This Product Creator Agreement was last updated on 02/01/2021.
This Product Creator Agreement ("Product Creator Agreement") is a legal agreement between you and vigtec inc. (hereinafter referred to as "Company"). By agreeing to this Product Creator Agreement, you agree to be bound by all of the terms set forth herein, which Company may change at any time, effective upon notice to you.
1. Applicability. This Product Creator Agreement contains the terms pursuant to which you (as a “Product Creator”) may create or develop your own unique applications, tools, algorithms, or other works (“Products”) to be offered on Company’s proprietary platform for download and use by the public. In the event of any conflict between this Product Creator Agreement and any other terms and conditions you have agreed to with Company, this Product Creator Agreement will prevail. If you’re agreeing to this Product Creator Agreement on behalf of an organization or entity, you must be authorized to agree to this Product Creator Agreement on that organization or entity’s behalf and bind them to this Product Creator Agreement (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).
2. Product Creator Services. As a Product Creator, Company may provide you with certain services, as described more fully herein and on the Company’s web pages or mobile applications (“Site”), solely for your own use in connection with your participation as a Product Creator. Product Creator Services may include:
3. Product Development and Submission. You may use the Product Creator Services to create your own Products for distribution on the Company’s Site. Each new Product must be submitted to Company for approval before it will be made available to users. Company reserves the right not to approve a Product for any reason at its sole discretion.
4. Monetization. Company will provide you with a percentage of the net purchase price and/or any net subscription fees (“Net Revenue”) collected from the sale or subscription of the Product, as calculated by Company. The exact percentage you will receive will be communicated to you on your user portal on the Site or in electronic communications from Company, and may be modified at any time by Company at its sole discretion. You agree that you shall bear and be responsible for any and all applicable federal, state, local, and foreign taxes on the Net Revenue.
5. Ownership of Products. You own the Products. You agree to grant us a limited, worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable license (a) to distribute the Products and to permit others to use, access, and download the Products from us, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution of the Products. The licenses granted by you continue for a commercially reasonable period of time after you remove or delete the Products from the Site. You agree we may retain, but not copy, use, display or distribute, copies of any Products that have been removed or deleted.
6. Rules & Restrictions. You must adhere to our Community Guidelines at all time. You agree that Company may remove or disable any Products for any reason in its sole discretion, including for a violation of our Community Guidelines, infringement of another’s intellectual property, the potential violation of a law or regulation, or if we believe the Product, or distribution of the Product, may cause harm to Company, our users, or third parties.
You further agree not to (a) copy, in whole or in part, any aspect of Company’s Site, (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Site; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or other information in the Site, (d) scrape or copy any of the content from Company’s Site, or (d) or use the Site in violation of any law.
7. Term and Termination. Company may terminate or suspend you as a Product Creator and remove or disable any of your Products, at any time in Company’s sole discretion. If Company terminates you as a Product Creator, Company reserves the right to deny your reapplication at any time in Company’s sole discretion. You may terminate your participation as a Product Creator at any time, for any reason, by notifying Company in writing of your intent to do so. Upon any termination or, at Company’s discretion, suspension, all rights and licenses granted to you by Company will cease, including your right to access the Site, and you agree to destroy any and all Company Confidential Information that is in your possession or control. At Company’s request, you agree to provide certification of such destruction to Company. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.
8. Independent Development. Nothing in this Product Creator Agreement will impair Company’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any Products that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Company will be free to use any information, suggestions or recommendations you provide to Company pursuant to this Product Creator Agreement for any purpose, subject to your applicable patents, trademarks, or copyrights.
9. Confidentiality. Except as otherwise set forth herein, you agree that Company’s software, services, and/or hardware (including related documentation and materials) and any information disclosed by Company to you, including information about Company’s users and relating to the monetization of your Channel, will be considered and referred to as “Confidential Information”. Notwithstanding the foregoing, Confidential Information will not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by Company; (c) information that is independently developed by you without the use of any Company’s Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third party software and/or documentation provided to you by Company and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
Unless otherwise expressly agreed or permitted in writing by Company, you agree not to disclose, publish, or disseminate any of Company’s Confidential Information to anyone or use the Confidential Information other than as necessary to fulfill the purpose of this Product Creator Agreement. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Company’s Confidential Information. You acknowledge that unauthorized disclosure or use of Company’s Confidential Information could cause irreparable harm and significant injury to Company that may be difficult to ascertain. Accordingly, you agree that Company will have the right to seek immediate injunctive relief to enforce your obligations under this agreement in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Company’s Confidential Information, you may make such disclosure, but only if you have notified Company before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Confidential Information.
10. Use Of Company Marks. You agree not to use the marks “vigtec inc.” the vigtec inc. logo, or any other marks belonging or licensed to Company in any way except as expressly authorized in writing by Company, except that you may identify vig.io by name, without using its logos, to promote your Products.
11. Use of Company Materials. Any written documentation, code, tools, algorithms, data, information, video presentations, audio recordings or related materials (“Materials”) provided to you by Company shall be the property of Company and shall be protected as Confidential Information subject to the definition for that term set forth above. Company hereby grants you a limited, nonexclusive, nontransferable, revocable, license to use the Materials in connection with your Products. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any of Company’s intellectual property. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Materials to a human-perceivable form, and you will not modify, translate, reproduce, distribute, or create derivative works, rent, lease, transmit, sell, or loan the Materials in whole or in part.
12. Limitations of Liability and Indemnification. YOU HEREBY WAIVE AND RELEASE COMPANY, ITS OFFICERS, MANAGERS, EMPLOYEES, AGENTS, OR AFFILIATES, FROM ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING COSTS OR ATTORNEYS’ FEES, ARISING UNDER OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR YOUR USE OF OR ACCESS TO THE SITE. IN NO EVENT WHATSOEVER SHALL THE AMOUNT OF DAMAGES RECOVERABLE FROM COMPANY, UNDER ANY THEORY OF LAW OR EQUITY, EXCEED THE OVERALL SUM OF ONE THOUSAND DOLLARS ($1,000) IN TOTAL. EACH PARTY AGREES THAT SUCH SUM IS A FAIR AND REASONABLE LIMITATION ON DAMAGES HEREUNDER. YOU AGREE TO INDEMNIFY AND AGREE TO DEFEND AND HOLD HARMLESS COMPANY, ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSEES AND WEB HOSTING SERVICES AND THIRD PARTIES FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING BUT NOT LIMITED TO COURT COSTS, LEGAL FEES, AWARDS OR SETTLEMENTS) RELATING TO OR ARISING OUT OF THIS PRODUCT CREATOR AGREEMENT, YOUR PRODUCTS, AND ANY BREACH BY YOU OF THE TERMS CONTAINED IN THIS AGREEMENT.
13. NO WARRANTIES. THE PRODUCT CREATOR SERVICES AND THE SITE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT PRODUCT CREATOR SERVICES AND THE SITE IS AT YOUR SOLE RISK. ANY WARRANTY FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED AND EXCLUDED. COMPANY MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH YOUR PRODUCTS, 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.
14. Jurisdiction; Venue; Waiver of Trial by Jury. Any lawsuit or other legal dispute between you and Company arising under this Agreement or relating to the Product Creator Services shall be brought exclusively in Tampa, Florida and shall be governed by the laws of Florida, without regard to provisions of conflicts of law. You consent to the jurisdiction of courts in Florida. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of the Product Creator Services and/or this Product Creator Agreement.
15. CLASS ACTION WAIVER. THE PARTIES AGREES THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS.
16. Intended Audience. The Product Creator Services are intended for adults only. The Product Creator Services are not intended for any children under the age of 13. You represent and agree that you are at least 18 years of age.
17. Updates. Company may from time to time in its sole discretion develop and provide updates to the Site, including the Product Creator Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your settings: (a) Updates may automatically download and install onto your mobile device; or (b) You may receive notice of or be prompted to download and install available Updates. You shall acknowledge and agree that the Services or portions thereof may not properly operate should you fail to install Updates. You further agree that all Updates will be deemed part of the Product Creator Services and be subject to all terms and conditions of this Product Creator Agreement.
18. LIMITATION OF TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS PRODUCT CREATOR AGREEMENT OR THE PRODUCT CREATOR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM SHALL BE WAIVED AND PERMANENTLY BARRED.
19. Certification. You certify that you are at least 18 years of age and that your answers to the registration materials on the Site will be truthful.
20. Assignment. You may not assign any portion of this Product Creator Agreement or the Product Creator Services unless agreed by the Company in writing. Company may assign this Product Creator Agreement in its entirety, without your consent, to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Product Creator Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
21. Severability. If any provision is found to be invalid, the remaining provisions will be in full force and effect.
22. Entire Agreement. This Agreement constitutes your entire Agreement with Company with respect to the Product Creator Services.
23. Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of Company.
You further understand and agree that indicating your consent to this document by checking the relevant box or clicking a button on an electronic form is the electronic equivalent of a written signature on this document.