These terms of use (the “Terms”) are a legal contract between The SERVERS TECH FZCO, and its affiliates (“VDSINA”, “we” or “us”) and “you” (“Customer”, “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our platform and website(s) (main url located at www.vdsina.com) as well as all of our associated internet and online properties (either linked by VDSINA) and any software that VDSINA provides to you for download or use, including in your mobile devices (all of these virtual properties, software and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided therein are referred to as the “Services”.
Using the services indicates that you have both read and accept these terms. If you do not agree with any of these terms, do not access or otherwise use the services.
Important: these terms contain a dispute resolution and arbitration provision, including a class action waiver that affects your rights.
Each time you access and/or use the Services, you agree to be bound by these Terms and any Additional Terms that apply to you.
You warrant that you will use the Services in compliance with our Acceptable Use Policy.
You warrant that you will use the Services in compliance with our Anti-Spam Policy.
VDSINA does not permit copyright or intellectual property infringing activities on the Services.
You are responsible and liable for your Content and the Content of your end users.
We may offer Rewards programs as part of our Services.
To the extent permitted by law, Our liability is limited.
TERMS AND CONDITIONS AGREEMENT
1. YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP
By using the Services, you represent and warrant that you are of age under the laws of your jurisdiction and/or lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Services at any time or in any manner, or submit any information to VDSINA or the Services.
If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.
2. MODIFICATIONS AND ADDITIONAL TERMS
(a) These Terms. VDSINA can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Services. If you do not agree with any of the updated Terms, you must stop using the Services. Unless otherwise required by law, the updated Terms are effective as of the day of posting.
(b) The Services. VDSINA hosts its equipment and provides services from the EU. VDSINA may make changes to the Services at any time, without notice to you. If you object to any changes to the Services, your sole recourse will be to cease using the Services. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified. We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services.
(c) Paid subscriptions. Please note that if you are under paid-subscription services with us, in the event we change the price for the services which you have previously agreed to pay or if we substantially change the services you are paying for, we will also notify you of such changes as contemplated in Section 2(a) above.
(d) Additional Terms. In addition, certain features of the Services may be subject to additional terms of use (“Additional Terms”), which shall be provided to you at the moment you choose to use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.
(e) Executed Contract(s). If You have entered into a separate executed (i.e. signed) agreement for services with VDSINA (collectively and individually, “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.
3. USERS
(a) Registered Users and Accounts. In order to access certain features of the Services you will be required to become a Registered User. A “Registered User” is a User who has registered an account with us (your “Account”). By registering as a User you represent that you are not barred from using the Services under these Terms, your place of residence or any other applicable jurisdiction.
(b) Registration Data. In registering for the Services, you agree to
- provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”);
- maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You agree that all notices and communications between Us will be sent to the email address You provide. If you provide any information that is untrue, inaccurate, not current or incomplete, or VDSINA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VDSINA has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) for breach. You agree not to create an Account using a false identity or information. You agree not to register for an Account on behalf of an individual other than Yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so. You agree not to create an Account or use the Services if you have been previously removed by VDSINA, or if you have been previously banned from any of the VDSINA properties.
(c) Account Management. When You register for the Services, You will choose a login (email) and password. You may use the Services or modify Your Content and data only through such login and password. You are entirely responsible for maintaining the confidentiality of Your password and for any and all activities which occur using Your credentials and/or under your Account. VDSINA reserves the right to establish an Account verification process to verify the account and/or any information provided. VDSINA shall be entitled to monitor your username and password and, at its discretion, require you to change it. It is also Your responsibility to make sure that Our domain VDSINA.com are not included in any spam block list used by You or Your mail provider. You are required to perform all necessary security configuration and management tasks for Your site(s) and all domains, web pages or IP addresses which You are hosting through the Services, and to protect Your Content and data, including that of Your customers and/or end users hosted through the Services. You are responsible for management of updates and security patches, any application software or utilities installed, any files accessible via Your site(s), and the configuration of any VDSINA -provided security utilities.
4. SERVICES
At the time of initial registration, You will select from the list of available Services the service plan(s) to which You wish to subscribe (each a “Tariff”). All Tariffs to Services are subject to formal acceptance by VDSINA. Your Tariff to the Services will be deemed accepted by VDSINA when VDSINA delivers a confirmation of the Tariff to You. VDSINA reserves the right to refuse to provide You with any Service for any reason. Notwithstanding Our Uptime Guarantee, VDSINA also reserves the right to interrupt access to the Services to perform regular and emergency maintenance as needed. You may order additional Services at any time, provided that You agree to pay the then-current fees for such additional Services. All additional services shall be considered "Services" hereunder. All Services provided are subject to availability and to these Terms.
For as long as you agree to these Terms and abide by them, you may use the Services. Services are provided to you and not sold.
5. SUBSCRIPTIONS AND CANCELLATIONS
(a) Subscriptions. Your Subscription or commencement of the Services shall begin upon confirmation to You and receipt of lawful funds, whichever comes earlier. The Subscription initial term's length is chosen by You and shall be indicated when You subscribe to Our Services. The Subscription may not be terminated by You during the Initial Term. After the Initial Term, the Subscription shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or canceled by either party as provided herein.
(b) Pricing. Subject to Section 2(c), VDSINA reserves the right to change prices for paid Subscriptions at any time and does not provide price protection or refunds in the event of promotions or price decreases. It is Your responsibility to check Our Site for plan or price changes should You wish to take advantage of plan or price changes which may have occurred. VDSINA does not automatically update Your Subscription plan.
(c) Automatic renewal terms: To facilitate continuity of the Services to you, each paid Subscription contains automatic renewal terms. VDSINA will automatically renew your paid Subscription as per the Subscription period of your choosing (each a “Subscription Term”), on the anniversary of that date that VDSINA first charges your Account for the first Subscription fee, and, as authorized by you during the Subscription sign-up process, VDSINA will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel prior to the anniversary date). Each Subscription renewal period is for the same Subscription Term as the prior one, unless otherwise agreed between you and VDSINA. If you cancel your subscription, your access to and use of the services will be shut off once your then current subscription term expires.
VDSINA reserves the right to modify pricing at any time, upon advance notice to you. If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.
(d) Cancellation terms: you may cancel your subscription at any time, and such cancellation shall become effective upon expiration of your then-current subscription term. You agree and understand that you will be charged Subscription fees until the expiration of your then-current Subscription Term and subscription fees will not be refunded, in whole or in part, subject to applicable law.
6. PAYMENTS
(a) If you purchase any Services that we offer for a fee, either on a one-time or on a Subscription basis (collectively “Fees”), you agree and consent to VDSINA’s use of third-party payment providers for billing and processing online payments (see below), and you agree to pay the applicable Fees for the Services (including, without limitation, periodic fees for Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Unless separately negotiated by You and Us, and confirmed by separate written agreement, the initial and recurring Fees for the Services selected by You shall be as provided in the initial on-line order form. All set-up fees and special programming fees are non-refundable. Unless otherwise indicated, we may invoice Fees for Services in advance. Failure to make payment of Fees for Services when due may result in the suspension or termination of Services.
(b) Services are billed on an automatic, auto-renewal and recurring basis unless and until you follow VDSINA's cancellation procedure set forth in this Agreement. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 5(c)). Our Subscriptions may be subject to usage limits. You agree and understand that we verify use of the Service periodically. If as part of a routine verification process, we determine that Usage exceeds the current amount of usage limits purchased, we reserve the right to invoice you for the additional use. We may contact you to discuss your current plan and other options available to you. You agree to upgrade to a higher usage plan if necessary.
(c) You must select a payment method. By providing a payment method, You expressly authorize VDSINA to charge said payment method at regular intervals subject to Your particular Subscription. VDSINA reserves the right to contract with a third party to process all payments. Such third party may impose additional terms and conditions governing payment processing. If You do not pay all Fees when due, Your account will be deemed past due.
(d) You agree to pay any and all taxes, including personal property, value added, or sales taxes, resulting from Your use of the Services. VDSINA is not responsible for any bank fees incurred by You due to Your use of check cards, automatic payment services, insufficient funds, and any and all other fees your financial institution may impose due to Your use of the Services.
(e) If you cancel any Service prior to the expiration of the pre-paid Fees, You understand and agree that VDSINA, at its sole discretion, may not issue You any refund whatsoever, including but not limited to any remaining pre-paid Fees, set up Fees, and/or special programming Fees.
(f) If you do not pay on time or if VDSINA cannot charge your payment method for any reason, VDSINA reserves the right to either suspend or terminate your Subscription, access to the Services, and/or Account and terminate these Terms.
(g) From time to time, VDSINA may offer coupons or other discount codes which may be used when signing up for Services with Us. Coupons and discount codes are for first-time customers of VDSINA only and must be used at the time of Your initial purchase with Us – they may not be applied after commencement of the Services.
7. REFERRAL PROGRAM
We may offer programs allowing our users to earn service credits and rewards (“Rewards”) on their Accounts. Please refer to our Referral Program Terms as these may be amended from time to time, before participating in our Rewards’ program.
8. TERMINATION
(a) VDSINA may terminate your Subscription in its sole discretion at any time for any reason or no reason ("Termination without Cause"). In such case, VDSINA will provide You with thirty (30) days written notice before the discontinuation of Services. If VDSINA cancels your Subscription pursuant to any of the terms outlined in these Terms, with the exception of Termination without Cause, VDSINA shall not refund to You any fees paid or prepaid in advance of such cancellation and You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation.
(b) In addition to VDSINA 's right to terminate your Subscription provided elsewhere in these Terms, VDSINA may terminate your Subscription effective immediately if, based on VDSINA 's sole judgment, it determines that You or any of Your end users: (i) have breached the Acceptable Use Policy or Anti-Spam Policy, (ii) have infringed or violated any intellectual property right or privacy or publicity right of a third party, (iii) have not complied with any applicable law, statute or regulation, or (iv) have uploaded, published or disseminated any images, text, graphics, code or video which VDSINA considers illegal or high risk, in its discretion, or (v) breached these Terms. Nothing contained in these Terms is intended to, or shall, impose any duty or obligation upon VDSINA to monitor or review Your Content (defined in Section 12) or the content of Your end users at any time. You remain solely responsible for Your Content, and any liability generated therefrom.
(c) The termination of your Subscription will end Your access to the Services and Your license to the Materials. VDSINA shall not be liable to You or to any third party for termination of the Services permitted under these Terms. Upon termination of your Subscription, VDSINA reserves the right to maintain copies of Your data files and records for archival purposes but does not undertake any obligation to do so.
9. OUR ACCEPTABLE USE AND ANTI-SPAM POLICIES AND OUR COMMUNITY
To use our Services, you agree to and warrant that you will comply at all times with our Acceptable Use Policy(“AUP”) and our Anti-Spam Policy (“Policies”) as these may be amended from time to time, which regulate prohibited and/or acceptable practices relating to the use of our Services, including limitations on User Content, prohibited activities, system abuse and security. If you do not agree with our Policies, you must discontinue use of the Service.
10. INTELLECTUAL PROPERTY INFRINGEMENT
VDSINA does not permit copyright-infringing activities and infringement of intellectual property rights on the Services and may require removal of such content. VDSINA also reserves the right to restrict access to Materials that infringe copyright or intellectual property rights without any compensation to the User.
11. USER CONTENT
11.1 Content.
(a) You are responsible for the information, text, opinions, messages, comments, audio visual works, motion pictures, photographs, animation, videos, graphics, sounds, music, software, Apps, and any other content or material that You or your end users submit, upload, post, host, store, or otherwise make available (“Make Available”) on or through the Services (collectively, “Your Content,” “Content” or “User Content”). You may not Make Available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make or submit. As between you and us, you own your User Content and you have full responsibility for all User Content you make or submit, including its legality, reliability and appropriateness, while using the Services. You hereby grant to VDSINA a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that VDSINA deems appropriate, without any further consent, notice and/or compensation to you or to any third parties, for purposes of providing the Services to you.
(b) VDSINA will not actively monitor Content being hosted by VDSINA, although VDSINA, at its sole discretion, may elect to electronically monitor its network and may disclose any content or records concerning Your Account as necessary to satisfy any law, regulation, or other governmental request or to properly operate Our network and protect any of Our customers. VDSINA will investigate complaints of a violation of a third-party right or of the AUP. VDSINA will cooperate with those attempting to minimize Internet abuse and reserves the right to institute "filters" or other mechanisms for that purpose. VDSINA will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that You or any of Your end users are engaged in illegal activities. Nothing contained in this Section, or anywhere in these Terms, is intended to bestow any rights on any third party, and no third parties shall be entitled to enforce any terms of these Terms between us, the parties.
(c) You acknowledge and expressly agree that VDSINA will not be liable to You or any of Your end users for any action VDSINA takes to remove or restrict access to the Services for any alleged violation of the AUP.
(d) VDSINA may, at its sole discretion, immediately terminate Your Account and access to the Services, and terminate these Terms for cause, if Your conduct violates our Policies (See Section 10), or if any of Your end users' or downstream customers' conduct violate such Policies.
(e) Child Pornography. VDSINA takes the issue of child pornography very seriously, and any potential harm to minors using our Services is strictly prohibited. Content that is or may be perceived to be child pornography will be immediately removed from public access upon notification or detection by Us. Additionally, VDSINA reserves the right to terminate any Account whose website(s) hosts or links to child pornography immediately and without notice to You. Content or communications seeking to solicit, lure or entice minors into sexual activity or lewd behavior is also strictly prohibited, and will be treated the same as, or similar to, child pornography, consistent with applicable law.
(f) You acknowledge and understand that VDSINA operates as the provider of an interactive computer service. Thus, We are immune from, and cannot be held responsible for, claims arising from the publication of Your Content (including third-party content published on Your web site(s)). We do not create such content, and We are not responsible for the publication of remarks or communications of You or third-parties that may arguably rise to the level of being actionable under federal laws including, but not limited to, the publication of material that might be considered defamatory, or violative of privacy or publicity rights.
11.2 Content that you Make publicly Available.
(a) In addition to the license granted in Section 12.1(a), You also authorize others to use the User Content that you publicly share or Make Available through the Services.
(b) You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.
(c) Forums and messaging. VDSINA may offer various forums where you can post your observations and comments on designated topics. By offering this feature, VDSINA is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Please note that ideas you post and information you share may be seen and used by other Users, and VDSINA cannot guarantee that other Users will not use the ideas and information that you share on the Services. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Services. Please refer to Section 10 and our Copyright Policy for more information regarding how we treat infringing content. VDSINA is not responsible for a user's misuse or misappropriation of any content or information posted in any VDSINA community forums.
12. THIRD-PARTY SERVICES, SOFTWARE, LINKS AND LICENSING
(a) Third-Party Services. You may in Your sole discretion elect to use third-party products, software and/or services (collectively, “Third-Party Services”, offered by one or more “Third Party”) in connection with the VDSINA Services and VDSINA may in its sole discretion help facilitate Your use of such Third-Party Services in connection with the VDSINA Services, however You acknowledge and agree as follows: (i) You are solely responsible for purchasing or licensing Third-Party Services as may be required by any such third party; (ii) You shall be subject to any applicable terms governing such Third-Party Services, which are in addition to this Agreement; (iii) You shall pay all fees charged by such third party for such Third-Party Services, and recognize that the terms governing such fees (including any price adjustments) are not necessarily in VDSINA’s control, even if payment is facilitated through the VDSINA Services; (iv) regardless of VDSINA’s assistance, You are solely responsible for installing and maintaining any Third-Party Services at Your expense; and VDSINA shall not be liable in any manner for any third-party services, and any assistance provided by VDSINA in connection with such Third-Party Services shall not alter Your responsibility or Our liability disclaimer under this section.
You agree and understand that you, and not VDSINA, are solely responsible for your compliance with the licensing terms of any Third-Party Services or products that are made available to you within the VDSINA Services. Notwithstanding the foregoing, if any such Third-Party provider finds you (or any of VDSINA’s customers) non-compliant with the Third Party’s agreement or obligations, VDSINA reserves the right to terminate the Services or Account of the non-compliant customer, without giving any advance notice. You agree and understand that VDSINA may and will share all available Customer data with the applicable Third Party if contractually obligated.
(b) Bring Your Own License. Bring Your Own License (“BYOL”) is the process by which you bring your previously purchased licenses to run on our cloud (“VDSINA Cloud”). Our deployment model has options to meet platform licensing needs, i.e. you can use licenses provided by us or you can bring your own.
13. INTELLECTUAL PROPERTY RIGHTS
(a) The Services and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain VDSINA 's .
(b) All Services provided by VDSINA may only be used for lawful purposes.
(c) As between You and VDSINA, VDSINA acknowledges that it claims no proprietary rights in or to Your Content. You hereby grant to VDSINA a non-exclusive, worldwide and royalty-free license to copy, make derivative works, display, perform, use, broadcast and transmit on and via the Internet Your Content, solely for the benefit of You and to enable VDSINA to perform its obligations under these Terms.
(d) In connection with performance of the Services and at the sole discretion of VDSINA, VDSINA may (but is not obligated to) provide You with certain Materials including, without limitation, computer software (in object code or source code form), data, documentation or information developed or provided by VDSINA or its suppliers under these Terms, domain names, electronic mail addresses and other network addresses assigned to You, and other know-how, methodologies, equipment, and processes used by VDSINA to provide You with the Services. Subject to these Terms, VDSINA hereby grants You a limited, revocable, non-transferable, non-exclusive license to use the Materials solely in connection with the Services.
(e) If We are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if We are required to seek the assistance of an Attorney to pursue injunctive relief against You, or if We are required to file an ICANN complaint against You in order to bring about the transfer of an offending URL to Us from You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages, or in order to seek injunctive relief from You, or in order to file and prosecute an ICANN complaint.
(f) You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs.
14. ADDITIONAL PROVISIONS REGARDING THE SERVICES
14.1 Back ups & data loss. You agree that Your use of VDSINA 's Services is at Your own risk, and that VDSINA is not liable for any data loss in connection with its Services. You are solely responsible for creating backups of Your Content. If, during Our own routine maintenance, We do create a backup of Your Content which You later request Us to restore to Your account, We cannot guarantee that we will be able to do so, or that Your Content will be unharmed as a result of the initial data loss or the subsequent restore procedure. To that end, We highly recommend that You establish Your own routine backup procedure and that You periodically test restoring files from Your backup media to ensure that You are making viable backups.
14.2 Resource Usage. VDSINA reserves the right to suspend services or disable accounts:
14.2.1 if an account is excessively consuming system resources. VDSINA will notify you of the temporary suspension of any account that is found to be consuming excessive amounts of system resources, up to and including a reduction in overall system performance.
14.2.2 if one user registers multiple accounts for one individual (multi-accounting is prohibited)
14.3 Bandwidth usage. Your monthly bandwidth allowance is determined by the specific package for which You sign up. If Your account exceeds Your monthly allowance, we reserve the right to charge you overage fees.
14.4 Publicity. You grant us the non-exclusive, royalty-free, worldwide right and license to add your name, trademark and company logo (“Customer Marks”) to our customer lists, websites and marketing materials for the purpose of denoting your status as a customer and/or user. You can opt-out of this use by contacting us. Notwithstanding the foregoing, nothing herein will limit our ability to use such Company Marks as otherwise permitted under relevant law.
15. UPTIME GUARANTEE
We promise you certain availability for our Services, unfortunately, we sometimes have to interrupt them for maintenance.
16. NO WARRANTIES
You expressly agree that your use of the services is at your sole and exclusive risk. The services are provided on an "as is, with all faults" and "as available" basis. VDSINA 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, title and non-infringement. Other than as expressly set forth herein, VDSINA makes no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free; nor does VDSINA make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services or that defects in any software, hardware or the services will be corrected. Any statements made regarding such matters in promotional materials shall be considered advertising references, and not warranties. You understand and agree that any use you make of any material and/or data downloaded or otherwise obtained through the use of the services is at your own discretion and risk, and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
VDSINA has no control over the content of third-party services. Use of any third-party services will be at your own and sole risk and subject to the terms and conditions of a separate agreement between you and the third party.
VDSINA makes no warranty regarding any goods or services purchased or obtained through the services or any transactions entered into through the services.
No advice or information, whether oral or written, obtained by you from VDSINA or through the services shall create any warranty, whether by implication, estoppel or otherwise, including but not limited to any marketing or promotional materials describing the services on VDSINA 's website.
Unless otherwise agreed to in writing, VDSINA does not make a back-up of your site(s) as part of the services. Accordingly, we encourage you to make a back-up of your site(s) on a regular basis.
17. LIMITATION ON LIABILITY
You are solely responsible for content, the operation and security of your online properties and/or conduct of your business and all other matters under your control. In no event shall VDSINA be liable to you for any damages arising from or related to content, the operation or security of your web-site and/or business or failure to operate your web site and/or business.
This section applies to all claims by you or your end users irrespective of the cause of action underlying the claim, including, but not limited to, breach of contract, tort, including but not limited to negligence, strict liability, fraud, and/or misrepresentation.
Regardless of the type of claim or the nature of the cause of action, you agree that in no event will VDSINA, our affiliates, contractors, service providers, employees, agents, or licensors, or any other party involved in creating, producing or delivering the services, technology, or content available on the services ("affiliates"), be liable to you in any manner whatsoever: (a) for any decision made or action or non-action taken by you in reliance upon the information provided through the services; (b) for loss or inaccuracy of data, or cost of procurement of substitute goods, services or technology; (c) for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of revenues, loss of profits or loss of reputation, for business interruption or similar action, even if VDSINA has been advised of the possibility of such damages; or (d) for your use of any third-party services.
The total aggregate and maximum liability of VDSINA and the affiliates, arising from or otherwise relating to this agreement (regardless of the form of action or claim) is limited to any amounts you have paid to VDSINA during the six (6) months prior to the accrual of the cause or causes of action.
18. INDEMNIFICATION
You agree to defend, indemnify, and hold VDSINA and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach of Your covenants under these Terms; (b) Your use of the Services; (c) any defamatory, libelous or illegal material contained within User Content or Your information and data; (d) any claim or contention that Your Content, Your information and data, or Your use of any Third-Party Services infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; (e) any third party's access or use of User Content or Your information and data; (f) any violation of the applicable Policies (see Sections 10 and 11). In the event of a claim under this section, VDSINA shall be permitted to select legal counsel to provide a defense to such claim. VDSINA reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from You, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of VDSINA, which shall not be unreasonably withheld.
19. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please read this carefully if you are a resident of the United States of America. It affects your rights.
(a) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute (“Notice") describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and VDSINA may attempt to resolve the claim or dispute informally. If you and VDSINA do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.
(b) Waiver of Jury Trial. You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury.
(c) Waiver of Class or Consolidated Actions. All claims and disputes within the scope of these terms must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user
20. ELECTRONIC COMMUNICATIONS
The communications between you and VDSINA use electronic means, whether you visit the VDSINA Site, send VDSINA e-mails, or use the Services or whether VDSINA posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from VDSINA in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that VDSINA provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where VDSINA requires that you provide an e-mail address; you are responsible for providing VDSINA with your most current e-mail address. In the event that the last e-mail address you provided to VDSINA is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, VDSINA’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Evidence of successful transmission shall be retained. Each of the parties agrees to the following for all electronic communications: (i) The user identification of a sender, contained in an electronic communication, is legally sufficient to verify the sender's identity and the communication's authenticity; (ii) An electronic communication sent by You containing Your user identification establishes You as its originator and has the same effect as a document with Your written signature on it; and (iii) An electronic communication, or any computer printout of it, is valid proof of the validity of the original document of the electronic communication.
21. GENERAL
These Terms constitute the entire agreement between you and VDSINA regarding your use of our Services and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction. VDSINA is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties.
VDSINA shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay VDSINA 's performance.
