Terms of Service - Edge Icons

1. Introduction and Acceptance of Terms

1.1 Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and Verus Software Inc., operating as EdgeIcons ("Company," "we," "us," "our"), governing your access to and use of the EdgeIcons application programming interface ("API"), website, and related services (collectively, the "Service").

By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

1.2 Modifications to Terms

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date above. For significant changes, we may also notify you via email to the address associated with your account or through the Service interface.

Your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must discontinue use of the Service immediately. We encourage you to review these Terms periodically.

1.3 Eligibility

You must be at least eighteen (18) years of age to use the Service. If you are between the ages of thirteen (13) and eighteen (18), you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms. The Service is not intended for children under the age of thirteen (13), and we do not knowingly collect personal information from children under thirteen (13).

By using the Service, you represent and warrant that you meet the applicable age requirements and have the legal capacity to enter into this Agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

2.1 Service Overview

EdgeIcons provides an AI-powered application programming interface that generates scalable vector graphic (SVG) icons based on user inputs, prompts, and specifications. The Service utilizes artificial intelligence and machine learning models to create icon assets programmatically.

2.2 AI-Generated Content Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE TECHNOLOGY TO GENERATE ICONS, AND AS SUCH, THE OUTPUT MAY BE IMPERFECT, CONTAIN FLAWS, ARTIFACTS, INCONSISTENCIES, OR ERRORS.

The nature of AI-generated content means that:

(a) Icons may not precisely match your expectations, specifications, or prompts;
(b) Generated icons may contain visual imperfections, asymmetries, unexpected elements, or technical anomalies;
(c) The AI may interpret prompts differently than intended, resulting in unexpected outputs;
(d) Quality, style, and accuracy of outputs may vary between requests, even for identical or similar prompts;
(e) The Service cannot guarantee that generated icons will be suitable for any particular purpose;
(f) Generated icons may occasionally resemble existing icons, designs, or trademarks unintentionally due to the nature of AI training and generation processes.

We continuously work to improve our AI models and output quality, but we cannot guarantee perfection or fitness for any specific use case. You are solely responsible for reviewing, evaluating, and determining the suitability of any icons generated through the Service before use.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must create an account by providing accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update your account information to keep it accurate, current, and complete.

3.2 Account Types

The Service offers different account tiers, including but not limited to free accounts and paid subscription accounts. Each account type is subject to specific features, limitations, rate limits, and licensing terms as described in these Terms and on our website.

3.3 API Key Security

Upon registration, you will be issued API credentials, including API keys, tokens, or other authentication mechanisms ("API Credentials"). You are solely responsible for:

(a) Maintaining the confidentiality and security of your API Credentials;
(b) All activities that occur under your account or through use of your API Credentials;
(c) Implementing appropriate security measures to prevent unauthorized access to or use of your API Credentials;
(d) Immediately notifying us of any known or suspected unauthorized use of your account or API Credentials, or any other breach of security.

You must not share, publish, distribute, or otherwise disclose your API Credentials to any third party. API Credentials embedded in client-side code, public repositories, or otherwise exposed may be revoked without notice.

We reserve the right to disable or regenerate API Credentials at any time if we reasonably believe they have been compromised or are being misused.

3.4 Account Responsibility

You are fully responsible for all actions taken using your account, regardless of whether such actions were authorized by you. We are not liable for any loss or damage arising from your failure to maintain the security of your account or API Credentials.

4. Licensing and Intellectual Property Rights

4.1 Ownership of Service and Technology

EdgeIcons and its licensors retain all right, title, and interest in and to the Service, including but not limited to:

(a) All underlying AI models, algorithms, machine learning systems, and related technologies;
(b) The API architecture, code, documentation, and interfaces;
(c) All trademarks, service marks, logos, trade names, and brand features;
(d) All improvements, modifications, and derivative works of the foregoing.

Nothing in these Terms grants you any right, title, or interest in the Service or our technology except for the limited license rights expressly granted herein.

4.2 License Grant for Free Account Users

Subject to your compliance with these Terms, if you are using the Service under a free account tier, EdgeIcons grants you a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute the icons generated through the Service ("Generated Icons") for both personal and commercial purposes, subject to the following conditions:

(a) Attribution Required: You must provide clear and conspicuous attribution to EdgeIcons in connection with any use of Generated Icons. Attribution must be in the following format or a substantially similar format approved by EdgeIcons:

"Icon(s) generated by EdgeIcons (edgeicons.com)"

Attribution must be placed in a location reasonably visible to end users, such as in the footer, credits section, about page, documentation, or accompanying materials of your work.

(b) Non-Exclusive License: The license granted is non-exclusive, meaning that EdgeIcons may grant similar or identical licenses to other users, and that identical or substantially similar icons may be generated for and licensed to other users. You acknowledge and agree that you have no claim of exclusivity over any Generated Icons.

4.3 License Grant for Paid Account Users

Subject to your compliance with these Terms and payment of all applicable fees, if you are using the Service under a paid subscription account, EdgeIcons grants you an exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute the Generated Icons for both personal and commercial purposes, subject to the following conditions:

(a) No Attribution Required: Paid account users are not required to provide attribution to EdgeIcons when using Generated Icons.

(b) Exclusive License: Upon generation and payment of applicable fees, you will hold an exclusive license to the specific Generated Icons created under your paid account. EdgeIcons will not knowingly license the identical Generated Icons to other users. However, you acknowledge that:

(i) Due to the nature of AI generation, other users may independently generate substantially similar icons through their own prompts;
(ii) Icons generated prior to your exclusive license grant remain subject to any licenses previously issued;
(iii) The exclusive license applies only to the specific pixel-for-pixel identical output generated under your account, not to similar concepts, styles, or designs.

(c) License Effective Upon Payment: The exclusive license becomes effective only upon successful payment for the applicable billing period. Failure to maintain payment may result in downgrade to free account licensing terms.

(d) No Sublicensing for API Access: You may not sublicense, resell, or provide API access to third parties.

4.4 Effect of Account Termination or Downgrade on Licensing

(a) Termination for Cause: If your account is terminated for violation of these Terms, all licenses granted to you under this Agreement shall immediately terminate. You must cease all use of Generated Icons and destroy any copies in your possession or control.

(b) Voluntary Termination or Non-Renewal: If you voluntarily terminate your account or fail to renew a paid subscription, your license to previously generated icons shall survive termination, subject to the license terms applicable at the time of generation. However, you will lose access to the Service and the ability to generate new icons.

(i) Icons generated during your paid subscription period retain their exclusive, attribution-free license;
(ii) Icons generated after the downgrade will be subject to free account licensing terms (non-exclusive, attribution required).

4.5 Reservation of Rights

All rights not expressly granted herein are reserved by EdgeIcons. No implied licenses are granted under these Terms.

5. User Responsibilities and Content

5.1 Responsibility for Generated Content

You are solely responsible for all content you generate using the Service and for ensuring that such content complies with all applicable laws, regulations, and third-party rights.

This includes, without limitation:

(a) Ensuring that Generated Icons do not infringe upon any copyright, trademark, patent, trade secret, or other intellectual property rights of any third party;
(b) Ensuring that Generated Icons do not violate any applicable laws or regulations, including export control laws;
(c) Ensuring that Generated Icons do not defame, libel, or invade the privacy or publicity rights of any person;
(d) Obtaining any necessary permissions, licenses, or clearances for your intended use of Generated Icons;
(e) Evaluating the suitability of Generated Icons for your intended purpose before use.

5.2 Copyright and Trademark Compliance

You acknowledge and agree that:

(a) AI-generated content may unintentionally resemble existing copyrighted works, trademarks, logos, or other protected materials;
(b) You are responsible for conducting appropriate due diligence, including clearance searches, before using Generated Icons in commerce or in connection with goods and services;
(c) EdgeIcons does not provide any representation or warranty that Generated Icons are free from third-party intellectual property claims;
(d) You will not use the Service to intentionally create icons that copy, imitate, or infringe upon existing trademarks, logos, copyrighted works, or other protected materials;
(e) You will not use the Service to create icons for the purpose of trademark infringement, counterfeiting, passing off, or unfair competition.

5.3 Indemnification

You agree to indemnify, defend, and hold harmless EdgeIcons, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to:

(a) Your use of the Service or any Generated Icons;
(b) Your violation of these Terms;
(c) Your violation of any applicable law, regulation, or third-party right, including intellectual property rights;
(d) Any claim that Generated Icons used by you infringe the intellectual property or other rights of any third party;
(e) Any dispute between you and any third party relating to Generated Icons;
(f) Your negligence or willful misconduct.

This indemnification obligation shall survive the termination of these Terms and your use of the Service.

6. Acceptable Use Policy

6.1 General Conduct

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Service complies with all applicable local, state, national, and international laws and regulations.

6.2 Prohibited Uses

You agree NOT to use the Service to:

(a) Generate NSFW Content: Create, attempt to create, or request icons depicting nudity, sexual content, pornography, or any sexually explicit or suggestive material. Any attempt to generate such content will result in immediate account termination without refund.
(b) Generate Hateful or Discriminatory Content: Create icons that promote hatred, discrimination, harassment, or violence against any individual or group based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected characteristic.
(c) Generate Violent or Harmful Content: Create icons depicting graphic violence, gore, torture, abuse, self-harm, or content that promotes or glorifies violence or harm to any person or animal.
(d) Generate Illegal Content: Create icons that depict, promote, or facilitate illegal activities, including but not limited to drug use, weapons trafficking, human trafficking, terrorism, or child exploitation.
(e) Infringe Intellectual Property: Create icons that intentionally copy, imitate, or infringe upon trademarks, logos, copyrighted works, or other protected intellectual property of third parties.
(f) Create Deceptive Content: Generate icons intended to deceive, defraud, mislead, or manipulate others, including icons for phishing, scams, impersonation, or disinformation campaigns.
(g) Harass or Abuse Others: Use Generated Icons to harass, bully, stalk, intimidate, or threaten any individual.
(h) Violate Privacy: Create icons that violate the privacy rights of any individual or that are intended for use in surveillance, stalking, or unauthorized tracking.
(i) Interfere with the Service: Engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties of EdgeIcons or any third party.
(j) Reverse Engineer: Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or AI models underlying the Service.
(k) Circumvent Security: Attempt to bypass, circumvent, disable, or otherwise interfere with any security features, access controls, or usage limitations of the Service.
(l) Train Competing Models: Use Generated Icons or outputs from the Service to train, develop, improve, or validate any artificial intelligence, machine learning model, or competing service.
(m) Automated Abuse: Use bots, scripts, or automated tools to access the Service in a manner that exceeds reasonable human use or that is designed to abuse, overload, or exploit the Service.

6.3 Enforcement

We reserve the right, but have no obligation, to monitor use of the Service to detect violations of these Terms. Violation of this Acceptable Use Policy may result in:

(a) Warning or notice of violation;
(b) Temporary suspension of your account;
(c) Permanent termination of your account without refund;
(d) Legal action, where appropriate.

We may take any of these actions in our sole discretion, without prior notice, and without liability to you.

7. API Usage, Rate Limits, and Access Policies

7.1 Rate Limits

Your use of the Service is subject to rate limits, which vary based on your account tier and subscription plan. Rate limits may include, without limitation:

(a) Maximum number of API requests per second, minute, hour, day, or month;
(b) Maximum number of icons that may be generated per billing period;
(c) Maximum payload size for API requests;
(d) Concurrent request limitations.

Current rate limits are published in our API documentation and may be updated from time to time. You are responsible for implementing appropriate rate limiting in your applications to ensure compliance.

7.2 Compliance with Rate Limits

You agree to abide by all rate limits associated with your account. Exceeding rate limits may result in:

(a) Throttling or temporary blocking of API requests;
(b) Temporary suspension of your account;
(c) Additional charges, where applicable under your subscription plan;
(d) Permanent termination of your account for repeated or egregious violations.

7.3 Access Policies

Your account may be subject to additional access policies, including but not limited to:

(a) Geographic restrictions on API access;
(b) Restrictions on specific features or capabilities;
(c) Requirements for additional verification or authentication;
(d) Usage quotas and limitations.

You agree to abide by all access policies associated with your account. We may modify access policies at any time, with or without notice, and such modifications will be effective immediately upon implementation.

7.4 Prohibition on Resale

You may not resell, redistribute, sublicense, or provide third-party access to the API. This includes, without limitation:

(a) Creating a service or application that provides API access to third parties for a fee;
(b) Acting as a reseller, broker, or intermediary for API access;
(c) Sharing API Credentials with third parties for any purpose;
(d) Creating "wrapper" services that expose EdgeIcons functionality to third parties.

If you wish to integrate EdgeIcons into a commercial product or service for your own end users (not reselling API access), please contact us to discuss enterprise licensing arrangements.

8. Payment Terms

8.1 Fees and Billing

Paid subscription accounts are subject to the fees set forth on our website at the time of purchase or renewal. All fees are quoted in United States Dollars (USD) unless otherwise specified.

8.2 Billing Cycle

Subscription fees are billed in advance on a recurring basis according to the billing cycle selected at the time of purchase (e.g., monthly or annually). Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date.

8.3 Payment Methods

You must provide a valid payment method (such as a credit card or other accepted payment method) to use paid features of the Service. You authorize us to charge your payment method for all fees incurred under your account.

8.4 Failed Payments

If payment fails for any reason, we may:

(a) Reattempt to charge your payment method;
(b) Suspend your access to paid features until payment is received;
(c) Downgrade your account to a free tier;
(d) Terminate your account after a grace period.

You remain responsible for all fees incurred during any period of failed payment.

8.5 Price Changes

We reserve the right to change our prices at any time. Price changes for subscription plans will take effect at the start of the next billing period following notice of the price change. Your continued use of the Service after a price change constitutes your acceptance of the new price.

We will provide at least thirty (30) days' notice of any price increase via email or through the Service.

8.6 Refund Policy

All fees are non-refundable except as expressly set forth herein or as required by applicable law.

We do not provide refunds or credits for:

(a) Partial subscription periods;
(b) Unused API calls or icon generation quota;
(c) Downgrading to a lower subscription tier;
(d) Dissatisfaction with Generated Icons or AI output quality;
(e) Account termination for violation of these Terms.

In our sole discretion, we may offer refunds, credits, or other consideration in individual cases.

8.7 Taxes

All fees are exclusive of applicable taxes (including sales tax, VAT, GST, or similar taxes). You are responsible for paying all such taxes associated with your use of the Service, excluding taxes based on EdgeIcons' net income.

9. Service Availability and Modifications

9.1 No Uptime Guarantee

THE SERVICE IS PROVIDED ON AN "AS AVAILABLE" BASIS. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES OR THAT ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE.

The Service may be subject to:

(a) Scheduled maintenance and updates;
(b) Unscheduled downtime due to technical issues;
(c) Service interruptions beyond our reasonable control;
(d) Capacity limitations during periods of high demand.

We will make reasonable efforts to provide advance notice of scheduled maintenance but are not obligated to do so.

9.2 Right to Modify or Discontinue

We reserve the right, in our sole discretion, to:

(a) Modify, update, or change any aspect of the Service, including features, functionality, user interface, API endpoints, and output quality;
(b) Deprecate or remove API endpoints, features, or capabilities with reasonable notice where practicable;
(c) Discontinue the Service entirely, in whole or in part, with or without notice.

We will make reasonable efforts to provide notice of material changes to the API that may affect your integration, but we are not liable for any modifications, suspension, or discontinuation of the Service.

9.3 Beta Features

We may offer certain features designated as "beta," "preview," "experimental," or similar designations. Such features are provided for testing purposes, may be incomplete or contain errors, and may be modified or discontinued at any time without notice. Use of beta features is at your own risk.

10. Termination

10.1 Termination by You

You may terminate your account at any time by following the account cancellation procedures in your account settings or by contacting our support team. Termination will be effective at the end of your current billing period (for paid accounts) or immediately (for free accounts).

10.2 Termination by EdgeIcons

WE RESERVE THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND ACCESS TO THE SERVICE AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, IN OUR SOLE DISCRETION.

Without limiting the foregoing, we may terminate or suspend your account immediately, without prior notice or liability, if:

(a) You breach any provision of these Terms;
(b) You violate the Acceptable Use Policy;
(c) You fail to pay applicable fees when due;
(d) We are required to do so by law or legal process;
(e) We reasonably believe your use of the Service poses a security risk or risk of harm to us, our users, or third parties;
(f) Your account has been inactive for an extended period;
(g) We discontinue the Service.

10.3 Effect of Termination

Upon termination of your account:

(a) Your right to access and use the Service will immediately cease;
(b) Your API Credentials will be revoked;
(c) You will lose access to any data, Generated Icons, or other content stored in your account;
(d) You remain liable for all fees incurred prior to termination;
(e) License rights to Generated Icons will be governed by Section 4.4.

We are not liable to you or any third party for any termination of your access to the Service.

10.4 Survival

The following sections shall survive termination of these Terms: Section 4 (Licensing and Intellectual Property Rights, to the extent licenses survive termination), Section 5 (User Responsibilities and Content), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Dispute Resolution), and Section 15 (General Provisions).

11. Disclaimer of Warranties

11.1 "As Is" and "As Available"

THE SERVICE, INCLUDING ALL GENERATED ICONS, API FUNCTIONALITY, AND RELATED DOCUMENTATION, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

11.2 Disclaimer of Express and Implied Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDGEICONS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, fitness for a particular purpose, and non-infringement;
(b) WARRANTIES OF QUALITY, accuracy, reliability, completeness, or timeliness of the Service or Generated Icons;
(c) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS or expectations;
(d) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, timely, secure, or error-free;
(e) WARRANTIES THAT GENERATED ICONS WILL BE FREE FROM DEFECTS, errors, artifacts, or flaws;
(f) WARRANTIES THAT GENERATED ICONS WILL NOT INFRINGE any third-party intellectual property rights;
(g) WARRANTIES REGARDING THE RESULTS that may be obtained from use of the Service.

11.3 AI Output Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AI-GENERATED CONTENT IS INHERENTLY IMPERFECT AND UNPREDICTABLE. EDGEICONS MAKES NO WARRANTY OR REPRESENTATION REGARDING:

(a) The aesthetic quality, style, or appearance of Generated Icons;
(b) The consistency or reproducibility of outputs;
(c) The accuracy of AI interpretation of prompts;
(d) The suitability of Generated Icons for any particular use;
(e) The originality or uniqueness of Generated Icons.

11.4 Third-Party Materials

The Service may contain links to third-party websites, services, or resources. We do not endorse and are not responsible for any third-party content, products, or services.

11.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights. In such jurisdictions, the above exclusions and limitations shall apply to the fullest extent permitted by law.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDGEICONS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
(b) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, OR GOODWILL;
(c) LOSS OF DATA OR DATA BREACH;
(d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(e) BUSINESS INTERRUPTION;
(f) ANY OTHER PECUNIARY LOSS;

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EDGEICONS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(a) THE AMOUNTS PAID BY YOU TO EDGEICONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(b) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

12.3 Basis of the Bargain

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EDGEICONS WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

12.4 Essential Purpose

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.5 Jurisdictional Limitations

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

13. Indemnification

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless EdgeIcons, its parent, subsidiaries, affiliates, officers, directors, employees, agents, licensors, suppliers, and any third-party information providers (collectively, "Indemnified Parties") from and against all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your use of the Service;
(b) Any Generated Icons created through your account;
(c) Your breach or alleged breach of these Terms;
(d) Your violation or alleged violation of any law, regulation, or third-party right;
(e) Any claim by a third party that your use of Generated Icons infringes their intellectual property rights;
(f) Your negligence, willful misconduct, or fraud;
(g) Any dispute between you and any third party.

13.2 Indemnification Procedure

We will promptly notify you of any claim subject to indemnification, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You shall have the right to assume control of the defense of any claim with counsel of your choice, provided that we may participate in the defense at our own expense. You shall not settle any claim without our prior written consent if such settlement would impose any obligation on us or admit fault on our behalf.

14. Dispute Resolution

14.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law.

14.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at hi@edgeicons.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may proceed to the formal dispute resolution procedures below.

14.3 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, shall be referred to and finally determined by binding arbitration administered by the British Columbia International Commercial Arbitration Centre ("BCICAC") in accordance with its applicable arbitration rules, or by such other arbitration body as the parties may agree.

(a) Arbitration Procedures: The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in Vancouver, British Columbia, Canada, or at another mutually agreed location, or via telephone or video conference if appropriate. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
(b) Costs: Each party shall bear its own costs and attorneys' fees in the arbitration. The arbitration fees shall be allocated as determined by the arbitrator in accordance with the applicable arbitration rules.
(c) Confidentiality: The arbitration proceedings, including any discovery, shall be confidential, and neither party may disclose the existence, content, or results of any arbitration except as required by law or to enforce the arbitration award.

14.4 Class Action Waiver

YOU AND VERUS SOFTWARE INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Unless both you and Verus Software Inc. agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, collective, or representative proceeding.

14.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights or confidential information.

14.6 Opt-Out

You may opt out of the arbitration agreement and class action waiver by sending written notice of your decision to opt out to 3rd Floor - 422 Richards St, Vancouver BC V6B 2Z4, Canada within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, the exclusive jurisdiction and venue provisions in Section 14.7 shall apply.

14.7 Exclusive Jurisdiction

If for any reason a claim proceeds in court rather than arbitration, the parties agree to submit to the exclusive personal jurisdiction of the provincial and federal courts located in Vancouver, British Columbia, Canada, and waive any objection based on inconvenient forum.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies incorporated by reference, constitute the entire agreement between you and EdgeIcons regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter.

15.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

15.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

15.5 Notices

All notices to Verus Software Inc. under these Terms shall be in writing and sent to 3rd Floor - 422 Richards St, Vancouver BC V6B 2Z4, Canada or hi@edgeicons.com. Notices to you may be sent to the email address associated with your account or posted on the Service. Notice shall be deemed given upon receipt or, for email, twenty-four (24) hours after sending.

15.6 Headings

The headings in these Terms are for convenience only and have no legal or contractual effect.

15.7 Force Majeure

EdgeIcons shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labor disputes, pandemic, epidemic, failure of third-party services, internet or telecommunications failures, or power outages.

15.8 No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto, except as expressly set forth herein.

15.9 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and EdgeIcons. Neither party has the authority to bind the other or incur obligations on behalf of the other.

15.10 Export Compliance

The Service and Generated Icons may be subject to export control laws and regulations of Canada, the United States, and other jurisdictions. You agree to comply with all applicable export and re-export control laws and regulations, including the Export and Import Permits Act (Canada), the Export Administration Regulations maintained by the U.S. Department of Commerce, and sanctions programs maintained by Global Affairs Canada and the U.S. Treasury Department's Office of Foreign Assets Control.

15.11 Government Users

If you are a government end user, the Service is provided as a commercial service and is licensed in accordance with these Terms.

16. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Verus Software Inc.

Operating as EdgeIcons

Email: hi@edgeicons.com

Address:

3rd Floor - 422 Richards St

Vancouver BC V6B 2Z4

Canada

Website: https://edgeicons.com

17. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

End of Terms of Service

EdgeIcons Terms of Service