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These Terms of Service ("Terms") are entered into by and between Vlge Inc., a Texas corporation with a mailing address at 1606 Headway Cir, Ste 19116, Austin, TX 78754-5123 ("Vlge," "we," "us," or "our"), and the person, entity, association, company, property manager, board member, homeowner association, condominium association, or other organization accessing or using the Services ("Customer," "you," or "your").
Vlge operates websites, software, applications, user accounts, online portals, payment-related tools, community management tools, administrative workflows, integrations, and related products and services that link to or reference these Terms (collectively, the "Services"). The cloud-based software platform made available by Vlge is referred to in these Terms as the "Platform."
By accessing, registering for, subscribing to, clicking to accept, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
If you do not agree to these Terms, you may not access or use the Services.
Vlge may post additional terms, policies, rules, disclosures, order forms, service descriptions, subscription terms, data processing terms, privacy terms, or feature-specific terms from time to time. Any such additional terms are incorporated into these Terms by reference to the extent they apply to your use of the Services.
For purposes of these Terms, "Customer" includes the organization that subscribes to or uses the Services, including any homeowner association, condominium association, civic association, management company, board, committee, or similar entity.
"Authorized Users" means individuals who are invited, authorized, or permitted by Customer to access or use the Services, including board members, officers, committee members, property managers, employees, residents, homeowners, vendors, contractors, agents, accountants, attorneys, or other users.
Customer is responsible for all activity by its Authorized Users and for ensuring that Authorized Users comply with these Terms. Customer determines which Authorized Users may access the Services, what permissions they receive, and when such access should be modified or revoked.
If a dispute arises between Customer and any Authorized User regarding access to data, records, accounts, documents, communications, financial information, or any other content within the Services, Vlge may rely on the instructions of the Customer or the person or persons Vlge reasonably believes have administrative authority for the Customer account.
Customer is responsible for obtaining any consents required from Authorized Users, homeowners, residents, members, vendors, or other third parties before submitting their personal information, financial information, contact information, payment information, records, or other data into the Services.
Customer, through its authorized administrators, super administrators, board members, or designated account representatives, is solely responsible for managing user invitations, role assignments, permissions, access levels, and removal of users within the Services.
You must be at least eighteen (18) years old to use the Services.
If you access or use the Services on behalf of a Customer, you represent and warrant that:
Vlge is entitled to rely on the authority of any person who registers for, administers, or uses an account on behalf of Customer unless and until Vlge receives reasonable written notice that such authority has been revoked.
The Services are designed to assist homeowner associations, condominium associations, property managers, boards, committees, and similar organizations with community management, financial management, communication, recordkeeping, payment processing, document storage, website tools, compliance workflows, surveys, polls, elections, meeting management, violation tracking, architectural control or ACC requests, vendor coordination, reporting, and related administrative activities.
The Services may include, without limitation:
Vlge may modify, suspend, discontinue, replace, limit, or enhance any part of the Services at any time, subject to any written commitments expressly made to Customer.
Vlge may offer optional managed services, professional services, administrative services, or operational support services (collectively, "Managed Services"). Managed Services may include, without limitation:
Managed Services are provided for administrative, operational, coordination, and support purposes only. Unless expressly agreed in a separate written agreement signed by Vlge, Vlge does not provide audits, attestations, assurance services, legal opinions, tax opinions, certified public accounting services, investment advice, financial advisory services, fiduciary services, or professional services requiring licensure.
Vlge may perform Managed Services using Vlge employees, contractors, third-party service providers, software tools, automated systems, AI tools, or other resources. Customer authorizes Vlge to use such resources to provide the Services.
Managed Services are based on data, records, documents, transactions, categorizations, bank feeds, user inputs, third-party information, and instructions made available to Vlge by Customer, Authorized Users, financial institutions, payment processors, third-party systems, or other sources. Vlge does not independently verify the accuracy, completeness, authenticity, legality, validity, or timeliness of such information.
Customer remains solely responsible for reviewing, approving, validating, signing, filing, submitting, using, and relying on any output, report, reconciliation, tax-related document, regulatory-related document, resale document, accounting entry, ledger, statement, budget, transaction classification, or other work product prepared, generated, coordinated, or assisted by Vlge.
Vlge is not a law firm, accounting firm, certified public accounting firm, tax advisory firm, financial advisory firm, investment advisor, registered agent, property management company, or fiduciary.
The Services, including the Platform, Managed Services, AI tools, automation tools, reports, dashboards, financial summaries, tax-related support, regulatory filing support, resale support, templates, communications, and other outputs, are provided for informational, administrative, organizational, and coordination purposes only.
Nothing provided through the Services constitutes legal, accounting, tax, audit, financial, investment, fiduciary, regulatory, insurance, property management, or other professional advice.
Customer is solely responsible for consulting qualified professionals, including attorneys, CPAs, tax professionals, auditors, insurance professionals, financial advisors, or property management professionals, where appropriate.
Customer is solely responsible for determining whether any report, filing, election, notice, communication, assessment, fine, resale certificate, tax return, regulatory submission, payment process, board action, or other action is legally sufficient, accurate, timely, authorized, and appropriate.
Customer is solely responsible for:
Use of the Services does not replace Customer's internal review, board oversight, fiduciary obligations, internal controls, or professional advice.
To access certain Services, you may be required to create an account. You agree to provide accurate, current, and complete account information and to keep such information updated.
You are responsible for maintaining the confidentiality of usernames, passwords, authentication methods, access tokens, API keys, credentials, and devices used to access the Services.
You are responsible for all activities that occur under your account, whether authorized or unauthorized, except to the extent caused by Vlge's gross negligence or willful misconduct.
You agree to promptly notify Vlge of any unauthorized access, credential compromise, suspected breach, or misuse of your account.
Vlge may suspend, restrict, or terminate access to any account if Vlge reasonably believes that the account has been compromised, used in violation of these Terms, used fraudulently, or used in a way that creates risk to Vlge, Customer, other users, third parties, or the Services.
Subject to your compliance with these Terms and payment of all applicable fees, Vlge grants Customer and its Authorized Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer's internal community management, administrative, operational, and related business purposes.
This license does not transfer ownership of the Services, Platform, software, content, documentation, technology, trademarks, or intellectual property to Customer or any Authorized User.
Vlge reserves all rights not expressly granted.
You may not use the Services except as expressly permitted by these Terms, the Platform, applicable documentation, or Vlge's written instructions.
Vlge and its licensors own all rights, title, and interest in and to the Services, Platform, software, source code, object code, architecture, workflows, databases, designs, interfaces, functionality, features, templates, documentation, text, graphics, images, videos, audio, visual elements, reports, dashboards, processes, AI workflows, automation logic, prompts, models, product concepts, business methods, trade secrets, trademarks, service marks, logos, domain names, branding, and other materials provided by or on behalf of Vlge (collectively, "Vlge Materials").
The Vlge Materials are protected by copyright, trademark, trade secret, patent, unfair competition, and other intellectual property and proprietary rights laws.
Except for the limited license expressly granted in these Terms, Customer and Authorized Users receive no right, title, or interest in or to any Vlge Materials.
You may not remove, obscure, alter, or misrepresent any copyright, trademark, proprietary, or other rights notices in or associated with the Services.
You may not use Vlge's name, trademarks, logos, branding, or service marks without Vlge's prior written consent, except to identify Vlge as a service provider in a truthful and non-misleading manner.
Any feedback, suggestions, ideas, improvements, requests, recommendations, or comments you provide about the Services may be used by Vlge without restriction, compensation, attribution, or obligation to you.
"Customer Data" means data, documents, records, information, communications, files, images, payment-related information, owner records, resident records, vendor records, financial records, bank transaction data, accounting records, governing documents, forms, requests, submissions, messages, votes, survey responses, reports, and other content submitted to, uploaded to, transmitted through, stored in, or generated by the Services on behalf of Customer or Authorized Users.
Customer retains ownership of Customer Data, subject to the licenses and rights granted in these Terms.
Customer grants Vlge a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, modify, format, analyze, create derivative operational outputs from, and otherwise use Customer Data as necessary or appropriate to provide, maintain, secure, support, improve, and develop the Services, comply with law, prevent fraud or abuse, enforce these Terms, and fulfill Customer's instructions.
Customer represents and warrants that it has all rights, consents, permissions, and authority necessary to provide Customer Data to Vlge and to authorize Vlge to process Customer Data as described in these Terms.
Customer is solely responsible for Customer Data, including its accuracy, legality, reliability, integrity, completeness, and appropriateness.
The Services may allow Customer or Authorized Users to create, submit, upload, post, publish, display, transmit, distribute, or share content, including messages, comments, meeting notes, board communications, resident communications, vendor reviews, forum posts, survey responses, votes, poll results, documents, images, requests, forms, and other materials ("Contributions").
Customer and Authorized Users are solely responsible for their Contributions.
By submitting Contributions, you represent and warrant that:
Vlge may, but is not required to, monitor, review, remove, disable, restrict, or refuse Contributions at any time and for any reason, including if Vlge believes they violate these Terms, create risk, or may expose Vlge or others to liability.
Vlge does not endorse, verify, or assume responsibility for Contributions posted by Customer, Authorized Users, vendors, residents, homeowners, or third parties.
Vlge may collect, create, derive, use, retain, disclose, and commercialize aggregated, anonymized, de-identified, statistical, inferred, or derived information from Customer Data, Contributions, Bank Data, Community Payments, usage activity, feature interactions, workflow activity, system logs, support activity, AI interactions, and other activity within or relating to the Services, provided that such information does not identify Customer, an individual, household, Authorized User, homeowner, resident, vendor, payer, payee, or a specific community.
Vlge may use such information for analytics, benchmarking, product development, service improvement, personalization, recommendations, automation, fraud prevention, security, operational insights, research, market analysis, investor communications, business planning, artificial intelligence development, machine learning model development, model evaluation, model tuning, model safety, model performance improvement, and development of new products, services, features, reports, datasets, tools, and commercial insights.
Vlge will not attempt to re-identify de-identified information except as permitted by law for testing, security, privacy, or compliance purposes, and will use commercially reasonable measures designed to prevent such information from being associated with a specific individual, Customer, or community.
Aggregated, de-identified, statistical, inferred, and derived information described in this section is not Customer Data and may be retained and used by Vlge after termination of Customer's account, subject to applicable law.
Customer agrees to provide current, complete, and accurate billing, payment, purchase, account, and contact information and to promptly update such information as necessary.
Customer agrees to pay all fees, charges, subscriptions, setup fees, transaction fees, service fees, usage fees, processing fees, pass-through fees, custom service fees, Managed Services fees, Professional Services fees, optional feature fees, and other amounts applicable to Customer's use of the Services.
Unless otherwise stated in writing:
Customer authorizes Vlge and its third-party payment processors to charge Customer's payment method for all amounts due. If Customer authorizes ACH, bank debit, card payment, or other electronic payment, Customer authorizes recurring debits or charges until canceled in accordance with these Terms or applicable subscription terms.
If payment fails, is reversed, is disputed, or is not timely made, Vlge may suspend or restrict access to the Services, charge late fees or interest where permitted by law, recover collection costs, terminate the account, or pursue other remedies.
Unless otherwise required by law, Customer must notify Vlge in writing of any billing dispute within sixty (60) days after the charge, invoice, or payment became due. Failure to provide timely notice waives the dispute to the fullest extent permitted by law.
Vlge may offer free trials, pilot programs, discounts, promotional credits, incentives, bonuses, or limited-time offers. Such offers are subject to the terms presented at the time of the offer and may be modified or discontinued at any time.
Free trials are for evaluation purposes only unless otherwise stated. Vlge may limit, revoke, or terminate a free trial if Vlge believes the trial is being misused or creates risk.
Unless otherwise stated in the applicable offer, if Customer continues using the Services after a free trial ends, Customer may be charged for the applicable subscription or service.
Bonuses, incentives, promotional features, free services, or discounted services offered at signup are not guaranteed to continue and may be modified or discontinued without liability.
The Services may allow Customer, residents, homeowners, owners, tenants, vendors, or other parties to make or receive payments for dues, assessments, fines, fees, invoices, maintenance charges, resale fees, document fees, deposits, reimbursements, vendor payments, or other community-related transactions ("Community Payments").
Community Payments may be processed by third-party payment processors. Vlge does not directly process or store full payment card information unless expressly stated. Payment details may be transmitted to third-party payment processors subject to their terms, privacy policies, compliance obligations, and risk requirements.
Customer acknowledges and agrees that:
Customer is responsible for resolving disputes between payers and payees, including disputes involving homeowners, residents, vendors, property managers, title companies, escrow officers, buyers, sellers, or other parties.
Customer agrees to cooperate with Vlge and payment processors in investigating payment disputes, chargebacks, suspected fraud, unauthorized transactions, or compliance issues.
Vlge may suspend or restrict payment features if Vlge reasonably believes there is fraud, excessive disputes, regulatory risk, payment processor risk, non-payment, violation of these Terms, or other risk to Vlge or third parties.
The Services may allow Customer to connect bank accounts, financial accounts, credit card accounts, loan accounts, payment accounts, or other financial accounts to retrieve transaction data, balances, statements, images, metadata, and related information ("Bank Data").
Customer authorizes Vlge and its third-party service providers to access, retrieve, process, display, store, categorize, analyze, and use Bank Data as necessary to provide the Services.
Customer acknowledges and agrees that:
Vlge may charge or pass through fees related to bank feeds, financial integrations, data providers, transaction volume, statement retrieval, or related services with notice where practicable.
Customer may request discontinuation of bank feeds or financial integrations, but termination may depend on the practices and timelines of third-party providers and financial institutions.
Official records from Customer's financial institution, payment processor, tax authority, regulator, or other source of record control over data displayed in the Platform in the event of inconsistency.
Vlge may provide administrative support related to tax-related, regulatory-related, corporate, resale, reporting, or governmental filings. Such support may include gathering data, preparing draft forms, organizing records, generating reports, coordinating signatures, assisting with submission workflows, or providing related administrative assistance.
Unless expressly agreed in a separate written agreement signed by Vlge, Vlge does not act as Customer's tax preparer of record, legal representative, CPA, auditor, enrolled agent, reporting agent, registered agent, attorney, fiduciary, or authorized representative before any tax authority, regulator, court, agency, or governmental body.
Customer is solely responsible for:
Vlge is not liable for penalties, interest, rejected filings, late filings, incorrect filings, omitted filings, inaccurate reports, tax positions, regulatory consequences, or Customer's reliance on outputs produced through the Services, except to the extent liability cannot be limited under applicable law.
The Services may include tools or Managed Services related to resale certificates, resale packages, lender questionnaires, closing statements, estoppel information, account statements, governing document packages, title company requests, escrow requests, seller requests, buyer requests, real estate agent requests, or similar association records.
Customer is solely responsible for determining:
Vlge may coordinate, prepare, or assist with resale-related documents based on Customer Data and information available through the Services. Customer remains solely responsible for review and approval.
Vlge may collect fees from requesting parties where permitted by law and disclosed through the Services. Such fees may be separate from Customer's subscription fees.
Vlge is not responsible for disputes among sellers, buyers, title companies, escrow officers, lenders, real estate agents, property managers, associations, or other parties regarding resale documents, fees, deadlines, disclosures, or transaction outcomes.
The Services may include tools to create, host, publish, manage, or connect websites, portals, pages, subdomains, custom domains, or other public-facing or private web properties ("Website Services").
If Customer uses Website Services, Customer is solely responsible for:
Vlge may facilitate domain registration, renewal, transfer, pointing, DNS configuration, subdomain mapping, hosting, traffic routing, SSL certificate provisioning, or related services through third-party providers. Customer authorizes Vlge to share necessary information with such providers and to take actions reasonably necessary to provide Domain Services.
Vlge does not guarantee domain availability, approval, registration, renewal, transfer, routing, DNS propagation, uptime, search engine placement, or freedom from disputes. Vlge is not responsible for registrar actions, registry actions, DNS failures, misconfiguration, lapsed renewals, third-party outages, domain loss, trademark claims, or disputes involving domain names.
Customer agrees to comply with applicable ICANN rules, registrar rules, registry policies, dispute procedures, and third-party provider terms.
The Services may include AI-assisted tools, automation, drafting assistance, summaries, classifications, recommendations, report generation, violation workflow assistance, communication drafting, document analysis, or other machine-generated outputs ("AI Outputs").
AI Outputs may be inaccurate, incomplete, biased, outdated, unsuitable, or inappropriate for Customer's specific circumstances. Customer is solely responsible for reviewing, validating, editing, approving, and deciding whether to use AI Outputs.
AI Outputs do not constitute legal, accounting, tax, financial, property management, governance, compliance, or professional advice.
Customer should not rely on AI Outputs without human review and, where appropriate, review by qualified professionals.
Vlge may use third-party AI providers or models to provide AI features, subject to applicable privacy and data processing terms.
Vlge may use Customer Data, Contributions, usage data, AI interactions, feedback, and related information to provide, personalize, evaluate, monitor, improve, and develop AI-assisted features and automation within the Services. Where Vlge uses information for generalized model improvement, benchmarking, research, or development not specific to Customer, Vlge will use aggregated, de-identified, anonymized, or otherwise privacy-protective information unless Customer has otherwise authorized use of identifiable information or such use is permitted by applicable law.
The Services may include vendor directories, vendor reviews, vendor replies, advertising placements, preferred provider listings, referral tools, promotional content, local service networks, sponsored content, or related features.
Customer and Authorized Users are responsible for the content of vendor reviews, ratings, recommendations, replies, and related submissions. Vlge does not endorse, verify, or guarantee any vendor, advertiser, service provider, review, rating, recommendation, or advertisement unless expressly stated in writing.
Vlge may receive compensation, fees, referral payments, revenue shares, advertising revenue, preferred pricing, credits, business benefits, or other benefits from third parties, including vendors, advertisers, technology providers, service providers, payment processors, integration partners, or other commercial relationships.
Such benefits are not required to be shared with Customer unless expressly stated in a written agreement.
Vlge may reject, remove, modify, suspend, or discontinue any advertisement, vendor listing, review, reply, or promotional feature at any time.
The Services may integrate with, link to, rely on, or facilitate access to third-party services, websites, APIs, applications, banks, financial institutions, payment processors, data providers, communication providers, mail providers, tax tools, accounting tools, domain providers, hosting providers, AI providers, contractors, vendors, or other third parties ("Third-Party Services").
Third-Party Services are governed by their own terms, policies, privacy practices, fees, availability, and rules.
Vlge does not control and is not responsible for Third-Party Services. Vlge makes no warranty regarding Third-Party Services and is not liable for their acts, omissions, errors, delays, outages, security incidents, data loss, inaccuracies, fees, disputes, or changes.
Customer authorizes Vlge to share Customer Data and other information with Third-Party Services as necessary to provide the Services, comply with law, process payments, maintain integrations, support Customer, prevent fraud, or fulfill Customer instructions.
Customer is responsible for complying with all applicable Third-Party Service terms.
Use of the Services is subject to Vlge's Privacy Policy, which is incorporated into these Terms by reference.
Customer is responsible for providing any legally required privacy notices to homeowners, residents, members, vendors, employees, contractors, Authorized Users, and other individuals whose information Customer submits to or processes through the Services.
Customer is responsible for ensuring that it has a lawful basis and all required consents to provide personal information to Vlge and to authorize Vlge to process such information.
Vlge implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Vlge may use encryption, access controls, authentication controls, logging, monitoring, backups, role-based permissions, secure infrastructure, and third-party service providers to support data security. However, no system, network, application, integration, transmission, or storage method can be guaranteed to be fully secure. Vlge does not warrant that the Services will be uninterrupted, error-free, immune from attack, or free from unauthorized access.
To the extent payment card data is processed through Third-Party Services, such processing may be subject to Payment Card Industry Data Security Standards ("PCI DSS"). Customer agrees not to use the Services in a way that causes Vlge to store, process, or transmit full payment card data outside approved payment processor workflows.
Customer is responsible for its own security practices, including access management, password security, device security, email security, Authorized User controls, internal controls, and prompt revocation of access for users who should no longer have access. Customer is also solely responsible for administering its users within the Platform, including inviting users, resending invitations, assigning roles, modifying permissions, approving administrative access, removing users, and determining which individuals should have access to Customer's account, data, records, and features. Vlge may provide technical support to Customer's designated administrators, but Vlge is not responsible for independently granting, changing, approving, or restoring user roles or permissions at the request of residents, homeowners, members, vendors, or other non-administrative users. Requests to change roles, permissions, invitations, or access must be handled by Customer's authorized administrators, super administrators, board members, or other designated account representatives.
Vlge may maintain Customer Data during the term of Customer's subscription or use of the Services to provide, support, secure, and improve the Services. Upon cancellation, expiration, or termination of Customer's subscription, Vlge will make commercially reasonable efforts to make Customer Data available for export for thirty (30) days, unless a different period is required by law or agreed in writing. After the export period, Vlge may delete, archive, or anonymize Customer Data in accordance with its data retention practices, backup practices, legal obligations, and Privacy Policy.
Customer is solely responsible for exporting and maintaining copies of Customer Data needed for legal, tax, accounting, governance, audit, operational, or record retention purposes.
Vlge is not responsible for loss, corruption, deletion, or failure to preserve Customer Data except to the extent caused by Vlge's gross negligence or willful misconduct and not otherwise limited by these Terms.
You agree not to, and not to permit any Authorized User or third party to:
Vlge may investigate suspected violations and may suspend or terminate access, remove content, report activity to law enforcement, cooperate with regulators, or take other appropriate action.
Vlge reserves the right, but has no obligation, to:
Vlge is not obligated to maintain, support, update, or continue any specific feature unless expressly agreed in writing.
Vlge will use commercially reasonable efforts to make the Services available, but Vlge does not guarantee uninterrupted, timely, secure, or error-free operation. The Services may be unavailable due to maintenance, updates, outages, internet failures, third-party failures, security incidents, infrastructure issues, payment processor issues, bank feed issues, force majeure events, or other causes.
Vlge may modify, suspend, discontinue, or restrict any part of the Services at any time. Where practicable, Vlge may provide notice of material changes or planned discontinuation, but Vlge is not liable for failure to provide notice unless required by law or a written agreement.
The Services may contain errors, inaccuracies, omissions, outdated information, pricing errors, availability errors, calculation errors, reporting errors, display errors, or other mistakes.
Vlge reserves the right to correct any errors, inaccuracies, or omissions and to update or modify information at any time without liability.
Vlge does not guarantee that information displayed through the Services is current, complete, or error-free.
These Terms remain in effect while you access or use the Services.
Customer may cancel its subscription in accordance with the cancellation process made available by Vlge.
Vlge may suspend or terminate access to the Services immediately if:
Upon termination:
THE SERVICES, PLATFORM, MANAGED SERVICES, PROFESSIONAL SERVICES, CONTENT, FEATURES, SOFTWARE, REPORTS, OUTPUTS, AI OUTPUTS, PAYMENT TOOLS, BANK FEEDS, INTEGRATIONS, DOCUMENTS, COMMUNICATIONS, DOMAIN SERVICES, WEBSITE SERVICES, TAX-RELATED SUPPORT, REGULATORY-RELATED SUPPORT, RESALE SUPPORT, AND ALL OTHER MATERIALS OR SERVICES PROVIDED BY VLGE ARE PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE FULLEST EXTENT PERMITTED BY LAW, VLGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, TIMELINESS, PERFORMANCE, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.
VLGE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, PREVENT ERRORS, PREVENT FRAUD, ENSURE LEGAL COMPLIANCE, ENSURE TAX COMPLIANCE, ENSURE ACCOUNTING COMPLIANCE, ENSURE GOVERNANCE COMPLIANCE, OPERATE WITHOUT INTERRUPTION, BE SECURE, BE ERROR-FREE, BE FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
VLGE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, LEGALITY, OR RELIABILITY OF ANY DATA, REPORT, RECONCILIATION, LEDGER, ACCOUNTING ENTRY, TAX-RELATED OUTPUT, REGULATORY-RELATED OUTPUT, RESALE DOCUMENT, BANK FEED, PAYMENT RECORD, AI OUTPUT, COMMUNICATION, VOTE, SURVEY, POLL, ELECTION, MEETING RECORD, OR THIRD-PARTY SERVICE.
CUSTOMER'S USE OF THE SERVICES AND RELIANCE ON ANY OUTPUT IS AT CUSTOMER'S SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, VLGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF VLGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, VLGE SHALL NOT BE LIABLE FOR DAMAGES, LOSSES, CLAIMS, COSTS, OR EXPENSES ARISING FROM OR RELATED TO:
TO THE FULLEST EXTENT PERMITTED BY LAW, VLGE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO VLGE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this section apply even if any remedy fails of its essential purpose.
Customer agrees to defend, indemnify, and hold harmless Vlge and its officers, directors, employees, contractors, agents, affiliates, licensors, service providers, and suppliers from and against any claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:
Vlge may assume exclusive defense and control of any matter subject to indemnification. Customer agrees to cooperate with Vlge's defense and settlement of such claims.
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, Customer's use of the Services, or the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.
Before initiating arbitration or litigation, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") through informal good-faith negotiations for at least thirty (30) days.
The informal negotiation period begins when one party provides written notice of the Dispute to the other party.
If the parties cannot resolve a Dispute through informal negotiation, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as otherwise provided in these Terms or required by applicable law.
Where applicable, the AAA Consumer Arbitration Rules may apply if required by AAA rules or applicable law.
The arbitration shall be conducted in Hays County, Texas, unless the parties agree otherwise or the arbitrator determines that a different format is required by applicable law or AAA rules. The arbitration may be conducted in person, by telephone, by video conference, or by submission of documents, as determined by the arbitrator.
The arbitrator shall apply Texas law, shall have authority to award only the relief available under these Terms, and shall issue a written decision if requested by either party.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
The parties may bring an action in state or federal court located in Hays County, Texas, or the federal district court with jurisdiction over Hays County, Texas, to compel arbitration, stay litigation pending arbitration, confirm an arbitration award, modify or vacate an arbitration award, enter judgment on an arbitration award, or seek injunctive relief as permitted by these Terms.
Each party consents to personal jurisdiction and venue in such courts and waives objections based on lack of jurisdiction, improper venue, or inconvenient forum.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.
NO DISPUTE MAY BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED ACTION.
THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PERSONS OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
The following Disputes are not required to be resolved through informal negotiation or arbitration:
To the fullest extent permitted by law, any claim or cause of action arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim or cause of action accrued, or it is permanently barred.
If any complaint regarding Vlge or the Services is not resolved by Vlge to your satisfaction, California users and residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
Using the Services, creating an account, clicking buttons, checking boxes, submitting forms, sending emails, receiving emails, uploading documents, making payments, approving transactions, signing electronically, or otherwise interacting electronically with Vlge constitutes electronic communication.
You consent to receive electronic communications from Vlge, including agreements, notices, disclosures, invoices, receipts, account messages, legal notices, support messages, and transaction records.
You agree that electronic communications satisfy any legal requirement that such communications be in writing.
You agree to the use of electronic signatures, electronic contracts, electronic records, electronic approvals, electronic notices, and electronic transaction records.
You waive any defense based on the electronic form of these Terms or the lack of a physical signature, except to the extent such waiver is prohibited by law.
Vlge shall not be liable for delays, failures, nonperformance, outages, data loss, data transmission failures, service interruptions, or other losses caused directly or indirectly by events beyond Vlge's reasonable control, including acts of God, natural disasters, fires, floods, storms, earthquakes, pandemics, epidemics, wars, terrorism, civil unrest, labor disputes, government actions, legal constraints, power failures, internet failures, telecommunications failures, cloud provider failures, payment processor failures, financial institution failures, data provider failures, cyberattacks, denial-of-service attacks, supply chain disruptions, or other events beyond Vlge's reasonable control.
Customer may not assign, delegate, or transfer these Terms or any rights or obligations under these Terms without Vlge's prior written consent. Any attempted assignment in violation of this section is void.
Vlge may assign, delegate, or transfer these Terms, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, affiliate transfer, or other business transaction.
These Terms do not create a partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, property management relationship, legal representative relationship, tax representative relationship, or accounting firm-client relationship between Customer and Vlge.
Customer may not represent that it has authority to bind Vlge or that Vlge is Customer's partner, agent, fiduciary, property manager, accountant, attorney, tax advisor, or legal representative.
Vlge may provide notices by email, Platform notification, posting on the Services, mail, or other reasonable means.
Notices to Vlge must be sent to:
Vlge Inc.
1606 Headway Cir, Ste 19116
Austin, TX 78754-5123
Email: [email protected]
Notices are deemed given when sent, posted, delivered, or otherwise made available, unless applicable law requires a different method.
These Terms, together with any documents incorporated by reference, constitute the entire agreement between Customer and Vlge regarding the Services and supersede all prior and contemporaneous agreements, understandings, proposals, representations, and communications regarding the Services.
If any provision of these Terms is held invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.
Vlge's failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.
No waiver is effective unless in writing and signed by Vlge.
Headings are for convenience only and do not affect interpretation.
The words "including," "include," and similar terms mean "including without limitation."
These Terms shall not be construed against Vlge merely because Vlge drafted them.
Vlge may revise these Terms from time to time. Vlge will indicate changes by updating the "Last Updated" date or by providing notice where required by law.
Customer is responsible for reviewing the Terms periodically.
Continued access to or use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
If Customer does not agree to updated Terms, Customer must stop using the Services.
Questions about these Terms may be directed to:
Vlge Inc.
1606 Headway Cir, Ste 19116
Austin, TX 78754-5123
Email: [email protected]
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