Part A — Overview
These Terms of Service (this "Agreement") are entered into between Viargues Financial and AI Services LLC, a New Jersey limited liability company ("Viargues," "we," "us" or "our"), and the business entity that registers for or uses the Services ("Customer" or "you"). This Agreement consists of the General Terms in Part B and the Schedules that apply to the features you use. If there is a conflict between the General Terms and a Schedule, the Schedule controls for the feature it describes.
BY CLICKING TO ACCEPT THIS AGREEMENT, CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A BUSINESS OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES.
SECTION 16 CONTAINS AN AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF CLASS ACTIONS. PLEASE READ IT CAREFULLY.
Part B — General Terms
1. Definitions
1.1."Services" means the Viargues platform, websites, applications, integrations, application programming interfaces and related support made available by Viargues.
1.2."Customer Data" means documents, records and other information that you or your Authorized Users submit to the Services, or that the Services collect on your behalf from sources you connect.
1.3."Authorized User" means an individual whom you permit to access your workspace, including your employees, contractors and, where applicable, your Firm.
1.4."Firm" means an accounting, bookkeeping or tax firm that uses the Services to manage workspaces on behalf of its clients.
1.5."Third-Party Services" means products and services not provided by Viargues, including accounting software, online sales channels and email providers.
1.6."Outputs" means data, entries, categories, matches, calculations and other results generated by the Services from Customer Data.
2. Consent to Electronic Communications
2.1.You agree that Viargues may provide this Agreement, notices, disclosures, receipts and other records electronically, by email, through the Services or by posting them on our websites.
2.2.Your electronic acceptance of this Agreement and of any other document presented through the Services has the same legal effect as a handwritten signature.
3. Using the Services
3.1.Business Use. The Services are offered for business purposes only and not for personal, family or household use.
3.2.Eligibility. You must be duly organized and in good standing, and each Authorized User must be at least eighteen (18) years old.
3.3.Authorized Users. You are responsible for assigning appropriate permissions within your workspace and for the acts and omissions of your Authorized Users as if they were your own.
3.4.Changes to the Services. We may modify, add or discontinue features of the Services from time to time. If a change materially reduces the core functionality of a paid subscription, we will provide reasonable advance notice.
3.5.No Payments. Viargues does not process payments, move funds, connect to your bank, or store bank login credentials or full card numbers. Payments to your vendors, customers, or other third parties are made outside the Services.
4. Account Security
4.1.You must keep account credentials confidential, enable multi-factor authentication where offered, and promptly notify us at info@viarguesolutions.com of any actual or suspected unauthorized access.
4.2.We may require additional verification before allowing sensitive actions, such as changing account owners or exporting data.
5. Customer Data
5.1.Ownership. As between the parties, Customer owns all right, title and interest in and to Customer Data.
5.2.License to Viargues. You grant Viargues a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data solely to provide, secure, support and maintain the Services, as described in our Privacy Notice.
5.3.Aggregated Data. Viargues may create aggregated and de-identified data that does not identify Customer, any Authorized User or any other individual, and may use such data to operate, analyze and improve the Services.
5.4.No Model Training for Others. Viargues will not use Customer Data to train artificial intelligence models that are made available to other customers or third parties.
5.5.Your Responsibilities. You represent that you have all rights, consents and authorizations necessary to submit Customer Data and to connect Third-Party Services, including email accounts, to the Services, and that doing so does not violate any law or third-party right.
6. Accounting Firms and Client Workspaces
6.1.A Firm may access and manage a client's workspace only with that client's authorization, which the client may revoke at any time through the Services.
6.2.The Firm is responsible for its use of client workspaces, for its compliance with this Agreement on behalf of its clients, and for any professional advice it provides to its clients. Viargues is not a party to, and is not responsible for, the relationship between a Firm and its clients.
6.3.Additional terms for Firms are set out in Schedule 3.
7. AI Features
7.1.The Services use automated processing, including machine learning, to read documents and to extract, categorize, match and calculate information.
7.2.Outputs may be inaccurate, incomplete or unsuitable for your purposes. You are responsible for reviewing Outputs before relying on them, including before posting entries to your accounting software, filing tax returns or making payments.
8. Third-Party Services
8.1.The Services interoperate with Third-Party Services that you choose to connect. Your use of a Third-Party Service is governed by the terms and policies of its provider.
8.2.When you connect a Third-Party Service, you authorize Viargues to access and exchange data with it as needed to provide the features you request.
8.3.Viargues does not control and is not responsible for Third-Party Services, including their availability, security, or the accuracy of data they provide. A Third-Party Service may change or discontinue its integration at any time.
9. Identity Verification
9.1.Before enabling certain features, Viargues may request information to verify the identity of Customer and its Authorized Users, such as legal name and address.
9.2.You agree to provide accurate and complete information. We may decline, limit, suspend or terminate access to features if verification cannot be completed.
10. Fees and Billing
10.1.Trial. We may offer a free trial of fourteen (14) days or another period stated at sign-up. At the end of the trial, continued use requires a paid subscription.
10.2.Fees. Subscription fees are stated at the time of purchase, are billed in advance on a monthly or annual basis, and are non-refundable except as required by law or expressly stated in this Agreement.
10.3.Renewal. Subscriptions renew automatically for successive periods of equal length unless canceled before the end of the then-current period.
10.4.Price Changes. We will notify you at least thirty (30) days before a price change takes effect for your subscription.
10.5.Taxes. Fees exclude taxes. You are responsible for all applicable taxes other than taxes based on Viargues' net income.
11. Restrictions
You will not, and will not permit any person to: (a) access or attempt to access another customer's data; (b) interfere with or disrupt the integrity, security or performance of the Services; (c) reverse engineer, decompile or disassemble the Services, except to the extent permitted by law; (d) use the Services to store or transmit unlawful, infringing or malicious content; (e) use the Services for any unlawful, fraudulent or high-risk business or activity, or in violation of sanctions or anti-money laundering laws; or (f) resell or provide the Services to third parties except as permitted for Firms under Schedule 3.
12. Suspension and Termination
12.1.By You. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.
12.2.By Viargues. We may suspend or terminate your access if you materially breach this Agreement and fail to cure the breach within fifteen (15) days after notice, or immediately where necessary to comply with law or to protect the Services or other customers.
12.3.Effect. Upon termination, you may export Customer Data for thirty (30) days, after which Viargues will delete or de-identify it within the period stated in our Privacy Notice, unless retention is required by law. Sections 5.1, 5.3, 6.2, 7.2 and 13 through 18 survive termination.
13. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIARGUES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VIARGUES DOES NOT PROVIDE ACCOUNTING, TAX, LEGAL OR INVESTMENT ADVICE, AND THE SERVICES ARE NOT A SUBSTITUTE FOR A QUALIFIED PROFESSIONAL.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO VIARGUES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR TO A PARTY'S INDEMNIFICATION OBLIGATIONS.
15. Indemnification
15.1.By Customer. You will defend and indemnify Viargues against any third-party claim arising from Customer Data, your use of the Services in violation of this Agreement or applicable law, or, if you are a Firm, any claim by your clients relating to your services.
15.2.By Viargues. Viargues will defend and indemnify you against any third-party claim alleging that the Services, as provided by Viargues, infringe that third party's intellectual property rights.
15.3.Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation.
16. Dispute Resolution; Arbitration
16.1.Informal Resolution. Before starting arbitration, a party must send the other a written description of the dispute and attempt to resolve it informally for thirty (30) days.
16.2.Binding Arbitration. Any dispute arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its commercial rules, before a single arbitrator, in Essex County, New Jersey. Either party may bring an individual claim in small claims court instead.
16.3.CLASS ACTION WAIVER. CLAIMS MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
16.4.Exceptions. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.
17. Governing Law
This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. Subject to Section 16, the state and federal courts located in Essex County, New Jersey have exclusive jurisdiction over any dispute.
18. Changes to this Agreement; General
18.1.Changes. We may update this Agreement from time to time. If a change is material, we will notify you by email or through the Services at least thirty (30) days before it takes effect. Your continued use of the Services after the effective date constitutes acceptance.
18.2.General. This Agreement, together with the documents it references, is the entire agreement between the parties regarding the Services. If any provision is unenforceable, the remainder remains in effect. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all assets. Notices to Viargues must be sent to info@viarguesolutions.com.
Schedule 1 — Inbox Capture
1.1.Authorization. When you connect an email account, you authorize the Services to access messages and attachments in that account for the purpose of identifying bills, invoices, receipts and other financial documents, and the messages you ask the Services to surface.
1.2.Scope. The Services process only the messages needed for these purposes. You may disconnect an email account at any time, after which the Services will stop accessing it.
1.3.Google Data. Viargues' use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
Schedule 2 — Accounting and Sales Channel Integrations
2.1.Sync. When you connect accounting software, you authorize the Services to read from and write to that software, including creating and updating bills, invoices, payment records, vendors, customers and journal entries, according to your settings.
2.2.Sales Channels. When you connect an online sales channel, you authorize the Services to import orders, fees, refunds and payouts.
2.3.Review. You are responsible for reviewing entries before they are posted, and for reconciling your books. Viargues is not responsible for errors caused by incorrect settings, by data provided by a Third-Party Service, or by changes made directly in a Third-Party Service.
Schedule 3 — Firm Console
3.1.Client Workspaces. A Firm may create or be invited to client workspaces and act as an Authorized User of each client, within the permissions the client grants.
3.2.Firm Responsibilities. The Firm will obtain and maintain each client's authorization, comply with professional obligations that apply to it, and promptly remove its access when a client relationship ends.
3.3.Billing. Where a Firm pays for client workspaces, the Firm is responsible for those fees. Client ownership of Customer Data is not affected by who pays.