VGen Terms of Service

Roost Living Inc. DBA VGen

Last updated: April 9, 2025

Please read these terms of use (the “Terms of Use”) fully and carefully before using https://vgen.co (the “Website”) and the services, features, content or applications offered by Roost Living Inc. DBA VGen and its Affiliates (collectively, the “Company”, “VGen”, “us”, “we”, “our”) (together with the Website, the “Service”). The Terms of Use set forth the legally binding terms and conditions for your access to and use of the Service.

THE SERVICE COMPRISES AN ONLINE PLATFORM THROUGH WHICH ARTISTS (DEFINED BELOW) MAY OFFER CLIENTS (DEFINED BELOW) VARIOUS COMMISSIONS (DEFINED BELOW) AND ART PRODUCTS.

1. Interpretation

The words of which the initial letter is capitalized have the meanings attributed to them in the “Definitions” section of the Terms of Use. The definitions will have the same meaning regardless of whether they appear in singular or in plural.

2. Definitions

For the purposes of the Terms of Use:

  1. Account” means a unique account created for you to access the Service or parts of the Service.
  2. Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  3. Artist” refers to a User who has set up an Account to offer Commissions and Products to Clients.
  4. Client” refers to a User who purchases Commissions or Products from Artists via the Services.
  5. Commission” refers to art services provided by Artists to their Clients via the Service.
  6. Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by you, regardless of the form of that content. For the avoidance of doubt, any Products or Commissions of an Artist are considered to be the Content of such Artist. 
  7. Country” refers to Canada.
  8. Device” means any device that can access the Service such as a computer, a cellphone or a digital tablet.
  9. Feedback” means feedback, innovations or suggestions sent by you regarding the attributes, performance or features of the Service.
  10. PP” refers to the Company’s third-party payment processor, which may be but is not limited to Stripe, Inc. and its Affiliates.
  11. Privacy Policy” refers to the Roost Living Inc. DBA VGen’s Privacy Policy.
  12. Product” means a digital art asset provided by Artists to their Clients via the Service.
  13. Profile” refers to a given Artist’s page on the Service displaying their information as well as the various Commissions services and art products they offer.
  14. Third-Party Social Media Service” means any services or content (including data, information, products or services) provided by a third party that may be displayed, included or made available by the Service.
  15. User”, “you” or “your” refers to the individual accessing or using the Service, or a company or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

3. Acknowledgement

These are the Terms of Use governing the use of the Service and the agreement that operates between you and the Company. The Terms of Use set out the rights and obligations of all Users regarding the use of the Service.

If you accept the Terms of Use on behalf of your employer or another legal entity, you warrant and represent that (i) you have read and understood the Terms of Use; (ii) you have full legal authority or power to bind such entity to the Terms of Use; and (iii) you agree to the Terms of Use on behalf of the party that you represent. In such cases, “You” will refer and apply to your employer or such other legal entity.

Your access to and use of the Service is conditioned on your acceptance of and compliance with the Terms of Use. The Terms of Use apply to all visitors, Users and others who access or use the Service.
By accessing or using the Service you agree to be bound by the Terms of Use. If you disagree with any part of the Terms of Use then you may not access the Service.

You represent and warrant that: (i) you are 18 years of age or older and you are above the age of majority in your jurisdiction and have the right, authority, and capacity to enter into these Terms of Use with VGen; or (ii) you are between 13 years of age and the age of majority in your jurisdiction and are accessing the Services with the consent and supervision of your parent or legal guardian who has read and agrees to be bound by these Terms of Use on your behalf. You must not access or use the Website if you do not meet either of these requirements.

Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy. The Privacy Policy describes the Company’s policies and procedures on the collection, use and disclosure of your personal information when you use the Service and tells you about your privacy rights and how the law protects you. Please read the Privacy Policy carefully before using the Service.

Certain aspects of the Service may be subject to additional terms and conditions specified by the Company from time to time; your use of the Service is subject to those additional terms and conditions, which are incorporated into the Terms of Use by this reference.

4. User Accounts

When you create an Account with the Company, you must provide the Company with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms of Use, which may result in immediate termination of your access to the Service, your Account or both.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with the Service or a Third-Party Social Media Service.

You may not assign or transfer your Account to any other person or entity.

You agree not to disclose your password to any third party. You must notify the Company immediately upon becoming aware of any breach of security or unauthorized use of your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You acknowledge that you are solely and fully responsible for all activities that occur under your Account, even if not authorized by you. The Company reserves the right to terminate Accounts, cancel or refuse service, or remove or edit Content in its sole discretion.

By providing your email address, you consent to receive electronic communications from us, which could include but are not limited to information and updates related to gifts, notices and disclosures about your Account.

5. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your access to and use of the Service and Content. In connection with your access to and use of the Service, you may not and you agree that you will not:

  1. engage in any fraudulent, misleading, or deceptive activities on the Service;
  2. attempt to circumvent the Website’s commission collection and payments system by any means;
  3. use manual or automated software, Devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Services or Content; use the Service for any commercial or other purposes that are not expressly permitted by the Terms of Use;
  4. copy, store or otherwise access any information contained on the Service or Content for purposes not expressly permitted by the Terms of Use;
  5. infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  6. interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  7. use the Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use the Website, Application or Service in connection with the distribution of unsolicited commercial emails;
  8. “stalk” or harass any other User or collect, process or store any personally identifiable information about any other User;
  9. register for the Website on behalf of an individual other than yourself; recruit or otherwise solicit any Artist or other User to join third-party services or websites that are competitive to VGen, without VGen’s prior written approval;
  10. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information or otherwise interact with the Service;
  11. systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  12. use, display, mirror or frame the Website, or any individual element within the Service, VGen’s name, any VGen trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without VGen’s express written consent;
  13. access, tamper with, probe, scan or use non-public areas of the Website, VGen’s computer systems, or the technical delivery systems of VGen’s providers;
  14. attempt to probe, scan, or test the vulnerability of any VGen system or network or breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by VGen or any of VGen’s providers or any other third party (including another User) to protect the Service or Content;
  15. forge any transmission control protocol/internet protocol packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service, Application or Content to send altered, deceptive or false source-identifying information; or
  16. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Content; or advocate, encourage, or assist any third party in doing any of the foregoing.

The Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. The Company may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms of Use. You acknowledge that the Company has no obligation to monitor your access to and use of the Service or Content or to review or edit any Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with the Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. The Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that VGen, at its sole discretion, considers to be objectionable for any reason, in violation of the Terms of Use or otherwise harmful to the Service.

6. Commissions and Products

By using this Website, you acknowledge and agree that the Service is a platform that facilitates transactions between Artists and Clients. If you are an Arist, you understand the Service will be used as a marketplace to make your Commissions and Products available on the Service. Artists may offer Commissions or Products to their Clients via the Service. As a Client, if you agree on the terms of a Commission or a Product with an Artist, then you have a direct relationship with such Artist. VGen is not a party to this transaction, and does not employ, contract, or otherwise engage individuals or businesses to perform Commissions or provide Products on its behalf. The Company makes no representations or warranties about the quality or timeliness of the Commissions or Products provided by Artists to Clients, whether directly through the Service or otherwise.

As an Artist, you acknowledge and agree that any sale or transaction made through the Service is directly between you and the Client. You acknowledge and agree that you act independently of VGen, and have no employee, partner, representative, agent, joint venture, contractor, or franchisee relationship with the Company. You are responsible for the creation and operation of your Profile, all aspects of every Commission you engage in or any Product you make available including but not limited to timing of delivery, communications, quality of deliverables, pricing, taxes, defects, and regulatory compliance. As an Artist, you are also responsible for exercising your own judgement as to whether any particular Commission will net you a profit or loss. You represent and warrant that your Profile and Commissions or Products you make available on the Service will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties. VGen does not oversee, control, direct, or scope any Artist’s work and does not have any responsibility for communications, work performed, or legal compliance on the Service.

As an Artist, you acknowledge and agree that you will: (i) communicate clear and accurate descriptions of your Commissions and Products, including any conditions, limitations, or expectations related to engagement with Clients; (ii) provide and maintain accurate contact information to be displayed in connection with your Commissions and Products for customer support and legal purposes; (iii) comply with the representations and agreements you make with Clients in respect of any Commission or Product you offer through the Service.

Products offered on the Service may be priced as free, fixed price, pay what you want, or licensed as a subscription. Products may be purchased or sold for personal use, monetized use, or for certain licensed Products, commercial merchandising use. Any terms related to the pricing, use rights, or licensing rights are to be agreed upon solely between the Arist and the Client.

D. Taxes.

You acknowledge that when you and another User agree on the terms of a Commission or Product and proceed to move forward with it, you are entering into a legally binding contract with said User. The Company is not a party to this agreement, and does not enter into any employment, service provider, or independent contractor relationship with either the Artist or Client.

All Users may not use the Service for any illegal or unauthorized purpose. You may not violate any laws in your jurisdiction, the laws applicable to you in your Client’s jurisdiction if you are an Artist, or the federal laws of Canada or any province within. To the maximum extent permitted by the law, the Company disclaims any liability or responsibility for any act, omission, performance or communications of the Users, including any false or misleading statements made.

7. Payments

A. Third-Party PP Payments.

You acknowledge that VGen uses a third-party PP. You acknowledge that in order to receive the funds for Commissions you complete as an Artist or pay the Artist you are ordering a Commission from as a Client, you must provide your payment details to the PP, agree to the PP’s terms of service, and potentially go through the PP’s vetting process in order to set up an account with the PP. By accepting the Terms of Use, you agree to have reviewed and agreed to the PP’s services agreement. You acknowledge that VGen is not a party to the PP, and has no liabilities, responsibilities, or obligations to any User or any other party under the PP’s services agreement.

The Company supports various payment methods such as Visa, Mastercard, American Express, among others through its PP. Payment cards (credit cards or debit cards) are subject to validation checks and authorization by your card issuer. If the Company does not receive the required authorization, the Company will not be liable for any delay or non-delivery of your payment.

B. Billing.

You will provide VGen with accurate and complete billing information including full name, address, province, postal code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

C. Payouts.

In order to initiate a cash payout from your VGen wallet through the PP, the balance must be equal to or exceed US$50.00. This cash payout will be processed within seven business days after your request. If your Account is subject to investigation for fraudulent activity, this payout may take up to 180 days.

You acknowledge that you are solely responsible for reporting and paying all applicable local, state, federal, or equivalent taxation required by your legal jurisdiction and governance. VGen is not responsible for providing you with any tax advice or documentation and will not be held liable for any non-payment of taxes by you.

E. Refunds.

All purchases and fees are final and non-refundable. Certain refund requests may be considered by VGen on a case-by-case basis and granted at the sole discretion of VGen.

F. Disputes and Chargebacks.

The Company takes necessary precautions to minimize the number of disputes and chargebacks on the Company’s platform. However, when disputes are lost, VGen retains the right to debit the Artist for the partial or full amount of the associated costs.

8. Disputes with Other Users

You are responsible for resolving any disputes you may have with other Users on the Website. The Company may assist you with the dispute resolution, but is not obligated to do so. VGen disclaims any liability associated with any such dispute, regardless of whether or not the Company assists you with that dispute.

9. No Endorsement

The Company does not endorse or guarantee the quality, accuracy, or legality of any Artist, Commissions, Products, or services, content, or interactions provided by any User through the Service. The inclusion of any Artist on the Service does not constitute an endorsement or recommendation of such Artist by the Company. All interactions with other Users are conducted at the Users' own risk.

10. Other Responsibilities

You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent. You acknowledge that in the course of using the Service, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Use, you will destroy, return or delete any such confidential information in your possession.

11. Content

All purchases and fees are final and non-refundable. Certain refund requests may be considered by Us on a case-by-case basis and granted at the sole discretion of VGen.

A. Your Right to Post Content.

The Service allows you to post Content. You are solely responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness. You assume all risk and responsibility for determining whether you may lawfully post or otherwise distribute any Content and we have no obligation to evaluate, screen, or monitor any Content that you post to the Service.

By posting Content to the Service, including any Commission or Product you post as an Artist, you grant VGen a worldwide, irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free license to use, access, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit such Content on, through, or by means of the Service to: (i) develop, enhance, improve and make available the Service; (ii) develop, enhance, improve and make available VGen’s other products and services; and (iii) produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). VGen is free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for VGen to make your Content available to other Users, who may also use your Content subject to the Terms of Use.

You represent and warrant that: (A) the Content is yours (you own it) or you have all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority and right to use it and grant VGen the rights and license as provided in the Terms of Use, and (B) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

If you are an Artist, you grant the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license during the Term to use the names, trademarks, service marks and logos associated with any Commission or Product you make available on the Service (“Artist Trademarks”) to  provide and promote such Commission or Product and to perform our obligations and exercise our rights under these Terms of Use. The Company will not own any Artist Trademarks.

B. Content Restrictions.

The Company is not responsible for the Content of Users. You expressly understand and agree that you are solely responsible for the Content you make available and for all activity that occurs under your Account, whether done so by you or any third person using your Account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  1. unlawful or promoting unlawful activity;
  2. defamatory, discriminatory, or mean-spirited Content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
  3. spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  4. containing or installing any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person;
  5. infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;
  6. impersonating any person or entity including the Company and its employees or representatives;
  7. violating the privacy of any third person;
  8. false information and features;
  9. obscene, vulgar, tortious, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity;
  10. any depiction, discussion, or promotion of child sexuality, abuse, or exploitation; and
  11. “lolicon” style artworks, Commissions, Products or artistic products of that nature.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with the Terms of Use, and to refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if you post such objectionable Content. As the Company cannot control all Content posted by Users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content.

B. Content Backups.

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But you acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

12. Copyright Policy

A. Intellectual Property Infringement.

The Company respects the intellectual property rights of others. It is the Company’s policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of the Company’s copyright agent via email at hello@vgen.co and include in your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

B. Intellectual Property.

Neither these Terms of Use nor your use of the Service grants you ownership in the Service. These Terms of Use do not grant you any right to use the Company’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the Service and its original content (excluding Content provided by you or other Users), the source code in the software we use to provide the Service, and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of the Company or our licensors or third-party suppliers, if applicable.

The Service is protected by copyright, trademark, and other laws of both the Country and the provincial laws therein, and foreign countries as well.

Our trademarks and trade dress may not be used in connection with any product or service, including any Product or Commission, without the prior written consent of the Company.

The Service and all materials provided by us hereunder are made available or licensed and are not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved by the Company.

13. Your Feedback to the Company

You assign all rights, title and interest in any Feedback you provide the Company. If for any reason such assignment is ineffective, you agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

14. Links to Other Websites

The Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

The Company strongly advises you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

15. Malicious Code and Security

The downloading and viewing of Content and the Service is done at your own risk. We do not guarantee or warrant that the Service is compatible with your computer system or mobile device or that the Service, or any links from the Service or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Service.

16. Account Termination and Suspension

VGen may terminate or suspend your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of Use.

Upon termination, your right to use the Service will cease immediately. If you wish to terminate your Account, you may simply discontinue using the Service.

VGen reserves the right to refuse the Service to anyone for any reason at any time. If VGen suspends, limits, or terminates your ability to use the Service, you are prohibited from creating a new Account under your name, a pseudonym, or the name of any third party, even if you are acting on behalf of that third party.

Following the termination or cancellation of your Account, (i) VGen may delete all of your associated user data, including any Content; (ii) any pending orders made on your Account will be refunded to the original payment method.

These Terms of Use will remain fully enforceable against you in the event that your right to use the Services is suspended, limited, or terminated. VGen reserves the right to pursue legal action.

VGen reserves the right to discontinue any or all of the Service at any time. VGen is not to be held liable for any changes to the Service.

17. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT REMAINS WITH YOU. NEITHER VGEN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS WITH OTHER USERS OF THE SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VGEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL VGEN’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE AND YOUR USE OF THE SERVICE, EXCEED THE LOWER OF (I) AMOUNTS YOU HAVE PAID IN FEES TO VGEN IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100), AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VGEN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Disclaimers

The Service is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company’s providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, Content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or Content provided through the Service; or (iv) that the Service, its servers, the Content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, Trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section will be applied to the greatest extent enforceable under applicable law.

IF YOU CHOOSE TO USE THE SERVICE, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT VGEN DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING, BUT NOT LIMITED TO, ARTISTS AND CLIENTS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ARTISTS OR CLIENTS. YOU UNDERSTAND THAT VGEN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE OR TO REVIEW ANY PROFILES. VGEN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ARTISTS AND CLIENTS.

19. Indemnification

You will defend, indemnify, and hold harmless the Company and each of the Company’s employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use or misuse of, or access to, the Service or Content; (b) violation of the Terms of Use; (c)  infringement by you, or any third party using your Account or identity in the Service, of any intellectual property or other right of any person or entity; or (d) your interaction with any User, creation of a Profile or the use, including, but not limited to, any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of use of your Profile. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

20. Indemnification

A. Governing Law.

Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms of Use will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Québec, these Terms of Use will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Québec, any action or proceeding arising out of or relating to the Website and under these Terms of Use will be initiated in Toronto, Ontario, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.

B. Disputes Resolution.

If you have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.  EXCEPT AS RESTRICTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THE TERMS OF USE OR YOUR RELATIONSHIP WITH THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE CANADIAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND THE COMPANY HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor the Company will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. EXCEPT AS RESTRICTED BY APPLICABLE LAW,YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s Account, if the Company is a party to the proceeding.

C. Force Majeure.

The Company will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

D. Assignment.

The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer or delegate any of the Company’s rights and obligations hereunder without consent and at its sole discretion, without restriction. Subject to the foregoing, the Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

E. Agency.

No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.

F. Severability.

If any provision of the Terms of Use is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

G. Waiver.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under the Terms of Use will not affect a party’s ability to exercise such right or require such performance at any time thereafter nor will be the waiver of a breach constitute a waiver of any subsequent breach.

H. Translation Interpretation.

The Terms of Use may have been translated if the Company has made them available to you on the Service. You agree that the original English text will prevail in the case of a dispute.

I. Changes to the Terms of Use.

The Company reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time by posting an amended version of these Terms of Use to the Website. If you do not agree to the amendment of these Terms of Use, you have the right to terminate these Terms of Use by discontinuing the use of the Service, and if you reside in the province of Quebec, providing termination notice to the Company. The termination of these Terms of Use takes effect on the effective date of the proposed amendment, unless otherwise provided in your termination notice. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Website and the Service.

21. For European Union Users

If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

22. United States Federal Government End Use Provisions

If you are a United States federal government end user, the Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

23. United States Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

24. Contact Information

If you have any questions about the Terms of Use, please contact us by email at help@vgen.co.

25. Choice of Language

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.