END-USER TERMS OF SERVICE
Last Updated: May 27th, 2022
Vezgo provides software that enables the aggregation of financial account information and data from underlying data sources (as modified, the “Vezgo Software”) that enables you (“End Users” or “you”) to aggregate Your Data (as defined below) from the data sources where your financial account information and data are stored (as modified from time to time, the “Services” and together with the Vezgo Software, collectively, the “Vezgo Services”).
The website at https://vezgo.com (the “Website”), and the various other related services, and other features, functions, software, applications and websites are provided and operated, and are being made available to you and the other End Users by Vezgo Inc. (“Vezgo”, “we”, “our” or “us”).
“Your Data” means your financial account information and data that is collected, downloaded or otherwise received, directly or indirectly by you through the Vezgo Services, including (a) account name, account type and public wallet or deposit addresses, (b) information related to account balances account transactions, in both amounts and in other currency equivalents (e.g. US Dollars), (c) information about account transactions, including amount, date, time, type, location, price, cost basis, fees, quantity, sender and recipient and (d) information about you as the account owner, such as publicly provided name.
- Acceptance of Terms. THESE TERMS OF SERVICE (AS MODIFIED FROM
TIME TO TIME, “TERMS”) GOVERN YOUR USE OF THE WEBSITE,
THE SERVICES AND THE VEZGO SOFTWARE. BY CLICKING “I
AGREE”, DOWNLOADING, USING, OR ACCESSING ANY WEBSITE, THE
SERVICES OR THE VEZGO SOFTWARE OR OTHERWISE SIGNIFYING YOUR
ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU
ARE AUTHORIZED TO ENTER THESE TERMS FOR AND ON BEHALF OF YOURSELF
(AND YOUR ORGANIZATION), AND ARE DOING SO, (B) YOU (AND YOUR
ORGANIZATION) CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE
READ AND UNDERSTAND AND AGREE THAT YOU (AND YOUR ORGANIZATION) AND
EACH END USER SHALL BE BOUND BY THESE TERMS AND VEZGO’S
ADDITIONS PROVIDED FOR.
If you do not have the legal authority to bind your organization,
please do not access or use the Vezgo Services. From time to time,
these Terms shall also apply to any upgrades or updates
subsequently provided by Vezgo for the Services or related Vezgo
Software. If you do not accept and agree to be bound by these
or otherwise use the Website, the Services or the Vezgo
You acknowledge and agree that you consider both Vezgo and the provider of the Vezgo Enabled Application through which you are accessing and using Your Data to be first party recipients of your Your Data.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Vezgo to binding and final arbitration. You will only be permitted to pursue claims against Vezgo on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
- To access and use the Services, the Website and the Vezgo Software, you must be at least 13 years of age. BY CLICKING THE “I AGREE” BUTTON, BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICES, THE WEBSITE OR THE Vezgo SOFTWARE, YOU REPRESENT THAT:
- YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES OR THE VEZGO SOFTWARE;
- YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VEZGO;
- YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS; AND
- YOU ARE NOT A COMPETITOR OF VEZGO AND DO NOT INTEND TO USE THE SERVICES OR THE VEZGO SOFTWARE FOR REASONS THAT ARE IN COMPETITION WITH VEZGO FOR ANY REASON.
- Modification of Terms of Service.
These Terms may be changed, modified, supplemented or updated by
Vezgo from time to time. If Vezgo updates these Terms, it will
update the “last updated” date at the top of these
Terms. Please check these Terms periodically for changes. Your
continued use of the Website or the Services after the posting of
changes constitutes your binding acceptance of such changes. If
Vezgo makes a material change to these Terms that will affect an
existing Service, Vezgo will use commercially reasonable efforts
to notify you by posting a notice on your account administration
page. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE
IMMEDIATELY TERMINATE YOUR USE OF THE SERVICES, THE VEZGO SOFTWARE
AND THE WEBSITE.
To the extent that any modifications to the Terms are not allowed under applicable laws, the prior most recent version of the Terms shall continue to apply.
- Right to Access and Use.
Subject to these Terms, Vezgo grants to you, and you accept, the
non-assignable, non-transferable, non-sublicensable, and
nonexclusive right to access and use the Vezgo Software, the
Services and the Website in accordance with these Terms. You can
currently access and use the Vezgo Software and the Services only
through Vezgo Enabled Applications. You may terminate your use of
the Services and the Vezgo Software at any time.
You are solely responsible for maintaining the confidentiality of any username, password or other access credentials necessary to access the Vezgo Software and the Services through the Vezgo Enabled Application. You should take steps to protect the confidentiality of your access credentials. Please notify Vezgo immediately if you become aware of any unauthorized activity, disclosures, loss, theft or other unauthorized use of your access credentials or any other breach of security (collectively, a “Security Breach”). You agree to cooperate with Vezgo in any investigation in connection with a Security Breach.
- Your Data.
- Ownership. Vezgo acknowledges that you own all right, title and interest in and to Your Data, subject to the rights and permissions granted in Section 6(b).
- Security. Vezgo will employ commercially reasonable security measures to protect Your Data in accordance with good industry practice and all applicable laws.
- Compliance. Vezgo implements a set of internal controls in order to protect Your Data. A periodic audit will be conducted in order to obtain well-known certifications or reports such as SOC2 Type II.
- Service Termination and Suspension.
- Termination. You agree that Vezgo in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the Services or any account (or any part thereof) that you may have with Vezgo and remove and discard all or any part of your account, user profile, at any time. Vezgo may also in its sole discretion and at any time prohibit you from accessing and using the Services or discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Vezgo will not be liable to you or any third party for any such termination. Vezgo reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Vezgo to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Vezgo may have at law or in equity. As provided herein, Vezgo does not permit copyright infringing activities on the Website or the Services, and Vezgo shall be permitted to terminate access to the Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD VEZGO HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY VEZGO DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER VEZGO OR LAW ENFORCEMENT AUTHORITIES.
- Suspension. Vezgo reserves the right to suspend your access and use of the Services as it may deem appropriate in response to actual or suspected violations of these Terms if Vezgo reasonably concludes that the Services are being used to engage in illegal activity, used outside the scope of the license or causing immediate, material and ongoing harm to Vezgo or others. You agree that Vezgo shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this Section 7(b).
- Survival. Upon termination of these Terms, your use of the Services, the Vezgo Software, the Website or your relationship with Vezgo, any provision which, by its nature or express terms should survive, will survive such termination, including, but not limited to, Sections 1, 8, 9, 11 – 13, 15, 16, 18 - 23 and this Section 6(c).
Vezgo (or its licensors) retains all right, title, and interest in
the Website, the Services and the Vezgo Software, including any
and all intellectual property rights. Vezgo (or its licensors)
reserve all rights not expressly granted under these terms. The
Website, the Services and the Vezgo Software are protected by the
Canadian copyright and trademark laws, international conventions,
and all other relevant intellectual property and proprietary
rights, and applicable laws. Unless expressly authorized in a
separate written agreement between you and Vezgo, the grant to
access and use any of the Services and the Vezgo Software herein,
whether accessed for a fee or free, does not include any right to
resell the Services or the Vezgo Software, manage the Services on
behalf of third parties, make other commercial use or distribution
of the Services or the Vezgo Software or to make any derivative
use of the Services or the Vezgo Software, integrate the Services
or the Vezgo Software into another service, reproduce, duplicate,
copy, or otherwise exploit for any commercial purpose the Services
or the Vezgo Software.
You hereby grant to Vezgo a non-exclusive, worldwide, fully paid-up, royalty-free, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to the Services and the Vezgo Software and all related intellectual property, without restriction of any kind and without any right of accounting.
- End User Content.
- Limited License Grant to Vezgo. The Services may now or in the future permit the submission and/or posting comments and other information by you or other End Users, in each case whether or not made available to other End Users (“End User Content”). By uploading, providing, posting, distributing or disseminating any such End User Content to or through the Vezgo Software and the Services, you hereby grant to Vezgo a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your End User Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the operation, maintenance and support of the Services, the Vezgo Software and the Website.
- End User Content and Confidential Information. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your End User Content and the consequences of posting any End User Content. By uploading and publishing your End User Content, you affirm, represent, and warrant that: (a) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to post this End User Content; (b) your End User Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (iii) your End User Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Services. Violators of these third-party rights may be subject to criminal and civil liability. Vezgo reserves all rights and remedies against any End Users who violate these Terms.
- Prohibited Use. You will not: (i) use the Services or the Vezgo Software for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Services or the Vezgo Software (except to the limited extent applicable laws specifically prohibit such restriction); (iii) bypass any measures Vezgo may use to prevent or restrict access to the Services or the Vezgo Software or otherwise interfere with any other party’s use and enjoyment of the Services; (iv) use your account, the Services or the Vezgo Software to infringe any intellectual property or other right of any other third party, (v) use bots or other automated methods to: access the Services, download any information, send or redirect messages or perform any other activities through the Services, (vi) upload invalid data, viruses, worms or other software agents through the Website, the Services or the Vezgo Software, (vii) use the Services or the Vezgo Software for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment, (vii) use the Services or the Vezgo Software for any commercial solicitation purposes or (viii) use the Services, the Vezgo Software or the Website in breach of these Terms.
- Warranty Disclaimer. Content and other information, including any End User Content, contained within the Services and the Website have been prepared or are being provided by Vezgo as a convenience to its End Users and is not intended to constitute advice or recommendations upon which an End User may rely. Vezgo makes no warranty or guarantees about the accuracy, completeness, or adequacy of any such content or other information, including any End User Content, contained in or linked to the Services or the Website. End Users relying on such content or other information, including any End User Content, from the Services and the Website do so at their own risk. YOUR USE OF THE WEBSITE, THE SERVICES AND THE VEZGO SOFTWARE IS AT YOUR SOLE RISK. THE WEBSITE, ALL SERVICES AND THE VEZGO SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VEZGO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. VEZGO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS MAKE NO WARRANTY THAT THE WEBSITE, THE SERVICES OR THE VEZGO SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY PROBLEMS ENCOUNTERED WILL BE CORRECTED.
- Limitation of Liability. IN NO EVENT SHALL VEZGO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES OR THE VEZGO SOFTWARE (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). IN NO EVENT SHALL VEZGO’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE WEBSITE, THE SERVICES AND THE VEZGO SOFTWARE EXCEED THE AMOUNT PAID BY YOU TO Vezgo IN THE PRECEDING TWELVE (12). Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
- Indemnification. You agree to defend, indemnify and hold harmless Vezgo, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to (i) your unauthorized or unlawful use of the Services or the Vezgo Software, (ii) your breach of these Terms or violation of any applicable law or (iii) the infringement by you or any third party using your account, of any intellectual property or other rights of any third party. Vezgo reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Vezgo in asserting any available defences.
- Force Majeure. Vezgo shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond its reasonable control or its contractors, agents, licensors or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labour disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
- Notices. Any notices to you from Vezgo regarding the Services or these Terms will be posted on the Website or made by e-mail or regular mail. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Vezgo account, which you may not be able to opt-out from receiving them unless you terminate your account. Any notice or communication that you desire or are required to send Vezgo under these Terms should be sent to Vezgo through one of the means listed in the Contacting Us section below.
- Export Controls. You shall not import, export, re-export, or transfer, directly or indirectly, any part of the Vezgo Software or the Services or any underlying intellectual property, information or technology except with Vezgo’s prior written approval and in full compliance with all Canadian, foreign and other applicable export control laws and regulations.
- Governing Law and Dispute Resolution. If a dispute arises between you and Vezgo, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Vezgo agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Services or the Vezgo Software (a “Dispute”) will be resolved in accordance with this Section 18 or as Vezgo and you otherwise agree in writing. Before resorting to these dispute methods, Vezgo strongly encourages you to first contact Vezgo directly to seek a resolution.
- Choice of Law. These Terms shall be governed in all respects by the laws of the Province of Québec, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE SERVICES OR THE VEZGO SOFTWARE.
- Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
- ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND VEZGO (WHETHER
OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH
THESE TERMS, THE SERVICES, THE VEZGO SOFTWARE OR THE WEBSITE,
INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE
RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN
ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION AND YOU
AND VEZGO HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY
ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION
SHALL BE THE PROVINCE OF QUÉBEC, CANADA. YOUR
ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION
SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO
APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A
LAWSUIT, AND OTHER RIGHTS THAT YOU AND VEZGO WOULD HAVE IN
COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING
DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor Vezgo will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST VEZGO INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Vezgo is a party to the proceeding.
This dispute resolution provision will be governed by the laws of the Province of Québec. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
- Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 17(b) is found not to apply to you or your claim, you and Vezgo agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the provincial courts covering the Province of Québec. Both you and Vezgo irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Vezgo may bring a claim for equitable relief in any court with proper jurisdiction.
- Survival. This arbitration agreement will survive the termination of your use of the Services or the Vezgo Software or your relationship with Vezgo.
- 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in Section 18(b) above by sending written notice of your decision to opt-out to email@example.com. The notice must be sent to Vezgo within thirty (30) days of your use of any of the Services or agreeing to these Terms, otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
- Improperly Filed Claims. All claims you bring against Vezgo must be resolved in accordance with this Section 18. All claims filed or brought contrary to this Section 18 shall be considered improperly filed. Should you file a claim contrary to this Section 18, Vezgo may recover attorneys’ fees and costs up to $10,000, provided that Vezgo has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
- Prevailing Party. In the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Services, the Vezgo Software or the Website, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
- Limitation on Time to File Claims. ANY CAUSE OF ACTION OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE VEZGO SOFTWARE OR THE WEBSITE OR YOUR RELATIONSHIP WITH Vezgo MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR DISPUTE IS PERMANENTLY BARRED.
- No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
- Geographic Restrictions. Vezgo is based in the Province of Québec, Canada. Vezgo makes no claims that accessing or using or that any of the Services or any of the content, including any End User Content, is accessible or appropriate outside of Canada. Accessing or using the Website, the Services or the API may not be legal by certain persons or in certain countries. If you access the Website, the Services or the Vezgo Software from outside Canada, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vezgo with respect thereto.
- Electronic Communications. The communications between you and Vezgo use electronic means, whether you visit the Website or the Services or send Vezgo emails, or whether Vezgo posts notices on the Website or the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Vezgo in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Vezgo provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect any statutory rights that you might have.
- Contacting Us. If you have any questions or concerns about these Terms of Service, please contact us at hello@Vezgo.com or at Vezgo Inc., 2 Queen St E #1500, Toronto, ON, Canada M5C 3G5. We will use commercially reasonable efforts to respond to your questions or concerns as promptly as possible after we receive them.