What this designers agreement covers
This Agreement (the “Designers Agreement”) is made between Vigeosoft USA Corp. a registered company in the state of Florida, in the United States of America under the Document Number of Corporation P14000027297 and the party entering into this Agreement, the details of which have been provided to Vigeosoft USA Corp. electronically as a necessary part of the process of accepting this Agreement (the “Designer”).
- 1. Agreed Terms
- 2. Obligations
- 3. Rights
- 4. Charges and Payment
- 5. Limitation of Vigeosoft USA Corp liability
- 6. Duration and Termination
- 7. General Clauses
- 8. Contact Information
- 9. Applicable law and jurisdiction
1. Agreed Terms
Designers: Qualified Designers who meet the following conditions: Are new to Vigeowebsite, be a Freelancer or an Agency and should apply the Unlock Code to their order before purchasing.
Unlock Code: To remove the setup fee from your order.
Vigeowebsite Website: Vigeowebsite website at any time and from time to time, at www.vigeowebsite.com and including all databases, software, domain names, infrastructure, products and services that Vigeosoft USA Corp. markets for use by individual users to shop for Vigeosoft USA Corp.'s products and services. Vigeowebsite Website includes all future versions and replacements of, and successors to, the site.
Vigeowebsite Service: A subscription service provided by Vigeosoft USA Corp.
2.1. Vigeosoft USA Corp.
2.1.1. With each Vigeowebsite Plan you purchase for your customers within Designers Program, you get access to an independent Dashboard that allows you to build a complete website for your customers. All the plans you acquire for your customers can be managed from your Client Area with your Designer Account.
2.1.2. Designers Program have all the benefits we offer in our regular plans (Free Setup with Unlock Code, Free first year Domain Name .com, .net and .org, Free first year Dedicated IP and Free first year SSL-SD Certificate). Additionally we offer you 35% less than regular price, No Branding/Linkback, Upload to Vigeowebsite your themes and icon sets that you have created for your customers, Manage all Vigeowebsite Designer Plans you buy for your customers from your Designer Account, Buy the plan you need, when you need it, you will always receive the discount!
2.2.1. The Designers Program is only aimed at qualified Designers. To join the Designers Program you must first qualify and your membership be approved by us. After you make the first purchase of a Vigeowebsite Plan for you customer within Designers Program, we proceed to activate your Designer Account.
2.2.2. The Designer must provide Vigeosoft USA Corp. with:
(i) All cooperation in relation to this agreement.
(ii) All access to the information that Vigeosoft USA Corp. requires, as necessary for the proper performance of the obligations of Vigeosoft USA Corp. under this agreement.
2.2.3. Designer acknowledges and agrees that it has no authority to legally bind Vigeosoft USA Corp. in relation to users of Vigeowebsite, other users or any other person who has not been designated and is not the agent of Vigeosoft USA Corp. for any purpose . The Designer agrees that it will not make any representation or commitment to Vigeosoft USA Corp., the Vigeosoft USA Corp. website, the Vigeowebsite Service or any of the products or services available for purchase on the Vigeosoft USA Corp. website. and Vigeowebsite.
2.2.4. The Designer must comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.
2.3.1. Each party agrees that at no time during this agreement, and for a period of three years after the termination of this agreement, will it disclose to any person confidential information related to the business, affairs, customers, customers or suppliers of the other party. or of any member of the group of companies to which the other party belongs.
2.3.2. Each party may disclose the confidential information of the other party:
(i) To its employees, officers, representatives or advisors who need to know such information for the purpose of exercising the rights of the party or compliance with its obligations under or in relation to this agreement. Each party shall ensure that its employees, officers, representatives or advisors to whom the confidential information of the other party discloses comply with this clause 2.3.
(ii) As required by law, a court of competent jurisdiction or any governmental or regulatory authority.
2.3.3. Neither party shall use the confidential information of any other party for any other purpose than to exercise its rights and to fulfill its obligations under this contract or in relation to it.
2.3.4. Neither party will be responsible for the loss, destruction, alteration or disclosure of confidential information caused by a third party.
2.3.5. This clause 2.3 will survive the termination of this agreement, however arising.
The Designer acknowledges and agrees that Vigeosoft USA Corp. and its licensors own all intellectual property rights in Vigeosoft USA Corp. Website, in Vigeowebsite Service and all products and services of Vigeosoft USA Corp. Except as expressly stated herein, this agreement does not grant the Designer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Vigeosoft USA Corp. All such rights are reserved to Vigeosoft USA Corp.
All the members to the Designers Program understand that it is absolutely forbidden to use our logos, names and trademarks, as well as any other reference that may relate us directly or indirectly to the Freelancer or Agency in any other ambit other than that indicated in the terms of Designers Program.
3.2. Third Party
A person who is not a party to this agreement shall not have any rights to enforce any term of this agreement.
3.3. Provided by law
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
4. Charges and Payment
4.1. Designers Program allows the Freelancer or Agency to acquire for its customers Vigeowebsite Plans at special prices with 35% less than regular price.
4.2. For each new website you want to include in your Designer Account you buy new Designers Program Plans. You can continue to purchase new Designers Program Plans for your customers as you need them.
4.3. You can select any of our Vigeowebsite Designer Plans depending how you choose to receive your bill.
4.4. Vigeowebsite Designer Plans require a Unlock Code for each purchase order. Before purchasing any of the plans we offer in our Designers Program, you must first apply the unlock code to remove the setup fee from your order. The unlock code allows you to get a discount of $300.00 equivalent to the setup fee. The setup fee of the plans we offer in our Designers Program is fully discounted when unlock code is applied. The setup fee amount represents the discount with respect to our regular plans. We generate a unique unlock code for each new Designer order, this code is non-transferable, single use and must be applied during the next 7 days from the moment of its receipt.
5. Limitation of Vigeosoft USA Corp liability
Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. Nothing in this agreement excludes the liability of Vigeosoft USA Corp. for fraud or fraudulent misrepresentation.
5.1. Vigeosoft USA Corp. will not be liable either for tort (including negligence or breach of legal duty), contract, misrepresentation (whether innocent or negligent), restitution or any other loss of profits, loss of business, exhaustion of goodwill and/or similar losses or losses or corruption of data or information, or pure economic loss, or for any cost of loss, damage, charge or special, indirect or consequential expense derived from this agreement.
6. Duration and Termination
This agreement will begin on the Effective Date and will continue thereafter unless terminated in another manner as provided in this clause 6.
6.2.1. Vigeosoft USA Corp. may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its Designers Program. Vigeosoft USA Corp. will endeavour to give Designer as much notice of the same as reasonably practicable, but any such termination will be without liability to Designer.
6.2.2. Without prejudice to other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other party if:
(i) The other party commits a substantial breach of any term of this agreement whose breach is irremediable or (if such breach is remedied) does not remedy that breach within a period of 30 days after being notified in writing to do so.
(ii) The other party suspends, or threatens to suspend, the payment of their debts or can not pay their debts as they expire or admits inability to pay their debts.
(iii) The other party suspends or ceases, or threatens to suspend or cease, the performance of all or a substantial part of its business.
6.2.3. If the program is suspended for any reason, new memberships will also be suspended. Freelancers or Agencies that are already members of the program, may continue to enjoy the same benefits as up to the time of suspension only for renewals of the plans associated with their designer account.
6.2.4. Please note that when you withdraw from our Designers Program or are suspended from it at the time you breach with our terms of service, all plans associated with your designer account will remain in effect until the end of the invoiced period for each plan.
6.2.5. Vigeosoft USA Corp. reserves the right to suspend the Designers Program at any time and without prior notice. Under these circumstances, Freelancers or Agencies who have an active account prior to the date of suspension of the program, may continue to enjoy the same benefits as up to the time of suspension only for renewals of the plans associated with their designer account according to the same previous conditions.
6.3. Other reasons for termination
Neither party will breach this agreement nor be liable for any delay in performance or failure to comply with any of its obligations under this agreement if such delay or failure is due to events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall have the right to a reasonable extension of time to fulfill such obligations. If the period of delay or non-compliance continues for six months, the unaffected party may terminate this agreement by 30 days written notice to the affected party.
6.4. Consequences of Termination
Upon termination of this agreement for any reason:
(i) All benefits granted under this agreement will be terminated immediately (including any right of the Designer to use any trademark or registered trademark of Vigeosoft USA Corp.).
(ii) Each party must return and make no other use of any equipment, property, materials and other elements (and all copies thereof) that belong to the other party.
(iii) The accumulated rights of the parties upon termination, or the continuation after the termination of any provision expressly established to survive or survive implicitly upon termination, shall not be affected or impaired.
7. General Clauses
7.1. If faults or delays occur by a party in the exercise of any of its rights under these Agreement, in no case shall it be considered a waiver of that right.
7.2. The Designer will indemnify Vigeosoft USA Corp. against all liabilities, costs, expenses, damages and losses (including, among others, direct, indirect or consequential losses, loss of profits, loss of reputation and all interests, penalties and legal costs (calculated on a compensation basis) and all other costs and professional expenses) suffered or incurred by Vigeosoft USA Corp. arising out of or in connection with the Designer website or the marketing or sale of products or services on that website.
7.3. Each party agrees that it will have no remedies with respect to any statement, representation, warranty or guarantee (whether made innocently or by negligence) that is not established in this agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Each party agrees that the only rights and remedies available that arise from or in connection with a Representation will be for breach of contract as expressly provided in this agreement. Nothing in this clause will limit or exclude any liability for fraud.
7.4. Vigeosoft USA Corp may at any time assign, transfer, mortgage, collect, sub-contract, declare a trust or otherwise negotiate with any or all of your rights or obligations under this agreement. The Designer will not assign, transfer, mortgage, collect, subcontract, declare a trust or otherwise treat any or all of its rights or obligations under this agreement without the prior written consent of Vigeosoft USA Corp.
7.5. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
7.6. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7.7. Each of the paragraphs that make up these Agreement works and applies separately. If for any reason a court or relevant authority decides that any of them is illegal or unenforceable, the remaining paragraphs will remain as they are in full force and effect.
8. Contact Information
Any notice or other communication given to a party under or in connection with this agreement will be sent by email to the regular general communications email address of the other party. The regular general communications email address refers to:
(i) Designer: The email that the Designer has registered with us and is currently in use in your Designer Account.
(ii) Vigeosoft USA Corp.: The Designer must send all notifications and communications to email@example.com
9. Applicable law and jurisdiction
Each party irrevocably agrees that the laws of the state of Florida, in the United States of America, shall govern this agreement. Any disputes arising out of this agreement shall be subject to the jurisdiction of the state and federal courts located in or near Miami-Dade County, Florida.
Last Updated: May 24, 2018