Please read these terms carefully before using our website or services.
Last Updated: July 18, 2025
Welcome to WHITNEY FDCV LLC. By accessing and using the website at https://www.whitneyfd.shop (the "Site"), or by engaging any of the computer systems design, IT infrastructure, cloud solutions, cybersecurity, data analytics, or managed IT support services (collectively, the "Services") provided by WHITNEY FDCV LLC ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service (the "Terms"). If you do not agree to all of these Terms, you must not access the Site or use our Services.
WHITNEY FDCV LLC is a limited liability company organized under the laws of the State of Ohio, with its principal place of business at 15843 S 35TH WAY, PHOENIX, OH 85048. These Terms constitute a legally binding agreement between you ("Client," "User," or "you") and WHITNEY FDCV LLC. By using our Site or Services, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms.
For the purposes of these Terms, the following definitions apply:
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal business purposes or personal information gathering. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from the Site without our prior written consent.
You agree not to use the Site or Services for any unlawful purpose or in violation of these Terms. Prohibited uses include, but are not limited to:
The specific Services to be provided by WHITNEY FDCV LLC to a Client shall be described in one or more Service Agreements, statements of work, proposals, or order forms executed by both parties. Each Service Agreement will set forth the scope of work, deliverables, timelines, fees, payment terms, and any applicable service level agreements (SLAs). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall govern with respect to the specific Services covered therein.
As a condition of receiving Services, the Client agrees to:
Either party may propose changes to the scope of Services by providing written notice to the other party. Any changes to the scope, fees, or timelines must be agreed upon in writing and executed as an amendment to the applicable Service Agreement. WHITNEY FDCV LLC reserves the right to adjust pricing for ongoing managed services upon 30 days' written notice to the Client.
The fees for Services shall be as set forth in the applicable Service Agreement, proposal, or invoice. Unless otherwise stated, all fees are quoted in United States Dollars (USD) and are exclusive of any applicable taxes, duties, or similar government assessments.
Invoices are due and payable within the timeframe specified in the applicable Service Agreement or invoice (typically net 30 days from the invoice date, unless otherwise agreed). Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. The Client shall be responsible for all reasonable costs and expenses incurred by WHITNEY FDCV LLC in collecting overdue amounts, including reasonable attorneys' fees.
The Client is responsible for all sales, use, value-added, goods and services, withholding, and other taxes or governmental charges that are imposed or assessed upon the Services, excluding taxes based on WHITNEY FDCV LLC's net income. If we are required to pay any such taxes, the Client shall reimburse us for those amounts.
All Intellectual Property rights in and to the Site, our methodologies, frameworks, tools, pre-existing software libraries, templates, and deliverables (excluding any Client-owned materials) shall remain the sole and exclusive property of WHITNEY FDCV LLC. Unless otherwise expressly agreed in a Service Agreement, we grant the Client a non-exclusive, non-transferable, perpetual license to use any deliverables created specifically for the Client solely for the Client's internal business purposes.
All Intellectual Property rights in and to any materials, data, software, or information provided by the Client to WHITNEY FDCV LLC remain the property of the Client. The Client grants us a limited, non-exclusive license to use such materials solely for the purpose of providing the Services.
If the Client provides any suggestions, ideas, enhancement requests, or other feedback regarding our Services, we may use such feedback without any obligation of compensation, attribution, or confidentiality.
Each party agrees to hold the other party's Confidential Information in strict confidence and to use it solely for the purposes of performing obligations under these Terms and any applicable Service Agreement. Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except to those employees, contractors, and professional advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
The receiving party shall protect the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable standard of care. These confidentiality obligations shall survive the termination or expiration of these Terms and any Service Agreement for a period of five (5) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice and an opportunity to seek a protective order.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WHITNEY FDCV LLC DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHITNEY FDCV LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF WHITNEY FDCV LLC FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO WHITNEY FDCV LLC DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP IS CUMULATIVE AND, FOR CLIENTS WITH MULTIPLE SERVICE AGREEMENTS, APPLIES TO ALL CLAIMS COLLECTIVELY.
The Client agrees to defend, indemnify, and hold harmless WHITNEY FDCV LLC, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the Site or Services in violation of these Terms; (b) the Client's violation of any applicable law or the rights of any third party; (c) any data, content, or materials provided by the Client; or (d) the Client's negligence or willful misconduct.
WHITNEY FDCV LLC agrees to defend, indemnify, and hold harmless the Client from and against any third-party claim that any deliverable created by us and provided to the Client infringes a valid United States copyright, patent, or trademark, provided that the Client promptly notifies us in writing of the claim and gives us sole control over the defense and settlement of the claim. If an infringement claim is made or we believe one is likely, we may, at our option and expense: (a) procure the right for the Client to continue using the deliverable; (b) modify the deliverable to make it non-infringing; or (c) terminate the applicable Service Agreement and refund the fees paid for the infringing deliverable.
Either party may terminate a Service Agreement for convenience by providing the other party with written notice as specified in the applicable Service Agreement (typically 30 to 60 days). In the event of termination for convenience, the Client shall pay WHITNEY FDCV LLC for all Services rendered and expenses incurred through the effective date of termination.
Either party may terminate a Service Agreement immediately upon written notice if the other party: (a) commits a material breach of the Terms or the Service Agreement and fails to cure such breach within 30 days after receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or is subject to any proceeding under bankruptcy or insolvency laws; or (c) ceases to conduct business in the ordinary course.
Upon termination of a Service Agreement: (a) the Client shall pay all outstanding amounts due; (b) each party shall return or destroy the other party's Confidential Information in its possession; (c) any licenses granted to the Client shall terminate; and (d) the provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Dispute Resolution).
These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiations. The complaining party shall provide a written notice describing the dispute in reasonable detail, and the parties shall meet (in person or by video conference) within 30 days to attempt to resolve the matter informally.
If the parties cannot resolve a dispute through informal negotiations within 30 days, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be held in Phoenix, Arizona, and conducted in English. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.
To the maximum extent permitted by applicable law, all disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.
These Terms, together with any applicable Service Agreements and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right. No waiver of any provision shall be effective unless made in writing and signed by the party against whom the waiver is asserted.
The Client may not assign or transfer these Terms or any Service Agreement, in whole or in part, without the prior written consent of WHITNEY FDCV LLC. We may assign or transfer these Terms or any Service Agreement freely, without the Client's consent, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
All notices under these Terms shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier, or sent by email to the addresses specified in the applicable Service Agreement or on our Site. Notices to WHITNEY FDCV LLC shall be sent to: 15843 S 35TH WAY, PHOENIX, OH 85048, or support@whitneyfd.shop.
Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, pandemics, public health emergencies, internet service provider failures, or power outages. The affected party shall give prompt notice and use reasonable efforts to mitigate the impact of the force majeure event.
WHITNEY FDCV LLC and the Client are independent contractors. Nothing in these Terms or any Service Agreement shall be construed to create an employment, partnership, joint venture, agency, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.
If you have any questions about these Terms, please contact us: