participates in over 200 separate Projects in a single calendar year. Otherwise, the Company will have no responsibility for determining the necessity of or for issuing any US or foreign tax forms, or for determining, remitting, or withholding any type of taxes or similar levies applicable to Contractor Fees and you will be solely responsible for determining whether you are required by applicable law to file any US or foreign tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts the Company remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate US or foreign authorities.

4.4          Books and Records

During the time these Terms are in force, and for a period of three (3) years thereafter, you will create and maintain records to document compliance or non-compliance with these Terms and the terms of any Service Contract.  You will, upon at least ten business days prior written request by Company (a “Review Request”), make available to Company and its auditors such records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms and the terms of any Service Contract.

5 . CONFIDENTIALITY

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.  Confidential Information shall include, but not be limited to: (a) the identity of Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (d) the terms and conditions in all Service Contracts or other agreements executed with Clients; (e) your Content; and (f) any other nonpublic or proprietary information of the Company or its Clients. Confidential Information shall not include any information that a Receiving Party can show:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. For the avoidance of any doubt, nothing in this Section 5 shall restrict Virt Consult’s ability to collect, use and process your personally identifiable information pursuant to Virt Consult’s Privacy Policy.

During the term of this Agreement and for a period of three (3) years thereafter (or perpetually with respect to Content), each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality.  In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.  The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.

Upon request by the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information in its possession. Services.

6 . WARRANTY DISCLAIMER

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE VIRT CONSULT PLATFORM SERVICES OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7 . LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE VIRT CONSULT PLATFORM SERVICES WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8 . INDEMNIFICATION

You agree to indemnify and hold harmless the Company and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

(a) your use of the Virt Consult Platform Services;

(b) any Services you provide;

(c) Your Content; and

(d) your violation of these Terms.

9 . TERMINATION

9.1          Termination

Subject to your obligation to complete Services for which you are engaged, you have the right to cancel your account at any time upon notice to the Company, and the Company has the unlimited right to terminate or limit your account and/or access to the Virt Consult Platform Services at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.8.

9.2          Survival

Sections 1.7, 1.8, 3.1, 3.3, 5, 6, 7, 8, 9.2, 10 and 11 of these Terms will survive any termination thereof.

10 . DISPUTE RESOLUTION

10.1       Informal Process First

You agree that in the event of any dispute between you and the Company, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.

10.2       Binding Arbitration

Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1, except for disputes relating to the infringement of the Company’s intellectual property rights or the access or use of the Virt Consult Platform Services in violation of these Terms (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify.

10.3       No Judge or Jury

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

10.4       Arbitrator and Rules

The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.

10.5       Starting an Arbitration

To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: legal@virtconsulting.com. The Company will send any notice of dispute to you at the email address you have registered with us.

10.6       Format of Proceedings

The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.

10.7       Fees

If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.

10.8       Individual Basis; Jury Trial Waiver

To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. You and the Company expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

10.9       Limitation Period

In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.

10.10    Enforcement

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.

10.11    Invalidity

If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and the Company each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and the Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.

10.12    Opting Out

If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending an email to within thirty (30) days of the first of the date you access or use the Virt Consult Platform Services.

11 . GENERAL

11.1       Assignability

You may not assign these Terms or any of your rights or obligations hereunder without the Company’s prior written consent. The Company may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

11.2       Entire Agreement

These Terms and the Schedules attached hereto set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

11.3       Governing Law

These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the jurisdiction in which you reside.

11.4       Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given:

(a) by the Company via email (in each case to the email address that you provide when registering your account);

(b) a reasonably prominent posting on the Virt Consult Platform Services; or

(c) by you via email to info@virtconsulting.com.

11.5       No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

11.6       Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.

 

Code of Conduct

Introduction

This Code of Conduct establishes a shared standard for professional behavior on the Virt Consult Platform Services. The success of every engagement on the Virt Consult Platform Services is predicated on the professional behavior of the people involved, particularly the Clients and Contractors.

This Code of Conduct is a part of Virt Consult’s Terms of Service for both Clients and Contractors (“Users”).  Unless otherwise defined herein, the terms used in this Code of Conduct have the same definition as provided in Virt Consult’s Terms of Service.

Users who diverge from this Code of Conduct may, at Virt Consult’s discretion, be temporarily or permanently barred from using the Virt Consult Platform Services, depending on the seriousness of the misconduct.

Virt Consult will update this Code of Conduct regularly, though there may be unforeseen situations leading to account deactivation that are not explicitly listed in this policy.

Reviews and Ratings

Reviews and ratings are an opportunity for both Clients and Contractors to build a positive reputation on the Virt Consult Platform.  Reviews and rating should be truthful, clear, fact-based and helpful to both the recipient and the wider Virt Consult community.  Virt Consult reserves the right to remove reviews that violate these review guidelines.

Users can only write a review or provide a rating after a Project is completed.  Reviews and ratings may be available to other Users viewing another user’s profile or completed Projects.

To report a review that violates these review guidelines, please contact supply@virtconsulting.com.

Professionalism and Quality

Clients and Contractors are expected to communicate professionally and in good faith over the Virt Consult Platform. Additionally, Clients should expect to engage with Contractors producing high-quality work.  Virt Consult may temporarily or permanently deactivate accounts associated with Users that receive reviews, ratings, or complaints regarding a lack of professionalism or quality.

Fraud and Misrepresentation

Virt Consult expects all Users to present themselves truthfully and accurately and may permanently deactivate any account associated with fraudulent activity. Specifically:

  • All information on a user’s profile must be true and accurate. Users agree to provide Virt Consult with accurate and complete biographical information, including job status and employment history, and to promptly update that information as it changes. Virt Consult may verify information provided by or about a user. If requested, Users must assist Virt Consult in the verification process.
  • Users will not impersonate any person or entity (including creating an account under a fake or borrowed name) with the exception of Clients using deidentified company names.
  • Clients posting projects must fully disclose context that is relevant and critical to a Contractor’s ability to successfully complete a Project.
  • Contractors must have legal and beneficial ownership of, and all rights and interest in, any materials underlying the Work Product created in connection with a Project.  Work Product must not include any misrepresentation or fraudulent data. Contractors are required to disclose any sources used in Work Product in accordance with generally accepted research practices (i.e., proactively cite primary or secondary information sources that are not their own) as a matter of general practice and upon request from the Client or Virt Consult.

Discrimination, Harassment and Abusive Conduct

Virt Consult maintains a zero-tolerance policy regarding all forms of discrimination, harassment, or abuse.  Users may not refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable federal or state law.

All reports of discrimination, harassment or abusive conduct are taken very seriously and may result in permanent loss of access to the Virt Consult Platform Services. If you feel that you have been treated inappropriately by another user, please contact supply@virtconsulting.com.

Mediation Processes and Procedures

Virt Consult may assist in the fair and timely resolution of a complaint or dispute between Users. Virt Consult may take the following actions, including but not limited to:

  • Contact all Users involved to obtain information;
  • Review Project-related data and correspondence captured on the platform and gathered through conversations with involved parties;
  • Request additional materials evidencing communications between the involved parties;
  • Coordinate mediation between the Users involved in the complaint or dispute;
  • Determine an appropriate outcome, including, but not limited to, User account deactivation, partial payment, payment refund, and/or project re-staffing;
  • Communicate the outcome to all involved parties; and
  • Promptly carry out the mediation outcome.

Virt Consult expects all Users to cooperate with any investigations or other activities by Virt Consult in furtherance of the above procedures.

If Virt Consult temporarily or permanently deactivates a User’s account, the User is prohibited from creating a new account under his or her name, a fake or borrowed name, or the name of any third party, even if he or she is acting on behalf of the third party. In addition to temporarily or permanently deactivating a User’s account, Virt Consult reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If you have any questions about this Code of Conduct or Virt Consult’s Terms of Service, please contact supply@virtconsulting.com.

 

Privacy Policy

DSY Consultancy Ltd, Inc. (“Virt Consult”, “our”, “us” or “we”) provides this Privacy Policy to inform you of our policies and procedures regarding the collection, use and disclosure of personal information we receive from users of our website located at www.virtconsulting.com (the “Site”) and related software, services, features and content (collectively, the “Virt Consult Platform” or the “Platform”). This Privacy Policy applies only to information that you provide to us through the Platform. A user of the Platform or Site, whether as a registered user or a non-registered user just browsing the Site, is hereinafter referred to as a “User,” or collectively, the “Users”.

This Privacy Policy may be updated from time to time. We will notify you of any material changes by posting the new Privacy Policy on the Site. You are advised to consult this policy regularly for any changes. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Virt Consult Terms of Service, accessible at: www.virtconsulting.com. Capitalized terms used herein but not otherwise defined will have the definitions provided in the Terms of Service. As used in this policy, the terms “using” and “processing” information include using Cookies (defined below) on a computer, subjecting the information to statistical or other analysis and using or handling information in any way, including, but not limited to collecting, storing, evaluating, modifying, deleting, using, combining, disclosing and transferring information within our organization or among affiliates or partners we establish.

Information Collection and Use

Our primary goals in collecting, using and processing information via the Platform are to provide Users with access to and use of our Platform, to improve and further develop our Platform and to enable users to enjoy and easily navigate the Site.

Personally Identifiable Information

  • In the course of using the Platform (whether as a Client or Contractor), we may ask you to provide us with, or grant us access to, or permission to obtain, certain personally identifiable information that can be used to contact or identify you; personally identifiable information may include, but is not limited to, your name, company name, email address, postal address, work experience and interests, and phone number (“Information”).
  • If you use the Platform to make or receive payments, we will also collect certain Personal Information such as credit card information, Swipe, PayPal or other financial account information, and billing address.
  • We may collect additional Personal Information to validate your identity, such as your date of birth, place of birth or taxpayer identification number. We may request documents to verify this information, such as a copy of your government-issued identification or photo, and we may authenticate it against third party databases or request a credit report.
  • As further described in our Terms of Service, you may register or input data onto our Platform directly via the Site or by logging into your account with certain third party social networking services (including, but not limited to, LinkedIn or Facebook) (“SNS”) via our Site. If you choose to input data via an SNS, we will use the Personal Information you have provided to the SNS (such as your ”real” name, email address, gender, prior experience and other information you make publicly available via the SNS) to modify and update your account; the information we extract may depend on the privacy settings you have with the SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Platform, and Virt Consult is not responsible for its accuracy, legality, or non-infringement.
  • You may link your Virt Consult account to your SNS account, in which case the SNS may share certain information about you with other SNS users, as well as sharing certain information about other SNS users with you. You represent that you are authorized to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Virt Consult to pay any fees or making Virt Consult subject to any usage limitations imposed by such SNS. You can disable the link between your Virt Consult account and your SNS account at any time though the “Settings” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY SNS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS.If your SNS account terminates, then functions enabled through the link between your Virt Consult account and your SNS account will terminate as well.
  • We also collect other information that you provide in connection with your use of the Platform (e.g., zip code (on its own) and individual preferences) (“Non-Identifying Information”). We collect additional Non-Identifying Information from Clients in the form of information related to jobs posted via the Platform (e.g., budget, location, history of job listings, timing of job performance and feedback/rating information). We also collect additional Non-Identifying Information from Contractors in connection with Contractor profiles (e.g., information on jobs previously performed, skills, tests taken, hourly pay rates and feedback/rating information).
  • We use your Personal Information (in some cases, in conjunction with your Non-Identifying Information) mainly to provide the Platform, complete your transactions, and administer your inquiries.

Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers (for example, combining your zip code with your street address) in a way that enables you to be identified. But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information and aggregate it with information collected from other Virt Consult Users to attempt to provide you with a better experience, to improve the quality and value of the Platform, and to analyze and understand how our Site and Platform are used, and to generate general industry analysis. We may also use the combined information without aggregating it to serve you specifically, for instance to deliver a product to you according to your preferences or restrictions.

When you register for the Platform, you will be opting-in to receive Virt Consult emails, newsletters, marketing and/or promotional materials. We will also use your Personal Information to send this content to you. If you decide at any time that you no longer wish to receive such communications from us, you can opt-out or customize the type of messages you receive from Virt Consult by visiting the “Notifications” section under “Account Settings”, or by clicking on the unsubscribe link included at the bottom of Virt Consult emails, or by emailing us at info@virtconsulting.com. Please note that any such opt-out applies solely to marketing related emails. Virt Consult will still need to communicate with you via email with regarding non-marketing related matters related to the Platform and you acknowledge and agree that Virt Consult has the right to do so.

Virt Consult’s Use of Personal Information

Virt Consult uses Personal Information for the following general purposes:

  • To provide our products and the Platform,
  • For billing, identification and authentication, and fraud prevention,
  • To analyze Site usage and improve our products and the Platform,
  • To contact you and deliver administrative notices and communications relevant to your use our products and services,
  • For internal market research, troubleshooting problems, and detecting and protecting against error, fraud or other criminal activity,
  • For distribution to third-party contractors that provide services to Virt Consult and partners of Virt Consult who are bound by confidentiality obligations with respect to any Personal Information that we share with them,
  • To enforce our Terms of Service, and
  • As otherwise set forth in the Privacy Policy.

We may employ third party companies and individuals to facilitate our Platform, to provide the services of the Platform on our behalf, to perform Site-related services (e.g., without limitation, maintenance services, database management, web analytics, payment processing, fraud detection and improvement of the Site’s features) or to assist us in analyzing how our Site and Platform are used. These third parties have access to your Personal Information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose. Although we ensure that our third party agents (“Agents”) receiving your information are bound by confidentiality obligations. Virt Consult is not responsible for and shall not be liable for any issues that may arise regarding the Privacy Policies of any of its agents, affiliates, advertiser and/or any other third parties. By using this website, you do hereby agree to hold Virt Consult indemnify, defend and hold harmless Virt Consult from any claims and/or damages that may arise from the actions of any of Virt Consult’s Agents, affiliates and/or advertisers.

Two things drive Virt Consult’s decisions regarding the use of information collected from users: 1) improving user experience by offering personalized services, content and advertising, and 2) market research.

Ads are a standard part of user experience on the Internet, and Virt Consult believes that targeted advertising enhances this experience. Virt Consult may use Cookies (defined below) and other technologies and Personal Information to place ads where they believe interested parties will see them. In addition to banner ads, Virt Consult may advertise products, companies and events that we think might interest you through the email address you provide.

Virt Consult may analyze Personal Information and Web Navigational Data based on your interests and may use the analysis from this information in a way that does not contain any Personal Information (“Market Research”) in order to:

  • Market the Platform
  • Improve the likelihood of a sale to a new Users
  • Increase the likelihood that a User’s experience with the Platform is relevant to its interests

Virt Consult uses data at the individual level to sell products and services to Users who express an interest in these products and services, through a poll for example, or to Users who can be presumed to have an interest based on results from our Market Research.

Virt Consult may use your cell phone number to call or text you in order to provide the Platform. If you would like more information about our policy, or to opt out, please review our Terms of Service and email info@virtconsulting.com; by accepting these Terms of Service you are indicating your consent to be contacted at the phone number you have provided for the purposes described above.

Information Sharing

  • When you submit information to Virt Consult, it is collected, processed and maintained solely by us or by third party Agents who are bound by confidentiality obligations. We may allow our business partners to collect information about Users that is not extremely sensitive Information. If you would like to opt out from the onward transfer of your information to our non-agent partners, you may send us an email at info@virtconsulting.com. Include the word “privacy” in the subject line of the email and all your registration information in the body of the email.
  • We may share or otherwise use aggregated information that does not include Personal Information and we may otherwise disclose Non-Identifying Information and Log Data with third parties for industry analysis, demographic profiling and other purposes. Any aggregated information shared in these contexts will not contain your Personal Information.
  • Some Virt Consult content is “sponsored by” or “presented by” other companies. Virt Consult shares market research data (how the sponsorship performed, names of contest winners, etc.) collected on this website or via email surveys with these partners. This information is aggregated and not linked to specific Users.
  • Partners may sponsor promotions, contests and sweepstakes that require you to reveal details such as your name, address or phone number. When a Partner-sponsored contest or sweepstakes is made available through our Platform, it will contain a link to the Partner’s privacy policy. Always check their privacy policy before revealing information about yourself. If you don’t want these sponsors to have your Personal Information, you can choose to not participate in their contests, sweepstakes and other offerings.
  • Virt Consult reserves the right to disclose Personal Information from both private and public areas of this website at our discretion, if required by law or if we are given reason to believe, in our sole discretion, that such disclosure is necessary in order to prevent harm to our Platform or our Users or to protect the rights of our Users, the general public, or Virt Consult, to comply with a judicial proceeding, court order or legal process.
  • Finally, Virt Consult reserves the right to transfer, sell and/or distribute all information collected through the Platform to an affiliate, subsidiary, or third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or part of our business, assets or stock. We will require that new entity follows this Privacy Policy with respect to your Personal Information, as and to the extent required by applicable law, unless and until you consent to a different privacy policy of the new entity.

Client-Contractor Communication and Work Product

As part of the Platform, we may collect information and communication transferred between Client and Contractor, including without limitation the Work Product. Such data may include information input, sent or delivered by the Contractor or Client such as a memo, project details and timeline and responses to queries. Virt Consult may use this information for statistical analysis, product development, marketing and research. Except as noted above, we do not treat information contained in these communications as Personal Information, but we may use such information in association with Personal Information, and we may aggregate, analyze and evaluate such information for the same purposes as stated above regarding other Non-Identifying Information.

Log Data

When you visit the Site, whether as a registered user or a non-registered user just browsing the Site (a “User”), our servers automatically record information that your browser sends whenever you visit a website (“Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser software version or the webpage you were visiting before you came to our Site, pages of our Site that you visit, the time spent on those pages, information you search for on our Site, access times and dates, and other statistics. In addition, we may use third party services such as Google Analytics that collect, monitor and analyze this type of information in order to increase our Site’s functionality and user-friendliness, to better tailor it to our visitors’ needs, and to detect suspicious activity. These third party service providers have their own privacy policies addressing how they use such information. We do not treat Log Data as Personal Information, but we may use it in association with Personal Information, and we may aggregate, analyze and evaluate such Log Data for the same purposes as stated above regarding other Non-Identifying Information.

Cookies

Like many websites, we use “Cookies”, a small data file that we transfer to your computer’s hard disk for record-keeping purposes, to collect information. We use Cookies for two purposes. First, we utilize persistent Cookies to save your registration ID and login password for future logins to the Site and to track your compliance with our marketplace policies. Second, we utilize session ID Cookies to enable certain features of the Site, to better understand how you interact with the Site and to monitor aggregate usage by Virt Consult Users and web traffic routing on the Site. Unlike persistent Cookies, session Cookies are deleted from your computer when you log off from the Site and Platform and then close your browser. You can instruct your browser, by changing its options, to stop accepting Cookies or to prompt you before accepting a Cookie from the websites you visit. If you do not accept Cookies, however, you may not be able to use all portions of the Site or all functionality of the Platform.

No PHI

While Virt Consult takes security and privacy very seriously, Virt Consult is not a HIPAA Business Associate and the Virt Consult Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of our Terms of Service.

Phishing

Identity theft and the practice currently known as “phishing” are of great concern to Virt Consult. Safeguarding information to help protect you from identity theft is a top priority. We do not and will not, at any time, request your credit card information, your account ID, login password, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. We suggest advise you not to respond to and to promptly report any email or telephone communication purporting to be from Virt Consult in which such information is collected. For more information about phishing, visit the Federal Trade Commission’s website.

Contractor Profiles

If you choose to use the Platform as a Contractor, you will be able to create a profile, which will be publicly viewable via the Platform. Such profile information may include, but not limited to, profile picture, name, location, information on jobs previously performed via the Platform and outside the Platform, skills, tests taken, hourly pay rates and feedback/rating information. You may edit your Contractor profile via your account.

Jobs

If you choose to post a job listing via the Platform as a Client, the contents of such job listing will be viewable via the Platform. Job listings may include information such as budget, location, history of job listing by the Client, Client feedback and rating information and timing of job performance. If you choose to apply for a job as a Contractor via the Platform, we will share with the applicable Client information related to your application, including, but not limited to, the information contained in your Client profile.

Feedback

We collect feedback from users about their experience with other users of the Platform. Please note that any User feedback provided via the Platform will be publicly viewable via the Platform.

Compliance With Laws and Law Enforcement

Virt Consult cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of Virt Consult or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, unethical or legally actionable activity.

Changing or Deleting Your Information

All registered users may review, update, correct or delete the Personal Information in their registration profile by contacting us or by making edits via their accounts. If you completely delete all such information, then your account may become deactivated. If you would like us to delete your account in our system, please contact us at info@virtconsulting.com. If you have a Contractor or Client profile on the Platform, you may update the information stored in your profile by logging in to your account. We will use commercially reasonable efforts to honor your request; however, your Personal Information may remain in our archives. We may retain an archived copy of your records as required by law or for legitimate business purposes. Please bear in mind that neither you nor Virt Consult can delete all copies of information that has been previously shared with others on the Site.

Security

Virt Consult is very concerned with safeguarding your Personal Information. The security of such Personal Information is important to us. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. When you enter sensitive information (such as credit card number or social security number) on our registration or order forms, we encrypt that information using secure socket layer technology (SSL). In some cases, we also encrypt sensitive information where it is stored on our systems. When you use the Platform to share Work Product and Personal Information, that Work Product and Personal Information will be made available to the Users with whom you agree to share such information. These Users, and not Virt Consult will be responsible for the privacy and security of your Work Product and Personal Information in accordance with the terms of any arrangement, including, without limitation, any non-disclosure agreement entered into with these other Users.

International Transfer

Your information may be transferred outside of the jurisdiction in which you reside and may be stored or otherwise maintained on — information systems and devices located in jurisdictions where the privacy laws differ from and in some cases may not be as protective as those in your jurisdiction. If you are located outside the United States and choose to provide information to us, Virt Consult transfers Personal Information to the United States and processes it there. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer and your acknowledgement and acceptance of the fact that the treatment of such information will governed by the applicable laws of the United States.

Links to Other Sites

Our Site contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own Cookies or other files on your computer, collect data or solicit Personal Information from you. Other sites follow different rules regarding the use or disclosure of the Personal Information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit.

Children

This Site is not directed to persons under 18. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at info@virtconsulting.com. If we become aware that a child under 13 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files.

Contacting Us

If you have any questions about this Privacy Policy, please contact us by email at info@virtconsulting.com.