terms of service

Please read these Terms of Service (these “Terms”) carefully as they form a contract between you and Panamind, LLC d/b/a VSE Digital Media (“VSE”, “we”, “us”, or “our”)  that governs your access and use of

(i) any services, tasks, projects, deliverables or products provided by VSE;
(ii) the VSE websites or applications; and
(iii) any written or electronic use or features or other documentation provided or made available by VSE xvthrough the website located at www.vsedigitalmedia.com (together and individually the “Service(s)”).

By registering, acquiring, using, or requesting the use of any of the Services you agree to be bound by these Terms and all amendments and/or changes made from time to time. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to VSE that you have the authority to legally bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with VSE and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

You are confirming that all information provided to VSE when using or agreeing to use the Services, including the use of VSE’s websites (such information being the “Registration Data”), is true, accurate, current and complete information about yourself, and you must maintain and promptly update this information to keep it true, accurate, current and complete. The Registration Data includes, but is not limited to, your name, email, billing information and payment information.

You are confirming that you are at least 18 years old, and that you agree to be bound by these Terms, and you acknowledge that VSE may change any of these terms at any time. When these Terms are changed, the changes will appear on this website. Your use of the Services after any changes have been posted will constitute your agreement to the modified Terms. Therefore, you should read these Terms from time to time.

You are responsible for providing your own content. Any files and assets you upload to a shared drive (“Your Content”) or submitted through email are considered your content. All materials and content submitted to us when creating your projects remain your property.  We do not provide any copyrights, trademarks, or licenses research when using your content. What you provide, shall be used as-is and you are held liable for the published work VSE submits back to you.

Responsibility for Your Content: You understand that you are solely responsible for Your Content. You are held 100% liable for all content submitted and their use in completed work, including any infringement on intellectual property rights. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.

Rights You Grant VSE: By posting Your Content, you grant VSE a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Services and to promote VSE. VSE will never claim ownership of your content, however, we reserve the right to use published or unpublished work on our website and in advertising materials. You will still own exclusive rights to your content and any licenses you own remain yours. You simply grant us permission to use.

Reporting Unauthorized Content: If content that you own or have rights to has been posted to the Services without your permission and you want it removed, contact us. If Your Content infringes another person’s intellectual property, we will remove it if we receive proper notice.

Inappropriate, False or Misleading Content: You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

Subscribers may upgrade or downgrade their website plan at any time. Downgrading plans may result in loss of features.

VSE offers plans (the “Plans”) at their respective USD amounts (the “Monthly Amounts”) at all times at www.vsedigitalmedia.com/plans. You are required to give at least 15 days notice when canceling your plan, excluding the first month as a first-time VSE user. After requesting cancellation, your plan will remain effective until the end of your current month’s billing cycle. Please contact VSE via your dashboard or email us at support@vsedigitalmedia.com to change plans or cancel.

Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes or setup fees) in full, in such amounts and for such billing frequency as specified during registration.

You will pay VSE the then applicable fees described in the invoice for the Services in accordance with the terms therein adjusted for any discounts (the “Fees”), regardless of being higher than any quotes or estimates provided to you before or during the time period the Services were provided.

You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). We reserve the right to terminate your account in the event of non-payment of amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this section.

We reserve the right to change our fees upon 5 days’ advance notice. By continuing to use the Services, you accept such changes. It is your responsibility to review the VSE pricing page or inquire VSE about the latest prices and fee structure. If you believe that VSE has billed you incorrectly, you must contact VSE no later than 7 days after receiving an email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to support@vsedigitalmedia.com.

You hereby authorize VSE to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by VSE or mutually agreed to between you and VSE).

VSE may choose to bill through an invoice or a custom processing method. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by VSE no later than seven (7) days after the earliest of the emailing date of the invoice, and the date of the attempted charge to credit card or other payment method, unless otherwise has been agreed with VSE in writing.

If you are using the Services on behalf of an organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to VSE, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.

All software and creative assets while actively enrolled with us are yours to keep and own once the Services have been rendered complete and delivered, and/or published live. VSE reserves the right to retain ownership on Services rendered during any and all stages up to and including completed and published websites. Services performed on approved 3rd party accounts provided by you will remain functioning and in your ownership. VSE does not provide support for your owned accounts and does not guarantee functionality after leaving our applications.

Subscribers are welcome to cancel their plan at any time if they are not happy with VSE's service. VSE will temporarily take down the subscriber's website with the ability to reactivate it if the subscriber wishes to reactivate their plan. VSE remains the owner of its subscriber websites for security, hosting and maintenance.

This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service. We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

All sections of this Agreement, which by their nature should survive termination, will survive termination This includes, but is not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Website subscribers always have the option to buy out their website at any time. For example, if the subscriber outgrows our service and wishes to still utilize the VSE developed site, they can buy out the website and we will transfer ownership. The subscriber will then become responsible for all hosting, domain, and security.

All subscriber websites are hosted via Webflow hosting services. VSE is not responsible for any hosting-related technical difficulties, downtime, or data loss. VSE will however represent the subscriber and work with Webflow to troubleshoot any technical difficulties that may arise.

The site is provided on an as-is and as-available basis. You agree that your use of the site and our service will be at your full risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any:

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising.

VSE shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by VSE or by third-party providers, or because of other causes beyond VSE’ reasonable control, but VSE shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, VSE does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND VSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

There may be information on the website that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the website at any time, without prior notice.

You will indemnify, defend, and hold harmless VSE, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to:

(a) use of the Services by you or your agents, including any Customer Data provided by you or your agents and any payment obligations incurred through use of the Services;
(b) any contract entered into by you or your agents;
(c) failure to comply with these terms by you or your agents;
(d) failure to comply with applicable law by you or your agents;
(e) negligence, willful misconduct, or fraud by you or your agents; and
(f) defamation, libel, violation of privacy rights, unfair competition, or infringement or allegations thereof of registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent caused by you or your agents. VSE will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, VSE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND VSE’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO VSE FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

At VSE, we respect the privacy of our users. For details please see our Privacy Policy. By using VSE, you consent to our collection and use of personal data as outlined therein.

We reserve the right, but not the obligation to:

• Take appropriate legal action against anyone who, in our sole discretion, violates the law of these Terms of Service, including without limitation, reporting such user to law enforcement authorities.
• In our sole discretion and without limitation, refuse, restrict access to, limited the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof.
• In our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems. You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise. Manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.