VIP GLOBAL SPORTS, INC.
GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions (hereinafter “Terms and Conditions”) shall apply to all sales by VIP Global Sports, Inc. (“VIP”) and use of its website:
1. DEFINITIONS. The following definitions shall apply to the Terms and Conditions and VIP’s invoice and are incorporated therein:
“Accommodations” is defined as the hotel, motel, condominium, lodge, apartment, or any other commercial structure designed for occupancy by one or more individuals, or any lodging establishment as provided by law, that is part of a Package.
“Agreement” means the transaction between VIP and Client and includes these Terms and Conditions and VIP’s invoice.
“ASTA” (“American Society of Travel Agents”) is the world’s largest association of travel professionals with members in 140 countries and is the leading global advocate for the travel agents, the travel industry and public as described by ASTA. VIP is an approved member of ASTA. For additional information, please review ASTA’s website, www.asta.org.
“Client” means the individual, corporation, or other entity purchasing, using, or is a beneficiary of a Package and their officers, employees, agents, travel party, guests, or other affiliated persons or entities as applicable.
“Event(s)” is defined as an attraction, sporting event, game, match, performance, dining, concert, cruise, tour, activity, or function, individually or collectively, that is specifically set forth in VIP’s invoice or is included as part of a Package by VIP.
“General Terms and Conditions” are VIP’s terms and conditions governing the sale of its Packages and use of its website which is also referred to as “Terms and Conditions.”
“IATAN” means International Airlines Travel Agent Network, a department of IATA (“International Air Transport Association”), and is a nonprofit organization that promotes professionalism, administers business standards to assist consumers, and provides accreditation only for those Sellers of Travel that meet the requirements for such designation. VIP is accredited by and a member of IATAN. For additional information, please review IATAN’s website, www.iatan.org.
“Incidental Charges” shall include, without limitation, charges, fees, or expenses that are incidental to the occupancy of the room such as telephone, gratuities, internet, room service, activities, amenities, facilities, parking, services, movies, food, beverages, bar and restaurant service, tips, theft, damage, and/or any other charges or expenses not included in the Room Rate, and any taxes related thereto.
“Laws” is defined as any and all applicable laws, rules, regulations, codes, guidelines, policies, procedures, restrictions, ordinances, policies, tariffs, duties, or orders by any government and/or governmental agency.
“Package(s)” is defined to only include those items specifically set forth in VIP’s invoice, or as otherwise included in VIP’s sole discretion, pertaining to goods, products, and services that may include some of the following: Accommodations, Events, tickets, meals, tours (half and full day excursions), air transportation (including domestic and international air travel), cruises, ferries, rail, ground transportation (including round-trip transportation between airport, lodging, and Events), any other type of transportation, and travel insurance, in addition to other possible services or items offered by VIP.
“Room Rate” means the charge by the lodging establishment solely related to the occupancy of the room and does not include any Incidental Charges.
“Rules” is defined as the rules, regulations, policies, guidelines, procedures, instructions, restrictions, tariffs, terms and conditions of VIP, Third Party Providers, and any other association, venue, stadium, entity, or vendor.
“Site” (“Society of Incentive Travel Executives”) describes its organization as the only global authority connecting motivational experiences with business results and brings best-in-class solutions, insights, and global connections to maximize business impact regardless of industry, region, or culture. Site began 40 years ago and has almost 2,000 members in over 90 countries. VIP is an approved member of Site. For additional information please review Site’s website at www.siteglobal.com.
“Terms and Conditions” is defined as VIP’s general terms and conditions provided in this document as defined under “General Terms and Conditions” provided above.
“Third Party Provider(s)” is defined as an independent provider or supplier of goods, products, services, tickets, transportation, travel insurance, venues, information, Accommodations, Events, or other items related to or part of the Packages.
“User” is defined as any individual, corporation, or other entity, and their officers, employees, agents, travel party, guests, or other affiliated persons or entities using or accessing VIP’s website.
“VIP Global Sports, Inc. (“VIP”)” is an ASTA, Site, and IATAN accredited corporation organized under the laws of the State of Florida, USA.” VIP Global Sports, Inc. is registered with the State of Florida as a Seller of Travel. Registration No. ST37345.
“Website” means VIP’s website found at www.vipglobalsports.com.
2. APPLICATION OF VIP’S TERMS AND CONDITIONS. Client agrees that the sale, purchase, and use of the Packages shall be governed solely by these Terms and Conditions and VIP’s invoice except as otherwise provided in the Agreement. By purchasing a Package, Client accepts and agrees to abide by VIP’s Terms and Conditions, VIP’s invoice, and any other applicable terms and conditions of a Third Party Provider on its own behalf and on behalf of its employees, beneficiaries, guests, travel party, and agents as applicable (also collectively referred to as “Patrons”). If a party purchases a Package on behalf of others, the purchasing party shall notify the Patrons using the Package of these Terms and Conditions, its requirements, and the Patron’s obligation to abide by the Terms and Conditions provided herein. In the event there is a conflict between the Terms and Conditions and VIP’s invoice pertaining to the items provided in a Package, the terms provided in the invoice shall prevail. The sale, purchase, or use of any Package does not create a joint venture, joint employer, partnership, agency, or fiduciary relationship between the Client and VIP or any Third Party Provider. All information, prices, and availability are subject to change without notice. VIP shall not be responsible for any typographical errors, incorrect prices, or other errors on its website or the Agreement.
VIP is authorized and organized under the laws of the State of Florida and offers Packages for sale to parties throughout the United States and the world except for California, Hawaii, Iowa, Nevada, and Washington (State), or possibly such other states or jurisdictions that require supplemental registration in addition to Florida. These exceptions and registration requirements are subject to change and parties from those jurisdictions should contact VIP for any updates or changes.
3. USE OF VIP’S WEBSITE. By using the Website, User agrees to these Terms and Conditions and represent that User are of legal age and capacity. If User does not agree to comply with all of these Terms and Conditions, User is not permitted to use this Website. User further agrees that User will not interfere with any other user of the Website, infect the Website with any malicious software, violate any Laws or Rules, and infringe upon another’s rights or otherwise damage or misuse the Website. The trademarks, logos, service marks, and other intellectual property (“IP”) on the Website are the property of VIP and others. Use of IP is prohibited without the prior written consent of VIP or the owners of the IP. User acknowledges that certain information must be disclosed to Third Party Providers to facilitate the quotation, purchase, and/or use of a Package. The users of this Website and Clients allow VIP to disclose such information for that purpose. User agrees that the submission of such information is at User’s sole risk and VIP disclaims any and all liability to User for any loss or liability relating to such information in any way.
4. WEBSITE MODIFICATIONS. VIP reserves the right to amend, change, modify, revise, or discontinue (“Modifications”) any feature, content, or provision of the Website or these Terms and Conditions. Such Modifications shall be effective immediately and incorporated into these Terms and Conditions whether posted on the Website or not. CLIENTS AND USERS ARE ADVISED TO REQUEST THE LATEST VERSION OF THE TERMS AND CONDITIONS BEFORE COMPLETING ANY TRANSACTION WITH VIP.
5. WEBSITE DISCLAIMERS AND LIMITATION OF LIABILITY. VIP DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE USE OF THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. IT IS FURTHER UNDERSTOOD BY YOU THAT THE WEBSITE MAY BE OUT OF SERVICE FOR INDEFINITE PERIODS OF TIME OR DISCONTINUED AT ANY TIME WITHOUT NOTICE.
THE USE OF THE WEBSITE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
VIP CANNOT AND DOES NOT GUARANTEE OR WARRANT THE WEBSITE, FILES, LINKS, OR SOFTWARE OF ANY KIND OR SOURCE, AVAILABLE FOR USE OR DOWNLOADING THROUGH THIS WEBSITE, WILL BE FREE FROM HACKING, INTERFERENCE, VIRUSES, WORMS, MALWARE, TROJAN HORSES, OR OTHER MALICIOUS SOFTWARE.
VIP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE BY THE WEBSITE, EVEN IF ADVISED OF THEIR POSSIBILITY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, THEREFORE, VIP’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
6. ACCOMMODATIONS. Accommodations shall only include the occupancy of the room and do not include any Incidental Charges unless otherwise specified on VIP’s invoice. All Incidental Charges shall be for Client’s account. Client shall provide the lodging establishment with a credit card upon registration as security for any Incidental Charges. Client’s failure to timely or properly register with or check out of the lodging establishment may subject Client to forfeiture of the room or additional expense.
7. MEALS. In the event that a meal is provided as part of a Package, the timing, location, and other parameters of the meal will be controlled by a Third Party in accordance with its Rules. It is strongly recommended that Client confirm the time, location, and other parameters of the meal directly with the Third Party Provider and notify the Third Party Provider of any allergic information and any other dietary requirements. VIP is not responsible for and does not guarantee that a Third Party Provider will be able to meet or comply with a Client’s special needs and further information in that regard is provided in Section 8.
8. SPECIAL NEEDS OR ASSISTANCE. If a Client has special needs or requires special assistance, Client must provide VIP with written notice at the time of placing the reservation. Special needs or assistance may include, without limitation, disability accommodations, accessible seating, allergy, dietary restrictions, service animals, interpreter, additional bedding, smoking/non-smoking rooms, or any other assistance that is not usual and customary for the particular lodging establishment, venue, or Third Party Provider. VIP may request accommodations for Client’s special needs or assistance, if given proper notice, but receiving such accommodations from a Third Party Provider cannot be guaranteed. Any charges or fees charged by the Third Party Provider for special needs or assistance shall be for Client’s account. In the event that a minor, or an individual of special needs, is part of Client’s travel party, the Client, parent, and/or guardian agrees to supervise such minor or special needs person at all times and take full and sole responsibility for their acts, supervision, and needs.
9. CLIENT COOPERATION. Client must comply with all Laws and Rules. Client agrees to assist VIP in providing any information reasonably required by VIP or a Third Party Provider related to the Packages. Client further agrees and consents that VIP may provide Client’s personal information to a Third Party Provider as required to facilitate the transactions contemplated in the Agreement. Client also authorizes VIP to disclose any personal information required by legal process. Client must be fit for travel and by their use of a Package not endanger themselves or anyone else. Client further agrees to be cooperative, timely, and conduct themselves in a lawful and reasonable manner. In the event that Client fails to comply with this Section, VIP may, in its sole discretion, remove Client or cancel all or any part of Client’s Package. Client will not be entitled to any refund, costs, expenses, or damages for removal or cancellation under this Section.
10. TRANSPORTATION RESPONSIBILITIES. As mentioned above, Client is responsible for complying with all fares, fees, charges, rules, regulations, policies, and restrictions of the transportation company, including without limitation, air carrier, train, vessel, motor coach, taxi, tour operator, and any other mode of transportation (“Transportation Company”) and the airport, seaport, train station, depot, or other location (“Transportation Hub”) as applicable to Client’s Package. Client is directed to visit the websites for the Transportation Company and Transportation Hub for applicable fares, fees, charges, and Laws and Rules related to traveling with the Transportation Company, including without limitation, baggage, seat, special needs, dietary, and any other aspect of traveling.
Client shall arrive at the Transportation Hub sufficiently in advance to ensure boarding as required by the transportation company and the Transportation Hub. It is imperative that Client arrive early to allow time for governmental screening and security measures. Client is solely responsible for compliance with the Laws and Rules and if Client is unable to board or travel by being late or otherwise failing to comply with the Laws and Rules, VIP and the Third Party Provider will not be liable to Client for any such loss or expense associated therewith. Some transportation companies, especially airlines, will provide a passenger with notifications directly to passenger’s email accounts or mobile phones upon registration for these services. It is recommended that Client register for these notifications and contact the transportation company regularly commencing seventy-two (72) hours before departure for modifications, delays, cancellations, weather alerts, and other pertinent information. Travel advisories are the Client’s sole responsibility. Client is also referred to Sections 11 and 12 for additional travel responsibilities and information.
11. TRAVEL DESTINATION INFORMATION. VIP recommends and Client is encouraged to review travel advisories, warnings, requirements, and restrictions by the U.S. government and/or any other appropriate government or government agencies before purchasing a Package. VIP and the Third Party Providers do not represent that the Client’s destination is safe or without risk. Additionally, many countries reserve the right to disinfect aircraft or other modes of transportation including spraying the passenger or luggage compartment with insecticide should certain circumstances arise. Some additional information, which is not intended to be exhaustive and may or may not apply to Client’s travel destination, can be found by visiting U.S. government sites, www.state.gov, www.customs.gov, www.cdc.gov (Traveler’s Health section and others), www.faa.gov, www.tsa.gov, and www.dot.gov (disinfection) among others.
12. PASSPORTS, VISAS, TRAVEL ENTRY DOCUMENTATION AND REQUIREMENTS. Passports, visas, other travel entry documentation (“Travel Entry Documentation”), vaccinations, and health requirements may be required by the countries Client visits and compliance with these requirements shall be the sole responsibility of Client. Purchasing a Package from VIP does not include any Travel Entry Documentation or compliance with any other entry requirements and does not guarantee that Client will receive the necessary Travel Entry Documentation. It is recommended that Client allow a reasonably sufficient amount of time to obtain the necessary Travel Documentation to ensure Client’s ability to enter another country. Some countries may require proof of international airline tickets in order to issue a visa, however, purchasing a ticket does not guarantee the issuance of a visa. Obtaining the required Travel Documentation and any related taxes, fees and costs is solely between the Client and the proper authorities, not VIP. Further information is available on the sites referenced in Section 10 and other applicable government sites. CLIENT’S FAILURE TO OBTAIN TRAVEL ENTRY DOCUMENTATION OR OTHERWISE COMPLY WITH THE AGREEMENT WILL NOT EXCUSE CLIENT’S OBLIGATION TO MAKE FULL PAYMENT TO VIP.
13. TRAVEL INSURANCE. Considering the unpredictability of Events and traveling, it is strongly recommended that Client purchase travel insurance to protect their interests, including without limitation, travel cancellation and travel accident insurance. Travel insurance is available for purchase from VIP at an additional cost for most Packages. There are various matters related to travel insurance that require time and consideration, including without limitation, completing and submitting an application and disclosing certain matters including preexisting conditions, and, therefore, Client must notify VIP of its intent to purchase travel insurance at the time of initial inquiry.
14. EVENT TICKETS, SEATING, AND PARKING. Tickets are classified or categorized by the governing association responsible for the Event and are subject to the Laws, Rules, and Third Party’s terms and conditions. Typical categories for World Cup tickets in the past, for example, have included “Category I, II, and III,” among others, with Category I tickets being better than II and III. It is important to note that a Category I ticket for one event may be seats near midfield and for another event Category I seats may only be near the goal. There are many variations and designations of seats depending on the event and host. VIP does not have any control over the ticket designations or definitions. Usually tickets can only be purchased in a particular category or section without regard to specific seating within that category or section. VIP makes no guarantee or representation that a ticket or group of tickets will be in a certain location (row or seat) within the category or section. If the Client prefers to purchase a group of tickets that are adjacent to each other, VIP will seek to comply with this request but cannot guarantee it. VIP is not responsible for lost, damaged, or stolen tickets.
Event parking, transportation, and access to or from an Event are subject to the Laws and Rules established by the association, venue, transportation company, government, or such other authorized entity and are subject to change without notice. These Rules are beyond VIP’s control and VIP will not be responsible for any deviations, modifications, delays, inconveniences, or cancellations arising therefrom.
15. PRICE. The price of the Packages sold herein shall be the price set forth in VIP’s invoice to Client. All applicable charges, fees, expenses, taxes, duties, or assessments shall be for Client’s account and shall be added to the price of the Packages. The price of a Package may change at any time, including without limitation, the time of purchase, departure, arrival, or use of a Package, due to any new or revised prices by a Third Party Provider, fares, surcharges, fees, currency fluctuations, duties, or taxes, even after payment has been made, and such increases shall be for Client’s sole account. VIP will notify Client of any additional fees or expenses associated with a price increase as provided in this Section.
16. CURRENCY CONVERSION. In the event that VIP is required to exchange currency for any transaction related to the Agreement, any and all fees, expenses, charges, fluctuations, or expenses associated with converting the currency shall be for Client’s account.
17. PAYMENT. ALL PAYMENTS ARE NONREFUNDABLE. Payment shall be made in United States dollars, unless otherwise provided in VIP’s invoice, in immediately available funds, without discount, offset, or deduction within the time designated in the invoice. If Client fails to pay timely, Client shall forfeit any deposits or payments and VIP may, in its sole discretion, suspend further performance, without waiving any rights or remedies it may have, and declare any outstanding indebtedness immediately due and payable. All overdue payments shall bear interest at the rate of one and one-half percent (1½ %) per month or any part thereof, or, if a lesser amount, the maximum legal amount allowed by law. In the event that collection proceedings are instituted to collect any indebtedness, VIP shall be entitled to recover reasonable costs and attorneys’ fees.
18. CHANGES OR MODIFICATIONS TO PACKAGES. VIP reserves the right to cancel, substitute, or modify any part of a Package as may be required and will provide Client with prior notice. Client agrees to provide VIP with as much notice as possible for any intended changes in writing. VIP does not guarantee that a change to a Package can or will be made. Any and all charges, fares, penalties, expenses, and fees, including VIP’s service fees, or taxes associated with any changes, to all or any part of a Package made by, or in any way related to Client, whether intentional or not, including without limitation, delays or cancellations associated with Client’s third party transportation, that increases the price of a Package, shall be for Client’s sole account. VIP will notify Client of any additional fees or expenses associated with such a change. Any unused part of a Package cannot be refunded or exchanged.
19. NEW OR CHANGED LAWS AND RULES. The price of a Package is based on the Laws and Rules in effect as of the date of VIP’s invoice. In the event a change of the Laws and Rules occurs affecting the price, VIP’s performance, Client’s use of a Package, or in any other way related to a Package, VIP reserves the right to increase the price consistent with this change.
20. THIRD PARTY PROVIDER DISCLAIMER. ALL ARRANGEMENTS MADE FOR OR BY CLIENT FOR ACCOMMODATIONS, EVENTS, TRANSPORTATION, TICKETS, TOURS, OR OTHER ITEMS THAT ARE PART OF A PACKAGE ARE MADE SOLELY FOR CLIENT’S CONVENIENCE AND THE USE, PARTICIPATION, OR ATTENDANCE OF THOSE ARRANGEMENTS ARE AT CLIENT’S SOLE RISK. THE THIRD PARTY PROVIDERS ARE INDEPENDENT CONTRACTORS AND ARE NOT ACTING AS REPRESENTATIVES OR AGENTS OF VIP. FAILURE BY CLIENT TO ABIDE BY THE LAWS AND RULES OF A GOVERNMENT OR THIRD PARTY PROVIDER MAY RESULT IN THE CANCELLATION OF CLIENT’S RESERVATION, DENIAL OF THE USE OF OR ACCESS TO AN EVENT OR ANY ITEM OF A PACKAGE, OR FORFEITING ANY AMOUNTS PAID. CLIENT ACKNOWLEDGES THAT VIP DOES NOT CONTROL ANY THIRD PARTY PROVIDER. CLIENT AGREES THAT VIP SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTS, ERRORS, OMISSIONS, DELAYS, CANCELLATIONS, REPRESENTATIONS, WARRANTIES, MISREPRESENTATIONS, MISCONDUCT, BREACHES, OR NEGLIGENCE OF ANY THIRD PARTY PROVIDERS, OR THEIR FAILURE TO PROVIDE GOODS, PRODUCTS, OR SERVICES, FULLY OR PARTIALLY, AND CLIENT WAIVES ANY CLAIMS, CAUSES OF ACTION, DAMAGES, INCLUDING WITHOUT LIMITATION, DEATH OR INJURY TO PERSONS, PETS, OR PROPERTY, OR OTHER LOSS OR EXPENSE, ACCIDENT, DELAY, OR INCONVENIENCE, OR ANY OTHER MATTER WHATSOEVER AGAINST VIP, ITS OFFICERS, EMPLOYEES, AND AGENTS ARISING THEREFROM.
21. DISCLAIMER OF WARRANTIES. THERE ARE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, OF MERCHANTABILITY, FITNESS, SUITABILITY OF THE PACKAGES FOR ANY PARTICULAR PURPOSE, OR OTHERWISE, NOTWITHSTANDING ANY COURSE OF PERFORMANCE, USAGE OF TRADE OR LACK THEREOF. WITHOUT LIMITATION OF ANY DISCLAIMERS SET FORTH IN THE AGREEMENT, VIP AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTY OF ANY KIND AND ALL PACKAGES ARE PROVIDED ON AN “AS IS” BASIS.
22. FORCE MAJEURE AND DISCLAIMERS. VIP SHALL NOT BE LIABLE FOR AND WILL MAKE NO REFUND FOR ANY LOSS, DAMAGE, DELAY, CANCELLATION, ACT OF GOD, OVERBOOKING, STRIKE, ACTS OF WAR, TERRORISM, DISEASE OR OTHER FORCE MAJEURE EVENT OR OTHER CAUSE BEYOND ITS DIRECT CONTROL OR FAILURE TO PERFORM DUE TO ANY DELAY OR FAILURE IN PERFORMANCE (1) BECAUSE OF COMPLIANCE WITH ANY ORDER, REGULATION, REQUEST OR CONTROL OF ANY GOVERNMENTAL AUTHORITY OF ANY NATION OR AGENCY; OR (2) WHEN THE SERVICES OR EVENTS PROVIDED IN THE PACKAGES ARE INTERRUPTED, UNAVAILABLE OR INADEQUATE DUE TO ANY CAUSE BEYOND ITS DIRECT CONTROL; OR (3) DUE TO CLIENT’S FAILURE TO ABIDE BY VIP’S, A THIRD PARTY’S, OR GOVERNMENT’S LAWS AND RULES OR TERMS AND CONDITIONS; OR (4) FOR ANY OTHER CAUSE WHATSOEVER WHICH IS NOT WITHIN THE DIRECT CONTROL OF VIP.
WITHOUT ANY LIMITATION OF THE FOREGOING, VIP HAS NO RESPONSIBILITY FOR REIMBURSING CLIENT FOR ALL OR ANY PART OF THE PRICE OF A PACKAGE OR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR RE-ROUTING CAUSED BY ANY ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER OR GOVERNMENTAL AUTHORITY AND SHALL NOT BE REQUIRED TO PROVIDE ANY ADDITIONAL ACCOMMODATIONS OR SERVICES. NOTWITHSTANDING THE PROVISIONS OF THIS ARTICLE, CLIENT SHALL NOT BE RELIEVED OF ANY OBLIGATION TO MAKE PAYMENTS UNDER THE AGREEMENT.
23. LIMITATIONS OF ACTIONS. IF CLIENT DESIRES TO BRING AN ACTION AGAINST VIP, ITS OFFICERS, EMPLOYEES, OR AGENTS, CLIENT MUST INSTITUTE THE ACTION WITHIN ONE YEAR FROM THE DATE OF THE ALLEGED CAUSE OF ACTION.
24. INDEMNITY. Client, at its sole risk, shall indemnify, hold harmless, and defend VIP and any Third Party Provider, and their officers, employees, and agents from and against any and all claims, causes of action, or demand for costs, losses, fines, penalties, expenses, and liabilities for any damage to property or the environment, injury and/or death to persons or pets resulting from the acts, omissions, negligence, violation of any Laws, Rules, or willful misconduct, of the Client or other persons associated with, acting for, under the authority of, or permission of the Client.
25. LIMITATION OF LIABILITY. IN NO EVENT SHALL VIP AND/OR ITS OFFICERS, EMPLOYEES, OR AGENTS OR ANY THIRD PARTY PROVIDER BE LIABLE FOR PROSPECTIVE OR SPECULATIVE PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
IN THE EVENT THAT VIP OR ANY THIRD PARTY PROVIDER IS FOUND LIABLE FOR ANY LOSS OR DAMAGE AS PROVIDED HEREIN, VIP’S AND THE THIRD PARTY PROVIDER’S LIABILITY SHALL NOT EXCEED, IN AGGREGATE, THE GREATER OF ONE HUNDRED DOLLARS (US$100) OR THE MINIMUM ALLOWED BY APPLICABLE LAW, WHICHEVER IS GREATER.
IN NO EVENT SHALL VIP AND/OR ITS OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO CLIENT, ITS OFFICERS, EMPLOYEES, AGENTS, UNDERWRITERS, OR ANY OTHER PERSONS OR ENTITIES, FOR NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER CLAIM, CAUSE OF ACTION, OR ANY OTHER MATTER WHATSOEVER, IN TORT. CLIENT, ITS OFFICERS, EMPLOYEES, AGENTS, UNDERWRITERS, INSURERS, AND ANY OTHER PERSONS OR ENTITIES WAIVE ALL RIGHTS OF SUBROGATION AND THEIR INDIVIDUAL OR COLLECTIVE SOLE REMEDY SHALL BE IN CONTRACT IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
26. GOVERNING LAW AND JURISDICTION. The Agreement shall be construed and solely governed by the laws of the State of Florida notwithstanding its choice of law rules. Any Agreement and transactions governed by VIP’s Terms and Conditions, Invoice, and any other applicable agreements shall be considered to have been entered into and consummated in Miami, Miami-Dade County, Florida USA. Client and all parties further agree to submit themselves exclusively to a court of competent jurisdiction in Miami-Dade County, Florida USA. CLIENT AND ALL PARTIES AGREE THAT THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF APPLICABLE, SHALL NOT APPLY TO THIS AGREEMENT AND THE PARTIES EXPRESSLY WAIVE ITS APPLICATION AND ANY RIGHTS PROVIDED THEREUNDER.
27. ENTIRE AGREEMENT, MODIFICATION AND ASSIGNMENT. The Agreement supersedes all other communications, representations, understandings, and agreements, whether written or oral, between the parties with respect to the subject matter hereof and constitute the entire agreement of the parties. Except as otherwise provided herein, VIP’s invoice cannot be changed, modified, or revised unless in writing and signed by VIP. Client shall not assign all or any part of the Agreement or any rights hereunder without the prior written consent of VIP.
28. WAIVER, SEVERABILITY AND HEADINGS. No waiver of any default by VIP or any of the obligations of conditions imposed by these terms and conditions or the Packages shall be construed as waiving any other default, whether prior or subsequent, or any of the obligations or conditions imposed herein. If any provisions of the Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provisions, and the Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained herein. The section headings herein have been inserted as a matter of convenience for reference only and shall not control or affect the meaning or construction of any of the terms or provisions hereof.
