Roost Living Inc. DBA VGen
Last updated: November 20, 2022
Please read these Terms of Use (together with Roost Living, Inc. DBA VGen’s Privacy Policy, the "Terms", "Terms of Use" or "Agreement") fully and carefully before using https://vgen.co (the "Site", or "Website") and the services, features, content or applications offered by Roost Living, Inc. DBA VGen and its affiliates (collectively, "VGen", "the Company", "we", "us", or "our") (together with the Site, the "Service"). These Terms of Use set forth the legally binding terms and conditions for your 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.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms of Use:
These are the Terms of Use governing the use of this Service and the agreement that operates between You and the Company. These Terms of Use set out the rights and obligations of all users regarding the use of the Service.
If you accept this Terms of Use on behalf of your employer or another legal entity, you warrant and represent that (i) you have read and understood these Terms of Use; (ii) you have full legal authority or power to bind such entity to these Terms of Use; and (iii) you agree to these 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 these Terms of Use. These 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 these Terms of Use. If You disagree with any part of these 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 (ii) You are of legal age in your jurisdiction and have the right, authority, and capacity to enter into this agreement with VGen. You must not access or use this site if you do not meet this requirement.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Certain of the Service may be subject to additional terms and conditions specified by us from time to time; your use of such Service is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your access to Services, 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 Our 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 Us 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. VGen and its affiliates reserve the right to terminate accounts, cancel or refuse service, or remove or edit content in our 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.
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 use of the Service and Content. In connection with your use of our Service, you may not and you agree that you will not:
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 these Terms. You acknowledge that The Company has no obligation to monitor your access to or use of the Service or Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, 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 these Terms or otherwise harmful to the Service.
By using this Site, You acknowledge and agree that the Service is a platform that facilitates transactions between Artists and Clients. Artists may offer Commissions to their Clients through the platform. As a Client, if you agree on the terms of a Commission with an Artist, then you have a direct relationship with said Artist. VGen is not a party to this transaction, and does not employ, contract, or otherwise engage individuals or businesses to perform Commissions on its behalf. The Service makes no representations or warranties about the quality or timeliness of the Commissions provided by Artists to their clients, whether directly through the Site 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 its affiliates, 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 Artist Profile, all aspects of every Commission you engage in 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 Artist Profile and Commissions you sell through 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.
You acknowledge that when You and another User agree on the terms of a Commission 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, or the laws of Canada and the Province of Ontario. To the maximum extent permitted by the law, VGen and its affiliates disclaim any liability or responsibility for any performance or communications of its Users, including any false or misleading statements made.
You acknowledge that VGen uses a third party payment processor. 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 PSP’s terms of service, and potentially go through the PP’s vetting process in order to set up an account with the PSP. By accepting these Terms, 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 Services Agreement.
We support various payment methods such as Visa, MasterCard,, American Express, among others through our PP. Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your payment.
You shall 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, we 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.
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.
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.
We take necessary precautions to minimize the number of disputes and chargebacks on our platform. However, when disputes are lost, VGen retains the right to debit the Artist for the partial or full amount of the associated costs.
You are responsible for resolving any disputes you may have with other Users on the Site. 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.
You shall 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 shall 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.t
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such user Content on, through, or by means of the Service.
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 Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) 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.
The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content 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:
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 these Terms, 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.
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.
We respect the intellectual property rights of others. It is Our 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 our copyright agent via email at [email protected] 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.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of 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.
Our Service may contain links to third-party web sites 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 web sites or services. You further acknowledge and agree that the Company shall 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 web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these 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.
We reserve 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 VGen Account will be refunded to the original payment method
This Agreement shall 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.
We reserve the right to discontinue any or all of the Service at any time. We are not to be held liable for any changes to the Service.
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 THESE TERMS, 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 THESE TERMS 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.
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 provider makes 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 shall 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.
You shall defend, indemnify, and hold harmless the Company, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, Our Service, Content, violation of these Terms of Use, or infringement by you, or any third party using your Account or identity in Our Service, of any intellectual property or other right of any person or entity, or 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 a Profile. We reserve 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 us in asserting any available defenses.
These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario, including its conflicts of law rules, and Canada.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company. YOU AGREE THAT ANY DISPUTE (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE OR YOUR RELATIONSHIP WITH US SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE CANADIAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither You nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. 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 we are a party to the proceeding.
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
These Terms of Use are personal to You, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent and at our sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
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.
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
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.
If any provision of these Terms 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.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms of Use may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time.
By continuing to access or use Our 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.
If you have any questions about these Terms of Use, You can contact us:
By email: [email protected]