Terms and Conditions

 

 

VacationDealsUSA, LLC WEBSITES 

Last Modified: August 10, 2018

 

PLEASE READ THESE WEBSITE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING, USING, OR SIGNING UP FOR AN OFFER OR PROMOTION ON VACATIONDEALSUSA.NET, facebook.com/vacationdealsusa, and any other vacationdealsusa website (COLLECTIVELY, “VDU Websites”).  BY ACCESSING, USING, OR SIGNING UP OVER THIS WEBSITE OR ANY OTHER VDU WEBSITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS (“TERMS”).  THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (see Section 7) LIMITATION OF LIABILITIES (see Section 8), AND LIABILITY RELEASE (see Section 9).  THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.  PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS. 

 

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 10 OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 10 BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.

 

The Website and other VDU Websites are owned and operated by VacationDealsUSA, LLC, a Nevada corporation (“we”, “us” or “our” as appropriate).  VDU Websites promote discount offers of our own, as well as those provided by affiliates, advertisers and third party partners (collectively, “Partners”), that feature a wide variety of offers including but not limited to vacations, general merchandise, home services, sweepstakes, and products for seniors (“Offers” or “Promotions”).  When signing up for Offers or Promotions or otherwise accessing or using any VDU Website, you represent and agree to the following:

 

  1. You enter into a binding agreement with us and accept these Terms;

  2. You agree with any other terms, policies and regulations applicable to you and published on any of our VDU Websites;

  3. You are a resident of the US, and

  4. You are an individual at least 18 years old.

 

THIS IS A BINDING AGREEMENT.  THESE TERMS TOGETHER WITH OUR PRIVACY POLICY. FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND US.  THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THIS WEBSITE AND ANY OTHER VDU WEBSITE.  IF YOU DO NOT AGREE TO THE AGREEMENT, DO NOT ACCESS, USE, OR SIGN UP FOR OFFERS OR PROMOTIONS OVER THIS WEBSITE OR ANY VDU WEBSITE.  PLEASE NOTE THAT THE PARTNERS TO WHICH WE CONNECT YOU AND FROM WHOM YOU MAY MAKE A PURCHASE MAY HAVE SEPARATE TERMS THAT GOVERN YOUR PURCHASE OR USE OF ANY OF THEIR PRODUCTS OR SERVICES, AND YOU SHOULD REVIEW ANY SUCH TERMS CAREFULLY BEFORE MAKING A PURCHASE FROM OUR PARTNERS.    

 

We reserve the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to any of our VDU Websites.  It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at vacationdealsusa.net.  Use of this Website or any VDU Website after such changes constitutes acceptance of such changes.  Any new features or tools which are added to the current Website or any other VDU Website shall also be subject to the Terms.

 

TABLE OF CONTENTS:

 

  1. Use of the VDU Websites

  2. How the Offers and Promotions Work

  3. Limitations on Offers and Promotions

  4. Limited License to Use the VDU Websites; Prohibited Practices

  5. Telemarketing and Text Messages

  6. Privacy, Security, and Links

  7. DISCLAIMER OF WARRANTIES

  8. LIMITATION OF LIABILITIES

  9. LIABILITY RELEASE

  10. RESOLUTION OF DISPUTES BY BINDING AND FINAL ARBITRATION, WAIVER OF CLASS ACTION, AND OPPORTUNITY TO OPT OUT

  11. Choice of Law/Jurisdiction and Venue

  12. Indemnification

  13. Electronic Signature

  14. Your Additional Representations and Warranties

  15. Force Majeure

  16. Severability

  17. Termination

  18. Entire Agreement

  19. Changes to Terms

  20. Contact Information

 

 

1. Use of the VDU Websites.

 

You are invited to purchase or inquire about Offers or Promotions by submitting or registering your contact information as requested, and following the directions specified on the VDU Website promoting an Offer or Promotion.  As noted above, our Partners may have separate terms and conditions that govern your use of their websites or your purchases of their products or services.  Please review any terms provided by our Partners carefully before using their websites or purchasing their products or services.  All questions concerning any product or service purchased from one of our Partners should be directed to the Partner from which you purchased the product or service.  We have no liability for any act or omission of, or product or service offered by, any of our Partners.

 

2. How the Offers and Promotions Work.  

 

To participate in our Offers and/or Promotions, you must (a) be at least 18 years old and a U.S. resident; (b) submit your accurate name, contact (registration) and demographic information including your valid residential mailing and email addresses; (c) complete the survey questions; and (d) meet the applicable Promotion requirements specified in the Offers or Promotions.  We use third party services to verify your registration or enrollment information.  If your registration information is determined to be inaccurate, we reserve the right to rescind the Offer or Promotion.

 

3. Limitations on Offers and Promotions. 

 

Some Partners’ Offers or Promotions may be limited to one per household (persons living at the same residential address) per eligibility period, at the discretion of the Partner.  A household means a residence – where you live – and cannot be a Post Office box, a business address, or other non-residential address. 

 

Employees of VDU and its parent, subsidiaries, and affiliates, and its advertising, publisher, fulfillment, agents, and Partners, and their immediate families (including those living in the same households) may not be eligible to participate in an Offer or Promotion.  If we determine you are affiliated with VDU, we reserve the right to disqualify you from an Offer or Promotion. 

 

4. Limited License to Use the VDU Websites; Prohibited Practices.

 

Subject to your continued strict compliance with these Terms and the Agreement, we grant you a limited, revocable, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use our VDU Websites.  You agree that you will only use the VDU Websites and participate in the Offers and/or Promotions in accordance with these Terms and the Agreement. You may use the VDU Website only for lawful purposes.  We reserve the right to refuse service to anyone for any reason at any time.

 

You cannot complete Offers or Promotions using a bot or other automated means of signing up or otherwise tamper with our system or attempt to defraud us by using multiple email addresses or other means or otherwise “game” the program to circumvent the limitations described above or below.  You also cannot use a link to a VDU Website provided by another person or one obtained outside of our normal marketing channels such as a YouTube video or a gaming site, or reuse a link that you previously used to enroll in an Offer or Promotion.

 

Notwithstanding the foregoing license grant to use the VDU Websites, you shall not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any content or notices on any VDU Website.  You agree that we retain the sole and exclusive ownership of the content, design, code, “look and feel,” and all other information, material, and intellectual property forming or on the VDU Websites. 

 

The following practices (or any of them) engaged in by you or in collusion with you, in relation to any VDU Website and/or the Offers or Promotions constitute “Prohibited Practices”, are not permitted, and will constitute a material breach of these Terms and the Agreement, and shall include, without limitation:

 

a)     Using, or attempting to use, any VDU Website in any way that breaches any applicable state, federal, or international law or regulation,

b)    Using, or attempting to use, any VDU Website in a manner that does, or is intended to, cause emotional or physical harm to, discriminate against, or stalk or otherwise harass any other person,

c)     Seeking information about or harming minors in any way,

d)    Using, or attempting to use, any VDU Website to produce or distribute any actual or potentially infringing, unlawful, harmful, threatening, abusive, tortious, defamatory, vulgar, obscene, violent, hateful, offensive, racist, or otherwise objectionable information, material or content,

e)     Attempting to exploit loopholes in any VDU Website or exploiting a fault, loophole or error in any VDU Website,

f)     Using, or attempting to use, artificial intelligence, external programs, automated scripts, bots, or other automated means to access any VDU Website or sign up for Offers or Promotions by automated means, scraping or parsing our databases,

g)    Abusing our Offers or Promotions,

h)    Signing up for Offers or Promotions in bad faith and/or undertaking any fraudulent practice, in particular:

o   Providing incorrect or misleading information while registering,

o   Falsifying any information required to register,

o   Impersonating another person,

o   Using stolen, cloned, or otherwise unauthorized credit or debit card or other payment method, or

o   Any actual or attempted act by you which is reasonably deemed by us to be illegal in any applicable jurisdiction, made in bad faith, or intended to defraud us and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us any damage or harm or is actually illegal.

i)      Facilitating, or attempting to facilitate, any type of illegal money transfer, including money laundering,

j)      Undertaking, or attempting to undertake, any criminal activity,

k)    Using any means to obtain, collect, or access any information on any VDU Website or usernames, email addresses and/or other information of other users, for any purpose,

l)      Attacking any VDU Website via a denial-of-service or other attack,

m)   Attempting to tamper with, manipulate, influence, interfere with, damage, or disrupt any part of any VDU Website, any equipment or network on which any VDU Website is stored, any software used in the provision of any VDU Website or any security measure,

n)    Transmitting or making available any content that you do not have a right to make available under any law or contractual or fiduciary relationship, including without limitation, any content that infringes our or any third party’s copyright, trademark, or other intellectual property and/or proprietary rights, and/or

o)    Transmitting any data, or sending or uploading any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

 

We reserve the right, without prior notice and in our sole discretion, to decide whether your use of any VDU Website or Offer or Promotion violates these Terms or the Agreement for any of the above reasons or for any other reason.  If, in our sole determination, you are found to be directly or indirectly participating in any form of Prohibited Practices or other activities that we consider to constitute your misuse of any VDU Website or breach of the Agreement, we may take all such actions as we in our sole discretion deem appropriate or necessary under the circumstances, with or without notice to you or other involved parties, including without limitation:

 

  • Suspending and/or closing your registration and terminating the Agreement,

  • Terminating and blocking your access to the VDU Websites and Offers and Promotions, including blocking access to the VDU Website where evidence indicative of automated or robotic activity is found,

  • Reporting any criminal or suspicious activities to the appropriate authorities, and/or

  • Taking legal action against you.

 

You shall be liable for any and all claims, losses, liabilities, damages, costs and expenses (including any legal costs) incurred by us, which arise from your participation in any form of Prohibited Practices and/or any breach by you of these Terms or the Agreement, and you shall indemnify and hold us harmless on demand for such claims.  We will not be liable for any loss or damage which you may incur as a result of Prohibited Practices or your breach of these Terms or the Agreement.

 

5. Telemarketing and Text Messages. 

 

As you agreed when you registered on the VDU Website, by providing your telephone number and signing up for an Offer or Promotion, you provided “prior express written consent” within the meaning of the Telephone Consumer Protection Act (“TCPA”), and expressly consent to receive telemarketing telephone calls, including artificial voice calls, pre-recorded messages and/or calls delivered via automated technology, as well as text and SMS messages, from us and the Partners to the telephone number(s) that you provided on the form, as well as telemarketing e-mails from us and the Partners to the e-mail address you provided on the form.  You are not required to provide this consent to earn an incentive or purchase any of the other goods or services offered on the VDU Websites by our Partners.  Your consent simply allows you to be contacted via these means. If you provide consent, we and any of the SMS messages from their short codes or long codes using automated technology. Our short codes are 53294, 91982, 27367, 68766 and 411411, but these short codes may change at any time and without notice; we may acquire additional short codes.  Message frequency varies across specified Partners.  Message and data Partners may send you telemarketing rates may apply to any telemarketing calls or messages you receive from us or the Partners.  Simply text STOP to opt-out from future messages and HELP for help, or you may contact us directly here to opt out of receiving telemarketing messages.  Please note that, even if you opt out, you may still receive telephone calls and text messages about any products or services you purchased from any of our partners. 

 

By agreeing to these Terms, you are obligated to immediately inform us if the telephone number that you provided us changes.  If you: (a) have your telephone number reassigned to another person; (b) give up your telephone number; (c) port your cellular telephone number to a landline or vice versa; or (d) otherwise stop using that telephone number, you agree to promptly contact us here.       

 

To the extent that you believe you have a legal or equitable claim against us or the Partners under any telemarketing law, including, but not limited to, the TCPA, the mandatory and binding arbitration and class action and jury trial waiver provisions in Section 10 below shall apply. 

 

6. Privacy, Security and Links. 

 

Please review our Privacy Policy for more information concerning our collection and use of your information, the security of your information, and how to have your information deleted from our database.  For a timely response to any inquiry regarding your Offer and Promotion submissions or qualifications, please submit your question here. The VDU Websites may contain links to other sites or services.  We are not responsible for the privacy practices, the content, or the security of such third-party sites.  We encourage you to review any terms and privacy policies of any third-party sites prior to accessing or using them.

 

7. Disclaimer of Warranties. 

 

EXCEPT WHERE UNENFORCEABLE OR INAPPLICABLE, INCLUDING THE STATE OF NEW JERSEY:

 

The VDU Websites, Offers, Promotions, Incentives, and any Partners’ products and/or services that you may receive from us, one of our Partners, or other third-party partners (collectively “activity and content relating to the VDU Websites”) is subject to change and is provided to you "as is" without any warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and/or noninfringement.  We make no warranty, and expressly disclaim, that the activity and content relating to the VDU Websites will (i) meet your requirements; (ii) be uninterrupted, timely, secure or error-free; or (iii) be accurate or reliable.  We assume no responsibility for any damage to your computer system or loss of data that may have resulted from material downloaded or otherwise obtained through activity relating to any VDU Website.  We assume no, and expressly disclaim all responsibility for the deletion of, or failure to store, email messages and any other personalization settings in relation to activity and content relating to the VDU Websites.  No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms.  WE EXPRESSLY DISCLAIM ANY ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY PRODUCT OR SERVICE PURCHASED FROM ANY OF OUR PARTNERS.  Please note that some jurisdictions, such as new jersey, may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.  We do not represent that your use of any content will not infringe the rights of any third parties. 

 

8. Limitation of LiabilitIES.

 

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, INCLUDING THE STATE OF NEW JERSEY, AND To the maximum extent allowed by applicable law, we SHAll not be liable for any indirect, incidental, special or consequential damages arising out of or relating to the Terms, the VDU Websites, Offers, PromotionS, or an Incentive, no matter how caused.  In no event SHAll our total cumulative liability to any WEBSITE user exceed an amount equal to the lesser of (i) the value of the Incentive for which the USER has registered, or (ii) $1,000, or (iii) THE actual dollar amount THE USER spent on a VDU Website Offer or a Partner Offer, WHICHEVER IS GREATER.

 

IN NO EVENT SHALL WE BE LIABLE FOR ANY ACT OR OMISSION BY ANY PARTNER, OR ANY PRODUCT OR SERVICE OFFERED OR SOLD BY ANY PARTNER. 

 

This limitation of liability may be unenforceable and inapplicable in certain states. Consumers in those states have additional rights.  IN THE EVENT THAT THE DISCLAIMERS OF WARRANTIES AND EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE HELD NOT TO APPLY TO YOU, THEN THE PROVISION ON SEVERABILITY IN SECTION 16 BELOW SHALL APPLY TO YOU.

  

 

9. Liability Release.  

By accessing one of the VDU Websites or participating in any of our Offers OR PROMOTIONS, you release us, our Partners, and our respective parents, subsidiaries, and other affiliated companies, and the directors, shareholders, officers, employees, or agencies of any of the above organizations, frOM any and all liability for any injury, death, loss, tax liability, AND/or damage of any kind arising from your participation in an Offer or Promotion, or resulting from acceptance, possession, use, or misuse of any Partner Offer, PROMOTION, or Incentive.

 

This liability release may be unenforceable and inapplicable in certain states. Consumers in those states have additional rights.  IN THE EVENT THAT any portion of this liability release is HELD NOT TO APPLY TO YOU, THEN THE PROVISION ON SEVERABILITY IN SECTION 16 BELOW SHALL APPLY TO YOU.

 

10. Resolution of disputes BY BINDING AND FINAL ARBITRATION, WAIVER OF CLASS ACTION, AND OPPORTUNITY TO OPT OUT.  

 

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS.  EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION.  YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.  THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

 

YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

 

YOU AND WE AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL, BINDING,        AND CONFIDENTIAL ARBITRATION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (i) ANY ASPECT OF THE RELATIONSHIP BETWEEN US; (ii) THESE TERMS OR THE AGREEMENT; (iii) THE PRIVACY POLICY; (iv) ANY TELEMARKETING OR OTHER CALL OR MESSAGE (INCLUDING BUT NOT LIMITED TO SMS MESSAGES) YOU CLAIM TO HAVE RECEIVED FROM US OR ONE OF OUR PARTNERS; (v) ANY E-MAIL YOU CLAIM TO HAVE RECEIVED FROM US OR ONE OF OUR PARTNERS; (vi) YOUR USE OR ATTEMPTED USE OF ANY VDU WEBSITE; OR (vii) ANY OFFERS OR PROMOTIONS.  THIS SECTION APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, UNFAIR COMPETITION, MISREPRESENTATION OR ANY OTHER LEGAL THEORY.

  

If you have a dispute concerning any aspect of these Terms or the Agreement, any VDU Website, your signing up for, or participation in, an Offer or Promotion,  your entitlement to an incentive, or your receipt of any telemarketing or other call or SMS/text message you claim to have received from us or a Partner, you must first contact customer support on the VDU Website or complete a customer support ticket and attempt to resolve the dispute with us in good faith.  Please note that while we will try to resolve any claim that you have related to a call, message, or e-mail allegedly received from one of the Partners, we are not liable for any such calls, messages, or e-mails.  Your claim for any such calls, messages, or e-mails may not be brought against us.

 

We will attempt to resolve the matter to your satisfaction within thirty (30) days of our receipt of a customer support ticket.  We may choose to provide you with a final written settlement offer during this process.  If we provide you with a final written settlement offer and you don't accept it, or we can't otherwise satisfactorily resolve your dispute, you must submit your dispute for resolution by arbitration before the American Arbitration Association ("AAA") by filing a separate Demand for Arbitration online by following the instructions at https://apps.adr.org/webfile/. If the claim is against us, you will need our mailing address to file online.  To obtain our mailing address, contact us by clicking here.  

 

The Federal Arbitration Act applies to this Section. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, as modified by these Terms and the Agreement, both of which are available at http://www.adr.org. The arbitrator is bound by these Terms and the Agreement.  This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.

 

The AAA will administer the arbitration. It may be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.  The arbitrator shall follow the substantive laws of the State of Florida, excluding its conflict of law provisions unless we agree that the substantive law of the State in which you reside may be followed and applied.  Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision.  The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable.  The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or us.  The arbitrator may award any form of individual or equitable relief, including injunctive relief.

 

For your convenience, we will pay all of the filing costs for the arbitration, including the fees charged by the arbitrator unless the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measure by the standards set forth in Federal Rule of Civil Procedure 11(b)).  The parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

 

 

YOU AND WE AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA’S PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM.

 

You have THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN thirty (30) days from the date that you USE, OR ATTEMPT TO USE ANY VDu WEBSITE, SIGN UP FOR AN OFFER, OR PARTICIPATE IN A PROMOTION (WHICHEVER COMES FIRST) BY WRITING TO US at dc@vacationdealsusa.net. If more than thirty (30) days have passed, you are not eligible to opt out of THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

To the extent we believe you have infringed or about to infringe any of our intellectual property rights, or otherwise take action against any VDU Website that may harm or impair said Website, we shall be permitted to seek immediate temporary and preliminary injunctive relief against you in state or federal court in the State of Florida in accordance with Section 11 below.  Such right to seek immediate injunctive relief shall be in addition to any other rights we have against you, including the right to seek monetary damages and other relief.

 

Limited Small Claims Court Exception.  You may choose to pursue your dispute or claim in small claims court rather than by arbitration if your dispute or claim qualifies for small claims court for the entirety of the proceeding.  Such a claim or dispute may be brought in a location where jurisdiction and venue over you and VDU is proper.  However, any such small claims court claim shall be brought and maintained only as an individual action, and shall not be joined or consolidated with any class or other representative action.  Any attempt to maintain a small claims court action as a non-individual action shall result in the immediate dismissal of the action, and you shall be liable to pay our reasonable attorney’s fees and costs in connection with securing the dismissal of any such action.

 

11.      Choice of Law/Jurisdiction and Venue.  

 

You agree that these Terms and the Agreement shall be deemed to have been made and executed in the State of Florida, USA, and any dispute arising hereunder shall be resolved in accordance with the laws of the State of Florida excluding the law of conflicts.  Any cause of action excluded from Section 10 above shall be commenced and maintained exclusively in any state or federal court located in the State of Florida having subject matter jurisdiction with respect to the dispute between the parties.  You hereby consent to the exclusive personal jurisdiction and venue of such courts and expressly waive any challenge to said court’s personal jurisdiction or venue. In any dispute filed in such courts, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses.

 

12. Indemnification. 

 

You agree to indemnify and hold us, our parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents and/or other Partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees, costs and settlement costs), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (i) your use of any VDU Website, any service provided by us, user generated content (“UGC”) or other content; (ii) your breach of these Terms; (iii) your breach of any representation or warranty provided by you; (iv) your violation of any rights including, but not limited to, any intellectual property right; or (v) any deceptive, threatening, libelous, obscene, harassing or offensive material contained in any of your email communications or other submissions to an VDU Website.

 

13. Electronic Signature.

 

All information communicated on any VDU Website is considered an electronic communication.  When you communicate with us through or on any VDU Website or via other forms of electronic media, such as e-mail, you are communicating with us electronically.  You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

 

You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “I ACCEPT”, “I AGREE”, or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract.  You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the Agreement.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH ANY VDU WEBSITE.  Furthermore, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

 

14.      Your Additional Representations and Warranties.


You hereby further represent and warrant that you are age eighteen (18) or older, that you have read these Terms and thoroughly understand them, that any Offers or Promotions in which you participate will be for your personal, non-commercial use, and that you will not re-sell, re-distribute or export any Offer or Promotions, or product or service that you order from any Partner. You further represent that we have the right to rely upon all information provided by you, and we may contact you by email, telephone or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) customer satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, at or through any VDU Website.

 

15.      Force Majeure

 

We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; 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 our performance.

 

16.      Severability.

 

If any provision of these Terms or the Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms or the Agreement, which shall remain in full force and effect.

 

17.      Termination.

 

The Agreement will take effect (or shall re-take effect) at the time you click “SUBMIT”, “I ACCEPT”, “I AGREE”, or similar links or buttons, otherwise submit information through any VDU Website, respond to a request for information, complete a registration for an Offer or Promotion, select a method of payment, enter in payment method information, and/or begin installing, accessing, or using any VDU Website, whichever is earliest. 

 

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use any of our VDU Websites, or when you cease using any of our VDU Website.

 
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate the Agreement at any time without notice and you will remain liable for all amounts due, if any, up to and including the date of termination; and/or accordingly may deny you access to any of our VDU Websites (or any part thereof).

 

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement and/or your account or relationship with us for all purposes, including Sections 4, 5, 7 through 12, 14, and 16, as well as any representations, warranties, and other obligations made or undertaken by you. 

18.      Entire Agreement.


These Terms, the Agreement, and any policies or operating rules posted on any VDU Website or in respect to any VDU Website constitutes the entire agreement and understanding between you and us and govern your use of the VDU Websites and your signing up for any Offer or Promotion, and supersedes and replaces any prior or contemporaneous agreements, representations, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).  Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

 

19.      Changes to Terms

 

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms or the Agreement by posting updates and changes to the VDU Websites. It is your responsibility to check our VDU Websites periodically for changes. Your continued use of or access to our VDU Websites following the posting of any changes to these Terms constitutes acceptance of those changes.  Unless accepted by us in writing, these Terms may not be amended by you.

 

20.      Contact Information

 

We welcome any questions your may have about these Terms.  Please send any such questions to us here.