Last Updated: August 30, 2023.
Welcome to the VeryGoodGraphics LTD (“VGG”, “us” “we” or “our”) website. Please read these Terms of Service (the “Terms”) carefully because they govern your use of our websites, our mobile and desktop applications (“Apps”), application programming interfaces (“APIs”), our software development kits (“SDKs”) and our collaboration tools and other products and services we may later own or operate (collectively, with the Sites, Apps, APIs, and SDKs, the “Services”).
By using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services. If you are accessing and using the Services on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, references to "you" and "your" will refer to that company or legal entity.
We reserve the right to modify the Terms at any time at our sole discretion. If we make any changes, we will notify you by posting the modified Terms on the website or through other means of communication. If you continue to use the Services after such modifications, it signifies your agreement to the updated Terms. We also have the right to change or discontinue any part of the Services, at any time and without prior notice, at our sole discretion.
To use the Services, you must be of legal age to provide consent to share your data under the applicable law. For instance, if you are in the United States, you must be at least 13 years old, and if you are in the European Union, you must be at least 16 years old. You should be able to provide consent independently, without requiring permission from a parent or guardian.
Unless expressly authorized in these Terms, you and your Authorized Users must not engage in the following activities:
You may not use the Services to publish or distribute any information (including software or other content) which is illegal, which violates or infringes upon the rights of any other person, which is defamatory, abusive, hateful, profane, pornographic, threatening or vulgar, which contains errors, viruses or other harmful components, or which is otherwise actionable at law.
You are required to adhere to VGG's Acceptable Use Policy, and you must ensure that your Authorized Users also comply with this policy. The Acceptable Use Policy can be found at https://verygoodgraphics.com
During the registration process, you must provide an administrative username and password for your VGG account. You confirm that all the information provided during registration, including the list of domains owned or controlled by you for domain capture purposes, is accurate, truthful, and complete. It is your responsibility to ensure the accuracy of this information and maintain control over your account, including the confidentiality of your username and password. You are solely liable and responsible for all activities that occur on your account and the accounts of your Authorized Users, regardless of whether they were authorized by you.
When you provide Feedback, you are granting VGG the right to freely utilize and work with it to enhance the Services. By doing so, you are transferring and assigning all rights, including intellectual property rights, to the Feedback. This includes waiving any "moral rights" you may have in the Feedback. Additionally, VGG has the right to collect and analyze data and other information pertaining to the Services in order to improve and enhance its products and services.
VGG retains ownership of all rights, title, and interest in the Services. As for the application(s) and/or material(s) you develop or upload to the Services (referred to as "User Content"), you retain ownership of all rights, title, and interest in them. Unless expressly stated in the Terms, each party maintains ownership of their respective intellectual property rights. The Terms do not imply any licenses, covenants, immunities, transfers, authorizations, or other rights, whether by statute, estoppel, or otherwise, except as explicitly stated.
“Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against VGG or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms.
Subject to the terms and conditions outlined in these Terms, you are granted a limited, non-exclusive, non-transferable, and non-sublicensable license worldwide to access and use the Services. This license is contingent upon the following conditions: (1) the jurisdictions you reside in are not embargoed or designated as supporting terrorist activities by The People's Republic of China, and (2) the laws of your jurisdiction allow for engaging in business with VGG and the use of the Services. The license allows you to access and use the Services for your internal business or personal purposes, depending on your account type. If you have a free account, you can use the Services for business or personal purposes. However, paid accounts are specifically intended for business use and may not be used for personal or other non-commercial purposes.
You may enjoy your monthly free-service package provided by VGG. You shall pay for any service out of monthly free-service package("charged services") according to our charging policy. And once you pay for the charged services, VGG will not offer any refund.
We, as the Discloser, may disclose proprietary or non-public business, technical, financial, or other information (referred to as "Confidential Information") to you, the Recipient. Our Confidential Information includes non-public details about the features, functionality, and performance of the Services, including security-related information.
The Recipient agrees to use the Discloser's Confidential Information solely for the purpose of evaluating whether to use or continue using the Services. The Recipient will not disclose the Discloser's Confidential Information to any party other than its employees, contractors, affiliates, agents, or professional advisors ("Representatives") who have a legal obligation to maintain confidentiality. The Recipient will ensure that its Representatives are bound by confidentiality obligations that are no less restrictive than those stated in these Terms. However, the Recipient may disclose the Discloser's Confidential Information in the following cases: (a) as directed by the Discloser, or (b) to the extent required by applicable legal process, provided that the Recipient makes commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser's reasonable requests concerning opposition to the disclosure. These obligations will remain in effect as long as the Terms are in effect between the parties and for a period of five years thereafter.
In the event of any loss or corruption of data associated with the Services, VGG will make commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by VGG.
EXCEPT FOR THE FOREGOING, VGG WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.
We do not guarantee that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We do not provide warranties regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Services. We also do not guarantee data retention or preservation.
EXCEPT AS SET FORTH IN SECTION 6.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
VGG DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF VGG’S ORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, AND CODE COMPONENTS (“NON-VGG RESOURCES”). NON-VGG RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT VGG, AND ANY USE OF NON-VGG RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER.
You are responsible for indemnifying and defending VGG, along with its officers, directors, employees, and agents, against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including reasonable legal and accounting fees) that arise from or are related to: (i) your access to or use of the Services; (ii) your User Content; or (iii) your violation of these Terms.
NEITHER VGG NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VGG HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
VGG’s Developer Terms available at (www.verygoodgraphics/developer-terms) apply to any use by you of VGG’s Application Programming Interfaces (APIs), Software Development Kits (SDKs), and related documentation.
The terms set forth on Exhibit A apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an "App Provider").
Our Privacy Policy (www.verygoodgraphics.com/privacy) governs how we collect, use and disclose information from the Services.
VGG respects copyright law and expects its users to do the same. VGG’s Copyright and IP Policy applies to you and is available at www.verygoodgraphics.com/copyright-and-ip-policy
VGG’s Trademark Guidelines apply to any use by You of VGG’s Marks. If You or your Authorized Users use VGG’s Marks, You will comply with, and will ensure your Authorized Users comply with, VGG’s Trademark Guidelines, available at www.verygoodgraphics.com/using-the-verygoodgraphics-brand/
VGG will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance. If VGG believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at VGG’s sole discretion.
Any notices or other communications provided by VGG under these Terms, including those regarding modifications to these Terms, will be given by VGG: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
Certain features of the Services may allow you to participate in teams, groups or organizations (each a “Group”). In those situations, the administrator, owner, or equivalent of the Group (“Admin”) is responsible for the compliance of these Terms by each other member of the Group, payment of the Subscription Fee (if applicable), and all matters related to the Group. For clarity, each member of the Group is still responsible for their own compliance with these Terms.
These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.
For the avoidance of doubt, VGG may engage third parties as service providers to the Services.
No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.
You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.
If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and VGG arising out of or relating to these Terms or the Services will be resolved exclusively accordingly to the process set forth in Section 11.14, except that, to the extent legally permitted, (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (2) the losing party will pay the prevailing party for all costs and attorney’s fees and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
Whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.”
Product features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by VGG are provided to you for testing purposes only, and VGG does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. VGG may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations.
These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by VGG, unless VGG specifically references this clause and waives its rights.