Terms of Service

VYPA Corporation Terms of Service

Agreement To Rules: By submitting an order form for any Flash Media Server (FMS) hosting services with VYPA Corporation, the client agrees to all rules, regulations, and statements made in this Service Agreement along with their consequences.

Purpose: All services provided by VYPA Corporation may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any United States law is prohibited. This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret or other common laws or statutes. Client warrants and represents that all material it provides to VYPA Corporation will accord with such rules, and agrees to indemnify, defend and hold harmless VYPA Corporation from any action or claim(s) resulting from or associated with the use of the service, which damages VYPA Corporation, Client or any other party(ies) in any way.

Description of Hosting Services: Hosting services include the hosting of Client's Video/Audio streams both live and recorded on shared or dedicated Flash Media Server enabled servers.

Payment Policy & Termination: VYPA Corporation’ current fees for the Services of streaming/hosting are set forth on the website. Client shall pay VYPA Corporation for hosting services at the time of account activation. Client shall pay the recurring monthly fees associated with streaming/hosting packages applicable. Recurring streaming/hosting charges will be charged to Client's on-file credit card each month on the closest business day to the start-date of the streaming/hosting account. These charges shall not change from month-to-month unless Client should expressly request an upgrade, downgrade, or other alteration of streaming/hosting. VYPA Corporation retains the right to adjust prices on any and all services. Price changes will take effect 30 days after being posted on the website. Acceptable methods of payment include MasterCard and Visa. Client can cancel account at any time. However, client must cancel its accounts prior to 14 days of renewal period to avoid billing in the next monthly billing period. Cancellations must be sent in writing or emailed to VYPA Corporation. VYPA Corporation reserves the right to terminate any hosting service if the customer breaches these terms & conditions. VYPA Corporation reserves the right to terminate any hosting service after the initial period in its sole discretion.

Regulation of Certain Content: Client accepts that it is Client's responsibility to prescreen and editorially control the content of Client's Web Page, if any, and the audio and/or video stream. VYPA Corporation reserves the right to request the removal of information in the audio and/or video streams brought to its attention which it deems detrimental to VYPA Corporation or any person. Client agrees not to include in the Web Page or in the audio and/or video stream any technology, information or material which violates or infringes any patent, trademark, copyright, trade secret or any other legal rights of any person, firm or corporation, or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. VYPA Corporation reserves the right to refuse service to anyone, in its sole discretion. To protect itself, VYPA Corporation may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Client's violation of these provisions and to any law enforcement agency serving a warrant or subpoena on VYPA Corporation. VYPA Corporation will be the sole arbiter as to what constitutes a violation of this provision. Client agrees to indemnify, defend and hold harmless VYPA Corporation from any claim(s) arising out of Client’s violation of these provisions.

Excessive Traffic: VYPA Corporation does not permit sites that use more than 10% of system resources, or sites which in VYPA Corporation’ view are detrimental to the enjoyment of VYPA Corporation services by VYPA Corporation’ other clients, or are in the sole and final judgment of VYPA Corporation, detrimental to network or business operations, or exceed the account's designated monthly allowed bandwidth usage. File download and system resource restrictions do not apply to dedicated servers; however, those servers that exceed their specified monthly traffic and bandwidth limits are subject to an extra monthly fee of $1.00 per each gigabyte of bandwidth transfer and $0.10 per each megabyte of disk space exceeding their monthly limits and/or restrictions placed on their account by VYPA Corporation, at the sole discretion of VYPA Corporation.

Warranties: VYPA Corporation makes no warranties of any kind, whether expressed or implied, for the service it is providing. VYPA Corporation also disclaims any warranty, express or implied, of merchantability or fitness for a particular purpose. VYPA Corporation will not be responsible for any damage suffered. This includes loss of data resulting from delays, non deliveries, mis-deliveries, or service interruptions caused by VYPA Corporation’ negligence or the subscriber's errors or omissions. Use of any information obtained via VYPA Corporation is at your own risk. VYPA Corporation specifically denies any responsibility for the accuracy or quality of information obtained through its services.

Interruption of Service: You hereby acknowledge and agree that VYPA Corporation will not be liable for any temporary delay, outages or interruptions of the Services. Further, VYPA Corporation shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
Maintenance: You hereby acknowledge and agree that VYPA Corporation reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. VYPA Corporation will use best efforts to notify you of pending maintenance however at no time is VYPA Corporation under any obligation to inform you of such maintenance.

Termination of Service: Services will be suspended or terminated on the payment due date if Client fails to pay any amount when due. The contents will be deleted and will require then current encoding and upload charges to reinstate the material. VYPA Corporation reserves the right to terminate any customer and any and all services for any reason. A waiver of or failure to enforce this or any other provision by VYPA Corporation does not constitute a continuing waiver or a waiver of any other of VYPA Corporation’ rights at law or in equity.

Upgrading or Downgrading Services: VYPA Corporation services may be upgraded or downgraded at anytime via e-mail and will take effect beginning on the next billing date. All charges incurred prior to the next billing date will be billed at the current service plan rates. The new rates will take effect on the first day of your next billing cycle.

Force Majeure: VYPA Corporation is excused from any failure or delay in performance of responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such causes shall include without limitation fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses and incompatible or defective equipment, software or services not supplied by VYPA Corporation.
Confidentiality and Trade Secrets: (a) Confidentiality: Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including without limitation technical information and development techniques, business and financial information, visitor and/or customer lists and other information designated by a party as confidential or proprietary. Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, or (iii) information received by a party from a third party who was free to disclose it. Each party agrees that during the term of this Agreement and at all times thereafter it shall not use, commercialize or disclose the other party's Confidential Information except in performing its obligations under this Agreement. Each party shall use the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than due diligence and care. Neither party shall alter or remove from any Confidential Information of the other party any proprietary, copyright, trademark or trade secret legend. (b) Trade Secrets: VYPA Corporation represents that its hardware and software configurations are trade secrets. Client shall not access internal components of hardware; source codes or object codes of software or any other internal hardware or software configurations by either direct means or by means of any process of reverse engineering. Client agrees that by failing to comply with this provision, it shall be assessed a penalty of not less than $10,000.00. By assessing this penalty VYPA Corporation does not waive its right to use any other legal remedy available to them including the remedies set forth in §30-14-410 et. seq. The Uniform Trade Secrets Act.

Injunctive Relief: The parties acknowledge that violation by one party of any or all of the provisions of Confidentiality and Trade Secrets, above, would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that temporary and permanent injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

Limitation of Liabilities: The following provisions are material conditions of this Agreement and reflect a fair allocation of risk: (a) Remedies. Client agrees that if VYPA Corporation violates any warranty or other provision of this Agreement and VYPA Corporation in its sole discretion determines that repair or other corrective action is not economically or technically feasible, Client's sole and exclusive remedy will be to seek a refund of up to the amount paid by Client to VYPA Corporation for services rendered hereunder during the previous one (1) month.


Disputes, Choice of Law: Except actions for certain injunctive relief authorized which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes shall be submitted to a single arbitrator for binding arbitration under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be limited to remedies otherwise available in court and shall include a written explanation of the decision. The disputants shall equally share in the costs incurred by invoking the arbitration process. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND FLORIDA FOR AGREEMENTS ENTERED INTO AND TO BE WHOLLY PERFORMED THEREIN, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN BROWARD COUNTY, FLORIDA.

Export Regulations: The transfer of technology across national boundaries is regulated by the US Government. Client agrees not to export or re-export (including by way of electronic transmission) any data or technology derived from its audio and/or video stream without first obtaining any required export license or governmental approval. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by US regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the US Department of Commerce. This provision and the assurances made herein shall survive termination of this Agreement.

Cancellation of Service by Client: Client shall have the right to terminate service unless an VYPA Corporation Written Agreement specifies otherwise. Prior to cancellation of service, Client is responsible for removing their materials from their allotted space on VYPA Corporation’ servers. VYPA Corporation will not be responsible for storage and preservation of Client's materials at any time. VYPA Corporation reserves the right to immediately collect up to the total of any charges associated with the account that have not been satisfactorily paid by charging the client’s Credit Card on file.

Effective Date of Cancellation: Upon receipt of written notice from client, followed by written acknowledgement from VYPA Corporation to cancel the service, the Effective Date of Cancellation shall be the end of the current billing cycle for all VYPA Corporation accounts. No refunds will be made for the current billing cycle. All monies due, but not limited to, for Bandwidth, Server Space, Application Hosting and all other services offered by VYPA Corporation are due upon cancellation of service.

Notices: All notices given hereunder must be in writing and transmitted by E-mail, Fax, U.S. Mail, return receipt requested, or special courier service (Fed Ex, UPS, etc.).

Miscellaneous: This is the entire Agreement between the parties. This Service Agreement supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Headings are for reference purposes only and have no substantive effect. Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Use of VYPA Corporation’ services constitutes acceptance of this Agreement. All other terms shall be negotiated in good faith.