These Standard Terms and Conditions govern Your purchase and use of products and services
provided by UAB Marilana, a legal entity organized and existing under the laws of the Republic of
Lithuania (hereinafter referred to as the «Seller»), at www.simformer.com and www.virtonomics.com
(hereinafter referred to as the «Seller’s Website»).
THESE STANDARD TERMS AND CONDITIONS REPRESENT A BINDING AGREEMENT
BETWEEN SELLER AND YOU.
BY ACCEPTING THESE STANDARD TERMS AND CONDITIONS, EITHER BY CLICKING A BOX
INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ACQUISITION OF PRODUCTS AND
SERVICES, BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING SELLER’S WEBSITES
(INCLUDING REDIRECTIONS FROM THIRD PARTIES’ WEBSITES), YOU EXPRESSLY AGREE
TO BE BOUND BY THEM.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
AND ITS AFFILIATES TO THESE STANDARD TERMS AND CONDITIONS, IN WHICH CASE THE
TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO
NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE STANDARD TERMS
AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE
PRODUCTS AND SERVICES PROVIDED BY SELLER.
THESE STANDARD TERMS AND CONDITIONS INCORPORATE THE PROVISIONS OF
ALL TRANSACTIONS INVOLVING PURCHASES AND LICENSES FROM SELLER SHALL BE
GOVERNED BY THESE STANDARD TERMS AND CONDITIONS OR, IN SOME CASES, BY ANY
WRITTEN CONTRACT BETWEEN SELLER AND YOU EXECUTED BY THE BOTH PARTIES. IN
THE EVENT OF AN INCONSISTENCY BETWEEN THESE STANDARD TERMS AND
CONDITIONS AND SUCH CONTRACT PROVISIONS, THE LATTER SHALL TAKE
These Standard Terms and Conditions were last updated on May 28, 2015. They are effective
between You and Seller as of the date of Your accept.
“Agreement” means agreement made by and between Seller and You as a result of Your accept of
these Standard Terms and Conditions.
“Beta Services” means services provided by Seller that are not generally available to customers.
“Documentation” means product or service specifications, user guides, help and training materials, as
updated from time to time, that are not generally available on Seller’s Websites and provided to You
along with purchased product or service under authorized access.
“Order” means an ordering document specifying the purchased products and services to be provided
hereunder which is generated by You in Seller’s webshop.
“Seller’s webshop” means special areas (pages) located on any of Seller’s Websites, containing lists
related to each product or service and providing You necessary tools for purchase and payment.
“End User” means an individual who is authorized by You, in some cases allowed by product or
service specification, to have free access to product or service purchased by You.
"Seller" means UAB Marilana, registered and existing under the laws of Republic of Lithuania, whose
registered office is located at 12 Konstitucijos pr., Vilnius LT01001, Lithuania, as well as its affiliates.
"You" or "Your" means an individual or any legal entity for which you are accepting this Agreement.
2. PRODUCTS AND SERVICES
2.1. Seller provides products and services designed for purposes of business education and
development of personal management and professional skills (in form of on-line individual or multi-
users training courses, case-studies etc.), based on business simulation platform VIRTONOMICS™ ®.
The full list of currently available products and services with annotations and specifications is
presented in Seller’s webshop.
2.2. All prices indicated in Seller’s web-shop are subject to change without notice, except for those set
in written contract, executed both by You and Seller.
2.3. The prices of products and services do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added, sales, use or
withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). This is Your
responsibility to pay all taxes associated with Your purchases hereunder.
2.4. All software and other intellectual property, whether or not provided as a product or service, or a
part of them, are being provided by Seller under license and are not being sold.
2.5. No later than the next business day after Your purchase is completed, Seller will provide You with
credentials for access to the product and/or service purchased. The product and/or service are
considered delivered/activated upon You very first entry to Seller’s Website using credentials provided
3. SELLER’S RESPONSIBILITIES
3.1. Seller will
(a) make the products, services and Documentation available to You and End Users pursuant
to this Agreement and the applicable Order;
(b) provide standard support for the purchased products and services to You and End Users at
no additional charge;
(c) use commercially reasonable efforts to make the online purchased products and services
available 24 hours a day, 7 days a week, except for:
(i) planned downtime (of which Seller shall give at least 24 hours electronic notice);
(ii) any unavailability caused by circumstances beyond Seller’s reasonable control,
including but not limited to any act of government, flood, fire, earthquake, civil unrest,
act of terror, strikes, Internet service provider failure or delay.
3.2. Seller will maintain administrative, physical, and technical safeguards for protection of the
security, confidentiality and integrity of Your data. Those safeguards will include, but will not be limited
to, measures for preventing access, use, modification or disclosure of Your data by Seller’s personnel
(a) to provide the purchased products and services and prevent technical problems,
(b) as compelled by law in accordance with Section 7.3 below, or
(c) as You expressly permit in writing.
3.3. From time to time, Seller may invite You to try Beta Services at no charge. You may accept or
decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot,
limited release, developer preview, non-production, evaluation or by a description of similar import.
Beta Services are provided exclusively for evaluation purposes, and are not considered products and
services under this Agreement and may be subject to additional terms. Seller may discontinue Beta
Services at any time in its sole discretion and may never make them generally available. Seller will
have no liability for any harm or damage arising out of or in connection with a Beta Services.
4. USE OF PRODUCTS AND SERVICES
4.1. The products and services are purchased by completing an Order through Seller’s webshop,
basing on desired quantity, terms, additional options etc.
4.2. You will
(a) in case of purchase of multiuser products and services be responsible for End Users’
compliance with this Agreement,
(b) use commercially reasonable efforts to prevent unauthorized access to or use of products
and services, and notify Seller promptly of any such unauthorized access or use,
(c) use products and services only in accordance with the Documentation and applicable laws
and government regulations.
4.3. You will not
(a) make any product or service or Documentation available to, or use any product or service
or Documentation for the benefit of, anyone other than You or End Users,
(b) sell, resell, license, sublicense, distribute, rent or lease any product or service or
(c) use products and services to store or transmit infringing, libelous, or otherwise unlawful or
tortuous material, or to store or transmit material in violation of third-party privacy rights,
(d) use products and services to store or transmit harmful or tortious code,
(e) interfere with or disrupt the integrity or performance of any product or service or third-party
data contained therein,
(f) attempt to gain unauthorized access to any product or service or its related systems or
(g) permit direct or indirect access to or use of any product or service in a way that
circumvents usage limit set by this Agreement,
(h) copy any product or service or any part, feature, function or user interface thereof,
(i) copy content except as permitted herein,
(j) frame or mirror any part of any product or service, other than framing on Your own intranets
or otherwise for Your own internal business, training or educational purposes or as permitted in
(k) access any product or service in order to build a competitive product or service,
(l) reverse engineer any product or service (to the extent such restriction is permitted by law).
4.4. If Seller is required by a licensor to remove content, or receives information that content provided
by You may violate applicable law or third-party rights, or discovers that You use the Services for
distribution of any illegal content (such as propaganda of racism, national and/or religious and/or other
discrimination, incitements to terrorism and extremist actions etc.) Seller may so notify You and in
such event You will promptly remove such content from Your account. If You do not take required
action in accordance with the above, Seller may disable the applicable content and/or product or
service until the potential violation is resolved.
5. PAYMENTS FOR PRODUCTS AND SERVICES
5.1. You will pay all fees specified in Order. Except as otherwise specified herein,
(a) fees are based on prices of products and services purchased and not actual usage,
(b) payment obligations are non-cancelable and fees paid are non-refundable, once Your
access to products and/or services is activated.
5.2. Upon confirmation of Your Order You will be provided with invoice to be paid online via payment
tools, available on Seller’s webshop, or by bank transfer. Invoices are due 15 (fifteen) calendar days
from the invoice date inclusively, after which the invoice is considered void. You are responsible for
providing complete and accurate billing and contact information.
5.3. Your purchase is considered complete as of:
(a) in case of online payment – the date when Seller receives confirmation from its electronic
payment provider (e.g. PayPal),
(b) in case of bank transfer – the date when the funds enters the Seller’s bank account
provided that the transfer details include invoice date and number, that evidently allow to apply
the funds to Your Order.
5.4. You agree that Your purchases are not contingent upon the delivery of any future functionality or
features, or dependent on any oral or written public comments made by Seller regarding future
functionality or features.
5.5. Once a product and/or service is activated by You or End User, no refunds will be given. If a
product and/or service has not been activated and the activation code has not been seen or accessed
by any person, You shall be entitled to request a refund within 15 (fifteen) calendar days of purchase.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Subject to the limited rights expressly granted hereunder, Seller and its licensors reserve all of
their right, title and interest in and to products and services, including all of their related intellectual
property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. Seller grants to You a worldwide license, under Seller’s applicable intellectual property rights and
licenses, to use products and services acquired by You pursuant to Order(s), subject to those Orders,
this Agreement and the Documentation.
6.3. You grant Seller a worldwide license to host, copy, transmit and display Your data created by or
for You using products and services, as necessary for Seller to provide products and services in
accordance with this Agreement.
6.4. You grant to Seller a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate
into products and services any suggestion, enhancement request, recommendation, correction or
other feedback provided by You relating to the operation of the products and services.
7.1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the
other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the information and the
circumstances of disclosure. Your Confidential Information includes Your data; Seller’s Confidential
Information includes products and services; and Confidential Information of each party includes the
terms and conditions of this Agreement and all Orders (including pricing). However, Confidential
Information does not include any information that
(i) is or becomes generally known to the public without breach of any obligation owed to the
(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without
breach of any obligation owed to the Disclosing Party,
(iii) is received from a third party without breach of any obligation owed to the Disclosing Party,
(iv) was independently developed by the Receiving Party.
7.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of
its own confidential information of like kind (but not less than reasonable care)
(i) not to use any Confidential Information of the Disclosing Party for any purpose outside the
scope of this Agreement,
(ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to
Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and
contractors as well as End Users who need that access for purposes consistent with this
Neither party will disclose the terms of this Agreement or any Order to any third party other than its
affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a
party that makes any such disclosure to its affiliate, legal counsel or accountants will remain
responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this Section 7.2.
7.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing
Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is
compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil
proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the
disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling
and providing secure access to that Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1. Each party represents that it has validly entered into this Agreement and has the legal power to do
8.2. Seller warrants that
(a) this Agreement, the Orders and the Documentation accurately describe the applicable
administrative, physical, and technical safeguards for protection of the security, confidentiality
and integrity of Your Data,
(b) Seller will not materially decrease the overall security of the products and services
purchased by You during agreed term of use,
(c) the products and services purchased by You will perform materially in accordance with the
(d) the products and services purchased by You will not introduce malicious code (i.e. code,
files, scripts, agents or programs intended to do harm, including, for example, viruses, worms,
time bombs and Trojan horses) into Your systems.
8.3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY
OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH
PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT
AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY
WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING
9. MUTUAL INDEMNIFICATION
9.1. Seller will defend You against any claim, demand, suit or proceeding made or brought against You
by a third party alleging that the use of products and services in accordance with this Agreement
infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and
will indemnify You from any damages, attorney fees and costs finally awarded against You as a result
of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided
(a) promptly give to Seller written notice of the Claim Against You,
(b) give to Seller sole control of the defense and settlement of the Claim Against You (except
that Seller may not settle any Claim Against You unless it unconditionally releases You of all
(c) give to Seller all reasonable assistance, at Seller’s expense.
If Seller receives information about an infringement or misappropriation claim related to products and
services, Seller may in its discretion and at no cost to You
(i) modify the products and services so that it no longer infringes or misappropriates, without
breaching Seller’s warranties under Section 8.2,
(ii) obtain a license for Your continued use of those products and services in accordance with
this Agreement, or
(iii) terminate Your subscriptions for those products and services upon 30 days’ written notice
and refund You any prepaid fees covering the remainder of the term of the terminated
The above defense and indemnification obligations do not apply to the extent a Claim Against You
arises from Your breach of this Agreement.
9.2. You will defend Seller against any claim, demand, suit or proceeding made or brought against it by
a third party alleging that Your data, or Your use of any product and/or service in breach of this
Agreement, infringes or misappropriates such third party’s intellectual property rights or violates
applicable law (a “Claim Against Seller”), and will indemnify Seller from any damages, attorney fees
and costs finally awarded against it as a result of, or for any amounts paid by Seller under a court-
approved settlement of, a Claim Against Seller, provided Seller
(i) promptly give You written notice of the Claim Against Seller,
(ii) give You sole control of the defense and settlement of the Claim Against Seller (except that
You may not settle any Claim Against Seller unless it unconditionally releases Seller of all
(c) give You all reasonable assistance, at Your expense.
9.3. Seller will not interfere in and will never be responsible for relationships between You and Your
End Users, other than those related to technical issues of functionality of products and services. You
will defend Seller against any claim, demand, suit or proceeding made or brought against it by Your
End Users alleging that Your use of any data, content, product or service infringes or misappropriates
such End Users’ intellectual property rights or causes for them any damages and/or lost profits. You
will indemnify Seller from any damages, attorney fees and costs finally awarded against it as a result
of, or for any amounts paid by Seller under a court-approved settlement of, a Claim Against Seller.
9.4. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive
remedy against, the other party for any type of claim described in this Section 9.
10. LIMITATION OF LIABILITY
10.1 NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT
OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU
HEREUNDER IN THE SIX MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO
EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. HOWEVER,
THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS HEREUNDER.
10.2. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR
ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, EVEN
IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. TERM AND TERMINATION
11.1 This Agreement commences on the date You first accept it and remains valid until all products
and services hereunder have expired or have been terminated.
11.2. The term of each product and/or service purchased by You shall be as specified in the applicable
Order. Any further use of such product and/or service is effective by completing and paying of a new
Order, either for the same product and/or service or an additional option.
11.3. A party may terminate this Agreement for cause
(i) upon 30 days written notice to the other party of a material breach if such breach remains
uncured at the expiration of such period, or
(ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4. If this Agreement is terminated by You in accordance with Section 11.3, Seller will refund You
any prepaid fees covering the remainder of the term of all Orders after the effective date of
termination. In no event will termination relieve You of Your obligation to pay any fees payable to Seller
for the period prior to the effective date of termination.
11.5. The Sections related to fees and payments for products and services, proprietary rights,
confidentiality, disclaimers, mutual Indemnification, limitation of liabilities, refunds or payment upon
termination, and general provisions will survive any termination or expiration of this Agreement.
12.1. You should direct notices to Seller under this Agreement by phone, mail, e-mail according to the
contact information published or by chat and feed-back forms accessible on Seller’s Website.
12.2. All notices addressed by Seller to You should be delivered, if not otherwise stated in written
contracts and approved by the parties, through notification means by e-mail indicated by You during
13. GOVERNING LAW AND JURISDICTION
13.1. This Agreement shall be governed and construed in accordance with the laws of the Republic of
Lithuania, without regard to the conflicts of law rules thereof.
13.2. For the avoidance of doubt, Seller is entering into this Agreement as principal and not as agent
for any of its affiliates. Subject to any permitted assignment under Section 14.2, the obligations owed
by Seller under this Agreement shall be owed to You solely by Seller and the obligations owed by You
under this Agreement shall be owed solely to Seller.
14. GENERAL PROVISIONS
14.1. This Agreement is the entire agreement between You and Seller regarding Your use of products
and services and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter.
14.2. Neither party may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided,
however, either party may assign this Agreement in its entirety (including all Orders), without the other
party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or
sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells
substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the
other party, then such other party may terminate this Agreement upon written notice. In the event of
such a termination, Seller will refund to You any prepaid fees covering the remainder of the term of all
subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties,
their respective successors and permitted assigns.
14.3. The parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.4. No failure or delay by either party in exercising any right under this Agreement will constitute a
waiver of that right.
14.5. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision will be deemed null and void, and the remaining provisions of this Agreement will
remain in effect.
“Financial Information” means Personal Information of a financial nature, such as Your credit card or bank account number.
“Personal Information” means information about You that Seller collects from You and End Users that may be used to identify You as a specific individual or legal entity.
“Related Parties" means parties other than You that collaborate with Seller in connection with products and/or services that Seller provides to You.
2. Information Collected
Seller collects information from You and End Users whenever You and End Users visit or use Website, some of which You provide voluntarily and some of which is collected automatically. The information that You provide to Seller includes Your Personal Information as well as Your responses, decisions, and other actions during use of products and services, provided by Seller.
Seller also may receive information about You from third parties, whenever You sign in to Website using Your third party credentials. Seller collects other information to the extent that You have agreed may be provided by that third party, such as username, name, e-mail address etc. Seller collects this information so that it can be used for the purposes explained in this Policy.
Seller implements and maintains reasonable security practices to protect against the unauthorized access, use, modification, destruction or disclosure of Your Personal Information.
3. Use of Personal Information
Seller does not sell, rent or lease Your Personal Information to others. Seller may collect, use, and disclose Personal Information for the following purposes:
(a) to authenticate Your login and determine Your eligibility for Seller’s products and services,
(b) to provide You products and services, including related Documentation,
(c) to respond to Your inquiries and provide You customer support,
(d) to enquire Your opinion and assessment of Website performance,
(e) to enquire Your opinion and assessment of quality of products and services,
(f) to inform You about new products and services, promotion and marketing events, other opportunities and features being offered by Seller,
(g) to analyze how Website, products and services are being accessed and used by You and End Users,
(h) to prevent misuse of Websites and products and services by You or End Users,
(i) to record and analyze Your academic performance, results, outcomes and preferences,
(j) to obtain and process payment for products and services,
(k) to maintain business records,
(l) in some other cases as may be compelled by law.
4. USE OF Financial Information
Your Financial Information will be used to provide requested products and services, to analyze operational and business results. It will never be sold, rented, or otherwise transferred to anyone for any other purpose.
Seller uses the services of a third-party service provider to process credit or debit card payments. Therefore, Seller itself will not have access to Your credit or debit card information.
5. Internet Technologies Used
Cookies, pixel tags, and other relevant internet technologies are used on Website to collect information, to save your login information for future logins to Website, to enable certain features of Website as well as those of products and services, to better understand how you interact with Website and to monitor aggregate usage and web traffic routing on the Website.
Cookies reside in Your computer and browser and can be removed by You on Your sole discretion. If You desire to remove such technologies You may do so, but this may cause problems in Your use of Website.
6. Other Websites
In order to facilitate Your easy and prompt access to Related parties’ websites (e.g. www.virtonomics.com) Seller will automatically submit Your Personal Information such as username and e-mail address.
Seller’s Website may contain links to other websites. Some of them may collect Your Personal Information and may apply their own policies on how Your Personal Information is used. Please read all applicable policies of all websites You visit. Seller is not responsible for the privacy practices and security measures of anyone else’s websites.