Terms of Service

These Terms of Service (the “Terms”) govern the relationship between Vir Reality Labs, Inc., a Delaware corporation with its principal place of business at 253 N. La Peer Dr., Beverly Hills, CA 90211 (“Vir Reality,” “we,” “us,” or “our”), the publisher of the phone.link product, and any natural or legal person who subscribes to an account on, or otherwise uses, the Solution (the “Client”). Vir Reality and the Client are referred to collectively as the “Parties” and individually as a “Party.”

By creating an account or using the Services, the Client agrees to be bound by these Terms.

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below, whether used in the singular or plural.

• “Client Data” means the personal data of Users transmitted through or processed in connection with the Solution.
• “Confidential Information” means any information communicated (in writing, orally, or by any other means), directly or indirectly, by one Party to the other in connection with these Terms, including information related to the Services, operations, processes, plans, know-how, trade secrets, inventions, techniques, commercial opportunities, and business activities.
• “Credit” means the prepaid amount paid by the Client to Vir Reality, the balance of which is consumed based on the Client’s use of the Services.
• “Documentation” means the operating manuals, user instructions, technical literature, and other materials regarding the use of the Solution, in any form, provided by Vir Reality to the Client.
• “Order Form” means a document initiated by Vir Reality and executed by the Client specifying, among other things, the duration and financial terms agreed to by the Client. The Order Form, together with these Terms, forms an indivisible contractual whole. In the event of a conflict, the Order Form prevails over these Terms.
• “Services” means the SMS delivery, phone verification, and related authentication services provided by Vir Reality to the Client through the Solution.
• “SMS” means a text message sent through the Solution to a User, including messages containing one-time authentication codes.
• “Other Authentication Means” means any communication channel, other than SMS, used by the Solution to deliver authentication codes to Users.
• “Solution” means the phone.link software, APIs, SDKs, and related tools developed and published by Vir Reality that enable the sending of SMS and other authentication communications to Users.
• “User” means a natural person who receives or otherwise benefits from the Solution by virtue of the Client’s use of the Services.

2. Purpose

These Terms define the conditions under which Vir Reality, in consideration of payment of the Credit, grants the Client the right to access and use the Solution.

3. Duration

These Terms enter into force upon the Client’s subscription to an account on the Solution and remain in effect for an initial term of twelve (12) months (the “Initial Term”), unless otherwise specified on the Order Form.

After the Initial Term, either Party may terminate these Terms at any time upon thirty (30) days’ prior written notice, without indemnity or damages. Following termination, the Client will continue to have access to the Services for up to two (2) months in order to consume any remaining Credit. Once the Credit is exhausted, the Client’s right to use the Solution terminates and the Client shall immediately cease all use.

4. Services

4.1 Description of the Services

The Solution enables the Client to send authentication SMS (or Other Authentication Means) to its Users for the purpose of user verification, onboarding, and account security. Following payment of the Credit, Vir Reality will provide the Documentation necessary to implement the Solution within the Client’s systems.

4.2 Access to the Services

To access the Services and administrative dashboard, Vir Reality issues the Client login credentials (which may include an account username, password, and/or API keys).

The Client is solely responsible for the security of its credentials. The Client shall notify Vir Reality of any actual or suspected unauthorized access to its credentials or the Solution promptly, and in any event within three (3) calendar days of becoming aware of it. Any action taken using the Client’s credentials will be deemed to have been taken by the Client, unless the Client previously reported the credentials as lost or stolen with reasonable time for Vir Reality to deactivate them.

The Client shall not share its credentials with any third party and is responsible for ensuring that all authorized users of its account comply with these Terms.

4.3 Right to Use the Solution — Intellectual Property

Subject to payment of the Credit, Vir Reality grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Solution for the duration of these Terms, solely in accordance with these Terms and the Documentation.

The Client is responsible for the compliance of its Users with these Terms and may not transfer or sublicense the license in any way without Vir Reality’s prior written consent.

Except as expressly permitted by these Terms or by applicable law, the Client and its Users shall not:

1. reverse engineer, decompile, disassemble, or otherwise attempt to observe, study, or test the operation of the Solution to derive the ideas or principles underlying it;
2. make use of any source code of the Solution, however obtained, except to the extent expressly permitted by applicable law;
3. modify, improve, translate, or create derivative works based on the Solution, including for the purpose of correcting bugs or errors, which right Vir Reality expressly reserves;
4. transfer, rent, sublet, sell, pledge, or otherwise assign all or part of the Solution or its title;
5. use the Solution to provide services to any third party (other than Users), including by way of service bureau, application service provider (ASP), software as a service (SaaS), or outsourcing arrangement.

The Solution may include third-party components, including open-source components, which may be used by the Client solely in conjunction with the Solution.

4.4 Infringement Warranty

Vir Reality represents that it owns or has the right to license the intellectual property rights in the Solution and that the Solution, as provided by Vir Reality, does not knowingly infringe the intellectual property rights of any third party.

Vir Reality shall defend, indemnify, and hold the Client harmless against any third-party claim alleging that the Client’s authorized use of the Solution infringes a third party’s copyright. Vir Reality shall have sole control over the defense and settlement of any such claim, and the Client shall provide reasonable cooperation at Vir Reality’s expense.

If the Solution is held to infringe, or Vir Reality reasonably believes it may be held to infringe, Vir Reality may, at its sole option and cost: (i) procure for the Client the right to continue using the Solution; (ii) replace the Solution with an equivalent non-infringing alternative; (iii) modify the Solution so that it is no longer infringing; or (iv) terminate these Terms.

The Client shall not be entitled to indemnification to the extent the claim arises from: (i) the Client’s non-conforming use, unauthorized modification, or unauthorized adaptation of the Solution; (ii) the Client’s combination of the Solution with products, hardware, or software not provided or authorized by Vir Reality; (iii) the Client’s unauthorized commercialization or provision of the Solution to a third party; or (iv) information, instructions, specifications, or materials provided by the Client or its subcontractors.

4.5 Know-How

Any ideas, know-how, or techniques developed by Vir Reality, including any enhancements or modifications to the Solution, shall be the sole property of Vir Reality. Vir Reality may, at its sole discretion, develop, use, market, and license any software or technology that is similar to or related to the Solution and has no obligation to disclose any proprietary ideas, know-how, or techniques.

5. Financial Conditions

5.1 Credit

In consideration for the sending of SMS (or Other Authentication Means) and access to the other Services, the Client shall pay Vir Reality the agreed amount of Credit, based on past (where applicable) and expected consumption of the Services.

The price of each SMS (or Other Authentication Means) is calculated dynamically based on the communication channel used, the mobile network operator, the expected conversion quality, and the country in which the User is located.

If the Client wishes to send additional SMS or otherwise expand its use of the Services, such expansion shall be the subject of a new Order Form and additional Credit.

5.2 Payment Terms

Unless otherwise specified on the Order Form, the Credit is payable in advance. All invoices issued by Vir Reality must be paid within thirty (30) days of the end of the month in which they are received.

All fees are exclusive of taxes. The Client is responsible for all applicable taxes, duties, tariffs, value-added taxes, and similar charges, other than taxes based on Vir Reality’s net income.

In the event of late or non-payment, the following shall apply automatically, without prior notice, and without prejudice to any other right or remedy:

1. any unpaid amount shall bear interest from the day following the due date at the lower of 1.5% per month or the maximum rate permitted by applicable law, until paid in full;
2. Vir Reality may recover its reasonable collection costs, including attorneys’ fees;
3. all amounts owed by the Client become immediately due and payable.

In addition, Vir Reality may, at its sole discretion and without prejudice to any other right or remedy, suspend performance of any Service, current or future, until all outstanding amounts (including interest) are paid in full.

6. Commitments of Vir Reality

Vir Reality shall provide the Services in accordance with these Terms, using commercially reasonable efforts. Vir Reality shall ensure that its personnel apply appropriate skill and care to the performance of the Services and shall inform the Client promptly of any material difficulties in the provision of the Services.

For security, technical, or service-improvement reasons, Vir Reality may modify at any time the characteristics of its technical infrastructure, its choice of suppliers, and the composition of its personnel.

7. Commitments of the Client

The Client shall:

1. comply strictly with the usage instructions set forth in the Documentation;
2. not take any action that would impair the reputation of the Solution, phone.link, Vir Reality, or their trademarks, licensors, or other products;
3. use Vir Reality’s name, logos, copyrights, and trademarks only in the manner prescribed by Vir Reality in writing, unless otherwise agreed in writing;
4. promptly report to Vir Reality any potential defects discovered in the Solution;
5. implement and maintain reasonable security measures to protect its credentials and any Client Data within its control;
6. notify Vir Reality, promptly and in any event within three (3) calendar days, of any legal notices, claims, or actions relating directly or indirectly to the Solution of which the Client becomes aware;
7. not initiate or settle any legal action relating to the Solution without Vir Reality’s prior written consent;
8. not use the Solution for any unlawful purpose or in any unlawful manner, including in violation of the intellectual property rights of Vir Reality or any third party;
9. not use the Solution, or permit it to be used, to transmit content that: (i) is unsolicited; (ii) violates any legal, regulatory, self-regulatory, governmental, or telecommunications carrier requirement or code of practice (including, without limitation, the TCPA, CAN-SPAM, CTIA guidelines, and 10DLC registration requirements); (iii) is pornographic, abusive, racist, obscene, offensive, threatening, harassing, defamatory, discriminatory, misleading, or inaccurate; (iv) is harmful, including hate speech; or (v) encourages violence, discrimination, or any illegal, unethical, or immoral action. Vir Reality may remove any unlawful content from the Services and suspend the Client’s access to the Services without prior notice and without liability for any resulting damage, loss, or consequence;
10. cooperate with Vir Reality to prevent and eliminate unsolicited SMS, spam, and fraudulent traffic;
11. not participate in or assist, directly or indirectly, any fraudulent activity.

8. Confidentiality

8.1 Confidential Information

Confidential Information does not include information that:

1. is or becomes publicly available without breach of these Terms by either Party;
2. was lawfully in the receiving Party’s possession before disclosure by the other Party;
3. is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information;
4. is lawfully received from a third party authorized to disclose it.

8.2 Confidentiality Obligations

Each Party, on its own behalf and on behalf of its employees, agents, subcontractors, and customers, undertakes for the duration of these Terms and for a period of five (5) years thereafter:

1. not to use the other Party’s Confidential Information for any purpose other than performing its obligations under these Terms;
2. to take all precautions to protect the Confidential Information that it would take to protect its own confidential information of similar importance, and in any event no less than the precautions that a diligent professional would take;
3. not to disclose the Confidential Information to any third party, except to its employees, agents, service providers, or subcontractors who have a need to know for the purpose of performing the Parties’ obligations and who are bound by confidentiality obligations at least as protective as those set forth here.

Upon termination of these Terms, each Party shall return or destroy, at the other Party’s option, all Confidential Information in its possession, and shall not retain copies, except as required by law or reasonable backup or archival procedures.

9. Data Protection

In the course of providing the Services, Vir Reality may process personal data relating to the Client’s Users on the Client’s behalf and under the Client’s instructions. The Client acts as the controller (or equivalent under applicable law) and Vir Reality acts as the processor (or service provider) with respect to such Client Data.

The Parties agree to comply with all applicable data protection and privacy laws, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”), and, where applicable, the EU General Data Protection Regulation (“GDPR”). Where required by applicable law, the Parties shall enter into a separate data processing addendum.

Additional information about how Vir Reality processes personal data is available in the phone.link Privacy Policy.

10. Warranty and Liability

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VIR REALITY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIR REALITY DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF BUGS.

The Client acknowledges that internet-based transmissions are not secure and may be delayed, lost, intercepted, or corrupted, and that the Client’s transmission of Confidential Information over the internet is at the Client’s own risk.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIR REALITY BE LIABLE FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF CUSTOMERS, LOSS OF OPPORTUNITY, LOSS OF REPUTATION OR GOODWILL, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF VIR REALITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VIR REALITY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM (I) DESTRUCTION OF FILES OR DATA CAUSED BY THE CLIENT’S USE OF THE SOLUTION OR (II) SPAM, FAKE ACCOUNTS, OR ANY UNLAWFUL ACTIVITY CONDUCTED BY THE CLIENT IN CONNECTION WITH SMS OR OTHER AUTHENTICATION MEANS.

VIR REALITY’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE CLIENT TO VIR REALITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Vir Reality shall not be liable for any damage caused by the Client’s failure to comply with its own obligations.

11. Termination for Breach

Either Party may terminate these Terms with immediate effect, without prejudice to claims for damages, in the event of a material breach by the other Party of any of its essential obligations under these Terms, if the breaching Party fails to cure the breach within thirty (30) days of receiving written notice from the non-breaching Party.

12. Miscellaneous

12.1 Assignment

Vir Reality may assign all or part of its rights and obligations under these Terms to any third party of its choice, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any change of control of Vir Reality shall not affect the performance of these Terms. The Client may not assign these Terms, in whole or in part, without Vir Reality’s prior written consent.

12.2 Publicity

The Client agrees that Vir Reality may include the Client’s name and logo on its customer reference list and may reference the Parties’ relationship in press releases, case studies, and marketing materials.

12.3 Notices

Any notice required or permitted under these Terms shall be in writing and shall be deemed validly given if sent by email to Vir Reality at team@phone.link or to the Client’s account email on file. Unless otherwise specified, periods are calculated in calendar days.

12.4 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, natural disaster, strike, fire, failure of electrical power or telecommunications networks, or third-party service outages. The affected Party shall notify the other Party in writing within three (3) days of the start of the force majeure event and shall use reasonable efforts to mitigate its effects. If the force majeure event continues for more than thirty (30) days, either Party may terminate these Terms upon written notice. Each Party shall bear its own costs arising from the force majeure event.

12.5 Subcontractors

Vir Reality may use any supplier, service provider, or processor of its choice to perform its obligations under these Terms and shall remain responsible for their performance.

12.6 Evidence

The Parties agree that electronic records maintained by Vir Reality in its information systems under reasonable security conditions shall constitute valid evidence of the Parties’ exchanges and the actions performed by Users.

12.7 Waiver

The failure of either Party to exercise any right under these Terms shall not constitute a waiver of that right; a waiver shall only be effective if expressly declared in writing by the waiving Party.

12.8 Entire Agreement

These Terms, together with any Order Form, constitute the entire agreement between the Parties and supersede all prior or contemporaneous agreements and communications, whether written or oral, including any terms that may be issued by the Client before or after acceptance of these Terms.

12.9 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by an enforceable provision that most closely reflects the Parties’ original intent.

12.10 Modifications

Vir Reality reserves the right to modify these Terms at any time. In the event of a material change, Vir Reality will notify the Client at least fifteen (15) days prior to the effective date of the change. The Client’s continued use of the Services after the effective date constitutes acceptance of the modified Terms.

13. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Any dispute arising out of or relating to these Terms (including its negotiation, formation, performance, interpretation, or termination) shall be submitted to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and the Parties consent to the personal jurisdiction of such courts.

14. Contact

Questions about these Terms can be directed to:

Vir Reality Labs, Inc.
253 N. La Peer Dr., Beverly Hills, CA 90211
Email: team@phone.link