23. GENERAL PROVISIONS
23.1. Jurisdiction, Venue, and Choice of Law. This Agreement and all matters arising
or otherwise relating to this Agreement shall be governed by the laws of the State of
excluding its conflict of law provisions. The parties hereby submit to the personal
the state and federal courts of Orange County, Florida in the event litigation permitted
Agreement is initiated. Exclusive venue for any litigation permitted under this Agreement
with the state and federal courts located in Orange County, Florida.
The parties agree that this choice of venue, jurisdiction, and forum as set out in the
parts of this Agreement is mandatory and not permissive in nature, thereby precluding any
possibility of litigation between the parties with respect to, or arising out of, this
jurisdiction other than that specified in this Section.
All parties hereby waive any right to assert the doctrine of forum non-conveniens or
doctrines, or to object to venue with respect to any proceeding brought in accordance with
paragraph or with respect to any dispute under this Agreement whatsoever.
Each party hereby authorizes and accepts service of process sufficient for personal
any action against it, as contemplated by this paragraph by registered or certified mail,
Express, proof of delivery or return receipt requested, to the parties address for the
notices as set forth in this Agreement.
23.2. Arbitration. If there is a dispute between the parties arising out of or
relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to
resolve the dispute. If the parties are unable to resolve the dispute through direct
then, except as otherwise provided herein, either party shall submit the issue to binding
arbitration in accordance with the then-existing Commercial Arbitration Rules of the
Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and
claims of all kinds, and all claims based on any federal, state or local law, statute, or
regulation, excepting only claims under applicable worker's compensation law, unemployment
insurance claims, intellectual property claims, actions for injunctions, attachment,
and other equitable relief. The arbitration shall be conducted in Orange County, Florida and
conducted by a single arbitrator, knowledgeable in Internet and e-Commerce. Except as
below, the party bringing the action shall be responsible for paying all costs for
including the arbitrator's fees. Each party shall bear its own attorneys' fees (except if
matter is for the collection of a debt owed, the prevailing party shall be awarded its
fees, all arbitration costs and arbitrator fees, in addition to all other applicable
arbitrator shall have no authority to award any punitive or exemplary damages; certify a
action; add any parties; vary or ignore the provisions of this Agreement, and shall be bound
governing and applicable law. The arbitrator shall be willing to execute an oath of
arbitrator shall render a written opinion setting forth all material facts and the basis of
her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE
HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
23.3. Assignment. The rights and liabilities of the parties hereto will bind and
the benefit of their respective assignees, successors, executors, and administrators, as the
may be. Neither this Agreement nor any rights granted hereunder may be sold, leased,
otherwise transferred, in whole or in part by You.
23.4. Severability. If for any reason a court of competent jurisdiction or arbitrator
any provision of this Agreement, or any portion thereof, to be unenforceable, that provision
be enforced to the maximum extent permissible and the remainder of this Agreement will
full force and effect.
23.5. No Waiver. Failure by either party to enforce any provision of this Agreement
be deemed a waiver of future enforcement of that or any other provision, and no waiver of
breach will constitute a waiver of subsequent breaches of the same or of a different nature.
23.6. Complete Agreement. This Agreement (including all other policies incorporated
constitutes the entire agreement between the parties with respect to the Services, and
and replaces all prior or contemporaneous understandings or agreements, written or oral,
such subject matter. No amendment to or modification of this Agreement will be binding
writing and signed by a duly authorized representative of both parties.
23.7. Relationship Between the Parties. Vultr is an independent contractor; nothing
Agreement shall be construed to create a partnership, joint venture or agency relationship
23.8. Non-Solicitation. Beginning upon commencement of the Services to You and
for a period of two (2) years after the termination of this Agreement or after any other
cancellation or termination of Your account or Services with Us, You agree not to directly
indirectly, solicit, hire, contract, or otherwise employ any Vultr employee who was an
during the term of this Agreement (including the Initial Term and any successive terms), to
for You or any other firm, person or business, of whatever character, corporate or
23.9. Headings. Section and subsection headings of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to affect the
23.10. Force Majeure. Vultr shall not be responsible for any failure to perform due
unforeseen circumstances or to causes beyond its reasonable control, including but not
acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire,
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
computer, server or software for so long as such event continues to delay Vultr's
23.11. Export. You understand and acknowledge that the software elements of the Host
Materials may be subject to regulation by agencies of the U.S. Government, including the
Department of Commerce, which prohibits export or diversion of software to certain countries
third parties. You will not assist or participate in any such diversion or other violation
applicable U.S. laws and regulations. You warrant that You will not license or otherwise
anyone not approved to receive controlled commodities under applicable U.S. laws and
and that You will abide by such laws and regulations.
23.12. Complaints – California Residents: The Complaint Assistance Unit of the
Consumer Services of the Department of Consumer Affairs may be contacted at: http://www.dca.ca.gov/online_services/complaints/consumer_complaint.shtml.
23.13. Government Rights. The software elements of the Host Materials have been
private expense and are "commercial computer software" or "restricted computer software"
meaning of the FARs, the DFARs, and any other similar regulations relating to government
acquisition of computer software. Nothing contained herein will be deemed to: (i) grant any
government agency any license or other rights greater than are mandated by statute or
for commercial computer software developed entirely at private expense, or (ii) restrict any
government rights in any extensions or custom solutions provided hereunder and developed at
23.14. Notices Electronic Communications. All notices permitted or required under
Agreement may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail
fax number, or address most recently provided by You and will be effective upon
Evidence of successful transmission shall be retained. Each of the parties may communicate
other by electronic means as described in this Agreement. Each of the parties agrees to the
following for all electronic communications: (i) The user identification of a sender,
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
identification establishes You as its originator and has the same effect as a document with
written signature on it; and (iii) An electronic communication, or any computer printout of
valid proof of the validity of the original document of the electronic communication.