Virtual Market Center, LLC Terms and Conditions

Effective Date: [Insert Date]

• 1. What VMC Provides

  VMC is a business technology platform designed to help companies present products and properties, engage customers, manage sales activity, conduct research, identify business opportunities, and use virtual and AI-assisted tools. Depending on the services selected, VMC may provide:

  • •Virtual showrooms, properties, product presentations, guided experiences, live connections, group collaboration, and training.
  • •3D models, renderings, augmented reality (AR), virtual staging, product information, QR-code access, and visualization tools.
  • •CRM, invitations, notifications, scheduling, follow-up, surveys, analytics, and customer-engagement information.
  • •Lead intelligence, opportunity research, Daily Opportunity Briefings, territory/account routing, and related business intelligence.
  • •AI Concierge, System Intelligence, Operator Assistant, Lead Intelligence Assistant, voice/text instructions, and other AI-assisted platform functions.
  • •Third-party integrations, APIs, payment processing, production services, and other services selected by the customer.

  Features may vary by subscription, account configuration, availability, or separate written agreement.

• 2. Accounts, Business Models, and Authorized Users

  VMC is primarily intended for business and professional use. Account holders must be at least 18 years old and legally capable of entering into an agreement.

  VMC may support business-to-business (B2B), business-to-consumer (B2C), and direct-to-consumer (D2C) use. A customer may use one or more of these models, including invite-only access, public discovery, or direct selling, depending on the customer’s configuration and available VMC features.

  Business customers may authorize employees, sales representatives, dealers, contractors, or other permitted users and may assign roles, customers, territories, or access permissions. The customer is responsible for assigning appropriate permissions and for activity performed by its authorized users.

  You must provide accurate account information, keep credentials secure, and promptly notify VMC if you believe an account or credential has been compromised.

• 3. Artificial Intelligence and Automated Services

  VMC uses artificial intelligence and automation to assist users and visitors. Depending on available features, VMC AI may answer questions; research, verify, organize, enrich, deduplicate, and monitor leads; prepare briefings and alerts; assist with CRM information; create or assist with content; respond to authorized voice or text instructions; prepare or send invitations and follow-ups; assist with scheduling; and perform other authorized platform actions.

  AI-generated information can be incomplete, outdated, inaccurate, or incorrect. Public records, websites, business contacts, project information, and third-party data may also change without notice.

  VMC does not guarantee the accuracy or completeness of AI output, leads, contact information, project information, recommendations, or third-party information. Important information should be independently verified before a business, legal, financial, investment, purchasing, development, or other material decision is made.

  VMC AI is an assistance tool and is not a substitute for professional legal, tax, financial, architectural, engineering, medical, or other professional advice. When appropriate, visitors may be informed that they are interacting with an AI system.

• 4. Leads and Business Intelligence

  VMC may research, collect, organize, verify, enrich, deduplicate, monitor, and analyze business information from public records, publicly accessible websites, licensed information providers, third-party services, integrations, customer-provided information, and other lawful sources.

  VMC may use this information to identify companies, projects, prospects, decision-makers, purchasing requirements, and other potential opportunities. VMC does not guarantee that any lead or opportunity will produce a response, meeting, customer, contract, transaction, revenue, or sale.

• 5. Communications and Outreach

  VMC may allow authorized users to create, prepare, or send emails, invitations, notifications, scheduling requests, follow-ups, and other communications.

  If you provide contact information or instruct VMC to communicate with a person or organization, you are responsible for ensuring that your lists, instructions, campaigns, and communications comply with applicable law and required permissions.

  Users may not use VMC for unlawful, deceptive, fraudulent, harassing, or prohibited communications. VMC may use unsubscribe functions, suppression lists, sending limits, security controls, or other measures to reduce spam, abuse, fraud, or unauthorized communications.

• 6. Virtual Experiences, 3D, AR, and Visualizations

  VMC may create virtual experiences or host, display, integrate, or make available virtual experiences produced by customers or third-party providers. Such experiences may be created using 3D/CAD, 360-degree photography, cameras, scanners, smartphones, image stitching, or other production methods or technologies.

  Third-party-produced virtual experiences may depend on the functionality, hosting, production rules, software, or technology of the applicable provider. VMC does not control and is not responsible for defects, limitations, outages, or changes in third-party technology outside VMC’s reasonable control.

  Virtual environments, digital twins, 3D models, AR placements, renderings, staged environments, colors, finishes, artwork, furniture, layouts, dimensions, and other digital representations are presentation and visualization tools. They may differ from actual physical products, spaces, materials, colors, lighting, dimensions, finishes, or construction conditions. Users should verify important specifications, measurements, availability, pricing, and physical conditions with the appropriate responsible party.

• 7. Customer Content and Production Materials

  Customers may upload, provide, or direct VMC to host images, videos, CAD files, 3D models, artwork, product and property information, logos, documents, contact lists, customer records, marketing materials, virtual experiences, and other materials (“Customer Content”), including materials created by the customer or a third-party service provider.

  You retain ownership of Customer Content that you own. You grant VMC a limited, non-exclusive license to host, store, copy, process, transmit, display, and technically modify Customer Content only as reasonably necessary to provide, operate, support, secure, and improve the Service requested by you.

  You represent that you have all rights, licenses, permissions, and consents necessary to provide and use Customer Content through VMC. VMC does not verify or guarantee the ownership, originality, authorization, or intellectual-property rights associated with Customer Content and has no obligation to determine who created, copied, owns, or has the right to use particular content.

  Any ownership, copyright, copying, or other intellectual-property dispute between users or third parties is solely between those parties. VMC is not a party to and is not responsible or liable for such disputes. VMC may remove or restrict content when reasonably appropriate and will take action when required by applicable law, a legally sufficient notice, court order, or directive from a legally authorized authority.

  If VMC creates custom 3D models, renderings, animations, virtual experiences, or other production deliverables for a customer, ownership and permitted use of those deliverables will be governed by the applicable proposal, order form, or separate written agreement. Regardless of any customer rights in a final deliverable, VMC retains ownership of its pre-existing and underlying software, platform components, tools, templates, workflows, methods, libraries, know-how, and other VMC technology.

• 8. VMC Intellectual Property

  VMC and its licensors retain all rights, title, and interest in the VMC platform, software, interfaces, branding, designs, workflows, platform architecture, databases and data structures, proprietary technology, AI configurations and workflows, virtual-environment systems, and other VMC-owned technology and content.

  Use of VMC does not transfer ownership of VMC intellectual property to you. Except as expressly authorized by VMC or permitted by law, you may not copy, reproduce, reverse engineer, scrape, resell, circumvent security controls, interfere with, or attempt unauthorized access to the Service.

  For clarity, VMC’s ownership of its platform and technology does not mean that VMC claims ownership of Customer Content merely because that content is uploaded, hosted, displayed, processed, or incorporated into a virtual experience using the VMC platform.

• 9. Privacy and Customer Data

  VMC handles personal information as described in the VMC Privacy Policy. The VMC platform is designed to distinguish customer-private CRM information and conversations from public or licensed business intelligence used by VMC’s intelligence services. Private customer information remains subject to the permissions applicable to that customer’s account.

  Customers are responsible for determining who within their organization may access private information and for obtaining any notices, permissions, or consents required for information they upload to or process through VMC. Customers should not place confidential or sensitive information in public-facing virtual experiences unless they intend for that information to be publicly visible.

• 10. Third-Party Technology and Services

  VMC may use or integrate third-party AI providers, hosting services, cloud platforms, communications providers, payment processors, CRM systems, analytics services, databases, APIs, mapping services, AR/3D technology, and other providers.

  Third-party services may have their own terms and privacy practices. VMC is not responsible for outages, changes, errors, security incidents, content, or failures caused by third-party systems outside VMC’s reasonable control. VMC may change or replace third-party providers when reasonably necessary to operate, secure, or improve the Service.

• 11. Fees, Subscriptions, Production Services, and Taxes

  Certain VMC services may require subscriptions, usage fees, production charges, or other payments. Pricing, billing frequency, renewal, cancellation, refund terms, scope of production work, delivery terms, and other commercial terms will be disclosed through the applicable plan, proposal, order form, checkout page, or separate written agreement.

  Unless expressly stated otherwise in writing, fees are for access to or delivery of the applicable Service or production work and are not contingent on any particular lead, response, sale, revenue, or business result.

  Applicable taxes or governmental charges may be added where required by law. Payments may be processed by authorized third-party payment providers. VMC may suspend paid services for overdue amounts after reasonable notice, except where immediate action is reasonably necessary.

• 12. Acceptable Use

  You may not use VMC to violate law, commit fraud, infringe intellectual-property or privacy rights, impersonate another person or organization, distribute malware, gain unauthorized access, interfere with VMC’s operation or security, unlawfully harvest information, send prohibited communications, or materially harm VMC or other users.

  VMC may restrict abusive automated activity, scraping, excessive system requests, or other conduct that threatens platform performance, security, lawful operation, or the rights of VMC or others.

• 13. Service Changes, Availability, and Security

  VMC works to provide a reliable Service but does not guarantee that every feature will always be available, uninterrupted, secure, or error-free.

  VMC may update, modify, improve, replace, suspend, or discontinue features as technology, customer needs, legal requirements, security needs, or third-party services change. VMC will use commercially reasonable efforts to minimize unnecessary disruption.

  No Internet, cloud, software, or electronic-storage system can guarantee absolute security. Users are responsible for protecting passwords, devices, and account credentials.

• 14. Transactions and Third-Party Products

  VMC is a technology platform. Unless VMC expressly agrees otherwise in writing, VMC is not the seller, purchaser, broker, architect, designer, contractor, financial adviser, manufacturer, supplier, or other party to a transaction between users, exhibitors, suppliers, property owners, customers, or other third parties.

  Product descriptions, pricing, availability, warranties, project information, and transaction terms supplied by third parties are the responsibility of those parties. VMC does not assume responsibility for agreements or transactions entered into between users or third parties.

• 15. Suspension and Termination

  You may stop using VMC subject to applicable subscription, order-form, or contractual obligations. VMC may suspend or terminate access for a material violation of these Terms, fraud, unlawful activity, security threats, infringement, serious abuse, misuse of the platform, or nonpayment. Where reasonable, VMC will provide notice and an opportunity to correct a violation before termination.

• 16. Disclaimer of Warranties

  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” VMC does not warrant or guarantee uninterrupted or error-free operation; the accuracy of AI-generated information, leads, contacts, public records, or third-party information; any particular business result, sale, revenue, customer, response, or transaction; the continued availability of any third-party integration; or that a virtual representation will perfectly match a physical product or space. Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

• 17. Limitation of Liability

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VMC and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, business opportunity, goodwill, use, or data, arising out of or relating to the Service.

  TO THE MAXIMUM EXTENT PERMITTED BY LAW, VMC’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO VMC FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  These limitations apply regardless of the legal theory asserted and even if VMC has been advised that damages were possible. They do not apply where prohibited by law.

• 18. Indemnification

  You agree to defend, indemnify, and hold harmless VMC and its affiliates, officers, employees, and representatives from third-party claims, damages, liabilities, and reasonable legal costs arising from: (a) Customer Content that infringes another person’s rights; (b) your unlawful use of VMC; (c) communications or contact lists supplied or directed by you in violation of applicable law; (d) your fraud or intentional misconduct; or (e) your material violation of these Terms.

  This obligation does not apply to claims caused primarily by VMC’s own unlawful conduct.

• 19. Copyright and Intellectual-Property Complaints

  VMC respects intellectual-property rights and may remove or restrict content that reasonably appears to infringe another person’s rights. VMC may terminate repeat infringers when appropriate.

  VMC is a neutral technology service provider and is not responsible for copyright, ownership, or intellectual-property disputes between users or third parties and has no obligation to investigate ownership, resolve competing private claims, or act as an intermediary between the parties, except as required by law.

  VMC may request appropriate documentation before acting and will respond to legally sufficient notices, court orders, and other legally binding directives as required by applicable law.

  Copyright Agent: [Insert VMC's designated DMCA agent name, email, and mailing address before publication].

• 20. Disputes; Arbitration; Class-Action Waiver

  Before filing a formal claim, you and VMC agree to attempt in good faith to resolve the dispute by contacting help@virtualmarketcenter.com and allowing a reasonable opportunity for informal resolution.

  Individual Arbitration

  Except for qualifying small-claims matters or requests for temporary or emergency injunctive relief, any dispute arising out of or relating to these Terms or the Service will be resolved by individual binding arbitration administered by JAMS under its applicable rules, to the extent permitted by law. Arbitration may be conducted remotely or in Wyoming unless applicable law requires otherwise or the parties agree otherwise.

  No Class Actions

  To the extent permitted by law, claims must be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding.

  Arbitration Opt-Out

  A new user may opt out of the arbitration provision by sending written notice to help@virtualmarketcenter.com within 30 days after first accepting these Terms. The notice must state that the user is opting out of arbitration and include the user’s name and email address associated with the VMC account. Opting out of arbitration does not affect the remaining Terms.

  Governing Law

  These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles, except where federal law controls. Any court proceeding permitted under these Terms will be brought in a court of competent jurisdiction in Wyoming, unless applicable law requires a different venue.

• 21. Changes to These Terms

  VMC may update these Terms as the Service, technology, business practices, or legal requirements change. The current version will be posted on the VMC website with its effective date. If a change materially affects registered users’ rights or obligations, VMC may provide additional notice where appropriate or required by law.

• 22. General

  If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. VMC’s failure to enforce a provision does not waive its right to enforce that provision later.

  These Terms, the Privacy Policy, and any applicable order form, subscription agreement, proposal, or other written agreement govern the applicable VMC Service. If a separately signed agreement between VMC and a customer conflicts with these Terms, the signed agreement controls to the extent of the conflict.

  You may not assign these Terms without VMC’s written consent. VMC may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or transfer of the VMC business. Nothing in these Terms creates a partnership, agency, employment, fiduciary, or joint-venture relationship between VMC and a user.

  VMC is not liable for delay or failure caused by events beyond its reasonable control, including Internet or telecommunications failures, third-party platform failures, natural disasters, government actions, labor disruptions, cyberattacks, or other force-majeure events, to the extent permitted by law.