Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Vitabyte, Inc., a New York corporation with its principal office at 3525 30th Ave, Suite 306, Astoria, NY 11103 ("Vitabyte", "we", "us", "our"), and the business or other organization that opens or holds an account on any of the Services ("Customer", "you", "your"). They also bind every individual who uses the Services, whether for a Customer or on their own behalf.

These Terms replace the Terms of Service version 1.0.0 that were issued under the name "VitaPay LLC". From the effective date above, Vitabyte, Inc. is the party providing the Services and the party to this agreement. References in older screens, receipts or documents to "VitaPay" as the provider of the software mean Vitabyte.

If you accept these Terms for an organization, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, do not tick the acceptance box and do not use the Services.

In these Terms, these words have the following meanings.

• "Services" means every product, site, application and service that Vitabyte makes available and that links to or incorporates these Terms, including Translink, Vitabyte ID, VITAPOS, VitaRemote, VITABYTE CRM, Angie, Angie Eats and F&B inventory, together with their web consoles, mobile and Android applications (including APK files), installed agents, firmware, application programming interfaces ("APIs"), software development kits, hosted environments, updates, and any demo, sandbox, trial or preview of any of them.
• "Software" means any part of the Services that is delivered as code you or a device run, including APKs, desktop and server agents, installers, firmware, libraries, scripts and their updates.
• "Customer" means the business or organization that holds an account and accepts these Terms, directly or through an Authorized User.
• "Authorized User" means an individual whom a Customer invites or permits to use the Services under the Customer's account, such as an owner, administrator, employee, contractor, agent or payment-office staff member.
• "Documentation" means the user guides, help pages, API references, console notices and technical specifications that Vitabyte publishes for the Services, as updated from time to time.
• "Addendum" means a product-specific or topic-specific document listed in section 4 that supplements these Terms.
• "Order Form" means a written order, statement of work, merchant or partner agreement, or pricing schedule signed by Vitabyte and Customer that refers to the Services.
• "Customer Data" means data that Customer, its Authorized Users, its guests or its devices submit to the Services, excluding Vitabyte Materials and Usage Data.
• "Usage Data" means technical and operational data that the Services generate about how they are used and how they perform, such as logs, device health, error reports and aggregated counts.
• "Vitabyte Materials" means the Services, the Software, the Documentation, and all designs, screens, workflows, data models, protocols, APIs, prompts, models, configurations and other materials that Vitabyte makes available or uses to provide the Services, and all improvements to any of them.
• "Protected Conduct Clauses" means sections 9, 10 and 11 of these Terms.

You accept these Terms by ticking the box. Before you can use any of the Services, the Services show you each document that applies to you, with a checkbox beside it that is never ticked in advance. You accept a document when you tick its box and continue. A link to these Terms in a page footer, an email or a sales presentation is how you can read them; it is not how you accept them. You accept when you tick.

Administrators sign for their organization. When a person accepts on behalf of a Customer, the Services also ask for that person's full name and job title. Typing your name and title and ticking the box is your electronic signature. You agree that it binds the Customer to the same extent as a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 and following) and the New York Electronic Signatures and Records Act (New York State Technology Law, Article 3).

Each person accepts for themselves. Every Authorized User ticks the boxes for the documents that apply to their role before first use, even where the Customer has already accepted. An Authorized User's acceptance does not reduce the Customer's responsibility for that person.

Records of acceptance. You consent to Vitabyte recording each acceptance, including the document title, its version, a SHA-256 hash of the exact text you were shown, the date and time, the IP address and the browser or device user agent, and the account and organization involved. These records are kept append-only: they are never edited or deleted while they are needed as evidence. You agree that these records are admissible and are sufficient evidence that you saw and accepted the stated version of the document, unless you prove otherwise.

Electronic records and notices. You agree to receive these Terms, every Addendum, notices and other records electronically. You may download or print any document from its page. You may ask for a paper copy in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103; asking for one does not withdraw your consent to electronic records. Withdrawing consent to electronic records ends your ability to use the Services.

No use before acceptance. Nobody may use the Services, including any demo, sandbox, trial or preview, without first accepting through the checkbox described above. Use that occurs without acceptance, including use of credentials obtained from someone else, is unauthorized, and these Terms still apply to it to the fullest extent the law allows.

These Terms apply to every product. The following Addenda and policies also apply, according to the products and roles you use. Each is presented for acceptance where it applies to you.

Translink, Vitabyte ID, VITABYTE CRM, Angie (as used by a business) and F&B inventory are governed by these Terms, the Acceptable Use Policy and the documents above that apply to the way you use them.

Order of precedence. If documents conflict, they apply in this order, from highest to lowest: (1) a signed Order Form, but only for the specific point it expressly changes; (2) the Addendum for the product concerned; (3) these Terms; (4) the Acceptable Use Policy, Privacy Policy and other policies. The Protected Conduct Clauses can be relaxed only by a signed writing from Vitabyte that names the section it changes; a general statement in an Order Form, a purchase order or your own terms does not relax them.

The Services are software. Depending on the products you use, they include:

• Translink, the hub: sign-in and identity through Vitabyte ID; a payments portal for merchants, payment offices and agents, covering transactions, deposits, fees, disputes, residuals, accounting, contracts and staff; and a developer API;
• VITAPOS, an Android point-of-sale application on terminals and handhelds, kitchen displays, and a web back office;
• VitaRemote, remote-management agents installed on Windows, macOS, Linux and Android devices, with a web console;
• VITABYTE CRM, customer relationship management software, which may be offered under a Customer's own brand;
• Angie and Angie Eats, guest-facing online ordering and an assistant that uses artificial intelligence to help run a restaurant;
• F&B inventory, software for tracking food and beverage stock, purchasing and counts.

Vitabyte is not a bank, a payment processor or a money transmitter. Card and bank payments are processed by the processor named on the merchant account, under the merchant's own agreement with that processor and its sponsoring bank. Vitabyte does not hold, receive or transmit your funds. Disputes about settlement, reserves, chargebacks or processing fees are between you and your processor, although the Services may help you see and respond to them.

Features reach you as Vitabyte makes them available. A feature marked as a preview, or switched off for your account, is not part of the Services you have bought until it is switched on. Native card-present payment features are available only where Vitabyte has switched them on for your account after the required processor and device acceptance.

• Accurate information. You will give accurate, complete and current information when you register, apply for a merchant account or set up an organization, and keep it up to date.
• Personal credentials only. Every login belongs to one named individual. Credentials, passkeys, one-time codes, API keys and device enrollment codes may not be shared, sold, lent or posted. A shared login, including a shared demo password, is a breach of these Terms.
• Roles and bindings. Each Authorized User has a role and is bound to the businesses and locations they may see or change. You are responsible for whom you invite, the role and binding you give them, and removing access promptly when someone leaves or changes role.
• Your responsibility for your people. You are responsible for everything done under your account and by your Authorized Users, and for their compliance with these Terms, as if it were your own conduct.
• Security. You will use multi-factor authentication where it is offered, keep devices that run the Software patched and physically secure, and tell Vitabyte at once, in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103, if you suspect an account, key or device has been misused or lost.
• Audit trail. Actions in the Services are recorded in an audit trail that cannot be edited or deleted. You agree that this record may be used to establish who did what and when.

Subject to these Terms, the applicable Addenda and payment of any fees, Vitabyte grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term for Customer and its Authorized Users to access and use the Services, and to install and run the Software on devices Customer controls, solely for Customer's internal business operations and in accordance with the Documentation.

The Services are licensed, not sold. Vitabyte and its licensors reserve every right not expressly granted. No right is granted by implication, estoppel or otherwise. Any rights in a product are stated more specifically in its Addendum.

You agree to:

• use the Services lawfully, including laws on payments, consumer protection, privacy, data security, marketing by text and email, labor, wages, tips, alcohol, food safety and taxes;
• give your employees, guests and contacts the notices the law requires and collect any consents you need, for example before sending marketing messages, keeping a guest's card on file, taking a clock-in photo, recording calls or remotely accessing a device used by another person;
• configure your own settings correctly, including prices, taxes, surcharges or card fees, cash-discount and dual pricing, tip rules, pay rates, tip pools and remote-access policies, and check them before you publish;
• follow the card network, processor and Payment Card Industry Data Security Standard rules that apply to you;
• follow the Acceptable Use Policy; and
• keep a fallback way to take payment and run your business when a device, network or provider is unavailable.

You will not, and will not permit or help anyone else to, directly or indirectly:

1. reverse engineer, decompile, disassemble, decrypt, unpack or otherwise attempt to derive the source code, object structure, algorithms, data models, prompts, model weights or trade secrets of any part of the Services, including any app, APK, agent, installer, firmware, library, script, protocol, API, file format or licence check;
2. intercept, capture, replay, decode or modify the traffic between the Software and the Services, or between devices, in order to learn or reproduce how they work;
3. modify, adapt, translate, patch, repackage, re-sign or create derivative works of the Software, or combine it with other software in a way that changes its behaviour;
4. remove, alter or obscure any copyright, trademark, confidentiality or other notice, or any licence, attribution or watermark;
5. disable, bypass, remove, emulate or interfere with any licence check, device enrollment, device attestation, certificate pinning, root or jailbreak detection, signing key, encryption key, usage limit or other security or access control; or
6. run the Software on an emulator, virtual machine, instrumented device or debugging framework for the purpose of doing anything in this list.

If applicable law gives you a right to do any of these things that cannot be waived, such as for interoperability, you will first ask Vitabyte in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103 for the information you need and give Vitabyte a reasonable time to provide it on reasonable terms, and you will use any information you obtain only for that lawful purpose.

Technological protection measures. Vitabyte's licence checks, device enrollment, device attestation, signing and encryption keys, session tokens and similar mechanisms are technological measures that effectively control access to, and protect, copyrighted works within the meaning of 17 U.S.C. §1201. Circumventing them, and making or offering any tool, service or information designed to circumvent them, is prohibited by these Terms and may also violate federal law.

Except through Vitabyte's documented APIs, used under the Developer and API Terms and within their limits, you will not, and will not permit or help anyone else to:

1. scrape, crawl, spider, harvest or mirror any part of the Services, including screens, menus, settings, reports, Documentation, help content or Customer Data;
2. use any bot, script, browser automation, headless browser, macro, robotic process automation or other automated means to access, operate or extract content from the Services;
3. use, or let any AI agent, large language model, assistant or automated tool use, the Services or any content, output, screen, Documentation or data obtained from them to train, fine-tune, evaluate, distil or ground any machine-learning model, or to build any embedding, vector store, retrieval index or knowledge base; or
4. export, copy or download content in volumes or patterns beyond normal human use of the product's own export features, or beyond the rate and volume limits in the Acceptable Use Policy or shown in your console.

Using an AI agent to act for you inside the Services is permitted only through features that Vitabyte expressly provides for that purpose, such as the documented API or the Services' own built-in assistant, and only within their stated scope.

Rate and volume limits. The Services apply rate, volume, concurrency and export limits. The default ceilings are listed in the Acceptable Use Policy; the limits that apply to your account are shown in your console and may be lower. You will not attempt to exceed or evade any limit, for example by rotating accounts, keys, IP addresses or devices.

Unless Vitabyte agrees in a signed writing first, you will not, and will not permit or help anyone else to:

1. access or use the Services, including any demo, sandbox, trial or preview, if you are, work for or advise a business that offers or is developing a product that competes with any of the Services, or for the purpose of monitoring Vitabyte's availability, performance or functionality for competitive purposes;
2. benchmark the Services, run comparative tests, or publish, present or distribute the results of any benchmark, comparison or performance test of the Services;
3. copy, reproduce or imitate the features, functions, workflows, screens, look and feel, data models or Documentation of the Services; or
4. use any access to, or knowledge of, the Services, including anything learned in a demonstration, a trial, a sales meeting, a due-diligence review or as a former Authorized User, to design, build, improve, market or support a product or service that competes with any of the Services, or to help any third party do so.

This section applies to consultants, investors, acquirers, analysts and their advisers as much as to direct competitors. Ordinary internal evaluation of whether to buy the Services, by a prospective customer that is not a competitor and does not publish its results, is not prohibited by point 2.

Injunctive relief. A breach or threatened breach of the Protected Conduct Clauses would cause Vitabyte irreparable harm for which money alone would not be an adequate remedy. Vitabyte is therefore entitled to temporary, preliminary and permanent injunctive relief and specific performance to prevent or stop it, without posting a bond or other security and without proving actual damages, in addition to any other remedy. To the extent a court requires security, you agree that a nominal amount is sufficient.

Liquidated damages. The parties agree that the harm to Vitabyte from a material breach of the Protected Conduct Clauses, including loss of trade secrets, loss of competitive position and the cost of detecting and responding to the breach, is real but would be very difficult to measure precisely. The parties therefore agree, as a reasonable pre-estimate of that harm and not as a penalty, that for each material breach of a Protected Conduct Clause the breaching party will pay Vitabyte liquidated damages equal to the greater of (a) USD 50,000 and (b) three times the total fees paid or payable by Customer to Vitabyte in the twelve months before the breach. Vitabyte may instead elect to recover its actual damages, if it can prove them, but may not recover both for the same breach. Liquidated damages do not limit Vitabyte's right to injunctive relief, to recover profits or other amounts gained by the breaching party where the law allows, or to terminate. A series of acts that form one continuous course of conduct counts as one breach for this purpose, and each separate course of conduct counts separately.

Other consequences. Vitabyte may immediately suspend or terminate access, revoke keys and licences, and deactivate enrolled devices for any breach of the Protected Conduct Clauses. These clauses also bind each individual who accepts these Terms personally, and each individual is jointly responsible with the Customer for their own breaches.

During the term and for two years after it, Vitabyte, or an independent auditor bound by confidentiality that Vitabyte appoints, may verify Customer's compliance with these Terms and the Addenda, including the number of devices, agents, locations and Authorized Users in use and compliance with the Protected Conduct Clauses. Vitabyte will give at least ten business days' notice, will not audit on site more than once in any twelve-month period unless a prior audit found non-compliance or Vitabyte has reasonable grounds to suspect a breach, and will conduct any audit during normal business hours in a way that does not unreasonably disrupt your business. Vitabyte may also verify compliance remotely through the licence and enrollment data that the Software reports.

You will keep reasonable records of your installations and users and cooperate with any audit. If an audit shows that you used more than you paid for, you will pay the shortfall at Vitabyte's then-current list prices within thirty days. If the shortfall exceeds five percent, or the audit finds a breach of the Protected Conduct Clauses, you will also pay the reasonable cost of the audit.

Your data. As between the parties, Customer owns Customer Data. Customer grants Vitabyte a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Services, to comply with law, and as described in the Privacy Policy and the Data Processing Addendum. For personal information about your employees, guests and contacts, Vitabyte acts as your service provider and processor, on your instructions.

Your rights to the data. You confirm that you have the rights, notices and consents needed for Vitabyte to process Customer Data as these Terms describe, and that Customer Data does not infringe anyone's rights or violate any law.

Usage Data. Vitabyte may collect and use Usage Data to operate, secure, support and improve the Services and to enforce these Terms. Vitabyte may publish or share Usage Data only in aggregated or de-identified form that does not identify you, your Authorized Users or any individual.

Retention. Vitabyte keeps records for the periods in the Data Retention and Deletion Policy. Some records, including the audit trail, records of acceptance, labor records and financial records, cannot be edited or deleted, because their value is that they are permanent.

Export. You can export Customer Data from the Services' own export features while your account is open, and on request for a reasonable period after it closes, subject to the limits in section 10.

Reports are built from the data your processors, devices and people provide. Vitabyte works to make every figure exact, but you remain responsible for reconciling figures with your processor statements and books before relying on them for tax, payroll, residuals or payments to others. Tell Vitabyte promptly if a figure looks wrong.

Some Services use artificial intelligence, including the in-portal assistant and Angie. AI output can be incomplete or wrong. You must review it before acting on it. An AI feature acts only within the permissions of the person or binding it acts for, and set-up changes it prepares are not published to your devices until a person with authority reviews and publishes them. You will not attempt to make an AI feature act outside its permissions, reveal its instructions or other customers' data, or ignore its safeguards, including by prompt injection.

Fees are as stated in your Order Form or, if none, in the pricing shown when you subscribe. Unless your Order Form says otherwise, fees are due in advance, are non-refundable except as these Terms or the law require, and exclude taxes, which you will pay other than taxes on Vitabyte's income. Processing fees are charged by your processor under your agreement with it, not by Vitabyte. Vitabyte may suspend the Services on at least ten days' notice if undisputed fees are overdue.

Each party will keep the other's non-public information that is marked confidential, or that a reasonable person would understand to be confidential, in confidence, use it only to perform or exercise rights under these Terms, and disclose it only to people who need to know it and are bound by duties at least as protective. The Vitabyte Materials, including non-public features, pricing, roadmaps, screens and anything shown in a demonstration, are Vitabyte's confidential information. These duties do not apply to information that is or becomes public without a breach, was already lawfully known to the recipient, is independently developed without use of the other's information, or is lawfully received from a third party without a duty of confidence. A party may disclose information where the law requires, after giving the other party notice where lawful.

Vitabyte and its licensors own all right, title and interest, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights, in and to the Vitabyte Materials and Usage Data. The Software, screens, workflows, Documentation and code are protected by United States copyright law and international treaties, and as trade secrets.

Vitabyte, Translink, Vitabyte ID, VITAPOS, VitaRemote, VITABYTE CRM, Angie and Angie Eats, and their logos, are trademarks of Vitabyte, Inc. You may not use them except as needed to identify the Services accurately, and never in a way that suggests sponsorship or endorsement, or in a domain name, product name or advertising keyword. A white-label arrangement under an Order Form does not transfer any ownership. See the Copyright and Proprietary Notice.

Third-party open-source components included in the Software are licensed under their own licences, which are identified in the Software or Documentation. Nothing in these Terms restricts rights those licences grant you in those components.

If you or your Authorized Users give Vitabyte suggestions, ideas, bug reports or other feedback about the Services, you grant Vitabyte a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable licence to use, modify and exploit that feedback for any purpose without obligation to you. Feedback does not include Customer Data, and Vitabyte will not identify you as its source without your consent.

Demo accounts, sandboxes, trials, previews and evaluation copies are part of the Services and are governed by these Terms and the Demo, Sandbox and Trial Terms. Each person who uses one must have their own account and must accept those terms before use. Data in a demo or sandbox is fictitious, is not backed up and may be deleted at any time. Demo and trial access is provided without warranty of any kind and may be ended at any time. The Protected Conduct Clauses apply in full to everything shown in a demonstration, including code, designs and screens, whether or not you hold an account.

Vitabyte may change, improve or discontinue features of the Services. Vitabyte will not remove a material feature that you pay for during your current term without reasonable notice.

Vitabyte may update these Terms and any Addendum. Each version carries a version number and dates, and every text change changes the version. For a change that is not material, such as a correction or clarification, the new version takes effect on its effective date. For a material change, you must accept the new version by ticking its box before you can continue to use the Services. Until you accept, Vitabyte may limit your access to signing out, accepting, exporting your data and closing your account. If you do not accept a material change, you may close your account; any prepaid fees for the period after closure will be refunded where your Order Form or the law provides. A change to the fees in a signed Order Form takes effect only as that Order Form allows.

Suspension. Vitabyte may suspend all or part of your access, or that of any Authorized User, key or device, immediately and without prior notice where reasonably necessary: to prevent harm to the Services, other customers, guests or the public; where an account, key or device appears compromised; where required by law, a processor or a card network; or for a breach of the Protected Conduct Clauses or the Acceptable Use Policy. Vitabyte will tell you the reason unless the law or security prevents it, and will restore access once the cause is resolved.

Termination. Either party may end this agreement for convenience as the Order Form allows or, if there is none, on thirty days' notice. Either party may end it on notice if the other materially breaches it and does not cure the breach within thirty days of notice. Vitabyte may end it immediately for a breach of the Protected Conduct Clauses, for repeated breaches of the Acceptable Use Policy, or where the law, a processor or a card network requires.

Effect. On termination, your licences end, you will stop using the Services and uninstall the Software, enrolled devices may be deactivated, and undisputed fees become due. Customer Data is kept or removed as the retention policy says, and you may request an export as described in section 14.

Each party confirms that it has the authority to enter into this agreement. Vitabyte will provide the Services with reasonable skill and care in accordance with the Documentation.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE SERVICES, SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, VITABYTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VITABYTE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT THE SERVICES WILL MEET LEGAL OR REGULATORY REQUIREMENTS THAT APPLY SPECIFICALLY TO YOUR BUSINESS. VITABYTE IS NOT RESPONSIBLE FOR PROCESSORS, CARD NETWORKS, CARRIERS, HARDWARE OR OTHER THIRD-PARTY SERVICES.

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT THE LAW ALLOWS, VITABYTE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VITABYTE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO IT. FOR DEMOS, SANDBOXES, TRIALS AND OTHER FREE USE, VITABYTE'S TOTAL LIABILITY IS LIMITED TO USD 100.

These limits do not apply to: your breach of the Protected Conduct Clauses or the liquidated damages and other amounts payable under section 12; your payment obligations; either party's indemnity obligations; infringement or misappropriation of the other party's intellectual property; fraud, gross negligence or wilful misconduct; or any liability that the law does not allow to be limited.

By you. You will defend Vitabyte, its affiliates and their officers, directors, employees and agents against any third-party claim, and pay any resulting damages, fines, settlements and reasonable legal fees, arising from: Customer Data; your or your Authorized Users' use of the Services in breach of these Terms, an Addendum or the law; your configuration of prices, taxes, surcharges, tips, pay or remote-access policies; your dealings with your processor, guests, employees or contacts; or a breach of the Protected Conduct Clauses by you, your Authorized Users or anyone using your access.

By Vitabyte. Vitabyte will defend you against any third-party claim that the Services, as provided by Vitabyte and used in accordance with these Terms, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and pay any resulting damages and settlements Vitabyte agrees to. This does not apply to claims arising from Customer Data, third-party or open-source components, combinations with items Vitabyte did not provide, modifications not made by Vitabyte, or use in breach of these Terms. If such a claim is made or likely, Vitabyte may obtain the right for you to continue, modify the Services to avoid infringement, or end the affected Services and refund prepaid fees for the unused period. This paragraph states Vitabyte's entire liability for infringement claims.

Procedure. The party seeking defence will notify the other promptly, give it sole control of the defence and settlement (but no settlement may impose an obligation or admission on the defended party without its consent), and provide reasonable cooperation at the defending party's cost. The defended party may take part with its own legal advisers at its own cost.

You will comply with United States export control and economic sanctions laws, including the Export Administration Regulations and the regulations of the Office of Foreign Assets Control. You will not export, re-export, provide access to or use the Services or Software in any embargoed country or region, for any person on a United States restricted-party list, or for any prohibited end use. You confirm that you and your Authorized Users are not on any such list and are not located in any such country or region.

Governing law. These Terms, and every dispute arising out of or relating to them or the Services, are governed by the laws of the State of New York, without regard to its conflict-of-law rules, and by applicable United States federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Exclusive venue. The exclusive venue for any such dispute is the United States District Court for the Eastern District of New York or, where that court lacks jurisdiction, the courts of the State of New York located in Kings, Queens, Nassau, Suffolk or Richmond County. Each party consents to the personal jurisdiction of those courts and waives any objection to venue there, including on grounds of inconvenient forum. Vitabyte may, however, seek injunctive relief to protect its intellectual property or enforce the Protected Conduct Clauses in any court of competent jurisdiction.

Jury waiver. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

Class-action waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. A court may not consolidate the claims of more than one customer or preside over any form of representative proceeding against Vitabyte, except as the law requires.

Time limit. To the extent the law allows, any claim against Vitabyte must be brought within one year after it arises.

Vitabyte may give you notice through the Services, by email to the address on your account, or by post. Notices to Vitabyte, including privacy questions, must be sent in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103; email to Vitabyte is not notice. Notice to you by email or through the Services is effective when sent; notice to Vitabyte is effective when received.

• Assignment. You may not assign or transfer these Terms or any right under them, by operation of law, change of control or otherwise, without Vitabyte's prior written consent. Vitabyte may assign them to an affiliate or to a successor to all or part of its business. Any other attempted assignment is void.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Subcontractors. Vitabyte may use subcontractors and hosting providers to provide the Services and remains responsible for their performance under these Terms.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, power or network failures, failures of processors or carriers, labor disputes, or acts of government, other than payment obligations.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect. If the liquidated damages amount in section 12 is held unenforceable, Vitabyte may recover its actual damages instead.
• No waiver. A failure or delay in enforcing any provision is not a waiver of it.
• Survival. Sections 2, 3 (records of acceptance), 9 to 14, 17 to 19, and 22 to 29, and any other provision that by its nature should survive, survive the end of this agreement. The Protected Conduct Clauses and confidentiality duties continue without time limit as to trade secrets and for five years as to other confidential information.
• Entire agreement. These Terms, the Addenda and policies listed in section 4, and any Order Form are the entire agreement between the parties about the Services and supersede all prior and contemporaneous proposals, discussions and agreements on that subject. Terms in a purchase order, vendor registration, or your own online terms do not apply, even if Vitabyte accepts or signs them.
• Third parties. No one other than the parties and the indemnified persons named in section 25 has any right to enforce these Terms.
• Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation".
• Language. These Terms are written in English, which controls over any translation.

Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103

Notices, legal matters and privacy: in writing by mail (certified mail or courier) to the address above.