Terms of Service

Last updated August 30, 2023

These Terms of Service (these “Terms”), govern your relationship as a customer (“Customer”) of Vengreso, Inc., a Delaware corporation with a principal mailing address of 1547 Palos Verdes Mall, Suite 250, Walnut Creek, CA 94597 (“Vengreso”). Customer and Vengreso are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Vengreso reserves the right to suspend or terminate accounts used for activity prohibited by these Terms. Vengreso additionally reserves the right to update and change these Terms by posting updates and changes to the website located at https://vengreso.com (the “Website”).  

RECITALS

1. Vengreso provides access to its FlyMSG text expander and writing assistant platform (the “Application”).

2. Vengreso also provides Professional Services, including but not limited to speaking, training, coaching, and other consulting services.

3. Customer desires to access certain software-as-a-service offerings and other services described herein, and Vengreso desires to provide Customer access to such offerings, subject to these Terms.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. Definitions.  Capitalized words used in these Terms shall have the meaning set forth below or as elsewhere defined in these Terms.

1. “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms.
2. “Customization” means a service provided by Vengreso for the modification of the Services pursuant to specific requests by Customer.
3. “Data” means information provided by or for Customer.  There are several different types of Data:

1. “Customer Data” means any Data (i) owned or provided by Customer directly or indirectly to Vengreso, including, without limitation, information about Customer’s users, whether or not hosted by Vengreso or (ii) generated by Vengreso or the Services from Data submitted or on behalf of Customer.  
2. “Hosted Data” means Customer Data that Vengreso stores on servers or other computers owned or controlled by Vengreso.
3. “Non-Hosted Data” means Data that is not Hosted Data, including any Data on Customer’s servers or third-Party servers.
4. “NPI Data” means any Data that does not contain Personal Information.

4. “Documentation” means Vengreso’s user manuals, handbooks, and guides relating to the Services provided by Vengreso to Customer either electronically or in hard copy form.

5. “Error” means a reproducible failure of the Vengreso software to perform in substantial conformity with the intended functionality of the Services, and any Customizations.
6. “Intellectual Property Rights” means any and all registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
7. “Open Source Software” means computer programs that are (1) not public domain, (2) subject to some form of intellectual property ownership such as copyright or patent protection, (3) are made freely available at no charge to the general public by their owner, and (4) are licensed pursuant to a written document that may list one or more limitations on how licensees may use, modify and share the programs and derivative works (new versions) of the programs.
8. “Personal Information” means any non-public information that identifies an individual person.
9. “Services” means the Application, the Subscription(s) thereto, and any other Professional Services, development, integration or deployment services provided to Customer by Vengreso as described on the Website, or in any applicable Vengreso-provided quotes, Statement of Work (“SOW”), and/or invoices.
10. “Vengreso IP” means Vengreso’s Intellectual Property Rights to the Application, the Website, the Modern Sales Mastery courses, all other Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, including, without limitation, and all related technology, materials, data, tools, widgets, user activity reports, programming, development and design, front and backend systems, visual design, instructions, video, content, all of the content in the Application or the Website, including without limitation, the playbooks, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, designs, trademarks, service marks, trade dress and logos contained therein.
11. “Website” means https://vengreso.com, http://flymsg.io, https://app.vengreso.com, variations of these websites thereof (i.e. http vs. https) and/or any of the associated subdomains of these URL’s, as well as any third-party social media platforms operated by Vengreso, including but not limited to Vengreso’s YouTube channel.

2. Services.

1. Grant. Subject to these Terms, Vengreso hereby grants to Customer and its Authorized Users a nonexclusive, non-transferable subscription to use the Application and a right to access the other Services during the Term solely for use by Customer’s own internal business purposes, as more specifically detailed on the Website. Nothing in these Terms shall in any way limit the ability of Vengreso to offer access to and use of the Services to any other party.

2. Limitations. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3. Third-Party Sites. The Services may make other websites, resources, or online services (the “Third-Party Sites”) available to Customer. Vengreso does not own or control any of the Third-Party Sites. Vengreso does not verify the accuracy of any information provided by Third-Party Sites or other users.  Any information or materials which are provided or maintained by Third-Party Sites such as linked sites which may be accessed throughout the Services are provided on an “as is” basis. Vengreso does not warrant or bear responsibility for the performance of any Third-Party Sites which are not directly integrated into Vengreso service deliverables. The Customer’s sole and exclusive rights and remedies with respect to any Third-Party Sites, including rights and remedies in the event Third-Party Sites gives rise to an infringement claim, will be against the Third-Party Sites and not against Vengreso. Where permitted by law, Vengreso shall assign to Customer any assignable warranties it may receive from any such Third-Party Sites.

4. Open-Source Software.  Vengreso may use Open-Source Software as part of the Application or to provide the Services.  Vengreso’s use of Open-Source Software does not affect either Vengreso’s ownership of the Application or Customer’s ownership of the Customer Data.

5. Customer Accounts. In order to access certain features of the Services, Customer may be required to create and/or log into a unique user account of its own. Use of another’s account is not permitted. When creating its account, Customer must provide accurate and complete information.  Customer is solely responsible for the activity that occurs in its account. Customer also is responsible for maintaining the security of its account password, as well as the passwords of any third-party services that Customer may have elected to link to its account.  Customer agrees to notify Vengreso immediately of any breach of security or unauthorized use of its account. Customer hereby acknowledges and agrees that Vengreso shall not be responsible for any liability, actions, claims, or damages arising out of or in connection with inaccuracies of Data, any Data Breaches (as defined below), or other problems or Errors with the Services as a result of Customer allowing multiple Authorized Users to share any single account. Vengreso reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

6. Customer Content. Certain Services may provide Customer with the ability to post comments or share content (“Customer Content”). Customer grants to Vengreso a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute Customer Content on the Website or through the Services. For the avoidance of doubt, unless otherwise agreed by the Parties, Customer Content shall not constitute Confidential Information, as defined below, and the disclosure of Customer Content shall not implicate Section 5 of these Terms. In addition, Customer represents, warrants and agrees that Customer owns or has all licenses and rights to use and to authorize Vengreso to enable, use, display, and distribute Customer Content.  Vengreso reserves the right to remove any material Customer post at any time and for any reason.  Customer Content that constitutes inappropriate or illegal behavior, including without limitation, abusive, defamatory, obscene, or inflammatory comments, or posts that violate local rules regarding online conduct are strictly prohibited.  Vengreso reserves the right to take down all such Customer Content.  Vengreso further reserves the right to take down Customer Content that is reported as spam or Customer Content that creates technical issues.

3. Acceptable Use Policy.  The obligations set forth in this Section constitute the “Acceptable Use Policy” with respect to use of the Application by Customer and any Authorized Users.

1. Acceptable Use. Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity that accesses the Services using Customer’s or its Authorized Users’ access credentials, whether or not such person or entity is an Authorized User. Customer shall not, and shall not permit any other party to, or attempt to: (i) use the Services in a manner that: (A) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (B) will disrupt a third party’s use of the Application; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Application is compiled or interpreted; (iii) violate or tamper with the security of the Services; (iv) modify the Application or create any derivative product or service from any of the foregoing; (v) or act as a service bureau of the Services or otherwise run the Application or access the Services for any unlicensed third party.
2. Compliance. In the event of Customer’s material breach of the Acceptable Use Policy, including without limitation any copyright infringement, Vengreso may suspend or terminate Customer’s access to the Service, in addition to such other remedies as Vengreso may have at law or pursuant to these Terms. Nothing in these Terms shall require that Vengreso take any action against Customer or any other customer for violating the Acceptable Use Policy, but Vengreso is free to take any such action it sees fit.

4. Fees and Payment. 

1. Fees. Customer shall pay Vengreso the fees (the “Fees”) set forth on the Website, or in any applicable Vengreso-provided quotes, SOW, and/or invoices without offset or deduction. Customer shall pay all amounts due upon acceptance of these Terms. All Fees for Renewal Terms (whether paid monthly, or based on an annual commitment) will be automatically charged on the first day of any applicable Renewal Term. Although Vengreso may provide some Customers with discounts on particular Services, unless set forth otherwise in an appliable quote, SOW, and/or invoice, any subsequent annual renewal Fees will not be discounted and will be billed at the full rate. If Customer fails to pay the Fee (whether do to invalid credit card, failure of an ACH payment, or otherwise) all Services will be immediately suspended until paid.  
2. Subscription Plans. Vengreso currently offers paid-subscription offerings (“Subscription(s)”), on a monthly or annual basis, (each, a “Subscription Plan”) granting access to the Customer to use the Services. Vengreso may, in its sole discretion, add, adjust, or remove all or a portion of its Subscription Plans, or permit the Customer to use the Services on a free basis, subject to these Terms. Customer hereby authorizes Vengreso to charge either the Customer’s credit card or use ACH for the payment of Subscription Fees upon the renewal of an applicable Subscription Plan period (“Recurring Charges”). In case of ACH, payments will be processed using a third-party merchant services provider. Each Subscription Plan includes restrictions and requirements that outline the features of the Services the Customer may access, as well as the applicable Subscription Fees, and termination policies (the “Subscription Terms”). Any violation by the Customer of the Subscription Terms may result in the immediate termination of the Subscription Plan and use of the Services.  Subscription Plans shall automatically renew upon the conclusion of a Subscription period unless the Customer provides Vengreso with appropriate Notice of cancellation. If Vengreso does not receive the Fees from the Customer when due, then Vengreso may consider the Subscription Plan terminated by the Customer for the Customer’s convenience. Vengreso may charge other expenses and/or fees upon Notice to the Customer if and when such additional fees and expenses become applicable. Vengreso may, in its sole discretion change applicable fees for its Subscription Plans from time to time; provided, however, that any such changes to the Fees shall not take effect until the start of the next subscription period for the Customer’s applicable Subscription Plan.

3. Changes or Cancellation of Subscription Plan.  Customer may switch to a different Subscription Plan at any time. The effective date of the new Subscription Plan will commence on the day immediately following the final day of the preceding subscription period. If the Customer wishes to cancel an existing Subscription Plan in its entirety, the Customer may do so upon providing Vengreso with written Notice of the cancellation or if available shall do so within the Website by logging into the Application. The cancelled Subscription Plan shall terminate as of the final day of the subscription period in effect on the date of Customer’s Notice of cancellation. For clarity, if Customer voluntarily cancels its Subscription prior to the end of a current subscription period, the Customer shall owe the full amount of the current Subscription Plan’s Fees through the completion of the current subscription period. Upon the effective date of a cancelled Subscription, the Customer shall have no further access to the Services, and these Terms shall be deemed terminated as of the effective date of the cancellation.
4. Taxes.  All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.

5. Confidential Information.

1. From time to time during the Term, Vengreso may disclose or make available to the Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall include all Program content, data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Customer by Vengreso. Nothing herein shall require Vengreso to disclose any of its information. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the Customer at the time of disclosure; (iii) rightfully obtained by the Customer on a non-confidential basis from a third party; or (iv) independently developed by the Customer, without use of or reference to the disclosing party’s Confidential Information.
2. The Customer shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the Customer’s employees who have a need to know the Confidential Information for the Customer to exercise its rights or perform its obligations hereunder.
3. On the expiration or termination of these Terms, or within 10 days of request of Vengreso, the Customer shall return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been returned or destroyed.
4. The Customer’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date last discloses Confidential Information to Customer; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Vengreso agrees not to disclose or communicate, in any manner, either during or after the Term of these Terms, confidential information about Customer, its operations, clientele, or any other aspects of the business of Customer including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Customer. Vengreso acknowledges that the above information is material and confidential and that it affects the profitability of Customer. To the extent Vengreso needs to disclose confidential information, it may do so only after obtaining written authorization from the Customer.

6. Intellectual Property; Data.

1. Vengreso IP. Customer acknowledges that, as between Customer and Vengreso, Vengreso owns all right, title, and interest, including all Intellectual Property Rights, in and to the Vengreso IP.
2. Customer Data. Vengreso acknowledges that as between Customer and Vengreso, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data.
3. Ownership and Use of Deliverables.  Customer Data entered by the Customer and Customer’s users shall be used by Vengreso to create profiles (each, a “Deliverable,” and collectively, the “Deliverables”). Subject to Customer’s ownership and license of Customer Data pursuant to Section 6(b) above, Deliverables, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Vengreso and all right, title, and interest in the same is reserved by Vengreso; provided, however, that Vengreso grants to the Customer a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, worldwide license to make, use, import, copy, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the Deliverables.  Customer acknowledges and agrees that Customer’s use of the Deliverables, including, without limitation, any action or decisions made by the Customer in reliance on the analysis contained in the Deliverables is at the Customer’s sole discretion, and Vengreso makes no representations, warranties, or covenants of any kind with respect to the Customer’s use of Deliverables.
4. Vengreso Use of Customer Data. Customer hereby grants to Vengreso a non-exclusive, royalty-free, worldwide license to receive, store, process, modify, create derivative works of, and/or display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Vengreso to provide the Services.  In addition, Customer grants Vengreso a limited, worldwide, non-exclusive, transferable, perpetual, irrevocable license to anonymize the Customer Data by removing Personal Information from the Customer Data, and adding anonymized data to data that does not contain Personal Information developed or maintained by Vengreso.  For clarity, anonymized versions of the Customer Data are added to the NPI Data only after the Customer Data has been scrubbed of any Personal Information. The remainder of the NPI Data includes metadata about how the Services are used and other non-personal information. Vengreso shall keep and maintain Customer Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in these Terms and applicable law to avoid unauthorized access, use, disclosure, or loss, and in no event less than a reasonable standard of care.  

5. Extraction of Hosted Data.  Upon written Notice by Customer at any time during the Term herein, Customer may request, at additional cost, an extract of the Hosted Data in a format reasonably specified by Customer and supported by Vengreso, which such extract shall be provided by Vengreso in accordance with Vengreso’s then-current fees within sixty (60) days following the date of request.  Following any termination, for a period of up to one (1) year after the date of termination, upon written request by Customer, Vengreso shall, within sixty (60) calendar days of Customer’s request and without charge, provide an extract of the Hosted Data in a format reasonably specified by Customer and supported by Vengreso.

6. Loss of Data.  In the event of any act, error or omission, gross negligence, or breach directly caused by Vengreso that compromises the security, confidentiality, or integrity of the Hosted Data, or the physical, technical, administrative, or organizational safeguards put in place by Vengreso for the protection, security, confidentiality, or integrity of Hosted Data (“Data Breach”), unless prohibited by applicable law Vengreso shall: (a) notify Customer as soon as practicable after becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law; and (c) in the case of Personal Information, at Customer’s sole election, notify the affected individuals whose Personal Information was compromised as soon as practicable but no later than is required to comply with applicable law. Vengreso shall have no liability to Customer for a Data Breach caused by a third party, provided reasonable security measures and safeguards were put in place by Vengreso and were functional as of the date such Data Breach occurred.  

7. Use of Trademarks; Rights of Self-Promotion.  Customer hereby grants to Vengreso a non-exclusive, non-transferable, royalty-free irrevocable license, to disclose, including without limitation, in advertisements, on its web site, and in other promotional and marketing materials, that Customer is a user of Vengreso’s Services and may display Customer’s  name, logo and other trademark(s) in connection with such disclosure, provided that such disclosure is reasonably acceptable to Customer.

7. Term and Termination.

1. Term. The initial term of the Services begins on the date the Customer accepts these Terms and, unless terminated earlier pursuant to these Terms and shall continue for the period selected on the Website by Customer (the “Initial Term”).  After the Initial Term, the Subscription or the Services shall automatically renew for the same period as the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”).
2. Termination.  In addition to any other express termination right set forth in these Terms:

1. either Party may terminate a Subscription or the Services, effective on written Notice to the other Party, if the other Party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written Notice of such breach; or
2. either Party may terminate a Subscription or the Services, effective immediately upon written Notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3. Effect of Expiration or Termination. Upon expiration or earlier termination of a Subscription or the Services, Customer shall immediately discontinue use of the Services, including but not limited to the Vengreso IP.  No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
4. Survival. This Section 6(d) and Sections 1, 2(b), 3, 4, 5, 6(c), 7(d), 8, 9, 12 and 14 survive any termination or expiration of the Term.

8. Representations; Warranties; and Disclaimer.

1. Interactions with Other Vengreso Customers.  The Services may provide Customer with the opportunity to interact with other Vengreso customers or other users of the Services.  Customer is solely responsible for its interactions with other Vengreso customers or other users of the Services. Vengreso is not responsible for the conduct of any other customer. Customer understands that Vengreso currently does not conduct criminal background checks or screenings on its customers. Vengreso also does not inquire into the backgrounds of all of its customers or attempt to verify the statements of its customers. Vengreso makes no representations or warranties as to the conduct of customers or their professional qualifications or ability to provide services. Vengreso reserves the right to conduct any criminal background check or other screenings (such as sex offender register searches), at any time and using available public records.  In no event shall Vengreso, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of Customer or anyone else in connection with the use of the Website or Services including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other customers or persons Customer meets through the Services.  Customer agrees to take all necessary precautions in all interactions with other customers, particularly if Customer decides to give money to another customer.  Customer understands that Vengreso makes no guarantees, either express or implied, regarding Customer’s experience with individuals Customer meets through the Services.

2. Limited Services Warranty. Vengreso warrants that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and shall perform the implementation of the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vengreso or by third-party providers, or because of other causes beyond Vengreso’s reasonable control, but Vengreso shall use reasonable efforts to provide advance Notice in writing or by e-mail of any scheduled service disruption.
3. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, THE VENGRESO SOFTWARE, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VENGRESO DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, ACCURACY, TIMELINESS AND ERROR-FREE OR UNINTERRUPTED OPERATION.
4. By clicking “I Accept,” or by downloading, installing, or otherwise accessing or using the Application or the Services, you warrant, acknowledge, and agree that you have read and understand these Terms and any other policies or terms incorporated herein by reference, and agree to be bound by them. If you do not agree to these Terms, then you do not have Vengreso’s permission to use the Application or the Services. Your use of the Application or the Services constitutes acceptance of these Terms and a binding agreement with Vengreso.

9. Indemnification. Customer shall indemnify, hold harmless, and, at Vengreso’s option, defend Vengreso from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party’s Intellectual Property Rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Vengreso or authorized by Vengreso in writing; or (iv) modifications to the Services not made by Vengreso, provided that Customer may not settle any Third-Party Claim against Vengreso unless Vengreso consents to such settlement, and further provided that Vengreso will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
10. Limitations of Liability. IN NO EVENT SHALL VENGRESO, ITS AFFILIATES OR ITS LICENSORS BE LIABLE HEREUNDER TO CLIENT OR CLIENT’S USERS, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST INCOME, OR LOST SAVINGS, OR ANY OTHER FORM OR MEASURE OF DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT TO THE CONTRARY, THE MAXIMUM LIABILITY OF VENGRESO, ITS AFFILIATES AND ITS LICENSORS UNDER ANY THEORY OF RECOVERY, AND CLIENT’S MAXIMUM REMEDY, SHALL BE LIMITED TO THE AMOUNT OF THE PAYMENTS WHICH VENGRESO HAS RECEIVED FROM CLIENT PURSUANT TO THE AGREEMENT FOR THE SERVICES PROVIDED DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. VENGRESO’S PRICING FOR THE SERVICES REFLECTS THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES, EACH OF WHICH FORMS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. Independent Contractor. Vengreso is an independent contractor, and is not an employee, agent, joint venturer, or partner of Customer. Nothing in the Terms will be interpreted or construed as creating or establishing an employment relationship between the Parties, or between one Party and the employees or contractors of the other Party.
12. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of these Terms (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be either delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email to [email protected] (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms, a Notice is effective only: (i) upon receipt by the Customer; and (ii) if the Party giving the Notice has complied with the requirements of this Section. 
13. Non-Solicitation.  Customer agrees, to the extent permitted by law, to refrain from soliciting for employment, directly or indirectly, any employee of Vengreso during the Term and for one (1) year after termination. Solicitation shall not include any general advertisements.
14. Privacy Policy. All of the information that Vengreso collects from Customer is subject to Vengreso’s privacy policy and applicable privacy laws. Please go to https://vengreso.com/privacy-policy/ to see Vengreso’s full privacy policy. This policy is expressly incorporated into and made a part of these Terms.
15. Miscellaneous. 

1. Amendment.  Vengreso reserves the right to update and change these Terms at any time by providing notice directly to Client or by posting updates and changes to the Website. Client agrees to check the Website from time to time for any updates or changes to these Terms.

2. No Waivers. No failure by either Party to pursue any remedy resulting from a breach of any provision of these Terms by the other Party shall be construed as a waiver of that breach or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of the non-breaching Party.
3. Force Majeure. Except for Customer’s obligations to make payments as set forth in these Terms and each Party’s obligations related to confidentiality, each Party shall be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control and without its fault or negligence. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, pandemics, epidemics, governmental laws and regulations imposed after the fact, fire, communication line failures, power failures, earthquakes, floods or other natural disasters.
4. Assignment & Successors. Vengreso may assign all of its rights or obligations hereunder to any third party without express written consent from Customer, including but not limited to an assignment to a successor entity. Customer may not assign these Terms without the prior consent of Vengreso, which consent may be withheld by Vengreso in its sole discretion. Any attempted assignment in violation of this Section shall be null and void. These Terms will be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.                
5. Choice of Law & Jurisdiction. The laws of the State of California shall govern these Terms without reference to its conflict of law principles. All claims under, or otherwise with respect to, these Terms shall be brought and maintained in the state and federal courts located in Contra Costa County, California, and the parties hereby expressly consent (and waive any right to otherwise object) to the exclusive venue and jurisdiction of such courts.
6. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.
7. Entire Agreement. These Terms sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Customer acknowledges and agrees that certain customers who previously engaged Vengreso to provide Professional Services such as speaking, training, coaching, and/or professional consulting services before August 2022 agreed to and were bound by the terms of a Master Services Agreement. Any such customers shall continue to be bound by the terms of that Master Services Agreement with respect to those services going forward, but in the event of any conflict between those terms and these Terms, these Terms shall control.  

[End of Terms]

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