Terms and Conditions
Introduction
Welcome to the VG Soft Website. By accessing and using the Website, you acknowledge that you have read, understood, and agree to comply with the terms and conditions outlined in this agreement (the "Terms"). Our Privacy Policy, detailing our data handling practices, is available upon request.
Before using the Website, it's important that you carefully review these Terms. If you have any questions or if these Terms are unclear, please refrain from using the Website and don't hesitate to contact us at support@vgsoft.co for clarification.
By indicating your acceptance and accessing the Website and the System, you affirm that you have the authority to enter into these Terms on your own behalf and on behalf of any individual using the System through your account. You also commit to ensuring that all such individuals are bound by these terms. If you or your designated users choose not to be bound by these terms, the use of the Website or the System is prohibited.
These Terms constitute a legal agreement between Very Good Software Co., a limited liability company based in Kansas ("VG Soft"), each Customer, and VG Soft and each User, as applicable. The effectiveness of these Terms is based on the date when the Customer becomes a "Customer" or when the User starts using this Website (referred to as the "Effective Date").
Scope
These Terms apply solely to the Website and do not extend to any other websites, even if controlled by VG Soft and linked to the Website. For terms of use or privacy policies of linked websites, Users and Customers should refer to the policies of those specific websites.
Changes to these Terms will take effect immediately upon being posted on the Website, unless otherwise specified. VG Soft reserves the right to modify the contents of the Website at any time, with or without prior notice.
Definitions
"Content" refers to any and all material, whether digital, electronic, posted, deleted, archived, embedded, or linked on the Website, including data, text (across all pages of the Website), images, graphics (excluding third-party trademarks and intellectual property), code or programming (both client-side and server-side), databases, and any other material provided by VG Soft or submitted by Users or Customers.
"Customer" pertains to the individual or entity who accepted these Terms by clicking the designated button or link on the Website.
"Services" encompass the products or services offered by or through VG Soft, including subscriptions to the System.
"System" denotes the VG Soft software-as-a-service offering connected to the Website.
"User" refers to any person or entity accessing the Website without the role of a "Customer."
"Visitor" is any person who fulfills the role of a User or Customer.
"Website" means the website located at vgsoft.co.
Service
VG Soft will grant the Customer access to the System in accordance with the terms outlined in this agreement. VG Soft retains full ownership and rights, including Intellectual Property Rights, to the System under the patent, copyright, and trademark laws of the United States and other applicable jurisdictions.
Claims Submission Facilitation
The Company may assist or facilitate the submission of certain claims or documentation on behalf of the Client through a third-party clearinghouse (e.g., Claim.md). The Company’s role is limited to submitting information provided by the Client; the Client remains responsible for the accuracy, completeness, and legality of all data.
No Guarantee of Acceptance or Payment
The Company does not guarantee the accuracy of the Client’s submissions or the outcome of any claims (including whether they will be paid, denied, or partially covered). The Client acknowledges that the Company has no control over any third parties (including the clearinghouse or insurance providers) and is not liable for any errors, delays, or decisions made by these entities.
Ownership
Ownership of Customer-Furnished Items: The Customer grants VG Soft a limited, non-transferable, non-exclusive license to utilize Customer-Furnished Items as necessary to fulfill VG Soft's obligations under these Terms. "Customer-Furnished Items" encompass information and data owned or controlled by the Customer and supplied to VG Soft for use in connection with the System.
The Customer acknowledges that VG Soft may need to share some Customer-Furnished Items with third parties as directed by the Customer, for specific features of the System, either now or in the future. It's the Customer's responsibility to define safeguards or restrictions for third-party use of Customer-Furnished Items.
Ownership of Inventions: In the course of performing obligations under these Terms, VG Soft or its affiliates may develop, create, or use computer programs, software, concepts, methods, processes (including the System), and any improvements or modifications ("Inventions"). All rights, including Intellectual Property Rights, to these Inventions will remain with VG Soft. The Customer waives any rights to Inventions in connection with these Terms.
Subscription
Subscription: The Customer subscribes to access the features and functions provided by the System (the "Subscription").
Current pricing for these tiers is available at vgsoft.co/login and is subject to change at any time. Subscription prices will be updated before each renewal.
Types of Subscriptions: Monthly with auto-renewal
If the Customer's subscription includes automatic renewal, it will renew at the beginning of each period, subject to payment. To cancel renewal, the Customer must complete the cancellation process before the renewal date.
Additional Terms
The System will be hosted on servers under VG Soft's control, where data from multiple customers and users may be stored. VG Soft will strive to ensure continuous availability of the System, addressing service outages promptly and minimizing periods of unavailability due to circumstances under VG Soft's control, such as planned maintenance and upgrades, in line with industry standards and system security requirements.
Limited Reliance
The System is designed solely for the Customer's use. The Customer is prohibited from disclosing the System to anyone except:
The Customer's employees
Independent contractors of the Customer, solely for the purpose of providing services related to these Terms
All Authorized Users must adhere to usage and disclosure restrictions set forth in these Terms. The Customer is liable for any non-compliance by Authorized Users. VG Soft may suspend or terminate an Authorized User's access to the System if there's a good-faith belief of non-compliance.
Updates
VG Soft may provide Updates, modifications, or enhancements to the System. These will be made available to the Customer upon commercial release. An "Update" includes procedures or new program code implemented by VG Soft to correct errors, ensure compatibility with supported operating systems, or enhance System functionality.
Usage
General Use of This Website
VG Soft grants each User a limited license to view and use the Website solely to engage with the Website as a User. Users may use the Website only in a manner consistent with their genuine personal or internal business needs.
A Visitor is responsible for, and liable to VG Soft for, (1) any authorized or permitted use of the Website by individuals authorized by the Visitor, including any use that violates the AUP or other requirements of these Terms applicable to the Visitor; and (2) any use of the System through the Visitor's account, whether authorized or unauthorized. The Visitor may, at its discretion, establish the liability of such individuals for their actions or omissions.
A Customer must take reasonable steps to prevent unauthorized access to the System, including safeguarding passwords and log-in information. The Customer must promptly inform VG Soft upon becoming aware of any compromise of log-in information.
The Customer must immediately notify VG Soft of any known or suspected unauthorized use of the System or breach of security and take reasonable measures to address and resolve such breaches.
Restrictions on Use of the Website
Any unauthorized use by a User or on their behalf, including as described in this Section 6.2, will automatically terminate the license granted by VG Soft, and the User may not thereafter use the Website for any personal or business purpose.
Except as provided in these Terms or by the Website itself, a Visitor may not:
Use (or plan, encourage, or assist others to use) the Website for any purpose or manner prohibited by these Terms or applicable law.
Download (except page caching), excerpt, summarize, copy, or create derivative works from any part of the Website.
Extract information from the Website through data mining, robots, spiders, or similar tools.
Interfere with the proper operation of the Website, including attempting to penetrate non-publicly accessible elements, using bots, Trojan horses, viruses, DNS attacks, or other disruptive technology.
Circumvent or attempt to circumvent security or access controls on the Website or its servers and networks.
Engage in commercial endeavors, including pyramid schemes, network marketing, Ponzi schemes, or similar activities.
Impersonate or misrepresent connection to another entity or person.
Disrupt communication flow or hinder Users' ability to use the Website.
Advocate illegal activity or intend to commit an illegal act or violate any applicable law.
Termination of Access
Use of this Website is not a legal right. VG Soft reserves the right to suspend or terminate a User's access to the Website at any time, for any reason or no reason, in VG Soft's discretion, without considering the impact on the User.
VG Soft may immediately suspend or terminate a person's access to the Website or System, without advance notice, if VG Soft believes in good faith there has been a violation of these Terms or any other applicable agreement. VG Soft will strive to provide written notice to the Visitor as soon as practicable following any termination or suspension of access. VG Soft may enforce or not enforce the AUP or these Terms against a Customer, User, or other person as it determines from time to time.
User-Generated Content
The Website may enable Users or Customers to post information or data in various forms to dedicated sections of the Website, such as support forums or similar message boards. These sections, unless otherwise specified, aim to support the business of VG Soft and the related needs of its Users and Customers.
"User-Generated Content" refers to any content created or publicly posted by a User or Customer on the Website.
License
Each Visitor hereby irrevocably grants VG Soft a worldwide, perpetual, fully paid, royalty-free, non-exclusive, sub-licensable, transferable right to use, publish, broadcast, post online, and copyright (1) the Visitor's name, voice, picture, portrait, and likeness ("Identity Materials") as they appear in connection with the User-Generated Content and (2) the User-Generated Content for advertising, marketing, and promoting VG Soft, its products and services, or its events, by any means, media, devices, processes, and technology, whether now known or hereafter developed. Each Visitor acknowledges that VG Soft may modify the User-Generated Content for formatting, navigation, integration, or other purposes, provided that VG Soft makes good-faith efforts to ensure that such modifications do not materially distort the User-Generated Content.
Each Visitor hereby waives and shall not enforce any conflicting rights in the User-Generated Content, including any moral rights that the Visitor may have under applicable law.
Each Visitor consents to the appearance and use of the Identity Materials in advertisements, promotional media, or other media without submitting such proposed uses to the Visitor for further approval. Each Visitor releases VG Soft from any liability for any distortion or illusionary effect resulting from the publication of the Visitor's Identity Materials.
VG Soft is not obligated to use the rights granted by the Visitor but retains the option to do so.
Representations
Each Visitor represents to VG Soft that:
The Visitor possesses the necessary authority to grant the rights described in these Terms.
The Visitor created the User-Generated Content or holds the necessary rights to publish it on the Website.
The Visitor has the necessary rights and consents to publish the Identity Materials of any person appearing in the Visitor's User-Generated Content.
Granting rights to VG Soft under these Terms will not violate the rights of any third party or breach any applicable laws, including consumer protection, privacy, copyright, trademark, unfair competition, and trade laws.
The User-Generated Content does not violate any provision of these Terms, is free of viruses or other harmful code, and is not defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive, or otherwise unlawful.
User-Generated Content posted to the System is governed by the terms applicable to the System and a Customer's Subscription.
VG Soft is not under an obligation to review or monitor the Content or other information submitted to the Website by third parties. VG Soft may review some, none, or all of the information submitted to the Website. VG Soft reserves the right to remove, edit, or reject any information submitted to the Website for any reason or no reason. The Visitor bears the responsibility of verifying the accuracy of any posted information through their own independent investigation.
Information Visitors Provide
If a Visitor chooses to provide personal information via this Website that is not User-Generated Content, the information will be used only for the purposes described in the Privacy Policy vgsoft.co/privacy. The Company may collect or share certain information based on the Visitor's usage of the Website, as described in, and subject to, the Privacy Policy. Information posted to the System is governed by the terms applicable to the System and any applicable Subscription.
To facilitate communications between VG Soft and each Visitor, this Website offers Visitors the ability to contact VG Soft. While VG Soft strives to protect and secure its online communications and uses security measures detailed in the Privacy Policy to protect Visitor information, both Visitors and VG Soft acknowledge that no data transmitted over the Internet can be guaranteed to be completely secure. The Visitor agrees to release VG Soft from any liability for unaccepted or unprocessed email instructions or requests and from any loss or damage arising from unauthorized third-party use of information sent by email. If a Visitor wishes to transmit sensitive information to VG Soft, they should contact VG Soft without including the sensitive information to arrange a more secure means of communication.
Prohibited Information
Visitors should not send confidential or proprietary information or trade secrets through the Website. Such information is not protected by any confidentiality agreement, and each Visitor assumes the risk of doing so.
Information Restrictions
Information submitted through the Website or otherwise must not contain:
Commercial speech, such as links to other websites, solicitation of money, offer of securities, chain letters, pyramid schemes, or spam.
Intellectual property of a third party, including trade secrets, except in accordance with applicable law (fair use or appropriate permission) or without infringing such IP rights.
Material that is false, misleading, impersonating another person, or misstating identity, gender, or age.
Material that is harmful, threatening, abusive, tortious, defamatory, obscene, invasive of another's privacy, or otherwise unlawful.
Viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components or links to such items.
Any robot, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or reproduce or circumvent the Website's navigational structure or presentation.
Acceptable Use Policy
Acceptable Use for Customers
The Customer shall not, as applicable:
Sell, re-license, rent, lease, or provide service bureau or timeshare access to the System.
Use the System to provide the same or similar services to third parties, except through the System itself.
Disclose the System to or permit access to the System by any third party, including individuals, customers, organizations, or entities, or their employees or agents, without the express prior written consent of VG Soft. This applies whether on a for-profit, loan, gratuitous, temporary, or other basis, and whether through consulting, training, or other services provided by the Customer, or in any other manner.
Unacceptable Use
VG Soft requires all Visitors and other users of the Website to conduct themselves with respect for others. In their use of the Website and the System, Visitors shall observe the following rules:
Abusive Behavior: Do not harass, threaten, or defame any person. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.
Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each person's written permission. Do not cooperate in or facilitate identity theft.
Intellectual Property: Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder. VG Soft may, in appropriate circumstances, terminate or suspend use of the Website of Visitors who infringe the intellectual property rights of others.
Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Website or the System. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial-of-service attack, or interfere with the functioning of any computer, communications system, or website. Do not attempt to access or interfere with the accounts of other users of the Website.
Violations of Law: Do not violate any law.
Consequences of Violation
Violation of this acceptable use policy (this "AUP") may lead to suspension or termination of the Visitor's account or the initiation of legal action. Additionally, the User or Customer may be required to cover the costs of investigation and remedial action related to AUP violations. VG Soft reserves the right to take any other remedial action that it determines in good faith is necessary or advisable.
Reporting Unacceptable Use
VG Soft requests that anyone with information about a violation of this AUP report it at support@vgsoft.co. Please provide the date, time (with time zone) of the violation, identifying information of the violator, including email or IP (Internet Protocol) address if available, and details of the violation.
Disclosure
VG Soft reserves the right to cooperate with law enforcement authorities or court orders requesting or directing VG Soft to disclose the identity of anyone posting messages or making available materials believed to violate these Terms or applicable law.
Each Visitor consents to VG Soft's disclosure, without the Visitor's further consent or notice, of the Visitor's IP address, username, name, IP location, or other information as required by any subpoena issued to VG Soft by a court or from a law enforcement or government agency. VG Soft may challenge any such subpoena on legal grounds but is not required to do so.
Revisions to the AUP
VG Soft may change this AUP at any time by posting a new version on this page on the Website. The new version will become effective on the date of such notice.
Limited Support
VG Soft will provide maintenance support to the Customer for the following purposes:
To address the Customer's queries related to the use of the System.
To assist in resolving issues encountered during the Customer's utilization of the System.
End-user support is available to the Customer by contacting VG Soft at support@vgsoft.co. VG Soft offers extended support options that the Customer may choose, including:
Telephone
Video conferencing
Customer Responsibilities
The Customer shall assume sole responsibility for:
The performance of its personnel and agents.
Ensuring the accuracy and completeness of all Customer-Furnished Items.
Maintaining all software, hardware, and other equipment required to access and use the System.
Safeguarding and maintaining all necessary rights for the utilization of any Customer-Furnished Items in conjunction with the System.
Acquiring and supplying the Customer-Furnished Items in accordance with all pertinent laws and regulations.
Payment
The Customer gains access to the System based on the fees and duration selected during the signup and Checkout Process on the Website. Payment is due upon receipt of the invoice or upon the completion of the checkout process, unless otherwise specified in a written agreement. Subscription fees do not include applicable sales taxes or similar charges, which are the Customer’s responsibility.
Because VG Soft may not store the Customer’s payment information, the Customer is responsible for providing updated billing details as needed and for paying any invoice sent by VG Soft in a timely manner.
No Refunds
All payments are final and nonrefundable. If the Customer cancels a Subscription mid-billing cycle, the Customer remains responsible for the entire month (or billing period) in which the cancellation occurs. No prorations or credits will be issued.
Payment Failure
If the Customer’s chosen payment method becomes invalid or inaccessible, VG Soft will make commercially reasonable efforts to obtain updated payment information from the Customer or issue a direct invoice that the Customer must pay. If payment remains outstanding for thirty (30) consecutive days past its due date and the Customer does not provide updated payment details or settle the invoice, VG Soft reserves the right to immediately suspend or terminate the Customer’s subscription without further notice. Any such suspension or termination does not relieve the Customer of the obligation to pay all accrued fees and costs for the entire month in which cancellation or termination occurs.
If the Customer has an outstanding balance, the Customer will not be eligible to receive any support services from VG Soft until that balance is paid in full.
Cancellation
The Customer retains the prerogative to cancel a Subscription at any point while the Subscription is active by providing timely notice of non-renewal. The Subscription will remain active until its expiration date, allowing the Customer continued access to the System for the remainder of the Subscription period. Please note that fees for canceled Subscriptions are non-refundable.
Term; Termination
These Terms shall become effective on the Effective Date and shall persist until terminated in accordance with their stipulated conditions. Either party possesses the right to terminate their agreement to these Terms in the event of a material breach by the other party, subject to a three (3) days' prior written notice. The party in breach has the opportunity to rectify the breach within said notice period.
Upon the termination of these Terms for any reason, the Customer's subscription to the System shall be promptly terminated, resulting in the Customer's loss of access to the System. After the termination of the Terms, VG Soft shall no longer have an obligation to host any Customer-Furnished Items as per these Terms. It is recommended that the Customer retain copies of all Customer-Furnished Items uploaded to the System. VG Soft shall make diligent efforts to inform the Customer periodically regarding the availability of backup, download, or other data access services, whether at no cost or for a fee.
Confidentiality; Data Protection; Cooperation
Confidentiality
To the extent that, in connection with these Terms, either VG Soft or the Customer (each, a "Receiving Party") comes into possession of any Confidential Information of the other (a "Disclosing Party"), the Receiving Party shall not disclose such information to any third party without the Disclosing Party's consent, using at least the same degree of care as the Receiving Party employs in maintaining the confidence of its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. "Confidential Information" means all non-public information that should reasonably be understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, including information relating to the Disclosing Party's business, properties, methods of operation, software, trade secrets, inventions, discoveries, know-how, and other intellectual property and specifically includes the Service and each Project. "Confidential Information" includes these Terms. Confidential Information may be disclosed in written or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.
Limited Use
The Receiving Party shall use the Confidential Information only in connection with the performance of its obligations and the enforcement of its rights under these Terms. The Disclosing Party hereby consents to the Receiving Party's disclosure of such Confidential Information (1) as expressly permitted by these Terms, (2) to contractors, whether located within or outside of the United States, that are performing services in connection with these Terms and that have agreed in writing to be bound by confidentiality obligations similar to those in these Terms, (3) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining to these Terms, or (4) to the extent such information (A) is or becomes publicly available other than as the result of a disclosure in breach of these Terms, (B) becomes available to the Receiving Party on a non-confidential basis from a source that the Receiving Party believes is not prohibited from disclosing such information, (C) is already known by the Receiving Party without any obligation of confidentiality with respect to it, or (D) is developed by the Receiving Party independent of any disclosures of such information by the Disclosing Party.
Intellectual Property
Rights
VG Soft owns all intellectual property rights relating to the VG Soft brand and other content, including copyright, trademark, service mark, trade name, trade dress, logo, patents and patentable subject matter, trade secrets, and data elements and other Content that has or provides the "look and feel" of the VG Soft brand image, as well as its own Content, including the text, graphics, programming (including source and object code), photographs, video, and audio contained in the Website or the System (the "Intellectual Property"). All other intellectual property not owned by VG Soft is the property of its respective owner or licensee, as the case may be.
VG Soft reserves all rights to all of its Intellectual Property. A visitor's use of the Website does not grant to the Visitor any rights or licenses relating to the Intellectual Property, except as expressly provided for in these Terms. A Visitor may not display, copy, modify, create derivative works of, sell, or distribute any of the Intellectual Property, or use it in any other way for public or commercial purposes except in accordance with these Terms and the intended purpose of the Website.
Subject to the Privacy Policy, any information, materials, suggestions, ideas, or comments that a Visitor sends to VG Soft (each, a "Submission") are deemed non-confidential. By sending a Submission, the Visitor hereby grants, will grants, and agrees to grant VG Soft an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform, and distribute the Submission for any purpose whatsoever (commercial or otherwise), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, with no payment or other compensation to the Visitor. This grant includes the right to use the Submissions and any ideas, concepts, or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, or marketing products or services. VG Soft may use any such Submissions without obligation.
Third-Party Intellectual Property
VG Soft will respond to claims of copyright and trademark infringement in accordance with applicable law. The Company will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under applicable law, including the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(2).
Reporting Infringement
Only the intellectual property rights owner may report potentially infringing items through this reporting system. A person who is not the intellectual property rights owner should contact the intellectual property rights owner, who can choose whether to use the procedures set forth in these Terms.
If the intellectual property rights owner believes their work is the subject of copyright infringement or a trademark infringement, they must provide VG Soft's copyright agent with the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit VG Soft to locate the material;
Information reasonably sufficient to permit VG Soft to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Send the reporting information to the agent for notice of claims of copyright or trademark infringement as follows: By email: support@vgsoft.co By mail: P.O. Box 545, Basehor, KS, Kansas 66007
Please note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing is subject to liability for damages.
Once a proper, bona fide notification of infringement is received by the designated agent, VG Soft's policy is to:
Remove or disable access to the allegedly infringing material;
Notify the Visitor whose material has been removed or disabled; and
For repeat, flagrant, or bad-faith offenders, remove the allegedly infringing material from the Website and, in VG Soft's discretion, terminate the Visitor's access to the Website and the System.
Responding to a Notice of Infringement
After receiving a notice of infringement, the recipient may elect to send VG Soft a counter-notice. To be effective, the notice must be in writing, provided to our designated agent, and include substantially the following (please see 17 U.S.C. §512(g)(3) to confirm these requirements):
A physical or electronic signature of the recipient;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the recipient has a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
The recipient's name, address, and telephone number, and a statement that the recipient consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the recipient's address is outside of the United States, for any judicial district in which VG Soft may be found, and that the recipient will accept service of process from the person who provided the notification of infringement or an agent of such person.
Send the notice to the agent for notice of claims of copyright or trademark infringement as follows: By email: support@vgsoft.co By mail: P.O. Box 545, Basehor, KS, Kansas 66007
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification is subject to liability for damages.
Provisions Relating to Damages
Release by Users
Each User, on behalf of its successors and assigns or heirs and personal representatives, as the case may be, hereby irrevocably and fully releases VG Soft, its affiliates, and their respective officers, directors, managers, agents, employees, and contractors from and against any suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or fines known or unknown, arising out of or in connection with information or User-Generated Content provided by third parties to, through, or in connection with the Website, the System, or the Services.
If the User is a California resident, the User expressly waives the provisions of California Civil Code §1542, which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Disclaimers
Each Visitor acknowledges that its consent and agreement to the following disclaimers and limitations is a material inducement for VG Soft to permit the Visitor to access the Website or use the System.
THE WEBSITE, THE SYSTEM, AND THEIR CONTENT, INCLUDING ALL PRODUCTS OR SERVICES FROM VG SOFT, ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY. VG SOFT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
VG Soft does not warrant that the content, functions, or services contained in or accessed through the website or the system will be uninterrupted, accurate, reliable, or error-free. Each Visitor, and not VG Soft, assumes the cost of all necessary servicing, repair, or correction if there is any loss or damage arising from or in connection with the use of the Website, the System, their Content, or any Services. VG Soft does not warrant or make any representation regarding the use of the Website or the System or the results of their use related to accuracy, reliability, or otherwise. The Website or the System may include errors (including technical or typographical errors). VG Soft may make changes to the Website or the System at any time, with or without notice.
Neither VG Soft nor any other person or entity associated with the design or maintenance of the Website or the System will be held liable or responsible in any way for any damage, loss, injury, or malfunction associated with a Visitor's use of the Website, the System, or the Services. VG Soft disclaims any liability arising out of or related to a Visitor's use of this Website or the System if the offer or sale of any product or service or system offered through the Website is illegal in the Visitor's jurisdiction. The materials on the Website or the System may not be appropriate or available for use in a Visitor's location. Visitors who choose to access the Website or the System do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules, and regulations applicable to them. VG Soft may limit the Website's or the System's availability, in whole or in part, to any person, geographic area, or jurisdiction.
Viruses
VG Soft does not assume any responsibility or risk for a Visitor's use of the Internet and the myriad of risks it presents. VG Soft cannot and does not guarantee that the materials contained on this Website or in the System will be free of viruses, worms, or other code or related hazards that may have destructive properties (collectively, "Viruses"). Each Visitor is responsible to ensure that it has sufficient procedures, firewalls, checkpoints, and safeguards within its computer system to satisfy its particular requirements to protect against Viruses.
Information Monitoring and Updates
VG Soft attempts to ensure that information on the Website is complete, accurate, and current. Despite VG Soft's efforts, the information on this Website may be inaccurate, incomplete, or out of date, and VG Soft makes no representation to any Visitor about the completeness, accuracy, or timeliness of any information on the Website, such as information about the nature or characteristics of any services VG Soft provides, including pricing or terms of sale.
While this Website facilitates transactions between Customers and VG Soft, not all terms of those transactions are available to Users of the Website who are not attempting to complete such a transaction. Any terms offered or described on this Website from time to time may be different from those available at any given time to any Customer or prospective Customer.
Third Parties and Third-Party Websites
The Website may contain links to other websites for the convenience and information of Visitors. Links may be contained on pages, in blog posts, emails from VG Soft, or newsletters VG Soft may make available from time to time.
Such links may be to advertisers, merchandise retailers, payment processors, content providers, social media, or other companies who may use VG Soft's logo or style as a result of a co-branding agreement. These websites may be operated by companies that are not affiliated with VG Soft and may have different privacy policies and terms of use. Notwithstanding the presentation of, or links to, any third-party information or website on the Website, such presentation is not an endorsement, guarantee, representation, or warranty, either express or implied, by VG Soft on behalf of any third party. VG Soft does not control the content that appears on these websites or their privacy practices.
VG Soft hereby disclaims any liability or responsibility for the content, subject matter, or substance of any information accessed or obtained from third-party websites accessed from or via the Website. Accessing third-party websites from the Website is therefore done at each Visitor's own risk.
These Terms apply only to the Website and do not apply to any websites, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, a Visitor should refer to the policies of those websites.
Limitation of Liability
No party to these terms, its contractors, or their respective personnel will be liable to another party for any claims, losses, or liabilities relating to these Terms ("Claims") for an aggregate amount in excess of the fees paid by the Customer to VG Soft during the 12-month period immediately preceding the date on which the initial act or omission giving rise to the liability first occurred. IN NO EVENT WILL A PARTY, ITS CONTRACTORS, OR THEIR RESPECTIVE PERSONNEL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VG SOFT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO SOME VISITORS. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, AND IF VG SOFT IS HELD RESPONSIBLE BY ANY COURT, THEN THE MAXIMUM LIABILITY OF VG SOFT TO A VISITOR FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT THE VISITOR PAID VG SOFT FOR THE SYSTEM, PRODUCTS, OR SERVICES.
The provisions of this Section 14.3 do not apply to (1) any Claim for which one party has an express obligation to indemnify the other under these Terms, (2) a breach of Section 5 (Subscription) or Section 12 (Confidentiality), (3) any amounts owed by the Customer to VG Soft for the Fees provided for under these Terms, or (4) the extent resulting from a party's bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemnification provision under these Terms is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party's conduct bears to all other conduct giving rise to the Claim.
To the fullest extent permitted by law, the Company’s total liability to the Client for any and all claims relating to or arising out of these Terms or the Services shall not exceed the total fees paid by the Client to the Company in the three (3) months preceding the event giving rise to the liability.
In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, nor for any loss of profits, revenue, data, or use, even if the Client has been advised of the possibility of such damages. This includes, but is not limited to, any claim arising from or related to clearinghouse errors, delays, or decisions concerning the submission of claims.
Limited Warranties
VG Soft warrants that (1) the execution, delivery, and performance of these Terms by VG Soft will not conflict with, breach, or cause a default under, any material contract with any third party; and (2) it has the right to provide a subscription for the System.
Time Limit for Bringing Actions
Any action, regardless of form, arising under or relating to these Terms must be brought not later than one (1) year after the cause of action has accrued, except that an action for non-payment must be brought not later than two (2) years after the due date of the last payment owed to the party bringing the action.
Indemnification
Definitions
"Company Indemnitees" means any one or more of VG Soft, its directors, officers, equity holders, employees, agents, and affiliates.
"Indemnifiable Losses" means losses and liabilities, including reasonably incurred legal fees, expenses, and costs of court, arbitration, and mediation.
Customer Indemnification Obligations
The Customer shall indemnify the Company Indemnitees against all Indemnifiable Losses arising out of or related to any claims asserted by a third party arising out of (1) any intentional misconduct or negligent act or omission of the Customer, (2) any violation by the Customer, its Authorized Users, or its representatives of any applicable law; (3) material or information created or provided by the Customer, including any Indemnifiable Losses arising from the actual or alleged infringement by the Customer of any third-party intellectual property right pertaining to such material or information; (4) any investigations of or involving the Customer or the Customer's conduct by VG Soft, law enforcement, or governmental authorities; or (5) User-Generated Content submitted by the Customer or its Authorized Users.
User Indemnification Obligations
Each User shall indemnify the Company Indemnitees against all Indemnifiable Losses or liabilities arising out of or related to any claims, including third-party claims and causes of action, arising out of or related to any one or more of the following: (1) any intentional misconduct or negligent act or omission of the User related to the Website or the System, (2) the User's breach of these Terms; (3) material or information created or provided by the User, including any Indemnifiable Losses arising from the actual or alleged infringement by the User of any third-party intellectual property right pertaining to such material or information; (5) any investigations of or involving the User or the User's conduct by VG Soft, law enforcement, or governmental authorities; (6) the User's violation of any applicable law; (7) User-Generated Content submitted by the User; (8) any use of the User's account or credentials to the extent not resulting from the Company's negligence; and (9) the User's use of this Website to investigate, initiate, or complete a subscription transaction if the offer or sale of any products, services, or the System offered through the Website is illegal in any jurisdiction to which the User is subject.
Indemnification Procedures
VG Soft shall use reasonable efforts to provide the Customer or User, as the case may be, with prompt written notice of any claim for which indemnification is sought under these Terms and shall reasonably cooperate with the Customer or User, as the case may be, in connection with any such claim. VG Soft will be entitled to control the handling of any such claim with counsel of its choosing and to defend or settle any such claim, provided, however, that VG Soft shall not enter into any settlement that would require the Customer or User, as the case may be, to admit to any liability or to take or refrain from taking any action, without such person's prior written consent.
Notices
Any notice required or permitted to be given under these Terms must be in writing. Notice will be deemed given (1) upon receipt when delivered personally or sent by a reputable commercial overnight courier, or (2) five (5) business days following mailing by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to VG Soft at its address set forth below or to the Customer or User, as the case may be, at the address provided by the Customer or User, as the case may be, on its account information page.
Additional Provisions
Force Majeure
Neither party will be liable to the other party for damages arising out of delays or failures to perform under these Terms to the extent that any such delays or failures result from any cause beyond the reasonable control of the affected party, such as fire, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, any reasonably unforeseeable change in state or national law, decree, or ordinance, or any executive or judicial order, provided that the affected party promptly informs the other of all relevant information.
Independent Contractor
Each of VG Soft and the Customer or the User, as the case may be, is an independent contractor and no party is, nor will be considered to be, nor shall purport to act as, another's agent, partner, fiduciary, joint venturer, or representative.
Assignment
The Customer may not assign any of its rights or obligations under these Terms (including interests or claims relating to these Terms) without the prior written consent of VG Soft. A party may assign these Terms to any affiliate or subsidiary, without consent, upon prior written notice to the other party. VG Soft may assign these Terms to any acquirer of all or substantially all of its assets.
Entire Agreement
These Terms and the selections made by the Customer during the Checkout Process, if applicable, constitute the entire agreement between the parties with respect to their subject matter and supersede all other oral or written representations, understandings, or agreements relating to their subject matter. Each party represents that it is not relying on any representation or promise not set forth in these Terms.
Severability
If any provision of these Terms is found unenforceable, the provision will not affect any other provision, but the unenforceable provision will be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of VG Soft and the Visitor, as set forth in these Terms.
Waivers; Amendments
No delay or omission by a party in enforcing its rights or remedies under these Terms will impair such right or remedy or be deemed to be a waiver of the rights or remedies. No waiver of any right or remedy under these Terms with respect to any occurrence or event on one occasion will be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of these Terms by a Visitor will be valid unless in writing and signed by both parties, provided, however, that VG Soft may unilaterally amend these Terms in good faith.
Section Headings
The section headings contained in these Terms are for convenience of reference only and are not intended to affect the meaning or interpretation of these Terms.
Governing Law; Jurisdiction; Venue
These Terms are governed by the laws of Kansas. A party must bring and maintain any action arising out of these Terms exclusively in any state or federal court located in Kansas. Each party hereby expressly consents to the personal jurisdiction of such courts for the purposes of any such action. Each party hereby represents to the other that such courts are a convenient forum.
Dispute Resolution
The parties shall first use good-faith efforts to attempt to resolve any dispute, claim, or controversy arising out of or relating to the Website, the System, the Services, these Terms, or the Privacy Policy by negotiation before bringing any action, other than an action for preliminary injunctive relief.
Creative Commons License
The Creative Commons license applies only to textual content and technical information. All trademarks, service marks, and logos are excluded.
Fees and Costs
The prevailing party in any action or proceeding under these Terms will be entitled to recover legal fees and other costs reasonably incurred in that action or proceeding, in addition to any other relief to which the party may be entitled.
Waiver of Jury Trial
THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THESE TERMS OR THE SYSTEM.
Changes to Terms
We reserve the right to modify or update these Terms at any time. Any changes will be effective upon posting the updated Terms on this website. We may choose, but are not obligated, to provide notice of significant changes via email or other means. Your continued use of the Services after any such modifications constitutes your acceptance of the revised Terms.
Updated: February 24, 2025