Introduction
VSF Holdings Ltd, REA Group Ltd, any entity with the DBA “VSF Rentals” or “Real Estate Alpha” and all subsidiaries or related or affiliated entities of VSF Holdings Ltd (collectively, “Company”, “us”, or “our") respects the privacy concerns of our customers and all users of our websites, applications, social media, content, and all other products and services (collectively, the “Services”). We are committed to protecting and respecting your privacy. This Privacy Policy (the “Privacy Policy”) and any other documents referred to in it sets forth the basis on which any personal data we collect from you, or that you provide to us, in connection with the Services will be processed by us. We are providing this Privacy Policy so that you can better understand how we collect, use, and share information that is gathered using our Services. We may change provisions of this Policy from time to time and will indicate when changes have been made by revising the date at the top of this Policy. We encourage you to review the Policy whenever you access the Services to make sure that you understand our practices. If we make material changes to this Policy, we will provide you with additional notice. It’s important that you read the following carefully to understand our practices. Please also review the Terms of Service Agreement at https://realestatealpha.io/terms. If you have any questions or unresolved privacy concerns, please contact us at www.realestatealpha.io/contact-us or send us an email at justin@realestatealpha.io
Disclaimer
This information is confidential in nature, and should not be reproduced in whole or in part without the express written permission of Real Estate Alpha. All information (especially financial information, return, etc.) can be subjective in nature and also subject to change due to reasons including but not limited to loan terms, new discovery, occupancy, capital investment, market conditions, owner decisions, and numerous other factors involved including but not limited to the property management, and therefore Real Estate Alpha cannot guarantee these returns or any other returns. *NOTE: We can only accept capital contributions from Accredited Investors except for our 506(b) fund. What is an accredited investor? Click Here. In short, they have earned upward of $200k (or more than $300k if joint filing) for each of the last 2 consecutive years & expect to earn the same in the current year; or possess a net worth of more than $1 million (either individually or in partnership with spouse), not including the value of their primary residence.
Data Protection Across the Globe
Data protection laws vary among countries, with some providing more protection than others. Regardless of where your information is processed, we apply common protections described in this policy. These protections align with well-known standards such as ISO 27001:2017 and others.
Information Collection & Use
Information that you provide to us: We may collect information that you provide when using our Services, such as when you:
The types of personal information that you provide or may be collected may include but is not limited to your device ID, name, email address, telephone number, mailing address, credit card information, location, device type, log data, browser or network connection type, operating system, and other contact or identifying information that you choose to provide. We store, process, and maintain files and content that you create and/or upload using our Services, as well as other data related to your account in order to provide the Services to you. We do not store your credit card information on our servers but rather use secure 3rd parties like Stripe, Paypal or Apple integrations to process secure payments. We only ask for credit card information to complete and satisfy our rights and obligations with regard to such transaction, billing arrangement, and/or as otherwise authorized by you, and in that case we use Stripe, Apple, or Paypal as our secured payment partners. Information about use of our Services: Our app, providers or cloud servers automatically collect usage information about your use of the Services, including the webpages visited, number of log-ins, data displayed or clicked on, actions taken, your language preference, device id, and other login information. We may collect automated error reports in the case of software malfunctions, which may contain some or all of the information in your account and content and may be reviewed to help resolve problems with the Services. If you participate in a livecast or video conference with us, we may record the session and retain the recordings, and you should assume we are since our interactions are part of the Services. We own any content that you appear in and may feature, sell or create content from it. If you participate in a training or product course, we collect user information and completion data. We collect information from the device and application you use to access our Services. Device data mainly means your IP address, operating system version, device type, device ID/MAC address, system and performance information, and browser type. If you are on a mobile device we also collect the UUID for that device. We use a variety of technologies to collect this information, such as first party and third party cookies and tracking services that employ cookies and page tags (also known as web beacons). This data includes usage and user statistics. Emails sent by VSF or by users through our Services also include page tags that allow the sender to collect information about who opened those emails and clicked on links in them. We provide more information on cookies below.
Link to privacy policy of third party service providers used by the app may include:
We also use Facebook and other providers to place “pixels” on many of our sites or apps so that we can understand your digital behavior and potentially later target you with related advertising. We also use Google Analytics to understand how long you might spend on our Sites or how you interact with our Services. If you ever choose to opt-out of targeted advertising with us, then please contact us at justin@realestatealpha.io so that we can potentially remove your email, data or profile from any advertising we may use. Like most websites today, our web servers keep log files that record data each time a device accesses those servers. The log files contain data about the nature of each access, including originating IP addresses, internet service providers, the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system versions, device type and timestamps. If you arrive at VSF from an external source (such as a link on another website or in an email), we record information about the source that referred you to us.
Information from third parties and integration partners: We may obtain personal information from third parties and combine such information with the information that we collect through our Services and such information may be used for the purposes described in the “How We Use the Information We Collect” section below. For example:
How We Use the Information We Collect
Use of Information: We may use the personal information collected through our Services to:
Information we may share: We will never “sell” your personal information (as that term is defined in the California Consumer Privacy Act). However, we may share your personal information with third parties as follows:
Whenever in the course of sharing information, we transfer personal information to countries within the European Economic Area or other regions with comprehensive data protection laws, we will ensure that the information is transferred in accordance with this Privacy Policy and as permitted by the applicable laws on data protection.
Advertising and analytics services provider by others: We may allow others to provide analytics services and display advertisements for our Services. These providers (for example, Google Analytics) may use cookies, web beacons, device identifiers, and other tracking technologies that collect information about your use of our Services. This information may be used by us and others to determine the popularity of our Services, deliver advertising and content targeted to your interests in the Services, and on other websites, apps, and other services, and to better understand your online activity. You can find out more about this practice or opt out of your web browsing activity for interest-based advertising purposes by visiting https://aboutads.info/choices. You can opt out of Google Analytics by visiting https://tools.google.com/dlpage/gaoptout
Social Media and Public Forums: VSF Services may include publicly accessible blogs, chats, comments, community forums, or private messaging features. Our Services may also contain links and interactive features with various social media platforms (e.g., Facebook, Instagram, YouTube, Twitter and the like, including widgets and connections to social media platforms). If you already use these platforms, their cookies may be set on your device when using our Site or other Services. You should be aware that Personal Information which you voluntarily include and transmit online in a publicly accessible blog, chat room, social media platform or otherwise online, or that you share in an open forum through any of our Services may be viewed and used by others without any restrictions or notifications or compensation to you. We are unable to control such uses of your information when interacting with a social media platform, and by using such services you assume the risk that the Personal Information provided by you may be viewed and used by third parties for any number of purposes. Always use social media with an understanding your data may be seen, replicated, shared and distributed for the world to see.
Where We Store Your Personal Data
Data Storage: All data that you provide to use through our Services is transferred orstored on the cloud through servers we pay for from popular providers. Any paymenttransactions will be encrypted using SSL technology; all payment data is stored by ourpayment processors and is never stored on our servers. Where we have given you (orwhere you have chosen) a password that enables you to access your account and theServices, you are responsible for keeping this password confidential. We recommendthat you not share your password and that you change it frequently.
Social Media and Public Forums: VSF Services may include publicly accessible blogs, chats, comments, community forums, or private messaging features. Our Services may also contain links and interactive features with various social media platforms (e.g., Facebook, Instagram, YouTube, Twitter and the like, including widgets and connections to social media platforms). If you already use these platforms, their cookies may be set on your device when using our Site or other Services. You should be aware that Personal Information which you voluntarily include and transmit online in a publicly accessible blog, chat room, social media platform or otherwise online, or that you share in an open forum through any of our Services may be viewed and used by others without any restrictions or notifications or compensation to you. We are unable to control such uses of your information when interacting with a social media platform, and by using such services you assume the risk that the Personal Information provided by you may be viewed and used by third parties for any number of purposes. Always use social media with an understanding your data may be seen, replicated, shared and distributed for the world to see.
Data Security: VSF takes reasonable measures to protect your personal information and your content from loss, misuse, and unauthorized access, disclosure, modification, and destruction and to ensure that your content remains protected and available to you. Unfortunately, the transmission of data via the internet is not completely secure and although we do our best to protect your personal data, we cannot guarantee the security of your data transmitted through the Services or any device. All use and transmissions are at your own risk. You alone are responsible for your account and data shared with others, so to protect your user account, we encourage you to:
Please remember that if other people have access to your account, then they can access your personal data and app controls and that it may impact your personalized recommendations and be included in your data.
Data Retention: VSF stores the information we collect for as long as necessary for the purpose for which it was originally collected and in compliance with our legal obligations. The retention periods applied by VSF comply with applicable legislation then in effect, namely:
Third Parties
Third-parties who provide and/or publish content via our Services shall be deemed the data controllers for any personal data contained in the content uploaded by any such party to the Services (“Third-Party Content”) and any other personal data processed in relation to such Third-Party Content. This Privacy Policy only concerns the processing for which VSF is the data controller. If you have any questions regarding personal data contained in Third-Party Content, please contact the third-party provider responsible for such Third Party Content. Third Parties that Help Provide the Messaging Service: VSF Holdings Ltd, REA Group Ltd, any entity with the DBA “VSF Rentals” or “Real Estate Alpha” may disclose Personal Data and other information as follows:
Children Age 13 and Under
VSF’s Services is not marketed to or directed at children under the age of 13 and we do not knowingly collect personal information from children. We recognize the special obligation to protect personally identifiable information obtained from children and we may seek to identify or remove accounts or information from children under the age of 13. VSF encourages parents to go online with their kids. Here are a few tips to help make a child’s online experience safer:
How We Use “Cookies” and Other Tracking Technologies
We use cookies, which are pieces of information that a website transfers to an individual’s computer hard drive for record keeping purposes, and similar tracking technologies on our website and when providing our Services. Cookies make using our website easier by, among other things, saving your passwords and preferences for you. These cookies are restricted for use only on our website, and do not transfer any personal information to any other party. You have a choice about the placement of cookies on our website. You can use your web browser to directly block all cookies, or just third-party cookies, through your browser settings. Using your browser settings to block all cookies, including strictly necessary ones, may interfere with proper site operation. Guidance on how to control cookies in popular browsers is contained here:
We also partner with third-party ad networks to either display advertising on our website or to manage our advertising on other websites. Our ad network partners use cookies, pixels, and other ad-targeting technologies to collect information about your activities on our website to provide you with targeted advertising based upon your interests. Instructions for opting out of interest-based advertising is set forth in this policy, but you can opt-out of interest-based advertising using the Network Advertising Initiative’s opt-out tool.
Your Choices and Rights
You have several options with respect to your personal information, as follows:
Malware/Spyware/Viruses
We do not knowingly permit the use of malware, spyware, viruses, and/or other similar types of software. Links to External Sites Our Services may, from time to time, contain links to and from third party websites, such as partners, affiliates, and advertisers. If you follow a link to any external website, it will have its own privacy policy and we are not responsible for the content or practices of such third party websites or their policies. We are also not responsible for any information that you might share with such linked websites. You should refer to each website’s respective privacy policy and practices before you submit any personal information.
Data Posted in App or on Forums
VSF users may have the ability to post content to one or more VSF forums, such as chat rooms, community sites, group calls or video, comments in apps or sites, and online bulletin boards. You should be aware that when you voluntarily disclose personal information in any forum, that information can be collected and used by others and may result in unsolicited messages from other people. You are responsible for the personal information you choose to submit in these instances, as it is public and can be used by others including VSF at our discretion. Please take care when using these features. You may request and obtain removal of such posted content by contacting us at justin@realestatealpha.io and specifically identifying the content to be removed. Please be advised that any such removal does not ensure complete or comprehensive removal of all traces of the content posted on the VSF forums.
Transfer of Information Across National Borders:
For users located outside the jurisdiction of the United States, VSF operates and processes data in the United States. Information we collect from you will be processed in the United States, and by using this website you acknowledge and consent to the processing of your data in the United States. The United States has not received a finding of “adequacy” from the European Union under Article 41 of the GDPR. We collect and transfer to the U.S. personal data only with your consent; to perform a contract with you; or to fulfill a compelling legitimate interest of ours in a manner that does not outweigh your rights and freedoms. When we transfer your personal information to other countries, we will protect that data as described in this Policy or in our agreement with you and take steps, where necessary, to ensure that international transfers comply with applicable laws.
Your California Privacy Rights
Please review the “California Supplemental Privacy Notice” which is incorporated as part of this Policy for California residents only.
Do Not Track Disclosure
Regulatory agencies such as the U.S. Federal Trade Commission have promoted theconcept of Do Not Track as a mechanism to permit Internet users to control onlinetracking activity across websites through their browser settings. Since no industrystandard has been adopted, we currently do not process or comply with any webbrowser’s “do-not-track” signal or other similar mechanism that indicates a request todisable online tracking of individual users who visit the VSF website or use our Services.
Changes to Our Privacy Policy
We may update this Privacy Policy to reflect changes to our data practices. If we makeany material changes we will notify you by email (sent to the email address specified inyour account) or by means of a notice on our website or in the Services prior tobecoming effective. We encourage you to periodically review this page for the latestdata on our privacy practices.
Contact Information for Complaints or Concerns
We welcome your questions, comments, and requests regarding our Privacy Policy andthey should be addressed to justin@realestatealpha.io. In the alternative you may reachVSF customer support at (937) 729-3788. Our physical address is VSF Holdings Ltd,1268 East Ash Street, Suite 108, Piqua, OH 45356. Attn: Data Protection Officer
Your Acceptance of These Terms
By using our website or Services, you accept the policies and restrictions set forth in this Privacy Policy.
General Terms and Conditions of Sale (if applicable):
*If a sale of product and/or service, this section applies.
1. General. These General Terms and Conditions of Sale (these “Terms”) are the only terms which govern the sale of goods and/or services (“Goods”) by VSF Holdings Ltd, REA Group Ltd, any entity with the DBA “VSF Rentals” or “Real Estate Alpha”, or any of its subsidiaries or affiliates (“VSF”) to the user of this site including but not limited to any guest, investor, buyer, agent, broker, or similarly situated person or entity that is accessing this site (“User”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying quotation, confirmation of sale, acknowledgement, or credit application (the “Sales Confirmation”) and together with these Terms (collectively, the “Agreement”), comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. VSF’s acceptance of any purchase order from User is expressly conditioned on User’s assent to this Agreement. If the Sales Confirmation is a credit application, the Sales Confirmation also includes the transaction specific terms of the quotation, confirmation of sale, or acknowledgment. No terms or conditions set forth in any future correspondence between User and VSF shall alter or supplement this Agreement unless in writing signed by an authorized representative of each party. These Terms prevail over any of User’s general terms and conditions of purchase regardless of whether or when User has submitted its purchase order or such terms. Fulfillment of User’s order does not constitute acceptance of any of User’s additional or different terms and conditions and does not serve to modify or amend these Terms. Notwithstanding the other Terms, the Agreement is only binding on the VSF specifically identified on the Sales Confirmation, and User shall hold harmless VSF and any other entity not specifically identified on the Sales Confirmation.
2. Delivery, Shipping and Risk of Loss. All shipments are F.O.B. the VSF’s manufacturing or distribution facility (the “Facility”) unless otherwise agreed to in writing by the parties. The Goods will be delivered within a reasonable time after the receipt of User’s purchase order, subject to availability of finished Goods. VSF shall not be liable for any delays, loss or damage in transit. All risk of loss to all Goods provided under the Agreement shall pass to User when the Goods are delivered to the carrier at VSF’s Facility or otherwise leave the care, custody and control of VSF; provided, however, that, in the event the Goods subsequently are properly rejected by User for any reason, risk of loss and title shall be divested from User and shall revert immediately to VSF upon User’s placement of such properly rejected Goods with a common carrier for return to VSF.If VSF has separately agreed to arrange for transport of the Goods, VSF shall deliver the Goods to User at the location identified by User (the “Delivery Point”) using VSF’s standard methods for packaging and shipping such Goods. User shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. VSF may, in its sole discretion, without liability or penalty, make partial shipments of Goods to User. Each shipment will constitute a separate sale, and User shall pay for the Goods shipped whether such shipment is in whole or partial fulfillment of User’s purchase order. If for any reason User fails to accept delivery of any of the Goods within three (3) days after VSF’s notice that the Goods have been delivered at its Facility or the Delivery Point, or if VSF is unable to deliver Goods at the Delivery Point within such time because User has not provided appropriate instructions, documents, licenses or authorizations: (i) the Goods shall be deemed to have been delivered; and (i) VSF, at its option, may store the Goods until User picks them up, and User shall be liable for all related costs and expenses (including, without limitation, storage and insurance)
3. Non-delivery. The quantity of any installment of Goods as recorded by VSF on dispatch from VSF’s place of business is conclusive evidence of the quantity received by User on delivery unless User can provide conclusive evidence proving the contrary. The VSF shall not be liable for any non-delivery of Goods unless User gives written notice to VSF of the non-delivery within seven (7) days of the date when the Goods would in the ordinary course of events have been received. Any liability of VSF for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered, and User shall not have the right to reject the installment.
4. Inspection and Rejection of Nonconforming Goods. User shall inspect the Goods within seven (7) days of receipt (“Inspection Period”). User will be deemed to have accepted the Goods unless it notifies VSF in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by VSF. “Nonconforming Goods” means only the following: (i) Goods shipped are different than identified in this Agreement; (ii) Goods’ label or packaging incorrectly identifies its contents; or (iii) Goods not in accordance with Section 9 of these Terms. If User timely notifies VSF of any Nonconforming Goods, VSF shall, at its election, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by User in connection therewith. User shall ship, at its expense and risk of loss, the Nonconforming Goods to VSF’s Facility identified by VSF. If VSF exercises its option to replace Nonconforming Goods, VSF shall, after receiving User’s shipment of Nonconforming Goods, ship to User, at User’s expense and risk of loss, the replaced Goods to the Delivery Point. User acknowledges and agrees that the remedies set forth in this Section 4 are User’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 5, all sales of Goods to User are made on a one-way basis and User has no right to return Goods purchased under this Agreement to VSF
5. Return of Goods. Subject to Section 4, Goods may not be returned to VSF without first obtaining written authorization from VSF, which authorization is at VSF’s discretion. A request for return must be filed with VSF and shall include purchase order number, approximate date shipped, and any other identifying numbers requested by VSF. Each request for return of Goods should state the type and quantity of Goods, the part numbers and the reasons for the return. If return authorization is granted, Goods shall be returned in a clean, well packaged condition. User shall pay VSF’s standard restocking fee for any returns made pursuant to this Section 5.
6. Price. User shall purchase the Goods from VSF at the price(s) (the “Price”) set forth in the Agreement. All Prices are exclusive of all Federal, State or local sales, use and excise taxes, and any other similar taxes, duties and charges of any kind on any amounts payable by User. User shall be responsible for all such charges, costs, and taxes; provided, that, User shall not be responsible for any taxes imposed on, or with respect to, VSF’s income, revenue, gross receipts, or commercial activity.
7. Payment Terms. User shall pay all invoiced amounts due to VSF within thirty (30) days from the date of VSF’s invoice. User shall make all payments hereunder by ACH, wire transfer or other method agreed to by VSF and in US dollars. Past due amounts shall accrue interest at the rate of 1.5% per month, compounded monthly. User shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with VSF, whether relating to VSF’s breach, bankruptcy or otherwise. Title to the Goods shall pass to User upon full payment for the applicable Goods. If User is or becomes delinquent in the payment of any sum due VSF by more than sixty (60) days from the date of invoice, then VSF shall have the right, in addition to any other remedy to which it may be entitled in law or equity, and under this Agreement, to cancel any order, refuse to make further deliveries and declare immediately due and payable all unpaid amounts for Goods previously delivered to User.
8. Security Interest. VSF reserves a purchase money security interest in the Goods sold hereunder and the proceeds thereof, in the amount of the Price. In the event of default by User on any of its payment obligations to VSF, VSF will have the right to repossess the Goods sold hereunder that have not been paid for without liability to User or any third party in possession of such Goods, if not User. In such event, User agrees to make the Goods available to VSF so that VSF can repossess them without a breach of the peace. This security interest will be satisfied by payment in full. VSF may file a financing statement to perfect VSF’s security interest, provided that VSF terminates any such financing statements once the Goods are paid for. User shall cooperate fully with VSF to execute such other documents and to accomplish such filings and/or recordings thereof as VSF may deem necessary for the protection of VSF’s interests in the Goods furnished hereunder.
9. Warranty; Warranty Disclaimers. VSF warrants to User that it will, at its election, replace or issue a credit for the Price of any Goods that are defective in material or workmanship for a period of one (1) year from completion of delivery of the Goods. EXCEPT FOR THE ABOVE WARRANTY, VSF DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. For the avoidance of doubt, VSF MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
10. Limitation of Liability. IN NO EVENT SHALL VSF BE LIABLE TO User OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, DIMINUTION IN VALUE, DOWNTIME, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VSF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL VSF’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PURCHASE PRICE PAID TO VSF FOR THE GOODS SOLD HEREUNDER.
11. Insurance. During the term of this Agreement and for a period of one (1) year thereafter, User shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon VSF’s request, User shall provide VSF with a certificate of insurance from User’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name VSF as an additional insured. User shall provide VSF with thirty (30) days’ advance written notice in the event of a cancellation or material change in User’s insurance policy. Except where prohibited by law, User shall require its insurer to waive all rights of subrogation against VSF’s insurers and VSF.
12. Compliance with Law. Each party shall comply with all applicable laws, regulations, and ordinances, and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that party needs to carry out its obligations under this Agreement. User shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by User. User assumes all responsibility for shipments of Goods requiring any government import clearance. VSF may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods
13. Termination. In addition to any remedies that may be provided under these Terms, VSF may terminate this Agreement with immediate effect upon written notice to User, if User: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part and such failure continues for five (5) days after User’s receipt of written notice of breach; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
14. Waiver. No waiver by VSF of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by VSF. No failure to exercise, or delay in exercising any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15. Confidential Information. All non-public, confidential or proprietary information, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by one party (“Discloser”) to the other party (“Recipient”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as“confidential” in connection with this Agreement, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Discloser in 2 writing. Upon Discloser’s request, Recipient shall promptly return all documents and other materials received from Discloser. Discloser shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient at the time of disclosure; or (c) rightfully obtained by Recipient on a non-confidential basis from a third party.
16. Force Majeure. VSF shall not be liable or responsible to User, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of VSF, including, without limitation, acts of God or the public enemy, flood, fire, earthquake, explosion, epidemic, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or materials or telecommunication breakdown or power outage.
17. Assignment. User shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VSF. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves User of any of its obligations under this Agreement.
18. Statute of Limitations. No claim or cause of action may be brought against VSF for breach of this Agreement, breach of warranty, or any other claim arising in contract, tort, or otherwise, more than one (1) year after accrual of that claim or cause of action.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
21. Governing Law. All matters arising out of or relating to this Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio.
22. Exclusive Jurisdiction. Any dispute, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio, in each case with jurisdiction over Auglaize County, Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such dispute, action or proceeding.
23. Notices. All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
24. Severability. In the event any of the terms and conditions contained herein is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other term or condition or invalidate or render unenforceable such term or provision.
25. Intellectual Property. VSF shall retain sole ownership of all right, title, and interest in and to all its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, service marks, trade names, symbols, logos, copyrights, patents, trade secrets, and know-how (collectively, the “Intellectual Property”), and no licenses to any Intellectual Property are created hereunder
26. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement. The sections of this Agreement which are intended to survive its termination shall so survive, including but not limited to Section 6, 7, 9, 10, 15, 21, and 22.