This Agreement ("Agreement") is by and between Vesta Digital LLC ("Vesta Digital LLC") a Florida Company and You, Your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronically receiving execution of Deliverables. This Agreement sets forth the terms and conditions of Your use of Vesta Digital software (“Software”) and services (“Services”) and explains Vesta Digital LLC ’s obligations to You and Your obligations to Vesta Digital LLC in relation to the Software and Services You purchase.
This Agreement as well as any additional Vesta Digital LLC policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Vesta Digital LLC concerning Your use of Vesta Digital LLC ’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Vesta Digital LLC policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference, including the dispute policy (ICANN:
Rules for Uniform Domain Name Dispute Policy.
By purchasing Vesta Digital LLC’s Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Vesta Digital LLC may establish from time to time, and any agreements that Vesta Digital LLC is currently bound by or will be bound by in the future. You may request the latest version of this Agreement at anytime, and if there are changes or alterations to this agreement you will be notified.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Vesta Digital LLC, whether or not the transactions were in Your behalf. You acknowledge that Vesta Digital LLC’s acceptance of any application made by You for Services provided by Vesta Digital LLC will take place at the Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar's offices located in Scottsdale, Arizona, USA.
The General Terms in Section A apply to all customers of Vesta Digital LLC The Software and Services Specific Agreements incorporated in Section B apply only to customers who have purchased those referenced Services.
1. Term of agreement; modifications.
You agree that Vesta Digital LLC may modify this Agreement and the Services from time to time. You agree to be bound by any changes Vesta Digital LLC may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Vesta Digital LLC, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Vesta Digital LLC will not refund any amounts You have paid. You agree that Vesta Digital LLC shall not be bound by any representations made by third parties who You may use to purchase Services from Vesta Digital LLC, and that any statement of a general nature, which may be posted on Vesta Digital LLC’s Web site or contained in Vesta Digital LLC’s promotional materials, will not bind Vesta Digital LLC Vesta Digital LLC may, at times, offer certain promotions with different charges and features. You agree that You will be responsible for notifying Vesta Digital LLC should You desire to terminate Your use of Vesta Digital LLC's Services. Notification of Your intent to terminate must be provided to Vesta Digital LLC no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date.
2. Accurate information.
You agree to maintain accurate information by providing updates to Vesta Digital LLC, as needed, while You are using Vesta Digital LLC’s Services. You agree You will notify Vesta Digital LLC within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Vesta Digital LLC to determine the validity of information provided by You will constitute a material breach of this Agreement.
You agree that Vesta Digital LLC may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to Vesta Digital LLC’s
Privacy Policy. You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Vesta Digital LLC has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Vesta Digital LLC has the absolute right, in its sole discretion, to terminate its Services and close Your account.
3. Privacy.
We will not give any information about you to others without your express permission. Our site uses forms in which you give us contact information (your name, address, daytime telephone number, and email address) so you can place orders, request information and support, and make product suggestions. We will then create an account number for you and if you choose to order from us using a credit card, we will collect your credit card number and expiration date. If you contact us for support, we will keep an internal record of what support was given. We use your customer information only when it will be important for us to contact you regarding functionality changes to our products, our web site, new Vesta Digital LLC services, and special offers we think you'll find valuable. If you would rather not receive this information, please see the "Updating Your Information" section below on how to change your preferences. If we present a co-branded offer with our partners or affiliates, it will be clear at the point of collection who is collecting the information and whose privacy statement applies. We may use third-party advertising companies to serve ads on our behalf. These companies may employ cookies and action tags (also known as single pixel gifs or web beacons) to measure advertising effectiveness. Any information that these third parties collect via cookies and action tags is completely anonymous.
On rare occasions, one of our partners/affiliates may require us to share your personal information with them. We will only do so with your explicit permission first. We use information gathered about you from our site statistics (for example your IP address) to help diagnose problems with our server, and to administer our Web site. We also gather broad demographic information from this data to help us improve our site and make your browsing and purchasing experience more enjoyable. This is not linked to any personally identifiable information, except as necessary to prevent fraud or abuse on our system. Our site uses cookies to keep track of your shopping cart and receipts. We use cookies to identify you so you don't have to login each time you visit our site. They are linked to your customer number which is associated with the information in your account. This site also contains links to other sites. Unfortunately Vesta Digital LLC is not responsible for the privacy practices or the content of such Web sites.
Updating Your Information: As a customer of Vesta Digital LLC, you may alter your customer information or opt-out of receiving communications from us and our partners at any time. We have the following options for changing and modifying your customer information.
- You may send an email to support@vestadigital.com.
- You may send mail to Vesta Digital LLC at the following postal address:
PO Box 3352, West Palm Beach, FL 33402-3352
Sending Emails: We use emails to communicate with you, to confirm your placed orders, and to send information that you have requested. We strive to promptly reply to your messages. The information you send to us may be stored and used to improve this site and our products, or it may be reviewed and discarded. However, your information will only be shared with third parties with your explicit permission.
Only If We Have To: As stated previously in this policy, we will not share your personal information except with a third party to assist us in the processing or securing of your personal information or when we are required by law unless we have given you notice and choice, in the good-faith belief that such action is necessary in order to conform to the edicts of the law, or we must comply with a legal process served on our web site. We may also need to give out your information if one of our partners requires it, but these situations are rare.
Changes in Our Practices: If we make material changes to our information handling practices or other privacy aspects, we will post those changes on this privacy statement, at least 30 days prior to their implementation or notify you directly via email. Minor changes will be immediately effective upon reposting to this privacy policy on the Vesta Digital LLC Web site.
Service Provider: We use a credit card processing company to bill users for goods and services. These companies do not retain, share, store, or use personally identifiable information for any secondary purposes.
4. Account security.
If Applicable, You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and service PIN (collectively, the "Account Access Information"). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Vesta Digital LLC immediately of any unauthorized use of Your account or any other breach of security. You agree Vesta Digital LLC will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Vesta Digital LLC or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Vesta Digital LLC specifically disclaims liability for any activity in Your account, whether authorized by You or not.
5. No unlawful conduct or improper use.
As a condition of Your use of Vesta Digital LLC’s Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Vesta Digital LLC if, for any reason, Vesta Digital LLC takes corrective action with respect to Your improper or illegal use of its Services. Vesta Digital LLC reserves the right at all times to disclose any information as Vesta Digital LLC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Vesta Digital LLC's sole discretion.
If You have purchased Services, Vesta Digital LLC has no obligation to monitor Your use of the Services. Vesta Digital LLC reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Vesta Digital LLC reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever. Vesta Digital LLC reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Vesta Digital LLC or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Vesta Digital LLC may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.
Except as set forth below, Vesta Digital LLC may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Vesta Digital LLC in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event Vesta Digital LLC cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to Vesta Digital LLC in connection with the Services being canceled. In the event Vesta Digital LLC deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Vesta Digital LLC if, for any reason, Vesta Digital LLC takes corrective action with respect to Your improper or illegal use of its Services.
6. No spam; liquidated damages.
You agree Vesta Digital LLC may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay Vesta Digital LLC liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay Vesta Digital LLC's actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of Vesta Digital LLC’s Anti-spam Policy, available here. Such terms and conditions are applicable to the use of all Vesta Digital LLC Software and Services and are incorporated herein.
7. Intellectual property.
You agree that Vesta Digital LLC or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the Vesta Digital LLC Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Vesta Digital LLC or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Vesta Digital LLC or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
8. Use of Vesta Digital LLC software.
If You have licensed software from Vesta Digital LLC, Vesta Digital LLC grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time. You are permitted to make copies of the software source code, object code and documentation as necessary to install, operate and maintain the software for use by You and Your subsidiary organizations.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, reverse compile or reverse assemble all or any portion of the software code in order to attempt to uncover the software source code.
Vesta Digital LLC reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Vesta Digital LLC The source code and its organization are the exclusive property of Vesta Digital LLC and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights to rent, lease, distribute, sell or create derivative works of the software. All rights are reserved by Vesta Digital LLC.
In the event You sell or distribute software source code, You shall promptly pay to Vesta Digital LLC $100,000 for each occurrence. At Vesta Digital LLC’s option, Vesta Digital may terminate this agreement for failure to pay the required software fee.
IN NO EVENT WILL Vesta Digital LLC OR Vesta Digital LLC’ SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF Vesta Digital LLC. OR Vesta Digital LLC’s SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Vesta Digital LLC. or Vesta Digital LLC’s suppliers' liability to You, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Client. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
Vesta Digital LLC provides this Software “as is” without warranty of any kind expressed or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
9. Fees and payment.
As consideration for the Software or Services purchased by You and provided to You by Vesta Digital LLC, You agree to pay Vesta Digital LLC at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Vesta Digital LLC expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card or a personal check (collectively, the "Payment Method"). Vesta Digital LLC rarely allows monthly payment plans. If an exception is made, your monthly billing date will be determined based on the day of the month You purchase the Services unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Vesta Digital LLC will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with Vesta Digital LLC , at Vesta Digital LLC 's then current rates. If for any reason Vesta Digital LLC is unable to charge Your Payment Method for the full amount owed Vesta Digital LLC for the Services provided, or if Vesta Digital LLC is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Vesta Digital LLC may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Vesta Digital LLC is unable to charge Your credit card with the full amount of the Services provided, or if Vesta Digital LLC is charged back for any fee it previously charged to the credit card You provided, You agree that Vesta Digital LLC may pursue all available remedies in order to obtain payment. You agree that among the remedies Vesta Digital LLC may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any Services registered or renewed on Your behalf. Vesta Digital LLC reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time.
You agree that You are solely liable for arranging that Your Services are renewed, and that Vesta Digital LLC shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.
Service Details: By using Vesta Digital LLC’s Credit Card Services, You can transfer funds to Vesta Digital LLC in advance. You can use Your Account to purchase any of the Software or Services of Vesta Digital LLC As consideration for the Services purchased by You and provided to You by Vesta Digital LLC, You agree to pay Vesta Digital LLC at least 50% in advance for the Services to be provided. Payment is to be made by You providing either a valid credit card, wire transfer, a money order, or personal check. Personal checks may only be used for payments of $100 or more, and may not be made for less than the amount required at purchase. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the Software or Services. You agree that if the EFT or bank draft is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT or bank draft. Should You decide to terminate Your Account and seek a refund of Your Prepaid Services, Your refund will be made by check net of any discounts, including, but not limited to, reduced or waived wire transfer fees and/or the Cash Discount.
You acknowledge that funds transferred to Your Account will be held in an account by Vesta Digital LLC, which will not accrue or pay interest for Your benefit. To the extent interest may accrue, if any, You understand and agree that Vesta Digital LLC shall be entitled to receive and keep any such amounts to cover costs associated with the Payment Services. You acknowledge that all transactions will be conducted in U.S. Dollars and that it is Your responsibility to arrange for foreign currency translations prior to funding Your Account. Wire transfers received by Vesta Digital LLC in foreign currencies will be returned and You will be responsible for the cost of returning such funds. Your Account must be funded on an initial basis with no less than one hundred dollars ($100.00), paid in U.S. funds. You agree that You will be responsible for all wire transfer fees, both incoming and outgoing, associated with Your Account. Any non-U.S. wire transfers may be subject to fees by either Your bank, intermediary banks or Vesta Digital LLC’s bank, which may reduce the amount of the money received by Vesta Digital LLC’s bank and subsequently funded into Your Account. You hereby expressly give Vesta Digital LLC permission to reduce Your Account by the amount of wire transfer fees Vesta Digital LLC incurs in order to receive Your funds. All fees are subject to change and will be updated online in this Agreement.
You will be able to access Your Account activity and records from Vesta Digital LLC’s Account Manager. Your Account will show purchases and the amount of funds remaining in Your Account. Vesta Digital LLC reserves the right at all times to disclose any information about Your Account as Vesta Digital LLC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part from Your Account, in the sole discretion of Vesta Digital LLC.
Specific Representations and Warranties
You agree that Vesta Digital LLC makes no representations or warranties of any kind in connection with “Prepaid” Services. Vesta Digital LLC expressly reserves the right to deny, cancel or transfer any Account that it deems necessary, in its discretion, to protect the integrity and stability of the “Prepaid” Services system, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Vesta Digital LLC, as well as its affiliates, subsidiaries, officers, directors and employees. Vesta Digital LLC also reserves the right to freeze an Account during resolution of a dispute.
By using Vesta Digital LLC’s pay by check option (“Pay By Check”), You can purchase Vesta Digital LLC Software and Services using a personal/corporate check. In consideration for the Software and Services purchased by You and provided to You by Vesta Digital LLC You agree to allow Vesta Digital LLC to debit the full amount of this transaction from Your checking account, which is non-refundable. Vesta Digital LLC will create an electronic funds transfer (EFT) or bank draft which will be presented to Your bank or financial institution for payment from Your checking account. The checking account must be at a financial institution in the United States, and the check must be payable in U.S. dollars.
It is Your responsibility to keep Your checking account current, and to have available funds in it. You agree that Vesta Digital LLC will not be responsible for payments that fail to go through as a result of Your checking account no longer existing, or holding insufficient funds. If for any reason Vesta Digital is unable to withdraw the full amount owed for the Services provided, You agree that Vesta Digital LLC may pursue all available remedies in order to obtain payment. You agree that if the EFT or bank draft is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT or bank draft.
The check may not be for less than the full amount required at that time. Personal/corporate checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks may be delayed up to fourteen (14) days until the money is credited, which may delay Your usage of the Software or Services. When sending a check to Vesta Digital LLC, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT) or bank draft, and You authorize a debit of THE FULL AMOUNT of this order from Your checking account.
10. Pepresentations and warranties.
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.
11. Limitation of liability.
IN NO EVENT SHALL VESTA DIGITAL LLC BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF VESTA DIGITAL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Vesta Digital LLC’s liability is limited to the full extent permitted by law. You agree that in no event shall Vesta Digital LLC’s maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Vesta Digital LLC.
12. Disclaimer of warranties.
Vesta Digital LLC expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. Vesta Digital LLC makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected; although all reasonable and appropriate measures are taken to ensure complete customer satisfaction. Vesta Digital LLC does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.
Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You.
13. Indemnification.
You agree to defend, indemnify and hold harmless Vesta Digital LLC and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Vesta Digital LLC whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Vesta Digital LLC or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Vesta Digital LLC harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Vesta Digital LLC be notified of a pending law suit, or receive notice of the filing of a law suit, Vesta Digital LLC may seek a written confirmation from You concerning Your obligation to indemnify Vesta Digital LLC Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Vesta Digital LLC shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Vesta Digital LLC of any such claim promptly in writing and to allow Vesta Digital LLC to control the proceedings. You agree to cooperate fully with Vesta Digital LLC during such proceedings.
You agree to cooperate fully with Vesta Digital LLC during such proceedings. You agree You will not be entitled to a refund of any fees paid to Vesta Digital LLC if, for any reason, Vesta Digital LLC takes corrective action with respect to Your improper or illegal use of its services. You also agree that if Vesta Digital LLC is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts account of Yours with Vesta Digital LLC, that Vesta Digital LLC, in its sole discretion, may take whatever action Vesta Digital LLC deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.
14. Governing law, venue; waiver of trial by jury.
This agreement shall be deemed entered into in the State of Florida. You agree that the laws and judicial decisions of West Palm Beach, Florida, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of West Palm Beach, Florida. You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
15. Notices.
You agree that all notices (except for notices concerning breach of this Agreement) from Vesta Digital LLC to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with Vesta Digital LLC In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to Vesta Digital LLC shall be made either by email, sent to the address provided on the Vesta Digital LLC Web site, or first class mail to Vesta Digital LLC ’s address at: Vesta Digital LLC, Attn: Legal Counsel, PO Box 3352, West Palm Beach, FL 33402-3352
16. Headings.
The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.
17. Entire agreement.
You agree that this Agreement including the policies and agreements it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the complete and only Agreement between You and Vesta Digital LLC regarding the Services contemplated herein.
18. Severability.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
19. Waiver.
The failure of Vesta Digital LLC to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Vesta Digital LLC thereafter to enforce such provisions.
20. Force majeure.
Vesta Digital LLC will make every effort to keep its Web site, software, and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions/delays in service. You agree not to hold Vesta Digital LLC liable for any of the consequences of such interruptions.
21. Survival.
Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.
22. No third party beneficiaries.
Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.