Terms and Conditions

Terms and Conditions

Last Updated: February 23, 2018

1. Overview

These Terms of Service constitute a binding agreement between Very Good Security, Inc., a Delaware Corporation (“VGS”), and you, a natural person or a designated agent of an organization, corporation, company, partnership or other legal entity (“You”).

VGS has developed a data security platform. You may use this platform to secure and transmit sensitive data as described in VGS' website, documentation, or as otherwise described in any agreements between you and VGS. You may manage your VGS Services via the VGS Dashboard (“Dashboard”).

2. Definitions

2.1. “VGS”, “We”, “Us”, or “Our” means Very Good Security;

2.2. “You” or “Your” you the user as well as the the company or other legal entity for whom you are accepting this Agreement as well as any other Agents or Affiliates of that company or entity;

2.3. “Your Data” means all electronic data or information submitted by You to the Purchased Services;

2.4. “VGS Services” or “Services”: Collectively, the VGS features, services, dashboards, website, and software.

3. Acceptance and usage

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING VGS SERVICES YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE VGS SERVICES.

By accepting this agreement, you represent that you have the capacity to be bound by this agreement. If you are planning to use our Services with your business, you also affirm that you have the authority to bind the business you represent.

4. Eligibility:

By using VGS you confirm that:

  • You are not located in a country currently subject to a U.S. Government embargo or a country that is currently designated by the U.S. Government as a “terrorist supporting” country;
  • You and your Company are not listed on any U.S. Government list of prohibited or restricted parties.

5. Signup/Registration

Before allowing you to use our Services, we need to verify your information. In order to make full use of the Services, you must sign up for a dashboard account through our site. During this sign up you agree to:

  • Provide accurate current and complete information;
  • Update your account information as necessary;
  • Secure your account by not sharing your password;
  • Promptly notify VGS if you discover any security issues related to the Services (please email us at support@verygoodsecurity.com or let us know directly in your VGS slack channel).

Further, you authorize us to make any inquiries necessary to verify your identity prior to provisioning your VGS Account. Verification may include:

  • Asking you for more information;
  • Requiring you to provide your full name and address;
  • Requiring your company to confirm your employment and obtaining their authorization to provide you with access to VGS Services on their behalf;
  • Requiring you to provide an official ID;
  • Requiring you to verify your email or mobile phone;
  • Checking your information against third party databases or other sources.

You are responsible for all activity that occurs on your VGS User Account and we reserve the right to suspend or terminate your Account and access to any VGS Services if you provide inaccurate or incomplete information during signup or otherwise abuse the Services.

6. Sandbox Environments

All VGS sandbox environments are provided as is and solely for the purpose of testing. While we have hardened all VGS sandbox environments, we make no guarantee about the continued confidentiality and availability of any data shared with these sandbox environment(s).

VGS Sandbox environments are not provided with:

  • A Service Level Agreement ("SLA") or any other guarantee of availability;
  • A Data Retention Agreement or any guarantee that any data sent or stored in a VGS Sandbox environment will be preserved.

We strongly suggest that you do not place sensitive information in your VGS sandbox environment.

7. Security

While we maintain technical and organizational safeguards to secure your sensitive information from loss, unauthorized use, unauthorized access, and disclosure, you are responsible for restricting access to your Account and protecting your login, password, and the device you utilize for multi-factor authentication.

Immediately notify us of any unauthorized use of your VGS Account, your password, or any other breach of security and we will take promopt action to limit further loss and investigate.

8. License and IP Ownership

8.1 Your Data:

Data you utilize VGS Services to store, transmit, recieve, enrich or otherwise secure. You own your data.

8.2 License of VGS Service:

VGS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services as authorized in this Agreement all other Agreements between you and VGS.

8.3 Logos and Trademarks:

Logos, trademarks, and service marks are registered marks of VGS. Nothing in our Services grants any license or right to use these marks without prior written permission from us for specific use.

8.4 VGS IP:

The contents of our Service, including software, documentation, text, and media are protected under United States and foreign laws. We own and retain all rights, titles, and interests in the Services and reserve all rights not expressly granted to you in this Agreement or any other VGS agreement.

Without limiting the above statement, You agree you will not (and that you will not to allow any third party to):

  • Sublicense, distribute, or otherwise use the Services outside of the scope of the license granted in this Agreement or any other Agreement between you and VGS;
  • Modify, copy, adapt, or otherwise prepare derivative works from the Services;
  • Reverse engineer or otherwise attempt to discover any source code or trade secrets related to the Service;
  • Rent, sell, assign or otherwise transfer rights in or to the Services;
  • Interfere or attempt to interfere with the operation of the Services;
  • Register or attempt to register any trademark, logo, domain name or other distinctive VGS brand features;
  • Remove or alter any notice of copyright, trademark, or other proprietary right appearing in or on any part of the Services;
  • During the term of this Agreement and up to 1 year following the term of this agreement, seek an injunction of any portion of the Service based on patent infringement.

9. Updates and Revisions

We may update our Services at any time. These updates may add new features or remove existing features. Any such updates may be subject to additional terms. By continuing to use our Services post-update, you agree to any and all updates to our Services and further agree that we are not liable for damage or loss attributed to any such change to the Service.

We may also change the terms of this Agreement and any additional Terms or Policies at any time. We will not apply any revisions retroactively without notice. However, once posted any revised versions of these Agreements will be immediately effective and your continued use of the Service indicates that you accept the revised Agreement. If you do not agree to the revised Agreement do not continue using the Services. Any dispute will be governed by the version of the Agreement in place at the time of the dispute.

For updates to the Service or revisions to our Agreements we will provide any notice that we think reasonable by either posting the revised version of any Agreements at VGS Terms of Service, by notifying you via the VGS Dashboard, or the email you provide during registration.

10. Alerts and Communications

10.1 Alerts:

VGS may keep you informed of changes in your account by sending automatic alerts related to your account or account activity. You may receive automatic alerts following certain changes to the Services, to your account, and/or information, this includes but is not limited to material changes in your account information or significant account activity. While we will make a reasonable effort notify you of any material changes to our Services, we reserve the right to change or suspend any part of the Service at any time.

Email alerts may be sent to the email address you provided upon signup. If your email changes you should inform us of this change so that we can correctly redirect your alerts.

We will make commercially reasonable efforts to ensure that our alerts are accurate and timely, but circumstances out of our control may delay or prevent delivery of alerts. You agree that VGS is not liable for any delayed alerts, failed alerts, inaccurate alerts, misdirected alerts, or any action by anyone relying on an alert.

10.2 Feedback:

If you submit creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "feedback"), you agree that we may edit, copy, publish, distribute, translate and otherwise use any comments that you forward to us at any time and without restriction. We are and shall be under no obligation to you to maintain comments in confidence, pay compensation for any comments, or respond to any comments.

11. Warranties/Limitation of Liability

11.1 No Warranties

VGS does not warrant, guarantee, or otherwise assume responsibility for any service offered by a third party that you utilize our Services to interface with.

To the extent consistent with applicable law the VGS Services are provided on an “as is” and “as available” basis without warranty of any kind.

VGS makes no representations, warranties, or guarantees about the accuracy or availability of the Services. You agree that we shall not be liable for any damages resulting from use or inability to use our Services (this includes, but is not limited to: damages for loss of Data, Goodwill, Profit, and any other loss tangible or intangible).

11.2 Limitation of Liability

To the extent consistent with applicable law, we are not liable for any loss or damages including any damage or loss resulting from any unauthorized access or use of the Services (including, but not limited to, hacking or tampering) and regardless of whether alleged liability is based on negligence, contract, tort, strict liability or any other basis and regardless of whether VGS has been advised of the possibility of such damage.

This entire section applies to the maximum extent permitted by applicable law. Some regions do not allow exclusion or limitation of specific warranty or liability for consequential or incidental damages. For residents in these states, liability is limited to the extent permitted by law.

12. Indemnifications

You shall indemnify, defend, and hold harmless us, our suppliers, and our respective agents, directors, employees and representatives from and against all losses, claims, suits, liabilities and expenses that arise or otherwise relate to the following:

  • Any breach of this Agreement or by your use of our Services;
  • Your improper use of the services;
  • Your violation of any third party right (including, but not limited to, any IP rights, privacy rights, or other violation of any law or regulation of the United States or any other country;
  • Any other person’s access or use of the Services using your account credentials.

13. Disputes

13.1 Time Limit:

Unless otherwise noted, you must commence any action or proceeding relating to a Dispute no later than one year after the cause of action accrues.

13.2 Account ownership:

Notwithstanding any other component of this Dispute section, if there is a dispute between two or more parties as to account ownership, we will be the sole determiner and resolve the dispute at our own discretion.

14. Restrictions

Neither you, nor any third party may:

  • Access or monitor any information on restricted VGS systems by manual or automated means (including, but not limited to spiders, robots, or scrapers);
  • Use the Services in any way that exposes you or other VGS users to harm;
  • Decompile, disassemble, or reverse-engineer any of the software comprising or related to the Services;
  • Attempt to gain an unauthorized access to any portion of the Services;
  • Use the Services for any illegal activities.

15. Suspension and Termination

We reserve the right to suspend and terminate your VGS account and any other access to the Service at any time, including if we suspect fraud, illegal activity, or any other violation of this or any other VGS terms.

If this Agreement or your Account, is terminated for any reason we will also remove your access and revoke your license to use the Services. Additionally, we may, but are not obligated to, delete your information and account data stored on our servers. We are not liable to you or any other party for any damages or other compensation arising from the deletion of your information or account data.

Post-termination you will still owe any outstanding balances (and such balance will continue to accrue interest as any pre-existing Agreement with VGS. Further, the following sections of this agreement and will remain in force:

  • Warranties/Limitations of Liability (Section 11);
  • Indemnifications (Section 12);
  • Suspension and Termination (this section);
  • Governing Law;
  • Effects of Termination;
  • Our Intellectual property Rights and Obligations;

16. Data Security and Privacy

16.1 Confidentiality:

Any data that you utilize the VGS Services to send, secure, or recieve remains your data. VGS will maintain your data as your confidential information and only use this data as permitted by this Agreement or other agreements between you or your company and VGS.

Any other data you receive through or about the VGS Services remains VGS' confidential information unless it:

  • Is or becomes through no improper action or inaction by you or your company generally available to the public;
  • Was in your possession or known by you without restriction prior to receipt from VGS;
  • Was disclosed to you without restriction;
  • Was independently developed without use of any confidential VGS Information.

16.2 Rights Granted to VGS:

By submitting data, including log-in information such as usernames, passwords, and other content to us through the Services, you are licensing that content for us to use for the purpose of providing the Services. VGS takes no ownership of said data, however we may use and store the content in accordance with this Agreement and our Privacy Policy. You represent that you have the right to submit it to us for use for this purpose, without any restriction or obligation by us to pay any fees.

16.3 Privacy Policy:

Under this Agreement and solely to provide you the Services, you also agree to the Privacy Policy here. By continuing to use the VGS Services, you also agree to the updated version of the privacy policy located there.

For any data you secure with VGS Services or otherwise authorize VGS to send, receive, secure, or enrich on your behalf, you affirm that you are and will remain compliant with all applicable privacy laws.

17. Notice and Contact Information

If you have any other questions or require any other support you can:

Please provide all notice to support@verygoodsecurity.com.

18. Miscellaneous

18.1 Relationship:

The relationship between you and VGS is one of independent contractors. Nothing in this agreement is intended to create a partnership, joint venture, co-ownership, or otherwise characterize this relationship as a joint or common undertaking.

18.2 Conflict with other agreements:

If any portion of this agreement conflicts with a pre-existing agreement between you or your company and VGS, the terms of that pre-existing agreement will take precedence solely for the duration of that agreement.

18.3 Enforceability:

We may delay enforcing or decide not to enforce any of our rights against you without losing them. If any of the terms of this agreement are found to be unenforceable, we still may enforce any or all other terms of this agreement.

18.4 Severability:

If any portion of this agreement is found to be unenforceable by a competent court of law, that shall not affect the validity of the remaining provisions.

18.5 Assignment:

We may assign any of our rights and obligations under this agreement. You may not unless you receive written permission from Very Good security.

18.6 Governing Law:

This agreement and your Account, are governed by federal law and the law of California, and apply no matter where you live or use this account.