THESE TERMS AND CONDITIONS (“Terms”) CONSTITUTE AN AGREEMENT BETWEEN YOU AND VRESTUS (“Vrestus”, “We”, “Our”, “Us”) AS TO THE USE OF AND ACCESS TO THE SERVICE (“Service”) AND WEBSITE (“Site”) BY YOU (“You”, “Your”, “Member”, “User”).

PLEASE DO NOT USE THIS SERVICE OR SITE IF YOU HAVE NOT READ OR DO NOT AGREE WITH THESE TERMS.

The continuous usage of the Service or Site, or the authorization to any User or Member to access or use the Service or Site shall mean that You are bound by these Terms. Our agreement is made up of the Terms and conditions set out in this document, together with any other policies which may be attached to these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You shall be deemed to agree to these Terms for that Entity and represent that You have the authority to bind such Entity and its affiliates to these Terms. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service or Site.

The Terms provided herein are effective whether You use the Service as part of a Subscription or a Trial.

1. DEFINITIONS

The following definitions apply to these Terms. The list is not meant to be exhaustive and the words may be used in plural or as derivatives.

Account: means any account created with the purpose of using the Service or Site. This can include promotional and free or Trial accounts.

Member: means any entity who uses the Service through an Account.

Confidential Information: means any information disclosed by You or by Vrestus to You which is labeled “confidential” or which may be reasonably understood as confidential given the nature of the disclosure of the information. The term shall not include information that: (a) has already been known to either of the parties at the time of disclosure of information; (b) has been or is obtained by a third party not known to be under an obligation of confidentiality with respect to the information provided; (c) is generally available to the public in any circumstance other than by violation of the Terms; or (d) has been or is independently developed without use of Confidential Information. The term shall include Personal Data.

Third-Party Services: means any third-party components, including without limitation products, applications, services, software, networks, systems, websites, databases and information which the Service links to, or which You may connect to the Service.

Personal Data: means any information which may be used to identify a natural person. This may include data You provide with regards to Your Account and data which We shall to You for access to the Service. The agreement is GDPR compliant. For more information on Personal Data please refer to our Privacy Policy.

Service: means the Vrestus service in its totality, including individually and collectively, the Software, and any tools or documentation which may be provided to accompany it, as well as any updates, modifications or enhancements to the Service which may become available to You from time to time.

Site: means www.Vrestus.com and other websites that Vrestus operates.

Software: means the software provided by Vrestus that allows You to use the Service. This may refer to both software that is locally installed or can be executed through a web browser.  

Subscription: means the period during which You have agreed to subscribe to the Service.

Trial: means a Subscription which shall be offered to You for free or as part of a discounted or promotional package.

Vrestus: means Vrestus is a domain belongs to BrainGain llc, a US based company or any of its successors or assignees. In these Terms, Vrestus may also be referred to through the use of “We” or “Our.”

2. ACCESS AND USE OF THE SERVICE

2.1 During Your Subscription You have a limited, non-transferrable right to access and use the Service in accordance with these Terms.

2.2 The service is offered on an as-is-basis, excluding any option to add Third-Party Services or updates for which You shall be notified.  It is Your responsibility to check the terms of the Third-Party Service providers and agree to their provisions. It is also Your responsibility to ensure proper technical connection with the systems and requirements necessary for the operation and performance of the Service and Site and any updates or additions.

2.3 With these Terms You agree not to:

(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, share or otherwise commercially exploit or make the Service available to any third-party or entity, other than authorized Members;

(b) use the Service and data on behalf of any other entity or third-party other than Members;

(c) modify, adapt and/or reverse-engineer the Service, or attempt in any way to gain unauthorized access to the Service and any related Software or system component;

(d) use the Service in any manner that implies false association with Vrestus;

(e) use the Service in a manner which violates laws, including without limitation privacy laws, intellectual property rights, or to engage in the sending of unsolicited or unauthorized junk and spam emails or other forms of unsolicited messages, or use the service to link, transmit, upload or send unlawful, racist, explicit, libelous, abusive material, or any malicious material including without limitation viruses and malware;

(f) use the Service in any purpose that interferes with or disrupts the performance of the Service and Site.

2.4 You are responsible for compliance with the provisions of these Terms and all activities that occur under Your Account, as well as for all the Data You provide or add to the Service. This includes without limitation, the restriction of sharing the Personal Data which We shall provide to You for use and access to Your Account. You shall be responsible to ensure the confidentiality of the information provided for Your Account.

2.5 You are solely responsible to determine whether the data provided to You through the Service is accurate and sufficient for Your use and purposes.

2.6 Vrestus reserves the right, in Our reasonable discretion, to suspend access to Our Service and Site, for certain periods of time:

(a) in the event of an upgrade and maintenance. We shall make any reasonable effort to notify You in advance of such periods.

(b) where there is force majeure or circumstances beyond our control. These may include without limitation act by third-parties with the purpose to undermine control of the Service and Site.

(c) where there is suspected violation of these Terms by You.

3. THIRD-PARTY SERVICES

We do not endorse and are not responsible or liable for any Third-Party Service that may be used in connection with our Service. Save for any upgrades we shall offer, it is Your sole responsibility to ensure that You have agreed with the addition of any Third-Party Service to Your Account. It is Your responsibility to read the respective terms and privacy policies of Third-Party Services. You irrevocably waive any claim against Vrestus with respect to such Third-Party Services.

4. INTELLECTUAL PROPERTY

We maintain all rights with respect to the Service, including intellectual property rights such as: patents, inventions, copyrights, trademarks, database rights, and trade secrets. You maintain all rights to the Data You enter into the Service. Neither party shall convey any additional rights or interests to the other party. For any feedback, suggestions, recommendations and requests You shall provide to the Service, You grant Us a worldwide, royalty-free, transferable, sub-licensable, irrevocable and perpetual license to incorporate those into the Service.

5. PRIVACY AND CONFIDENTIALITY

5.1 This agreement is compliant he parties to these Terms agree to protect the privacy and confidentiality of information provided during this Agreement, and act in all reasonable capacity with the purpose of protecting Confidential Information. Save for the event where legal authorities require access to Confidential Information, or to respond to a legal process, any Confidential Information shall be made available only to persons required and with the provision to maintain the same level of confidentiality.

5.2 This agreement is GDPR compliant. More details about the collection and use of data for EU residents is available in our Privacy Policy.

5.3 You agree that We may process, modify, display and disclose Confidential Information where legally required in providing Our Service to You, or in instances where We are required to respond to any consumer requests.

5.4 Your Personal Data may be shared with Third-Party Services. In such an event, the information shared will require Your express consent and only as is necessary to ensure the operability of the Third-Party Services. It is Your responsibility to ensure compliance with the Third-Party Service providers’ terms and policies.

6. PAYMENT AND TERMINATION

6.1 All charges associated with Your Account are due in full upon commencement of Your Subscription. Failure to pay Your invoice may result in suspension or termination of Your access to the Service.

6.2 Either You or Vrestus may select to terminate Your Account and Subscription to the Service at the end of Your current Subscription, by providing notice that You do not wish to renew Your Subscription. Unless there is such notice, Your Subscription will renew according to Your current Subscription plan.

6.3 No refunds or credits will be provided to You if You select to terminate Your Account prior to the end of Your current Subscription.

6.4 We reserve the right to delete Your Data in the normal course of operation.[eg3] 

7. WARRANTY 

THE SITE AS WELL AS THE SERVICE, INCLUDING ALL SERVICE COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT VRESTUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED FROM VRESTUS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

8. LIMITATION OF LIABILITY

8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

8.2 In certain jurisdictions the exclusion of implied warranties or the limitation of liability is not allowed. In such instances, some of the aforementioned limitations may not apply to You. IN THESE JURISDICTIONS, VRESTUS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

You indemnify and hold Us harmless against any claim brought by any third-party against Vrestus, in relation to or arising from the use of the Service by You, or Members in breach of these Terms or for any matters which You have expressly agreed to be responsible pursuant to these Terms, provided that We promptly notifiy You of the threat or notice of such a claim.

10. MISCELLANEOUS

10.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms without Our prior consent which may be reasonably withheld.

10.2 Severability. If any provision in this agreement is held to be unenforceable, such provision shall be modified as required, without affecting the remaining provisions of these Terms.

10.3 The parties to this agreement are independent contractors and no other relationship is created between the parties.

10.4These Terms of use shall be governed by and construed in accordance with the laws of the United States and the State of Virginia. Any dispute arising under or related in any way to these Terms & Conditions shall be adjudicated in a court of competent jurisdiction in the City of Charlottesville.

10.5 The Terms provided herein constitute the entire agreement and supersede any prior agreements between You and Vrestus. Any additional Terms shall be incorporated into this Agreement and You shall be notified in advance of any such addition.

10.6 These Terms may be amended from time to time. We will notify You of any amendments and Your continued use of the Service will constitute agreement to these Terms. Any amendment will supersede prior versions of these Terms.