Terms of Use

We last updated this document on January 1, 2017


Hello there!
Congratulations on being part of the select few that want to read this document :) - and welcome to vertiglo.com.

The outlined Terms and Conditions apply to the website and our associated applications, including any services made through them (we’ll make it easy and call them, collectively, the “Site”, “Sites”) operated by Vertiglo Software, LLC (to which we’ll refer to as “Vertiglo Software”, “vertiglo.com”, “us”, “we”, or “our” as is appropriate). We understand that language on these documents can get out of control, so we’ll try and keep it in plain speak. After reading this document, you’ll have a sense of our terms.


TERM OF AGREEMENT
OBEYING THE LAW
DATA AND COMMUNICATION
CONTENT AND USE OF INFORMATION
OUR AUDIENCE
OUR INTELLECTUAL PROPERTY
OTHER INTELLECTUAL PROPERTY
PLATFORM ACCOUNTS AND ASSOCIATED DATA
WHAT WE DO AT VERTIGLO (Milestones & Work, Modifications)
REFUSAL OF SERVICE
CHARGES, PAYMENTS AND FEES
REFUND POLICY (Collections, Chargebacks & Reversals)
CANCELLATION OF SERVICES
TERMINATION
PASSING OF RIGHTS
CONDUCT FOR THE SITE
COMPLAINT PROCESS
DISCLAIMERS
LIMITATIONS OF LIABILITY
FINAL THOUGHTS


TERM OF AGREEMENT

The use of the Sites is subject to the following terms of use (the “Terms”) and the conditions of our Privacy Policy, incorporated into these Terms by reference. By visiting these Sites you acknowledge that you have read, understood and agree to these as well as any other terms, guidelines, or rules that apply to any portion of these Sites, without limitation or qualification. Note: If you do not agree to these Terms, you should not use this website. For our Clients, please refer to your contract for detailed software use that is specific to your platform and services.


Also, you should know that we reserve the right to update and revise these Terms at any time. We'll make sure to change the updated date at the top of this page so you can tell if these Terms have changed since your last visit. Once we post any changes, your continued use of the Sites constitutes your acceptance of the revised Terms. If you have any concerns or questions, reach us at client.services@vertiglo.com


OBEYING THE LAW

Since Vertiglo Software is located within the United States of America (Upstate New York to be specific), we are required to follow all laws and regulations of New York State, the United States Department of Commerce, the United States Department of Treasury, or any other United States agency or authority. This provision applies to all technology services provided and maintained by Vertiglo Software, whether located within the US or other countries.


DATA AND COMMUNICATION

When you visit the Sites, or send us emails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.


CONTENT AND USE OF INFORMATION

We always want to hear from you! As such, we may, from time to time, allow you to post data, comments, images or other content and communications on our Sites. We welcome your engagement. However, with that communication comes responsibility.

When you submit, distribute, transmit, or post any communications or any other material (either through the Sites; through our pages on third party sites. This is collectively "User Content"), you represent and warrant that you hold all necessary right, title, and license to such materials (in other words, you own it or have the right to give it to us); that your submission of such materials to Vertiglo Software does not and will not violate or infringe the rights of any third-parties, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights (you have the correct permission for use); and all User Content you provide is accurate, complete, up-to-date, and not misleading.

Furthermore, you give us a right and license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content in any and all media formats or distribution channels. You agree that this license includes the right for Vertiglo Software to use your User Content to provide, promote, and improve the Sites. You agree that this license is irrevocable, non-exclusive, perpetual, worldwide, transferable, sub-licensable, fully paid, royalty-free, and will survive termination of your account. Please note that we may use User Content without compensation of any kind to you, including if we use User Content for advertising or promotional purposes.

You also agree that if your User Content contains any ideas, concepts, know-how, or techniques, we can use the User Content and anything it contains for any purpose including, but not limited to, developing and marketing products.

In addition to giving Vertiglo Software a license, you also give each user of the Sites an irrevocable, non-exclusive, perpetual, worldwide, transferable, sub-licensable, fully paid, and royalty-free right and license to access your User Content through the Site and to use, edit, modify, publish, reproduce, distribute, prepare derivative works of, display, perform, adapt, and promote such submissions, including after any termination of your account.

The bottom line is that if you share something with us, you keep ownership of it and can continue to do anything you want with it, but you allow us and our other users to use your User Content as we see fit. If you don't agree to these conditions, then please don't provide the materials to us.

Vertiglo Software reserves the right to block or remove communications, postings or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret, intellectual property or other rights of another or (d) offensive or otherwise unacceptable to Vertiglo Software in its sole discretion.


OUR AUDIENCE

Our Sites are intended for use by adults only, and is not intended for persons under the age of 18 (unless the Sites are designed for children in educational institutions). You certify that you (a) are at least thirteen (13) years of age, and (b) that, if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party. If you are under 13 years of age, please do not use or access the sites at any time or in any manner.


OUR INTELLECTUAL PROPERTY

We spend a lot of time on building solutions and helping Clients reach their goals using data driven apps. With that, the content that appears on the Sites, including without limitation all designs, illustrations, icons, photographs, video clips and written materials, as well as the compilation of the website, Sites, and other materials, are the exclusive property of Vertiglo Software or our licensors and is protected by the United States and international copyright laws. All trademarks, service marks, and trade names that appear on the Sites and the overall "look and feel" of the Sites, application behavior and Sites (collectively the "Marks") are proprietary to Vertiglo Software, or the respective owners of such Marks. You may not display, reproduce, or otherwise use the content or materials on the Sites, including the Marks, without first receiving written consent from us specific for each such use. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Sites. Scraping the Sites or using other automated or manual means to take our content without our prior consent is expressly prohibited. Any unauthorized use of any content or materials on the Sites is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes. All goodwill generated from the use of our Marks must be for the benefit of Vertiglo Software.

If you would like to request authorization to use the materials or content on the Sites, please contact us at client.services@vertiglo.com


OTHER INTELLECTUAL PROPERTY

If you believe that your copyright has been infringed, please get in touch with us. We will review all claims that we receive of copyright infringement. If we deem that any content is in violation of applicable laws, we will remove it from our Sites.

Under the Digital Millennium Copyright Act for infringement notifications, please email client.services@vertiglo.com

To help us identify any work that you believe constitutes a copyright infringement, please provide us with the following:

* A description of the copyrighted work and the URL on which it appears Your contact details, including email address

* A statement that you have a good faith belief that our use of the work is not authorized

* A statement, made under the penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf

* An electronic or physical signature of the copyright owner or a person authorized to act on their behalf

It is important that you provide the information above before any review takes place.


PLATFORM ACCOUNTS AND ASSOCIATED DATA

We don't believe in putting unnecessary restrictions in your way throughout our Sites. You can navigate most of the Sites without creating a user account. Other features, however, may require you to create an account. If you create an account, you are solely responsible for any activity that occurs through your account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your account at all times. If any information is incorrect or outdated such as email address or payment details, it can lead to errors or delays, for which we will not be responsible.

Important to note: We’d advise against sharing any account information. You may never use another person's account details for the Sites without permission. Similarly, no one else should be able to use your account without permission. You are solely responsible for keeping your account and account password secure and for any consequence resulting from your failure to do so.

You can always have us delete your account by emailing the support team at support@vertiglo.com


WHAT WE DO AT VERTIGLO

Vertiglo Software is a New York based LLC that creates data driven web and application services (SaaS). Clients range from small to large B2B’s and our services (collectively, the “Services”) range from standard websites to enterprise applications. All our Services are wired around the client’s needs and grown from there. We work in many industries such as health, education, government and financial. We have no template service or pricing stack. All service details are provided in the Client executed contract. We’re very transparent and flexible in how we operate-


REFUSAL OF SERVICE

Vertiglo Software reserves the right to refuse service to any person at our discretion. We further reserve the right to deny service to any script, program, software, or other service at our discretion. Such refusal can occur at any time, for any or no reason, and without explanation.


CHARGES, PAYMENTS AND FEES

For current clients, please refer to your contract related to your specific Site.

Charges are unique to each Client. We assess charges for design, development, consultation and support. That’s really it! We don’t control pricing outside of this. For current Clients, please refer to your contract.

A few general points to keep in mind when it comes to pricing… A 50% deposit of the total charges is due immediately upon executing the contract (signing it). We reserve the right not to commence any work until the deposit has been paid in full. The remaining 50% shall become due when the work is completed to your reasonable satisfaction.

As outlined in your contract, Vertiglo Software will automatically bill the credit card on file for the Client after approval/notification. All fees are billed in United States Dollars (“USD”) and are subject to change at any-time with thirty (30) days prior notice to the Client. It is the responsibility of the Client to ensure that all billing information on file with Vertiglo is accurate, and that any credit card or other automated payment method on file has sufficient funds for processing.

Any account not paid in accordance to the Client contract is subject to penalty or suspension. Following sixty (60) days of non-payment, Vertiglo Software reserves the right to suspend all associated Site services as outlined in the Client contract. Once the account is suspended, the past due amount must be paid in full to restore services. Failure to pay within ninety (90) days will result in termination of the contract and cancellation of any subsequent services. Vertiglo Software is not responsible for any damages or losses as a result of suspension or termination for non-payment by the Client.

Many Client’s prefer to pay for services by mailing the payment to our office. That’s fine…We will set the invoice preference to Mail in Payment in our billing system as agreed to in the Client contract. In general and unless we say otherwise, you’ll have 30-45 days to make sure all payments post to your account.


REFUND POLICY

A few notes about refunds. For existing Clients, refer to your contract. Generally:

No refunds are given for development work that has completed.
For work yet to be completed, please see the termination section. No refunds on any services such as web hosting, VPN, SSL, Domains, IP Addresses and any custom programming development. No refunds on development delays out of our control We offer credit on ticketing or application fees before the event or activity start date. No refund or credit is available after the event or activity has passed Refunds are not offered for accounts that are suspended or terminated for violating the contract agreement.

Vertiglo Software reserves the right to refuse a refund at any time for any or no reason. Refunds will be issued only to the payment method that the original payment was sent from, and may take up to 5 days for processing. We do not issue refunds via check, alternate credit cards (unless the charged card is not active), or other payment methods.

Collections

We don’t want to refer anyone to an agency, so we’ll try and avoid this step if we can. Any account over $1,000.00 (USD) that remains unpaid after one-hundred-twenty (120) days may be submitted to an outside collections agency. We will try our best to contact you directly. If further civil or criminal actions are deemed necessary to collect a debt, the Client agrees to pay all associated costs including court costs and reasonable attorney’s fees.

Chargebacks & Reversals

All disputes and overcharges must be reported directly to your Vertiglo Software Account Manager or email client.services@vertiglo.com immediately. Include your account information along with the issue along with statement(s). Any Client that initiates a chargeback, reversal, or other dispute with their credit card issuing bank (“Dispute”) will be immediately suspended or terminated pending investigation. The Client agrees to pay a “Research Fee” (for balances over $5,000) of $50.00 USD per Dispute regardless of the actual validity of the charge.


CANCELLATION OF SERVICES

100% development deposit would be refunded if requested within fifteen (15) days and no work has commenced. For development work that has commenced, you will be responsible for milestones completed with all future work terminated. In the case where development has completed, the Client may cancel managed services with thirty (30) days notice at any time. In this case, Client will be billed for the next billing cycle thirty (30 days) and responsible for that last payment.

We’re consistent with all accounts – you can any managed services contract with thirty (30) days written notice as directed by the account holder (signed email letter is fine – client.services@vertiglo.com. It’s important to refer to your contract for source code and data ownership guidelines on discontinuing services with Vertiglo Software.

Vertiglo Software does not accept cancellations via telephone or parties on behalf of the Client.


TERMINATION

You agree that Vertiglo Software, at its sole discretion, may terminate or suspend your access to and use of the Site (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if Vertiglo Software believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Vertiglo reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the Site (or any part thereof) without notice. This includes non-payment and accounts that are past due over 60 days.

You agree that Vertiglo Software and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the Site. Your obligations under this Agreement shall continue even after Vertiglo Software has terminated and/or cancelled this Agreement or your access to the Site. Any provision that by its nature survives shall survive termination, expiration or cancellation of this Agreement including, but not limited to, the license granted by you to Vertiglo Software for use of your User Content.

Vertiglo Software is not responsible for any data or financial losses incurred by the use of any software created for the Client. We will do what we can to ensure our Sites are problem free and accurate, the ultimate responsibility lies with the Client in ensuring that all Sites are functioning as they should. For managed service Clients, we’ll retain hourly or daily data stores (depending on the managed services contract).


PASSING OF RIGHTS

Refer to your contract, once all development is complete and payments are posted - you are assigned the rights to use, as applicable, the products and services, including, the web site, application, APIs, and all assets related to that project (text, graphics, animation, audio components and digital components) in accordance with these terms and conditions. the Project Agreement and any applicable agreement, terms or license but no rights of source-code ownership are conveyed unless specifically stated in the contract. No such rights as described in above will pass until all amounts due to us from you are paid.


CONDUCT FOR THE SITE

As a condition of use, you promise not to use the Sites for any purpose that is prohibited by these Terms. You are responsible for all your activity in connection with the Sites.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Sites (or other accounts, computer systems or networks connected to the Sites); (iv) run any form of auto-responder or “spam” on the Sites; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites; (vi) harvest or scrape any Content from the Sites; (vii) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate, (viii) upload any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (ix) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Sites, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.


COMPLAINT PROCESS

We don't like disputes at all! Let's work together to make sure we don’t have any. Most client concerns can be resolved quickly and to a mutual satisfaction by contacting us at client.services@vertiglo.com. In the unlikely event that our team is unable to resolve a complaint to your satisfaction, you may submit a formal complaint as outlined below.

Informal

Anyone who experiences a problem with their web service provided by Vertiglo Software should raise the matter directly using our online contact/support form or email client.services@vertiglo.com giving sufficient information to locate the material and clearly outlining the grounds for complaint. We will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.

Formal

The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure.

A formal complaint should be made in writing to Vertiglo Software, who will acknowledge receipt and ensure that the matter is reviewed as soon as possible.

An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.


Please direct these documents to Vertiglo Software and addressed to our agent for notice and sent via certified mail:

Agent for Notice, Vertiglo Software, C/O CT Corporation, 111 Eighth Avenue, New York, NY, 10011 United States.

You can always email us at client.services@vertiglo.com and we’ll circle back promptly.


DISCLAIMERS

You understand and agree that we have no control over, and no duty to take any action regarding: which users access the Sites; what content you access via the Sites; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as result of your exposure to the content.

THE SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTIGLO SOFTWARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITES OR ANY CONTENT ON THE SITES, WHETHER PROVIDED OR OWNED BY VERTIGLO SOFTWARE OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, VERTIGLO SOFTWARE DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SITES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SITES WILL MEET YOUR REQUIREMENTS.


LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERTIGLO SOFTWARE OR ANYONE REPRESENTING VERTIGLO SOFTWARE BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SITES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SITES OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITES OR VERTIGLO SOFTWARE'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SITES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE APPLICABLE PRODUCTS; OR (II) $500.00.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERTIGLO SOFTWARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


FINAL THOUGHTS

We take our commitment to our Clients seriously, and we'll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation.

These Terms are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

If any provision of this agreement is found to be invalid by a competent court, the invalidity of such provisions shall not affect the validity of the remaining provisions. Likewise, if we choose to terminate any provision in accordance with the termination provision, that termination shall not affect the termination of other provisions.

This agreement constitutes the entire agreement between you and us with respect to the Sites and supersedes all previous or contemporaneous agreements. The section headings are merely provided for convenience and shall not be given any legal import.

This document is an adaptation of legal standardized Terms and modified to fit Vertiglo Software. We are not affiliated or connected to those brands or services.

For more information, please email client.services@vertiglo.com


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