Terms & Conditions

# Terms & Conditions Last updated: 12/12/2023

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between VRES,a limited liability company organized under the laws of Estonia (“VRES”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of VRES’s website: https://www.vres.cc/ (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and VRES shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay VRES for services rendered shall remain and continue to be an ongoing obligation owed by Client to VRES.

**1. Intellectual Property Rights**

Unless otherwise indicated, the Website is the property of VRES and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (herein, collectively or individually, the “Content ”) and the trademarks, ser- vice marks and logos contained therein (“Marks”) are owned and controlled by VRES and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States and foreign jurisdictions. And international agreements. The Content and Marks are provided “as is” for your information and personal use only. Except as expressly stated herein, no part of the Site or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise ex- ploited for any purpose. Commercial no matter what. , without prior express written permission from VRES. VRES reserves all rights in the Website, Content and Marks.

**2. Ownership of Materials**

Notwithstanding VRES’s ownership of Submissions, as described in Paragraph 3 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause VRES to become the owner of a Project, in whole or in part, rather than Client, DesignJoy irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to VRES as examples or as material to be incor- porated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. DesignJoy always reserves the right to share the Client’s design work publi- cy (social media, website, etc.) unless agreed upon as stated in section 17 of this document.

**3. User Representations**

By using the Website, Client represents and warrants that:Client has the legal capacity and agrees to comply with these Terms of Use;Client is not a minor in the jurisdiction of their domicile;Client will not access the Website through automated or non-human means;Client will not use the Website for any illegal or unauthorized purpose;Client’s use of the Website will not violate any applicable law or regulation.

**4. Prohibited Activities**

The Customer may not access or use the Website for any purpose other than that for which the Website was provided to the Customer. The Website may not be used in connection with any commercial endeavors except those related to work conducted by VRES on behalf of the client. Further- more, the Customer agrees to refrain from the following: making any unauthorized use of the Website; and retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable or otherwise interfere with security-related features of the Website; Engage in unauthorized framing or linking to the Website; deceive, defraud, or mislead VRES or other users; Interfere with, disrupt, or create an undue burden on the Website or VRES’s networks or servers; Use the Website in an attempt to compete with VRES; Decipher, disassemble, disassemble or reverse en- gineer any of the software comprising or in any way making up a part of the Website; bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any VRES employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any content; Copy or modify the website software. Upload, transmit, or attempt to do so, viruses, Trojan horses, or other material, including anything that interferes with any party’s use of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Site; Upload, transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; disparage, defame or otherwise harm VRES; Use the Website in a manner inconsistent with any applicable laws, legislation or regulations.

**5. Client Feedback**

Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of VRES and VRES is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Sub- mission. VRES shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against VRES for its use of the Submission by the terms hereof and in its sole discretion hereafter.

**6. Management and Oversight**

VRES reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. VRES further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Oversight, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of VRES and shall be designed to protect VRES’s rights and property.

**7. Privacy Policy**

By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America for AWS. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. VRES does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the Estonia Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provid- ed personally identifiable information to VRES without parental consent, VRES shall delete that information as soon as reasonably practical.

**8. Returns and Refunds**

VRES reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by VRES are ownership of the company and are prohibited from being used by the Client in any way.

If a refund is deemed to be appropriate, there will be a 50% fee assigned to the remaining billable period.
VRES reserves the right to take appropriate legal actions against Client for breach of this paragraph.
**9. Modification**
VRES reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. VRES reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client. **10. Connection Interruptions**

VRES does not guaranty or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond VRES’s control. Client agrees that VRES shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.

**11. Governing Law**

These Terms of Use shall be governed by and construed in accordance with the laws of the Estonia without regard to conflict of law principals.

**12. Litigation**

Any legal action of whatever nature shall be brought in Estonia or in the District Court for the District of Tallinn. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the Eatonia Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

**13. stipulated risks**

The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. VRES disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. VRES makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and VRES assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of VRES’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. VRES does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.

**14. Limitations of Liability and Indemnification**

VRES and its directors, employees, members, independent contractors, or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website. Client agrees to defend, indemnify, and hold harmless, VRES and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of : (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, VRES reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify VRES hereunder. The client agrees to cooperate with the defense of such claims.

**15. User Data**
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. VRES shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against VRES from any such loss or corruption. **16. Electronic communications, transactions and signatures**

Client hereby consents to receive electronic communications from VRES and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by VRES or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

**17. Showcasing Design Work**

VRES reserves to right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue a non-disclosure agreement. between themselves and VRES, which in turn would void the right of VRES to share or discuss the Client’s work publicly.

**18. Referrals**

Referral tracking and payouts are handled through our third-party partner, [Rewardful.com](http://rewardful.com).

**19. Contact Information**
For any questions or complaints regarding the Website. booking a meeting or send in email ( info@vres.cc )