1.INTRODUCTION.

These Terms and Conditions, hereinafter referred to as the "Terms" or "TC", apply to our services, use, and access to the platform available at the URL www.vcity.io, https://vcity.io/#get-started, (the "Site"), including its subdomains and versions optimized for mobile devices, together with the products and services offered by it. These TC apply uniformly, and as applicable for the use of digital spaces and the services offered by OTHERWISE S.A.S., hereinafter referred to as THE COMPANY, through its digital platforms. Therefore, by using, acquiring or accessing the website, they must be accepted and are accepted by users, attendees, clients, or any natural, legal or bot person who enters our programs, services, and website, whether through electronic signature, acceptance or acquisition of our products or services, or by accessing our platforms, products, and services.

Compliance with these terms shall not result in any violation or constitute a breach under any local, municipal, provincial, departmental, regional, state, national, or other applicable law, rule, regulation, judgment or order.

For clarity of the application of the TC, the following definitions are presented:

User: Any natural or legal person who uses the services offered by the COMPANY, whether as an administrator, assistant, exhibitor, or mere visitor to Vcity, whether registered or not.

Services: All services or products offered by the COMPANY.

Vcity: The service and product offered by the COMPANY.

Natural person: Every human being, made of flesh and bone, who is capable of performing some action or omission.

Legal entity: Any entity, company, corporation, industry, society, foundation, association, cooperative, conglomerate, and any other entity that is not human but still has the legal capacity to acquire rights and obligations in any country of the world.

Personal data: Any information, data, or elements that allow the identification of a person or group of people, and which are subject to legal protection and security.

Administrator/Client: Any person or entity with free will and duly authorized to contract, who acquires the services or products of THE COMPANY.

Visitor/Attendee: any natural or legal person who accesses the Vcity platform, whether they purchase any product, simply log in to the platform, or attend an exhibition, congress, talk, or similar.

Exhibitor: any person who presents any exhibition of knowledge, authorship, services or products within the Vcity platform.

Force majeure: any circumstance that prevents the execution of non-monetary activities or obligations by the parties, due to situations caused by third parties, events of nature, acts of war, armed or unarmed violent conflict, terrorism, pandemics, criminal activities, floods, earthquakes, fires, hurricanes, strong winds, strikes, similar or that could cause any impediment to execute their obligations.

Confidential Information: Confidential or private information includes all information related to the internal organization, finances, procedures or protocols of the company, reports, personnel lists, creative strategy, communication strategies, as well as suppliers, third parties, clients, designs, photographs, plans, drawings, specifications, samples, reports. Likewise, information about commercial prices, including costs or production prices, studies, discoveries, inventions, ideas, business plans, technical information, plans regarding services and products, marketing, projections, software, data, prototypes, trade secrets, proposed strategies in submitted presentations, utility models, and industrial designs.

Intellectual property or intellectual property elements: All creations, inventions, utility models, denominations of origin, patents subject to intellectual property will be used within the OTHERWISE S.A.S digital platform, such as, but not limited to, text, related or complementary codes, source code, Vcity platform, website www.vcity.io, https://vcity.io/#get-started, blogs, trademarks, slogans, inventions, software, learning techniques, chemical formulas, or similar.

Legal capacity: The legal ability that allows the user to acquire rights and obligations.

Granting of virtual space: A legal figure in which a digital space is granted for a stipulated time between the parties, for the Administrator/Client to use it for the realization of virtual experiences and/or commercial, educational, business, talks, or similar events.

Event: Any activity related to exhibitions, discussions, concerts, congresses, trade fairs, commercial events, webinars, training, conferences, seminars, courses, commercial, educational, business talks, or similar.

Experience or virtual experience: any activity related to commercial activities of a company, such as sales rooms, open houses, product launches.

These Terms and Conditions ("TC") apply to the offer, acceptance, and payment process necessary to carry out the provision of services or products of THE COMPANY in the most appropriate way with the express purpose of satisfying each of the User's needs.

By accessing the Site or any service of THE COMPANY, whether on his/her own behalf or on behalf of the entity he/she represents, the user declares and guarantees that he/she has the right, authority, and capacity to enter into and accept both these Terms and our Privacy Policy (on his/her own behalf or on behalf of the entity he/she represents) in accordance with all applicable laws and regulations. If the user does not agree to any of these Terms, he/she is prohibited from using or accessing this Site. Please be sure to read them carefully, as by using VCity, you accept all the TC.

2. SERVICE/PRODUCT

2.1.  VCITY

VCity will provide its multimedia design and platform services (the "Services") to: (i) visitors who browse the Site; (ii) registered users; and (iii) any other user who has opened an account, all subject to the following Terms (iv) administrators and (vi) exhibitors.

The Services encompass certain functionalities that include, but are not limited to:

• Granting of spaces on the vcity platform to Administrators for the organization of commercial, industrial, and service events in 3D virtual worlds.
• Granting of spaces on the vcity platform to Administrators for the organization of networking events in 3D virtual worlds.
  
• Granting of spaces on the vcity platform to Administrators for the organization of internal events such as innovation events, themed events, team buildings, HR events, and training in 3D virtual worlds.
  
• Granting of spaces on the vcity platform to Administrators for virtual business experiences such as sales rooms, open houses, and product launch events in 3D virtual worlds.
  
• Granting of spaces on the vcity platform to Administrators for the organization of conferences in 3D virtual worlds.
  
• Rental of digital assets such as advertising screens, interactive stands, showrooms, theaters, and exhibition spaces for the organization of virtual events in 3D that take place on the platform or for use in business solutions.
  
• Rental of the platform for Administrators to manage the rental of digital assets such as advertising screens, interactive stands, and exhibition spaces for Exhibitors to participate in virtual events in 3D where they can present information related to products, services, offers, brochures, catalogs, videos, live broadcasts, and infographics that may be of interest to visitors.
  
• Rental of the platform for Administrators to manage the sale of tickets or admission passes to events in 3D virtual worlds.
  
• Opportunity to interact with people who are interested in the Administrator's work, business, company, offer, among others, through virtual spaces in 3D, chat, video calls, live conversation, schedules.
  
• Presentation of brand images, illustrations, paintings, videos, artistic expressions, books, and other artistic expressions in our 3D virtual worlds.
  
• Advertising and marketing services, according to additional terms that the parties may mutually agree upon in the future.
  
• Payment gateway services for the acquisition of virtual tickets.
  

Unless otherwise specified, THE COMPANY is not the creator, organizer, administrator, or owner of the events or experiences that take place on the platform. It only provides its products and services to Administrators and/or users so that they are able to manage events, manage the rental of digital assets described above, and manage the sale of tickets for admission.

2.2. Aggregated Metrics and Event Performance.

Nuestros Servicios también incluyen la recopilación de datos específicos, el procesamiento y la entrega de gráficos, resultados, gráficos, bases de datos e informes que dependiendo del rol de Administrador o Expositor, incluyen métricas como:

• Total and unique number of visits to the event registration page.

• Number of people registered for the event.
• Number of people who entered the 3D experience.
  
• Segmentation of statistics by domain.
  
• Number of stands, number of ads, number of exhibitors, number of participants in the event.
  
• Location of the ad or stand, type of ad or stand chosen, stand sector.
  
• Statistics on user interactions with stands and interactive screens.
  
• Statistics on participation and performance of conferences and webinars.
  
• Number of accounts created.
  

3. RIGHTS AND OBLIGATIONS OF THE VISITOR/ATTENDEE

VISITORS/ATTENDEES who access the services of the COMPANY have the following rights and obligations:

• View current and future events they are registered for.
• View tickets to events they have purchased.
• View orders for tickets they have made.
• Access the vcity chat function.
• Determine their preferred graphics settings for their experience.
• View and determine the avatar they will use in 3D experiences.
• View and determine their account information in our Services.
• Make purchases within the Vcity platform.
• Make respectful requests to the Administrator.
• Request technical support from the COMPANY in case of any errors specific to the Vcity platform.
• Request information about future events.
• Accept or opt-out of the data processing, advertising, or marketing policy carried out by the COMPANY or the administrator.
• Interact respectfully and tolerantly through Vcity's own media with other users.

Likewise, the VISITOR/ATTENDEE shall have the following obligations and/or prohibitions:

• To use the Vcity platform without engaging in any action considered as a crime, indecent, prohibited, disrespectful, or intolerant.
  
• Not to perform actions aimed at obtaining confidential information, theft of information, illegal data collection.
  
• Not to use, enter, or infect the Vcity platform or any space owned by the COMPANY with computer viruses, worms, defects, Trojans, or other elements of destructive nature, or to perform any DDoS attack or malicious software.
  
• Not to use, through oneself or other persons or artificial intelligence systems "AI" or through software robots "bots" to sponsor, advertise, express or share any other unauthorized site, product or service.
  
• Any other obligation indicated by the COMPANY or stated in these TC.
  

4. SITUATIONS APPLICABLE TO ADMINISTRATORS

This section, in addition to the terms and conditions, applies to all Administrators/customers who acquire THE COMPANY's products and services, and therefore will be specifically applied, but not exclusively, to other rules of these terms and conditions. Therefore, the Administrator/customer accepts the following:

• The Administrator agrees and understands that THE COMPANY is not responsible for any refund or cost of a ticket presented, or its acceptance or rejection, including tickets acquired through or representing fraud or deceptive practices.
  
• The Administrator agrees and understands that THE COMPANY is not responsible for any refund or cost of a exhibitor participation, or its acceptance or rejection, including tickets acquired through or representing fraud or deceptive practices.
  
• The Administrator understands that THE COMPANY reserves the right to terminate its right to use our Services to create, promote, and collect revenue from sales for events and experiences if you (i) violate or incite the violation of any provision of these terms and conditions; (ii) if THE COMPANY receives a judicial notification from a competent authority to garnish or attach any of your funds or assets in THE COMPANY's possession through the Vcity platform; (iii) if the authorized third-party payment processor terminates its right to accept payments through the use of its services at its sole discretion; (iv) by dissolution, judicial liquidation, voluntary bankruptcy, insolvency, or similar circumstances of any of the parties; (v) by rejection or non-acceptance of the terms and conditions; (vi) by disrespectful treatment of THE COMPANY's personnel.
  
• In order to provide its services satisfactorily, at the time when the administrator wishes to participate or create events or experiences in the Services, THE COMPANY may collect data for user billing, as well as bank account numbers with the support of a banking certification from the administrators (necessary to make the transfer to the administrators).
  
• The Administrator will have the right to postpone, extend or reduce the event, temporarily or permanently, when circumstances dictate.
  
• In order to access and use the Vcity services and without limiting the generality of any provision provided under these terms and conditions, the administrator agrees to release THE COMPANY and all of its employees, contractors or shareholders from all damages (whether indirect, direct, consequential, incidental or otherwise), liabilities, losses, expenses, and costs of any kind and nature, including, without limitation, attorneys' fees, known and unknown, arising out of or related to your or your affiliates' accreditation, or any error in obtaining or maintaining any accreditation or license.
  
• The administrator agrees to defend, indemnify and hold THE COMPANY and each of its employees, contractors and shareholders harmless from all damages (whether indirect, direct, consequential, incidental or otherwise), liabilities, losses, expenses, and costs of any kind and nature, including, without limitation, attorneys' fees, known and unknown, arising from any claim related to your or your affiliates' accreditation or any failure or error in obtaining or maintaining any accreditation. You agree to provide or furnish accreditation evidence and related information before offering event tickets or registrations on the site, or creating experiences on the site and promptly upon Vcity's reasonable request from time to time.
  

4.1. Breach and event cancellations

• The administrator agrees that they will not receive any payment related to events that they have canceled, or for which THE COMPANY believes there is a risk of non-compliance or cancellation by the administrator.
• The administrator agrees that they are solely responsible for complying with the refund policy they have established for their event, which is in addition to the stipulations in these Terms regarding refunds for cancellations.
  

4.2. Reservations and right to offset at events

THE COMPANY may withhold funds from the administrator/client of events when exhibitors and/or visitors have confirmed compensations, claims, complaints.

The administrator agrees that THE COMPANY reserves the right to withhold a certain percentage of funds from events in cases where: (i) claims, complaints, refunds, returns, etc. remain outstanding after the reporting period has closed; (ii) there is a need to protect THE COMPANY against fraudulent, erroneous or legal entity requirements.

THE COMPANY's right to withhold the administrator's funds will remain in effect after the successful completion of the event and until: (i) the administrator has fulfilled all obligations under these terms; (ii) all complaint, claim, refund, and allegation periods have elapsed; (iii) the administrator has guaranteed to THE COMPANY the fulfillment of all its obligations, whether matured or unmatured, contingent or non-contingent, liquidated or unliquidated, approved by the claimant.

4.3. Taxes

The administrator is solely responsible for determining which taxes, obligations, levies, and charges apply to their use of our Services, including sales through the services. Therefore, the administrator agrees that they are solely responsible for collecting and remitting to the applicable governmental authorities all correct amounts of such taxes.

THE COMPANY does not provide legal or tax advice, so the administrator should consult their own tax advisor regarding possible applicable taxes.

In the event that a tax entity or authority requests that THE COMPANY pay taxes attributable to the use of the Services, the administrator agrees to immediately and fully reimburse, upon request, as well as all costs, penalties, interest, and expenses related to the total taxes or claims of the relevant authority and entity.

4.4. Obligations of administrators/clients

The Administrator/client who acquires the services of the COMPANY assumes the following obligations:

• Ensure that any page displaying an event or experience on the Site and the event or experience itself complies with all local, state, departmental, provincial, national and other rules, laws, regulations, and that the information, products, offers and services described on the event page or in the 3D environment are delivered as described and in a satisfactory and accurate manner.
• Perform the contracted activities in Vcity in accordance with these TC.
• Not to perform activities that the COMPANY determines as prohibited.
• Not to use the platform for purposes other than those authorized by the COMPANY.
• Not to conduct events or experiences for the purpose or effectiveness of scams, fraudulent situations or that are considered crimes.
• Guarantee and agree not to use our Services to collect confidential personal information, such as financial or credit information, health information, credit card, debit or payment numbers, social security information, passport number, identification number and driver's license number, unless otherwise permitted in these Terms or unless the COMPANY has consented to these actions in writing.
• Provide truthful, clear and sufficient information to their attendees, visitors and exhibitors.
• Provide the necessary permits and licenses to exhibitors in accordance with their policies.
  
• Provide their payment and refund policies to exhibitors, attendees and visitors of events and virtual experiences.
• Ensure that exhibitors and visitors of their events and virtual experiences on our Services comply with these TC.
• Ensure that exhibitors and visitors comply with applicable legal and regulatory requirements, if any, to participate in the event or virtual experience on our Services.
• The COMPANY is not responsible for the fees, agreements or revenue transfers that you as an administrator reach with exhibitors or visitors.
  

4.5. Applicable situations to virtual showrooms

To initiate the service, the Administrator of the virtual showroom experience will make a payment with a price corresponding to the adaptation or construction of the virtual showroom in 3D.

Subsequently, the Administrator of the virtual showroom experience will pay a monthly fee for the services offered by Vcity plus an additional fee for the number of additional sessions used by the company's users.

The sessions correspond to the engaged session measurement of Google Analytics, which are defined as: "Number of sessions that lasted more than 10 seconds, that had a conversion event or that had at least 2 views on the page or screen".

During that period, the Administrator will receive:

• Authorizations to customize the showroom by employees or collaborators. With these authorizations, employees and collaborators can change the decoration of the showroom and the information they display in it.
• Tutorials for customizing the showroom.
• Tutorials for proper use of our services and the showroom.
• The personalized 3D showroom for rent for its use.
• Implementation of access to the showroom from your company's website.

In the virtual showroom, the Administrator can:

• Attend to visitors of their website and advise them about their portfolio of products and services.
• Make live presentations to visitors where they can share slides, brochures, drawings, catalogs, sales documents, quotes, product demonstrations, among others. By vcity's part, these presentations are only visible to present visitors and are not saved, unless the Administrator has decided to record them.
• Communicate with visitors by voice.
• Communicate with visitors through the chat tool.
• Communicate with visitors through video call.
• Place points where visitors can contact the Administrator through an email provided by the Administrator.
• Organize webinars, training sessions, and conferences in the virtual showroom where the Administrator can present their products or services to a large number of visitors or improve the skills or abilities of their employees or collaborators.
• Share information about their products or services with visitors through interactive screens in different formats, such as videos, images, infographics, web pages, and downloadable files (catalogs, brochures, etc.).
• Know the performance of the virtual showroom through a monthly statistics report.
• Receive technical support.
• Change the decoration of the virtual showroom at any time and as many times as desired.
• Determine an attention schedule on screens in the showroom so that visitors can know when they can receive advice or be attended by the Administrator.

The virtual showroom must be operated in accordance with legal conditions, accepted standards, and compliance with these Terms.

THE COMPANY is not responsible for legal requirements and licenses, fees, or revenue transfers related to the Administrator. In this sense, you as the Administrator are responsible and guarantee that you comply with all legal requirements and licenses needed to manage your showroom. Additionally, THE COMPANY is not responsible for any fees, agreements, or revenue transfers that the Administrator reaches with visitors.

THE COMPANY establishes that it is not responsible for increasing traffic to the website or the 3D experience of the Administrator's virtual showroom. In this sense, THE COMPANY offers tools to the Administrator to improve their commercial dynamics, but the benefit of using those tools depends on the traffic that the Administrator generates in the virtual showroom.

If the Administrator decides not to continue with the showroom service, they must notify THE COMPANY of this decision and stop paying the monthly fee. If the virtual showroom service is not continued, it will be deactivated, and no one will be able to enter again unless the service is resumed.

In the event that the Administrator does not pay the monthly invoice for the use of the virtual showroom within the established period, it will be inactive until the Administrator fulfills their obligations. Please refer to the "Non-Exclusive Resources" section.

4.6. Situations applicable to commercial events

At the time of creating the event, as a first step, the administrator must pay an initial amount related to the creation and provision of the event by THE COMPANY, which includes the creation of the website where the administrator can place information about the event.

Subsequently, once the administrator considers that they have enough stands and advertising screens to carry out the event, they must inform THE COMPANY so that it can make the necessary adjustments to the decorations, stands, and screens in the 3D environment for the event. Along with this request, the administrator must pay THE COMPANY 50% of the cost related to the adjustment of the 3D environment.

Up to two days before the start of the event, the administrator must pay THE COMPANY the remaining 50% of the cost of adjusting the 3D environment for the event. In the absence of payment of this charge by the administrator, THE COMPANY may freeze the event until the payment is made without the administrator having any right to claim. In the event that THE COMPANY's payment providers are used to collect revenues from visitor tickets, THE COMPANY will deduct its share and deliver the funds to the administrator.

Once the event has ended, THE COMPANY will make a final charge related to the number of unique visitors who participated in the event, as well as the corresponding values for additional services offered, such as statistical reports, among others. Similarly, in the event that THE COMPANY's payment providers are used, it will deduct its share and deliver the funds to the administrator.

5. SITUATIONS APPLICABLE TO THE EXHIBITOR

5.1. Application for Participation by Exhibitors

In order to participate in an event created by an administrator, exhibitors must manage the application for participation with the administrator and purchase or acquire products or services. The administrator will inform THE COMPANY about the type of booth, location, and other products that the exhibitor has acquired so that THE COMPANY can adapt them in the 3D virtual venue where the event will take place.

The exhibitor, by participating in an event that is carried out using the services of THE COMPANY, will acquire the obligations indicated in these Terms.

The data provided by the exhibitor as part of the application for participation will be treated in accordance with the data processing policy in accordance with applicable regulations in the matter.

5.2. Admission of exhibitors to participate in an event

The administrator reserves the right of admission for exhibitors and their displays.

Information related to the delivery of purchased items in the participation request is found in the section "Operation of participation stands, Applicable situations to exhibitors."

The administrator has the right to cancel an approved exhibitor reservation on the basis of misleading or false information or if the requirements for participation are no longer met or the reservation no longer complies with admission regulations.

5.3. Operation of exhibition booths

After confirmation of admission by the administrator, the exhibitor will receive:

• The access link to the event on our Services.
• Authorization for customization of the booth.
• Relevant tutorials for customization of the booth.
• The map of the showroom and its location in the event complex.
• The map of the location of their booth and advertising spaces in the corresponding showroom.
• Their address in the corresponding showroom.

After receiving authorization, the exhibitor may communicate with the administrator to request additional authorizations for collaborators or other individuals who can modify information about the stand and the advertising acquired by the exhibitor.

Exhibition stands must be operated in accordance with legal conditions, accepted standards, these Terms, and compliance with what is defined in the application. In case the exhibitions can be modified, the changes made by the exhibitor must always comply with these Terms, legal conditions, and what is defined in the application.

The COMPANY is not responsible for legal requirements and licenses, fees, or sales revenue transfers related to the exhibitor. Therefore, as an exhibitor, you are responsible and guarantee that you comply with all legal requirements and licenses necessary to participate in events. Additionally, the COMPANY is not responsible for fees, agreements, or revenue transfers that you as an exhibitor reach with visitors.

6. REGISTRATION, VERIFICATION, AND ACCOUNT SECURITY RULES FOR USERS IN GENERAL

In order to access certain features or functions of the Services, a user must create an account by filling out all required fields in the registration form to access Vcity.

The user must provide accurate, true, current, and complete information about themselves and the legal entity they represent or that will access Vcity. The user also agrees to constantly update this data. In addition, the user agrees to keep the password chosen when creating their account confidential and not to communicate it to third parties. If they lose or reveal it, they must inform the COMPANY immediately. The user is solely responsible for the activity that occurs in their account and for keeping their password secure and confidential. They must also immediately notify us of any violation, unauthorized use of their account, or any other security breach. However, the user who loses their access key exempts the COMPANY from any responsibility for any action by unauthorized third parties.

The user who uses our Services on behalf of a legal entity, entity or institution, declares and guarantees that he/she is authorized and has all the capacity to legally bind the legal entity, and that he/she can and grants to the COMPANY, through VCity, all the permissions and licenses provided in these Terms. Additionally, the user warrants that (i) the legal entity is duly created in accordance with the laws of the user's domicile, for which it has solvency and validity under national, state, provincial, departmental, regional or any other applicable laws; (ii) you or the entity you represent has the capacity and authority required to comply with these TCs; and (iii) you agree and understand that Vcity is not responsible for any costs arising from the questionable validity of a submitted entry, or its acceptance or rejection, including entries acquired through, or representing, fraud or deceptive practices.

In order to verify the identity, validity and/or legality of transactions and the validity and/or right to use our Services, it may be necessary at the time of creating or wanting to participate in a virtual event or experience within the Vcity platform, for the COMPANY to require additional information than the information requested at the time of registering for our Services, either about the company, institution or entity you represent if there is one; and about the ultimate beneficiaries/effective principals of the company, institution or entity you represent if there are any. Therefore, the user agrees to guarantee (i) that he/she will provide such additional information, (ii) that the information provided is truthful; (iii) that he/she will provide the requested information accurately, timely and completely; and (iv) that he/she will update and maintain the information provided constantly to ensure its accuracy and integrity at all times. Additionally, the user authorizes the COMPANY to verify his/her registration data and additional registration data by exercising due diligence using third parties, including solvency information entities.

6.1. Account suspension and termination.

The User must report violations of the TC the COMPANY reserves the right, at its discretion, to deactivate, freeze, suspend or cancel any account in case of any actual or suspected breach of these TC. Therefore, the User must immediately notify the COMPANY of any permission to use our platform, or if they suspect a security violation or unauthorized use of their account.

Users who engage in conduct that may constitute an actual or even suspected breach of these TC, including, among others, the use of automated mechanisms to carry out fraudulent communications, any unfair act or any crime, may be subject to immediate account suspension/termination at the COMPANY's discretion, without prior notice and without incurring any legal or civil liability.

The user acknowledges and agrees that the COMPANY may report any activity that may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in immediate termination of access to the Site or our Services.

The user may cancel their account at any time by clicking on the "delete account" button located within the "Edit profile" section, which can be accessed through the dropdown menu next to their username. The COMPANY may cancel or suspend VCity accounts if they go against any the COMPANY policy or for any other reason, for which the user will be notified. After the termination of accounts, we will inform each user of the matter, indicating the remaining time for data recovery before final inaccessibility.

In the event of a breach or if the COMPANY has sufficient grounds to believe that the registration data or additional registration data provided by the user is inaccurate or not provided in full within the established deadlines, the user agrees that the COMPANY reserves the right to suspend the account, and in the case of Administrator/client accounts, to withhold any amounts owed.

7. PAYMENT PROCEDURE.

The user agrees and understands that, unless there is an agreement between the user and the COMPANY, payments made on our Services are processed through authorized third-party payment processors "Payment Gateway". Confidential financial details such as credit or debit card information, CVV code, among others are stored only by our payment providers.

Such third-party payment processors also process, manage, operate, and deliver payments from end customers, not the COMPANY. For more information, please refer to the terms of use of third-party payment processing platforms, which may include epay.co and others.

As a result, the COMPANY will not be responsible for any and all errors, fees, and currency conversion rates by the payment processors. Therefore, the user must review the terms and policies, which will govern the provision of services.

By using any payment method and/or providing payment details to make purchases or sales on our Services, the user warrants that: (i) they are legally authorized to provide such information; (ii) they are legally authorized and have permission to make payments using the payment methods; (iii) if the user is an employee or agent of a company or a person owning the payment method, such company or person authorizes them to use the payment method to make payments on VCity; (iv) such actions do not violate any applicable law.

7.1. Accepted Currencies

The user may pay on the Vcity platform in various different currencies. Unless otherwise indicated by the COMPANY, payment will be charged in the currency displayed on the payment page. All currency exchange services in connection with local currency payments are carried out by authorized Payment Service Providers. In certain cases, when certain currencies are not compatible with certain payment methods, payment will be charged in US dollars (USD) even if the price is displayed in another currency. In any case, the actual charged amount (in the actual payment currency) will be clearly disclosed prior to completing the payment.

The user should note that, unless otherwise indicated by the COMPANY, all prices quoted by the COMPANY are always derived from their original price in US dollars (USD), and therefore prices in currencies other than US dollars (USD) may change daily in accordance with exchange rate fluctuations and may also include conversion fees. Users always have the option to pay in Colombian pesos (COP) by changing their currency.

7.2 Payment processing limits.

In order to comply with requirements imposed by third-party payment processors, and for security and risk management reasons, the COMPANY may place limits on the administrator/client in terms of transactions and amounts that can be processed. The administrator/client also authorizes LA EMPRESA to reject any transaction once that limit has been exceeded.

7.3 Payment process for event administrators.

Joint venture accounts.

In cases where the COMPANY's payment providers are used to collect funds from visitor ticket sales, the administrator and OTHERWISE SAS create a Joint Venture Account Agreement in which OTHERWISE SAS serves as a hidden participant and the Administrator as the manager. The Administrator agrees that the visitor's payment to Vcity will be considered the same as a payment made directly to the administrator. The visitor's payment obligation to the administrator will be fulfilled upon receipt of payment by Vcity (or its Payment Service Provider, as applicable), and Vcity (through its payment service provider, as applicable) is responsible for remitting the funds to the administrator as described in these Terms. In the event that Vcity (through the payment service provider) fails to remit such amounts to the administrator, the administrator will only have recourse against Vcity and not directly against the exhibitor and/or visitor. By being designated as a hidden participant, Vcity assumes no responsibility for the acts or omissions of the administrator.

The payment by the COMPANY to the administrators/clients is carried out every week until the start date of the event. As an administrator/client, you agree that the payment is subject to:

(i) Deduction of all applicable fees by the COMPANY.

(ii) The right of the COMPANY to offset against any amount owed by you.

(iii) Any other deduction authorized by these Terms.

(iv) Any hold established by the COMPANY in accordance with these Terms.

The COMPANY will make payments to the administrators/clients of the funds collected at the event by bank transfer. Payments will be credited according to the payment information provided by the administrator/client when creating an event on the COMPANY's Services. The administrator/user agrees that the COMPANY is not responsible for typing errors in the bank account to which they wish to receive the money through a bank transfer.

7.4. Non-exclusive Remedies

In the event that the administrator/client fails to pay the amounts owed to the COMPANY, monthly moratory interests will accrue at the maximum legal Colombian rate allowed in terms of percentage issued by the Banco de la Republica Colombiana until effective payment is made. The interest rate will be the lesser of the following alternatives: (i) six percent (6%) per month, compounded on a monthly basis; (ii) the maximum amount allowed by applicable laws, rules and regulations.

In the event that the administrator fails to pay the amount owed to the COMPANY, the administrator agrees that the COMPANY has the right to: (i) withhold any amount owed to the administrator for any event or experience offered by the administrator through the Services and use the withheld amount to offset the amount owed by the administrator to the COMPANY; (ii) send an invoice to the administrator for the remaining balance to the extent that the withheld amount from the administrator is not sufficient to cover the amount owed to the COMPANY, in which case the administrator will be obligated to pay the invoiced amount within 30 days from the date of the invoice.

In the event of non-compliance by the administrator regarding payment of the amounts owed to the COMPANY, the administrator agrees that the COMPANY reserves the right to suspend the account and all events and experiences of the administrator without the latter having any right to make any claim. Additionally, the COMPANY has the right to seek all outstanding balances of the administrator through a legal process, where the administrator agrees and is responsible for reimbursing the COMPANY for all and any expenses such as attorney's fees, representation expenses and any other expenses incurred by the COMPANY in collecting any amount owed by the administrator to the COMPANY, in any country or territory where the Administrator is located or domiciled.

Therefore, the Administrator and anyone using the services of the COMPANY who has any debt with the COMPANY agree that such debts may be collected directly and before any public, private, or judicial entity in the country of the principal domicile or in the principal domicile of the COMPANY at the discretion of the latter.

7.5. Fees

Creating an account, publishing events, and accessing the Vcity platform are free of charge. However, the COMPANY may charge fees when the administrator sells or buys admission tickets, uses or acquires advertising screens, exhibition stands, and other elements. Such fees may change in the case of individual agreements between the COMPANY and the Administrator. The fees to be paid by visitors may include other charges, such as taxes, copyright fees, processing fees, or execution fees.

7.6. Disputes & Chargebacks.

Users may provide valid and current billing information. Except as expressly set forth in these TCs, all payment charges are final and non-refundable. If the COMPANY detects any chargebacks or if any payment to the COMPANY or payment processors is not received for any reason, the user shall immediately pay all amounts owed to the COMPANY upon notice. Any failure or inability by the COMPANY to process any payment hereunder shall not relieve the user of its payment obligations.

For the parties’ understanding, we note that a chargeback generally occurs when a customer disputes a charge appearing on his or her bank or payment processing statement. A chargeback may result in the reversal of a transaction, with the amount being refunded to the user. Chargebacks may be applicable for: (i) disputes between users; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or that are suspected to be illegal or fraudulent; or (iv) any reversal for any reason by payment processors or institutions handling the transaction.

When a chargeback is issued, the user is immediately liable to the COMPANY for the full amount of the chargeback payment, plus any fee, fine, expense or penalty associated therewith (including those assessed by our payment processor or financial institutions handling the transaction). Consequently, the user represents and warrants that it expressly designates the COMPANY as its agent, with full power to recover such amounts by debiting its account or offsetting any amounts owed.

If the COMPANY cannot recover funds related to a chargeback for which the user is responsible, the user shall pay the COMPANY the full amount of the chargeback immediately upon request; thus, the user agrees to pay all costs and expenses, including, among others, costs assessed by payment processors, attorneys' fees, and other legal expenses, incurred by or on behalf of the COMPANY in connection with the collection of any chargeback unpaid by the user.

8. VCITY LICENSES.

8.1. Limited License by Vcity.

The COMPANY grants a limited, non-exclusive, revocable, royalty-free, and non-transferable license to the user who acquires the services to use and access Vcity and its Services. You are prohibited from duplicating, redesigning, reverse engineering, modifying or using for hacking purposes, altering the code or platform, or performing any action aimed at changing the operation and language of Vcity, in whole or in part. The license acquired from Vcity does not grant any express or implied rights under any patent, trademark, copyright or trade secret information. The user shall have no right, either directly or indirectly, to own, use, lend, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative work of, or display, distribute, perform, or exploit in any way any downloaded Services and computer applications, in whole or in part.

The user is allowed to use Vcity's buttons, links, and widgets, subject to these Terms and Conditions, provided that: (a) the use of such buttons, links, and widgets is linked only to Vcity; (b) you will not alter such buttons, links or widgets or associated code in any way; (c) you will not use such buttons, links or widgets in any way that expressly or implicitly suggests that the COMPANY approves, endorses, sponsors, or recommends the website on which such buttons, links, and widgets are used; and (d) the use of such buttons, links, and widgets, and the website on which such buttons, links, and widgets are used do not infringe these Terms and Conditions.

Please note that the COMPANY may terminate the license at any time and for any reason at its discretion. The COMPANY may refuse to share any content on Vcity or remove such content. Except for the rights and licenses granted in these Terms and Conditions, the COMPANY reserves all other rights and may not grant any license, implied or otherwise.

8.2. User-generated content license.

THE COMPANY allows users to upload, insert, send, use, transmit, exploit, and promote code, logos, images, multimedia content, posts, trademarks, advertising material, marketing material, texts, photos, videos, links, and other files and information about their products, services, benefits, and experiences provided to customers in each 3D virtual world. For each material and piece of content that you as our customer upload, publish, or display to others through VCity (collectively referred to as "User Content"), you acknowledge and agree that, having accepted to be bound by these TC, your User Content may be viewed or accessed by the general public.

Accordingly, you grant THE COMPANY an unlimited, non-exclusive, sublicensable, assignable, royalty-free, perpetual, irrevocable, worldwide right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, or other changes), communicate, publish, publicly perform, publicly display, and distribute any User Content that you may upload, disseminate, deliver, create, and transfer to VCity, including original audio files, messages, chats, uploaded files, entered data, emails sent, or any User Content delivered through VCity or through the Services. You represent and warrant to THE COMPANY that you have all the rights, powers, authorizations, or have sufficient title to grant VCity the foregoing license as set forth in these TC.

The above-mentioned license includes the right to a temporary, limited, revocable, non-transferable, non-exclusive, and royalty-free license to republish or share such User Content on the Site, subject to these TC, and provided that: (a) such content has been added to VCity by the authorized owner of the User Content; (b) the User Content owner does not authorize the use of the content as for its non-reproduction on the Site; (c) THE COMPANY does not materially alter the User Content in any way that modifies its scope, merit, artistic value, and original format, but rather technical adjustments, technical form, and necessary modifications only when necessary for the User Content to be implemented on the Site and VCity platform for the implementation and delivery of 3D objects and 3D worlds, for the ultimate benefit of both parties; (d) THE COMPANY acknowledges the owner of the User Content as the licensor or such User Content with appropriate copyright notices; (e) upon request from the User Content creator, we take reasonable steps to update a particular piece of User Content to the latest version on VCity; (f) following a request from the User Content creator, THE COMPANY will take reasonable steps to remove User Content that has been removed or marked as for its non-reproduction by the owner; (g) THE COMPANY does not republish User Content on unauthorized third-party sites; (i) THE COMPANY does not use any automated tools to combine or generate derivative works from such User Content.

In exercising these rights, THE COMPANY may not implicitly or explicitly claim any connection, sponsorship, or endorsement by THE COMPANY, or any User Content without prior express written permission from the creator.

8.3. Feedback license.

Hereby, all users grant to the COMPANY an unlimited, non-exclusive, sublicensable, assignable, royalty-free, perpetual, irrevocable, for all countries and territories in the world, right and license to use, host, store, reproduce, modify, create derivative works (such as resulting from translations, adaptations, or other changes), communicate, publish, publicly perform, publicly display, and distribute any suggestion, comment, recommendation, and knowledge that the user provides to the COMPANY with respect to the Site and the Services.

8.4. Administrator License.

Without limiting the generality of the representations or warranties provided elsewhere in these Terms, if you are an administrator/client, you represent and warrant that: (i) the administrator and its affiliates will have all necessary permits, authorizations, licenses, accreditations, and approvals prior to the commencement of the sale of tickets; (ii) the administrator and its affiliates will have all necessary permits, authorizations, licenses, accreditations, and approvals for the sale of products or services; (iii) the administrator and its affiliates shall ensure that they maintain applicable accreditation during the term of access to Vcity services, to promote, produce and sell tickets for all events that the administrator or its affiliates organize on the services.

9. REFUNDS

The administrator agrees to notify event participants of event cancellation as soon as reasonably possible and prior to the scheduled start time of the event.

The administrator agrees to communicate a refund policy to consumers with respect to each event posted on the Services. Such policy must offer clear instructions and contact information to consumers so that they can manage their refund requests. Additionally, the policy established by the administrator must be posted by the administrator prior to publishing the event on our Services. The administrator further agrees that: (i) such refund and policy must comply with the refund policy requirements for administrators; (ii) administer such refund policy in accordance with its terms.

The handling of refund requests is the responsibility of the administrator. Refund requests by visitors or exhibitors must be made solely to the administrator. THE COMPANY will not be responsible for any refund requests.

The administrator will be the sole point of contact for users regarding refund requests, not THE COMPANY. All disputes related to refunds are between the administrator and exhibitors and visitors. THE COMPANY will not act as a mediator, and it is the administrator who must resolve the dispute at all times.

THE COMPANY will entrust the administrator with managing the resolution of all kinds of complaints, claims, requests, and other requests from exhibitors and/or visitors; the administrator being solely responsible for reimbursing the exhibitor and/or visitor in the event that such a situation arises.

9.1. Mandatory Refunds

The administrator agrees to make refunds in the following situations, without prejudice to the foregoing:

(i) The event description provided by the administrator to visitors and exhibitors at the time of purchase is significantly different from the actual event.

(ii) At the discretion of the COMPANY, if a refund request is not granted, it may result in a chargeback that is likely to result in a loss.

(iii) There may be a significant risk of non-compliance by the administrator with respect to the applicable event or future events.

(iv) There is likely to be a significant number of claims, refund requests, transaction reversals, and/or chargebacks with respect to a substantial amount of orders.

(v) At the discretion of the COMPANY under the requirements of the COMPANY's refund policy, including but not limited to any applicable local, municipal, departmental, provincial, federal, national, or other regulations, laws.

(vi) The COMPANY considers certain specific orders to be fraudulent.

(vii) The COMPANY considers or finds that the order is a duplicate.

(viii) The COMPANY discovers that the administrator is a person who has been blacklisted, has committed any crime, has seriously violated these Terms and Conditions, has used our Services to process fraudulent Transactions, or performs any event that the COMPANY considers to be in violation of the terms and conditions.

(ix) The COMPANY considers that the omission of refunds could result in legal liabilities.

(x) The COMPANY identifies that the administrator does not apply controls to exhibitors, resulting in non-compliance with these Terms and Conditions and applicable laws.

The administrator agrees to promptly and fully refund the COMPANY and its affiliates upon request in connection with refunds made in accordance with these Terms and Conditions, unless the reason for the refunds is negligence or misconduct on the part of the COMPANY.

The administrator acknowledges and agrees that refunds may result in losses for Vcity that exceed the amount of the underlying transaction and that by refunding transactions prior to a chargeback, Vcity mitigates such losses and damages with respect to the administrator's breach of these Terms and Conditions. In the event that the administrator fails to remit funds to the COMPANY that are sufficient to cover mandatory refunds, due to any fault, omission, or failure on the part of the administrator, the administrator acknowledges and agrees that it shall owe and be indebted for the amount of the fund deficit under the Terms of Service until it has fully satisfied the amount. Such amounts are subject to the provisions of the Non-Exclusive Remedies section.

10. USER-GENERATED CONTENT POLICY

The administrator shall assume all risks associated with the use of Content uploaded by themselves and by users, including any situation related to its accuracy, completeness, legality, authorized or unauthorized use by others, or any disclosure of user-generated content that personally identifies any person or third party. The administrator hereby declares and warrants that the Content used by themselves and their users does not violate the Terms and Conditions. The administrator cannot represent or imply to others that their user-generated Content is provided, sponsored, or endorsed by THE COMPANY, as it does not engage in such activities. The administrator is solely responsible for the Content used by themselves or by users, and therefore liable for any breach of terms, applicable rules, or intellectual property rights of third parties.

The administrator accepts full responsibility for avoiding infringement, non-compliance, or misappropriation of intellectual property, personal rights of third parties, violation of national, federal, state, municipal, provincial, departmental or any other type of laws, rules, regulations in connection with their user-generated Content. The administrator is responsible for ensuring that such User Content does not violate the rules, guidelines, or regulations of these Terms and Conditions, as well as any applicable law or regulation. The administrator agrees to pay all royalties, fees, and any other monies owed to any person by reason of their user-generated Content.

The content used must be accurate and truthful. THE COMPANY reserves the right to remove any part of your content from the services if it deems, in its sole discretion, that it does not comply with these Terms and Conditions, THE COMPANY's guidelines and community standards, the user code or for any other reason.

The administrator acknowledges and agrees that THE COMPANY has the right to disclose such user content and related information if required by law or in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal proceedings, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any of its User Content violates the rights of third parties; (d) detect, prevent, or address fraud, security, or technical issues; or (e) protect the rights, property, or personal safety of THE COMPANY, its users, or the public.

The user agrees that THE COMPANY may use the Administrator's name and logo for the purpose of identifying it as a current or past customer, both in the Services and in marketing, advertising, and promotional materials.

11. INTELLECTUAL PROPERTY RIGHTS.

Trademarks, copyrights, service marks, trade names and other intellectual property rights and notices displayed on the Site and Services are owned by THE COMPANY and its licensors and affiliates, whether acknowledged (or not), and are protected by intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world. The respective holders may or may not be affiliated with THE COMPANY, partners and advertisers. No section of these Terms and Conditions shall be interpreted as intending to grant any transfer of rights, Site, Services, in whole or in part.

For the purposes of these Terms and Conditions, "intellectual property rights" shall mean all and any patents, copyrights, mask work rights, moral rights, publicity rights, trademark, trade dress, trade secret, and all other intellectual property rights that may exist now or arise in the future, and all applications therefor and registrations, renewals and extensions thereof, under the laws of Colombia and other applicable jurisdictions.

The user acknowledges and agrees that any use or infringement of the copyrighted content on the Site and/or the Services may cause irreparable harm to THE COMPANY, our affiliates, licensors or content providers, which cannot be remedied solely by law, and therefore affiliates, licensors or content providers may seek a solution for breach of these Terms and Conditions.

In the event that any third party evidences that the content provided on the Vcity platform infringes any applicable law (apart from copyright infringements) or other VCity policies, they can use the "Contact Us" page or email us at support@vcity.com.

THE COMPANY has no obligation to remove content that it subjectively deems objectionable or offensive. Requests for removal, deletion, suspension, or cancellation will be responded to within a reasonable time in accordance with our policies and applicable law.

11.1. NOTICE OF THE DIGITAL MILLENNIUM COPYRIGHT ACT ('DMCA').

In compliance with the DMCA, we inform you that the COMPANY is the Designated Copyright Agent for DMCA Takedown Notices and monitoring of intellectual property rights infringements. For more information, including detailed information on how to submit a takedown request if you believe the content displayed on the VCity platform infringes intellectual property rights, please contact us. You may review the current text of the DMCA on the website of the United States Copyright Office.

The COMPANY takes copyright infringement matters seriously and will remove any content displayed on the Site that allegedly infringes or violates rights upon notice and request by the rightful owner.

The following procedure will apply to any content displayed on the Site that allegedly infringes your or any third party's intellectual property rights. You must notify us of your claim with the subject of the email: "Takedown Request." Once received, your claim will be studied and considered, and if we believe or have reason to believe that any content on the Site infringes another person's copyright, the COMPANY may remove, disable or cease displaying it.

Your notification claim must be in writing and must contain at least the following information: (i) your signature and identification, or that of the person authorized to act on your behalf or the intellectual property rights holder; (ii) a clear and concise description of the content whose copyright rights have allegedly been infringed; (iii) contact information (e.g., address and email); (iv) a statement, under penalty of perjury, that you believe in good faith that the information provided in your claim is true and accurate; and (v) a certificate, record, or equivalent document evidencing ownership of intellectual property rights, issued by a competent or judicial authority in the matter.

In the event that the affiliates, advertisers, partners, and providers of the COMPANY may be negatively affected by a DMCA Takedown Notice. Accordingly, upon receiving such notice, we will contact the content owner or webmaster of the affected site to defend their right to a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the DMCA. However, the COMPANY will not repair, cost, assume any cost for intellectual property defense or similar situations. It will only accompany in the notification logistics between the affected or claiming parties.

To file a Counter-Notice, please contact our Designated Agent indicated above, in writing and with a Counter-Notice containing at least the following information: (i) express identification of the content that we may have or have removed from our Site and the section or domain that was displayed; (ii) contact information, such as your address and email address; (iii) the signature and identification of the holder and/or the authorized person to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you believe in good faith that the information provided in the Counter-Notice is true and accurate.

Notwithstanding the foregoing, the COMPANY does not have the authority to declare or not the rights to intellectual property belonging to one party or another, therefore, the affected parties must claim or resolve their disputes through competent authorities for this purpose. The COMPANY may remove, delete, or suspend controversial content in accordance with the policies set forth herein. Finally, the COMPANY will preliminarily comply with the decision taken by the relevant authorities in the matter, and will immediately suspend the controversial content displayed on the Vcity platform, once informed of the controversy by a judicial authority. This suspension situation will not give rise to reimbursement, claim for damages or compensation against the COMPANY and in favor of the administrator. Likewise, no compensation will be paid to third parties for the use of copyright infringing material, since THE COMPANY only provides the Vcity platform to third parties.

12. COMMUNITY GUIDELINES AND USER CODE OF CONDUCT.

As our user, you agree not to undertake, encourage, or facilitate the use or access of the Site or Services in order to:

• Infringe these Terms or allow, encourage, or facilitate others to do so.
• Plagiarize and/or infringe the intellectual property rights or privacy rights of any third party, including any breach of trust, copyright, trademark, patent, trade secret, moral right, privacy right, publicity right or any other intellectual property or proprietary right.
  
• Collect, receive, transfer, or disclose any personal identification information of any person without the proper consent of the owner. 
  
• Republish, sell, rent, or sublicense content or materials from the Site without our authorization. 
• Disseminate any content that attacks or belittles an individual or group on grounds of race, gender, religion, nationality, ethnicity, political group, sexual orientation, or any similar characteristic. Any generalization on these topics should be formulated in the most neutral way possible.
  
• No abusive behavior directed towards private individuals, including threats against others or promotion of violence, including self-harm is allowed. Repeated and unwanted contact constitutes a form of harassment.
  
• Distribute, publish, or make available any content that: (i) infringes or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or others); (ii) allows any act that may promote or cause discrimination, racism, harm, defamation, hatred, or violence against any individual or group; (iii) endangers children and minors; (iv) is or allows for illegal or fraudulent activities; (v) is or may constitute a capital or criminal offense or otherwise violates any applicable law; (vi) sells, markets, manipulates, or promotes the consumption of illegal drugs and illegal substances; (vii) promotes and carries out pyramid business activities or multi-level businesses not expressly authorized by the COMPANY; (viii) promotes the consumption, cultivation, sale, marketing or any other activity related to cannabis or cannabis-derived products, including CBD; (ix) sells, promotes, markets, or uses weapons, ammunition, firearm parts; and/or (x) is or may be considered obscene, sexually explicit, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic, or similar material.
  

• Use any automated tool, such as artificial intelligence or machine learning in accordance with the creation of derivative works from our content and materials.
• Create any service in competition with the COMPANY or for other commercial reasons, except as expressly permitted by these Terms or the written consent of the COMPANY.
  
• Omit or attempt to circumvent any security technology or access control implemented on our platform.
  
• Use any automated or manual process to obtain, copy, process, access, and/or use our Site or Services or any part thereof to capture unauthorized data or content for any purpose.
  
• Enable, undertake, program or execute any type of system, computer program or technique in order to extract data, retrieve, scrape, index or extract unauthorized information from VCity or any part or data sources thereof. For clarification purposes, such actions will include the use of individuals, search/recovery site applications, 'robots' and 'spiders' software, and any similar data collection and extraction tool, regardless of the type and amount of information intended for extraction.
  
• Use of "bots" software to sponsor, advertise, express or share any other site, product, or service not authorized by OTHERWISE S.A.S or the administrator. 
• Use our Services to disseminate any type of computer viruses, worms, defects, trojans, or other elements of a destructive nature.
• Undertake any action that causes or may cause an unreasonable burden on VCity's technology or infrastructure, OTHERWISE S.A.S or its partners and affiliates, or otherwise make excessive demands on traffic that affect the sustainability and operation of VCity.
  
• Intercept or monitor activity through our Site or Services without our express authorization.
  
• Reverse engineer, decompile, or extract the proprietary code of the Site and our Services.
  

13. PROHIBITED VIRTUAL EVENTS AND EXPERIENCES.

The administrator acknowledges and warrants that in addition to complying with these Terms and faithfully following our community guidelines and code of conduct, they will not use our Services to post events, virtual experiences, or engage in activities that (i) violate, facilitate or motivate the violation of any applicable law, rule or regulation; (ii) include content that violates or incites the violation of our Terms or community guidelines. (iii) THE COMPANY may determine which events or activities are prohibited at its discretion. However, THE COMPANY will not be responsible for investigations, sanctions, convictions or other legal situations that may arise in countries of the users, and that are initiated by interpretation or regulations of those countries that consider such virtual event or experience as indecorous or prohibited. Therefore, the User will be responsible for all convictions, sanctions, investigations, and defenses of THE COMPANY in the country where the investigation is initiated.

14. CONTENT MODERATION.

The SERVICES of the COMPANY may incorporate interactive discussion forums, public forum groups, bulletin boards, networking events, review services, or other types of public forums where the user may post user-generated content (e.g. reviews, messages, videos, selfies, posts, and other content).

As the Internet is not an anonymous means of communication, the COMPANY does not guarantee the confidentiality of any User Content provided through the SERVICES. Each piece of content that is posted may be intended for public review, and except for content expressly marked as private, most User Content shared on the Vcity platform or to the COMPANY will result in such content being made available to the public for users of our Site and other third-party websites, including search engines and social media sites. Remember that not all User Content can be marked as private.

Particularly for the public forum and messaging groups, a list of attendees will be displayed. This is important so that our users can see if other people are registered for events or virtual experiences. There may be few or no other members choosing to enter the event or virtual experience, so users are always free to enter and exit any forum, group, event, or board.

Since publicly accessible third-party platforms may be used, content moderation by the COMPANY or other users in VCity-contained groups may not exist. Users will behave with courtesy, respect, tolerance, and common sense, but if anything offensive, uncomfortable, or objectionable occurs, any member can immediately leave the chat or video call and report the problem to the COMPANY.

The COMPANY may monitor any user activity and any user-generated content (such as names, photos, posts, comments, feedback, images, questions, and other content) within our platforms to determine compliance with them, and may edit, refuse to post, or remove any material or content submitted or posted on our Services that we deem to violate our Terms, Policy, or is otherwise objectionable.

The user acknowledges and agrees that the COMPANY may report any activity it believes may violate any law to relevant authorities, regulators, or other relevant third parties, and that any violation of the provisions mentioned above may result in immediate termination of their access to VCity and the Services. The COMPANY reserves the right, but not the obligation, to monitor disputes between you and other of our users.

15. RULES FOR THE USE OF EMAIL TOOLS

The COMPANY may provide users with tools or features that allow them to contact other users, whether visitors, exhibitors, or third parties, by email. If the user uses email features, they declare and agree that: (i) their emails are not sent in violation of any privacy policy under which the recipient's email addresses were collected; (ii) they have the right and authority to send emails to the addresses on their recipient list, and such addresses were collected in accordance with applicable regulations; (iii) the use of email features and the content of messages comply with these terms; (iv) they will only use email features to advertise, promote, or offer in good faith products, services, or events published on the services; (v) they will use email features in accordance with all local, municipal, departmental, provincial, state, national, federal, and other regulations, laws, decrees, and regulations; (vi) they will not use deceptive, false, or fraudulent titles or subjects in emails.

In the event of any breach of the above conditions, the COMPANY may temporarily or permanently limit or suspend access to the account without the user having the right to claim compensation, or limit access to email features offered by the Services.

16. SPAM POLICY.

The COMPANY may provide users with tools or features that allow them to contact other users, whether visitors, exhibitors, or third parties, by email. If the user uses email features, they declare and agree that: (i) their emails are not sent in violation of any privacy policy under which the recipient's email addresses were collected; (ii) they have the right and authority to send emails to the addresses on their recipient list, and such addresses were collected in accordance with applicable regulations; (iii) the use of email features and the content of messages comply with these terms; (iv) they will only use email features to advertise, promote, or offer in good faith products, services, or events published on the services; (v) they will use email features in accordance with all local, municipal, departmental, provincial, state, national, federal, and other regulations, laws, decrees, and regulations; (vi) they will not use deceptive, false, or fraudulent titles or subjects in emails.

In the event of any breach of the above conditions, the COMPANY may temporarily or permanently limit or suspend access to the account without the user having the right to claim compensation, or limit access to email features offered by the Services.

17. TERMINATION FOR JUSTIFIABLE CAUSES BY VCITY

These Terms and Conditions, along with each and every license granted herein, shall automatically terminate if you breach any of the terms and conditions contained in this document. Upon termination for breach, your rights to use the Site or Services and any information provided or generated thereby shall terminate and you shall have no right to any compensation, credit, recourse, or refund of any nature. In this case, please contact our support department to initiate the process of receiving a backup copy of your user data, if applicable, subject to the terms and conditions of our providers such as Amazon Web Services. However, the relationship between the COMPANY and the administrators, users, attendees, and others shall terminate immediately in the following cases: 1) failure to comply with the event or service termination date; 2) when any of the applicable administrators, users, attendees, or others are under investigation or have been convicted of money laundering, terrorism, financing of weapons of mass destruction, corruption, or similar crimes; 3) projection, presentation, or exhibition of any prohibited or restricted activity under these Terms and Conditions; 4) events of force majeure, fortuitous event, or unforeseen circumstances that prevent the provision of the Vcity platform's own services; 5) attacks by outsiders on the infrastructure or security of Vcity or any administrator, user, attendee, or similar party; 6) when any administrator, user, attendee, or similar party repeatedly violates the Terms and Conditions; 7) by decision of the COMPANY; 8) by restriction of the Vcity platform in any country or place of execution of such platform; 9) by conviction, investigation, or violation of intellectual property rights of third parties by any administrator, user, attendee, or similar party; 10) non-acceptance of modifications or additions to the Terms and Conditions or any circumstance that may affect the COMPANY or third parties. Causes that shall terminate the relationship between the COMPANY and those who acquired the Services, without any compensation, sanction, or fine against the COMPANY.

18. LIMITATION OF LIABILITY.

To the extent permitted by applicable law, or as set forth in this document, in no event shall the COMPANY, its affiliates, customers, agents, officers, licensors, distributors and/or any authorized third party be liable to the user or any third party for: (i) special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from the possession, access, use, inaccessibility or malfunction of Vcity or the Services, including, among others, loss of revenue, profits, business, loss of use or unavailability of computer resources, business failures, defamation or loss of data (even if we may have been advised of the possibility of such damages or such damages are foreseeable); (ii) anything arising out of or related to them, whether arising from negligence.

As for the relationship between an administrator and us, the maximum total liability of the COMPANY or the associated parties is limited to the following:

Nothing in these TC is intended to exclude or limit any condition, warranty, right or liability that cannot be legally excluded or limited. The law of some states/countries does not permit certain limitations of liability, and this limitation of liability shall apply to the maximum extent permitted by law in the applicable jurisdiction.

19. INDEMNIFICATION.

The user agrees and acknowledges to indemnify, hold harmless, and defend Vcity ("Indemnified Parties") including its employees, directors, affiliates, clients, agents, officers, licensors, distributors, and/or any authorized representative, against any and all liabilities, claims, causes of action, demands, losses, damages, fines, judgments, settlements, and expenses (including all reasonable external expenses, attorney fees, and court costs) that may be suffered, made, or incurred by any of such Indemnified Parties arising out of or related to: (i) any breach of any warranty, representation, and/or covenant made by the user under these Terms (to the extent such does not arise substantially from any breach hereof by Vcity); (ii) the use of Vcity; (iii) User Content; (iv) conduct or interactions with other users of Vcity; (v) violation of any part of these Terms; (vi) violation of applicable local, municipal, departmental, regional, provincial, national, federal or other laws, regulations or rights of any third party; and/or (vii) any third-party claim arising out of or in connection with Vcity or the Services or the use thereof in combination with another platform; (viii) in case the user has the role of Administrator.

Vcity will promptly notify the user of any such claim and provide (at its own cost) assistance for defending the claim. Unless first obtaining Vcity's prior written consent, Vcity reserves the right, at our own expense, to assume the exclusive defense of any matter subject to indemnification by you. In such circumstances, the user will have no obligation to defend us in such matter.

20. DISPUTE RESOLUTION.

20.1. Resolution of disputes between users.

We encourage users of our Services to attempt to resolve disputes between them. If for any reason this fails or if you find any unauthorized use on the site, users can contact Vcity support team by writing to the email: support@vcity.com. However, THE COMPANY will only perform acts that allow a first approach but will not have jurisdictional powers at any time, and therefore users must resolve their disputes before the relevant authorities.

20.2. Applicability of the Arbitration Agreement

In case that any party presents any disagreement or controversy regarding the services provided, acquired or any issue against THE COMPANY and it has not been able to be solved through technical support or the warranty of THE COMPANY, it may raise its claims through a direct settlement between the parties where the party must clearly state the inconvenience, as well as the damages caused. Likewise, THE COMPANY will have 30 days to analyze the inconvenience, generate a solution or determine its origin, or request more information in this regard. After this, the parties will have 30 days to reach a solution or settlement between them. After these 30 days have passed without the parties reaching a solution, they must submit their differences to an arbitration tribunal which will operate as follows: The tribunal will operate under Law 1563 of 2012 and other legal provisions that modify or add to it, in accordance with the following rules, A) The tribunal will be composed of ONE (1) arbitrator; B) the internal organization of the tribunal will be subject to the rules provided for this purpose by the Arbitration Center of the Cali Chamber of Commerce; C) the tribunal will decide based on the law; D) the tribunal will operate in the city of Cali at the Arbitration Center of this city; E) the costs of the process must be paid by the convicted party; F) each party will bear its own expenses; G) notwithstanding the foregoing, if the User initiates a dispute outside of these Terms and Conditions, they must withdraw such action until the procedure established here is fulfilled, and will bear all the expenses of the defense of THE COMPANY.

20.2. Applicability of the Arbitration Agreement

In case that any party presents any disagreement or controversy regarding the services provided, acquired or any issue against THE COMPANY and it has not been able to be solved through technical support or the warranty of THE COMPANY, it may raise its claims through a direct settlement between the parties where the party must clearly state the inconvenience, as well as the damages caused. Likewise, THE COMPANY will have 30 days to analyze the inconvenience, generate a solution or determine its origin, or request more information in this regard. After this, the parties will have 30 days to reach a solution or settlement between them. After these 30 days have passed without the parties reaching a solution, they must submit their differences to an arbitration tribunal which will operate as follows: The tribunal will operate under Law 1563 of 2012 and other legal provisions that modify or add to it, in accordance with the following rules, A) The tribunal will be composed of ONE (1) arbitrator; B) the internal organization of the tribunal will be subject to the rules provided for this purpose by the Arbitration Center of the Cali Chamber of Commerce; C) the tribunal will decide based on the law; D) the tribunal will operate in the city of Cali at the Arbitration Center of this city; E) the costs of the process must be paid by the convicted party; F) each party will bear its own expenses; G) notwithstanding the foregoing, if the User initiates a dispute outside of these Terms and Conditions, they must withdraw such action until the procedure established here is fulfilled, and will bear all the expenses of the defense of THE COMPANY.

20.3. Notice and Informal Dispute Resolution Requirement.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a "Notice") describing the nature and basis of the claim or dispute, and the requested relief. The Notice must be sent to THE COMPANY using the designated means of communication.

20.4. Additional Rules for Non-Appearance Based Arbitration.

THE COMPANY may choose non-appearance based arbitration, which shall be conducted by telephone, reputable videoconferencing tools and/or solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

20.5. Waiver of Class Actions and Non-Individualized Relief.

The user acknowledges and agrees that claims against THE COMPANY will be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding or similar proceeding. Unless THE COMPANY determines that the claim is brought by persons having business or legal relationships, and the claims involve the same issues, THE COMPANY may aggregate such claims and provide responses thereto en masse.

20.6. Governing Law.

The user agrees to submit to the applicable laws in the Republic of Colombia, which shall govern these Terms and any claim.

20.7. Nature of the Terms.

The parties acknowledge and agree that these terms constitute a "LAW FOR THE PARTIES".

21. MISCELLANEOUS CLAUSES

21.1. Disputes among users:

In the event of a dispute between two or more Users regarding ownership of an account, THE COMPANY will be the first to hear about the dispute and the decision that is made will be final and binding for those parties, in situations involving the use of the Vcity platform. However, THE COMPANY will only allow access to the person who legally or judicially owns the account. If ownership is decided by a judicial authority, the decision of that competent authority will be sufficient to grant access to the owner.

21.2. Updates and amendments.

THE COMPANY reserves the right to modify, amend, suspend, terminate, update, or modify these TC, the Policy, and the Services at any time and without prior notice. Any changes will be displayed in Vcity, and may be notified by email to active users in our Services at the time of the change. The User should check the last effective date on which we made changes. The use of the Services after the effective date of any update, whether through an account registration or simple use, indicates acceptance of the same.

21.3. Notice for parents.

THE COMPANY encourages parents, legal guardians and responsible adults to actively participate in the safe use of the Internet by children and minors, therefore, knowingly does not provide its Services to persons under eighteen (18) years of age. If any user is under that age, they can only access Vcity and our Services under the direct supervision of their parent or legal guardian.

THE COMPANY reserves the right to request from users all applicable identification and consent proofs, at any time, without prior notice and at its discretion. If the user does not provide such proof of age, THE COMPANY reserves the right to immediately freeze, block or cancel the account, without liability.

Users are prohibited from providing THE COMPANY with personal identification information of persons under thirteen (13) years of age without the consent of their parents or legal guardians. THE COMPANY does not collect any information of any person under thirteen (13) years of age, and will delete any related information. For more information, refer to the Privacy and Personal Data Policy (https://vcity.io/posts/politica-de-datos).

21.4. User Privacy.

By disclosing any personal identification data and information, the User agrees to our Policy, including the collection, processing, storage, and disclosure of such personal identification information, including to THE COMPANY's affiliates, partners, and clients. THE COMPANY will request express consent from the User, including inclusion in our newsletters, updates, and follow-ups. The use of Vcity means that the User accepts our Policy, regardless of whether they are a registered user or not.

21.5. Changes to Event Ticket Entries.

In the event that a change needs to be made to the order or purchase, the user must request the respective change from the event administrator so that it can be managed. If the administrator cannot be found or is unable to manage the changes required by the user, THE COMPANY must be contacted through its customer service channels.

21.6. Backups

THE COMPANY may make backups of the information provided to the Vcity platform, however, this is not an obligation of THE COMPANY, so backups and similar actions are solely the responsibility of the administrator. Likewise, it is possible that content may be deleted at any time without prior notice.

21.7. Third-party websites and content.

The Site and Services may contain hyperlinks to other websites. These links are provided to provide you with more information that may be of interest to you, for external or internal advertisements. The provision of such links does not imply any endorsement of such third-party websites (products and/or services). Review the applicable terms and policies of such websites, including their privacy and data collection practices. THE COMPANY has no control over such websites and resources, therefore, the accepter acknowledges and agrees that THE COMPANY is not responsible for the availability of such websites or resources and does not endorse or take responsibility for any content, advertisement, offer, product, service or other matter available on such website or resource, or for any related damages or losses.

The COMPANY may implement advertisements and promotions from third-party sources on the Site. Therefore, participation or commitments in third-party promotions are not the responsibility of THE COMPANY, and any terms, conditions, warranties or representations associated with such commitments are solely between you and such third party. THE COMPANY is not responsible for any loss or damage of any kind incurred as a result of such dealings or as a result of the presence of external advertisers on the Site.

21.8. Advertising, Opt-out.

THE COMPANY may support the Site or Services through advertising and other commercial opportunities. These ads may be tailored to the content of the Site, and the nature and scope of such advertising are subject to change without notice. Please see the Policy for information on certain opt-out of advertising.

21.9. Newsletters.

The Site may allow the user to create and/or subscribe to a newsletter service, which may be provided by THE COMPANY or through an authorized third party. As a user, you will receive a visible communication indicating the subscription and it can be accepted by you. If you wish to unsubscribe from such subscription you will find the "unsubscribe" option and similar links in our electronic communications and also in your account preferences.

21.10. Content responsibility.

THE COMPANY will not be responsible for any content appearing on any of the event pages, advertisements, provider stores, stands, showrooms, sales rooms or advertising displays on the VCity platform. The administrator agrees to defend THE COMPANY against any claims arising from the content of the Site. No link(s) should appear on any website that could be interpreted as defamatory, obscene or criminal, or that infringes, otherwise violates, or advocates the infringement or other violation of the rights of third parties.

21.11. Removal of links from the Site.

If you find any link on the Site that is offensive for any reason, you may contact us and inform us at any time. We will consider requests to remove links, but THE COMPANY is not obligated to do so or to respond to you directly or immediately.

The user acknowledges and agrees that THE COMPANY is not obligated to actively monitor or exercise any control over the content of any message or material or information created, obtained or accessible through the Services or the Site. Each visitor, exhibitor, administrator, or user in general is solely responsible for the content of their communications and content and may be legally liable for the content of their comments or other material or information.

21.12. No endorsement.

The images, texts, publications, information, photographs, and other content and media displayed on or through the Site are not necessarily available, and any result thereof, which we cannot ultimately control, is beyond our final and complete control. Some or all of the images displayed on the Site are licensed and/or purchased stock photos and are shown for illustrative purposes only. Part or all of the content displayed on the Site is delivered by external third parties and does not reflect the views of THE COMPANY or its affiliates, subsidiaries, officers, employees, and agents guarantee its actual veracity or endorse it.

THE COMPANY makes every effort to ensure that all content, including questions, answers, posts, and tutorials, on VCity are correct to the best of our knowledge, but does not warrant error-free content at all.

21.13. Confidentiality.

Neither party shall disclose any Confidential Information to any third party, except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by provisions of a confidentiality agreement at least as strict as those contained herein. Each party will further protect the Confidential Information to the same extent that it protects its own information of a similar type.

For the purposes herein, "Confidential Information" shall be defined as disclosures, documents or digital, verbal and/or written communications, stored in electromagnetic, written, graphic, digital, optical or software as a service systems, commonly known as "the cloud," emails, optical disks, memory cards or removable drives or any other means that may retain information.

Confidential Information shall not include information that: (i) is publicly known at the time of disclosure; (ii) becomes available to the public without fault of the receiving party and without breach of these Terms, (iii) is already lawfully in possession of a party without restriction prior to disclosure; (iv) is legitimately known by a party without restriction from a source other than the disclosing party; or (v) is required to be disclosed by a competent court order or legal requirement. In that sense, such type of information shall not be deemed as "Confidential Information".

21.14. User Representations and Warranties.

Hereby, the user declares, warrants, and agrees that: (i) the use of the Site and Services, and all User Content uploaded and personal data will at all times comply with these TC and all local, provincial, departmental, municipal, state, national, federal, international laws, regulations and any other legislation applicable to the user and their organization; (ii) they have obtained all necessary rights, releases, and permissions to provide any data to the COMPANY and its affiliates, licensors, and agents; and to grant the rights granted to the COMPANY in these Terms, including but not limited to intellectual property rights or rights of publicity, privacy, and any authorized use, collection, and disclosure.

21.15. Term, Termination.

The term of the terms and conditions shall become effective on the date of its publication and shall apply as follows: (i) first access to the Site; (ii) acquisition of our Services; or (iii) at the beginning of the provision of services and acquisition of products, and shall automatically terminate by: (i) deactivation, suspension, freezing, or deletion of your account; (ii) termination or revocation of access to our Services; (iii) termination of these Terms by the COMPANY at its sole discretion; (iv) the termination date indicated by the COMPANY in the purchased services; or (v) the COMPANY's decision to make the Site or Services no longer available for use, at its sole discretion.

21.16. Disclaimer of Warranty.

To the maximum extent permitted by applicable law, the Site and Services will be provided to you in their current state and subject to their availability. However, the COMPANY does not warrant the complete operation of the platform, as various failures may occur due to third-party actions or administrator misuse.

Additionally, the user acknowledges and agrees that the COMPANY does not warrant or have control over the quality, safety, accuracy or legality of any virtual event or experience, or content associated with a virtual event or experience, or the authenticity or accuracy of any Content or information provided by any user (including the user's personal information, whether visitor or exhibitor, shared with administrators in connection with events).

The use of VCity outside the Republic of Colombia does not change, modify, or invalidate these TC, and therefore they will apply in full regardless of where the services were acquired. Therefore, the User expressly understands and agrees to be subject to these TC, and additionally to comply with any requirement made by the COMPANY.

21.17. Disclaimer of warranties and assumption of risks by you

At the COMPANY, we strive to provide our services to the best of our ability. However, there are external factors that can affect the execution of the contract that are beyond the COMPANY's control.

The COMPANY will use commercially reasonable efforts to ensure that any interface or integration with an external provider or system as part of the Services functions properly. If there is a problem with the effective functioning of an interface or integration with an external provider or system, the COMPANY will use its commercially reasonable efforts to resolve the problem. However, the user acknowledges and agrees that the successful operation of any interface or integration depends on the technical configuration of such third-party systems, such as Amazon Web Services and other infrastructure and cloud computing providers.

Accordingly, the user agrees that: (i) the COMPANY is not responsible for any failure in the operation of the interface or integration resulting from acts or omissions by you or the third party; (ii) the COMPANY will have no liability or obligation of any kind to the user in connection with the content or use of the platform, or correspondence with any third-party website or service available through the Services. The user acknowledges and agrees that the COMPANY has no liability to the user, and hereby understands, accepts, and releases the COMPANY from any and all liability arising from the acts or omissions of third parties that affect the Services.

21.18. Contact

If the user has any questions or concerns about us, the Site, our Services or these Terms, please contact us at support@owsas.com. Please note that communications made by email or the "Contact Us" page do not constitute legal notice to the entity THE COMPANY.

21.19. Penalty

THE USER agrees that in the event of breach of the Terms and Conditions established here and that such breaches cause damages to THE COMPANY, in addition to assuming all costs and expenses for the repair or compensation of the damage, they must pay THE COMPANY a penalty equivalent to FIVE PERCENT (5%) of the total value collected by the events or what has been paid to acquire Vcity services, which will be enforceable without prior notice for the establishment of default and will not prevent the full compliance with the contract or the total compensation for damages caused. To enforce this penalty, it will be sufficient for THE COMPANY to make a simple declaration about the damage and harm caused against it to trigger this clause. THE PARTIES recognize the executory merit of this penalty clause, and therefore, it may be enforced through an executive or equivalent judicial process aimed at collecting a monetary obligation.

21.20. Assignment of Rights

THE COMPANY may assign any rights or obligations under this agreement to any current or future affiliated company and to any successor in interest, without notice to any party. Therefore, THE COMPANY reserves all rights not expressly granted in this document. THE COMPANY reserves the right, at any time, to transfer some or all of VCity's assets in connection with a merger, acquisition, reorganization, or sale of assets or in the event of bankruptcy, liquidation, or the like. However, the user may assign their contractual position as long as they inform THE COMPANY and THE COMPANY accepts such assignment.

21.21. Force Majeure

THE COMPANY is not liable for any failure to perform its obligations as set forth in this agreement when such failure arises from any cause beyond the reasonable control of THE COMPANY, including, among others, electronic, power, mechanical, or Internet failures, acts of nature, forces or causes beyond our control, including, among others, Internet failures, computer, telecommunications, or any other equipment failures, electric power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, tsunamis, storms, explosions, acts of God, war, government actions, government-ordered closures, pandemics, zombie attacks, alien or extraterrestrial attacks, meteorite falls, orders of national or foreign courts or tribunals, or third-party failures.

21.22. Interpretation

These Terms and Conditions shall be interpreted as follows: (i) headings are for convenience only and shall not be used in any way to construe or cause damage to any party; (ii) words used are merely for reference.

21.23. Entire Agreement

These Terms and Conditions constitute the complete and exclusive statement of agreement between the Parties with respect to the subject matter of these Terms and Conditions, which supersede in all and every communication, proposal, representation and oral or written agreements prior. These terms may be modified at any time by THE COMPANY.

21.24. Equitable Remedies

Hereby, the user acknowledges and agrees that if these Terms and Conditions are not specifically enforced, VCity will be irreparably damaged and therefore agrees that THE COMPANY shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect any breach of these Terms and Conditions, in addition to any other available remedies.

21.25. Language.

These Terms and Conditions may be translated into other languages, but Spanish shall be and remain the official language of this agreement, and in any conflict between the Spanish version and any other version, the Spanish version shall prevail.

21.26. However.

Hereby, the user declares and warrants that: (i) they are not subject to an embargo, sanction, or conviction in any country such as the United States, the European Union, or any other government; and (ii) they do not appear on any government list of prohibited or restricted parties or activities.

21.27. Notices.

All notices and other communications delivered or made in accordance with these Terms and Conditions must be in writing and shall be deemed delivered as soon as possible upon actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or email designated for that purpose, during the recipient's normal business hours, and if not sent during normal business hours, then on the recipient's next business day; (c) five days after being sent by certified mail, return receipt requested; or (d) one business day after deposit with a nationally recognized overnight courier, specifying delivery on the next business day, with written verification of receipt. Each party agrees to receive electronic documents and to accept electronic signatures, which shall be deemed valid substitutes for printed documents and inked handwritten signatures.

The user agrees to receive correspondence from THE COMPANY by email in accordance with these Terms and the applicable law. The user accepts and acknowledges that all agreements, notices, disclosures, and other communications provided electronically will satisfy any legal requirement that such communications be in writing.

21.28. No Waiver.

The failure of THE COMPANY to enforce any right under these terms shall not be construed as a waiver of any right with respect to the subject matter hereof.

21.29. No Relationship.

The user and THE COMPANY are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is created by these terms.

21.30. Severability.

If any provision of these terms is deemed unenforceable, such provision shall be modified to reflect the parties' intention. All remaining provisions of these terms shall remain in full force and effect. However, if any provision, obligation, or clause is declared invalid or non-existent by a judicial process or by laws and procedures of any country, it shall not affect the rest of the TCs and therefore shall remain in full force and effect.

22. USER SUPPORT.

The user can contact the COMPANY to resolve questions about the Services offered at support@owsas.com. The user shall provide all the details of their service inquiry, so that their concerns can be clearly evaluated. If the user has any questions or complaints regarding the Site or the Services, they shall contact via email as indicated on the contact web page.