1. MEMBERSHIP: The member shall be the sole owner of the membership. Membership may not be shared under any circumstance with other retail establishments other than that belonging to member. The membership shall entitle member to access of products on VC’s website as well as all benefits of membership which member qualifies for.
2. TERM: The term of this agreement shall commence as of the effective date and shall continue unless terminated by either party.
3. ORDERS: All orders taken by VC shall be subject to acceptance or rejection. VC in its sole discretion will determine acceptance or rejection of orders, credits, discounts, allowances, refunds to be granted to members, acceptance or returns of products, cancellation of sales at anytime (in whole or in part), and price or price reductions which may be granted to a customer. As between VC and member, the shipment of products in whole or partial satisfaction shall not constitute acceptance of any of the terms and conditions included in such order to the extent such terms and conditions are in conflict with this agreement. All orders placed with VC shall be governed by this agreement.
4. SUPPLY: Whenever a product is in short supply, VC may allocate the available supply to members who have ordered an item at its sole and absolute discretion.
5. RETURNS: Buyer agrees that all merchandise returns must be accompanied by a Return Authorization Number (RA#). All returns are subject to VC’s return policy posted on the VC website.
6. MEMBER SERVICES: To assure our members of continued excellence in services, VC representatives will occasionally record and monitor calls.
7. TERMINATION: Member may cancel membership at anytime with a final written notice of termination. Notice of termination shall be in writing subscribed by the member and mailed by registered or certified United States mail to VC at least thirty (30) days prior to the next monthly billing date at the address specified on the VC website. All written notices of cancellation shall be certified or registered mail, return receipt requested. Cancellation forms may be obtained by contacting a VC member services representative. VC reserves the right to suspend or cancel membership at anytime.
8. PRODUCT CHANGES: Jewelry or objects shown in photographs used to show pertinent features of a product are for illustrative purposes only. VC reserves the right to make changes in the product design for any product at any time. In the event of a major change due to circumstances beyond our control, VC will contact member via email of the proposed changes. Member will have the right to cancel their order for the item and not be subject to any restocking charge. Member must respond to email within three business days and will be given a confirmation number via email. If a member does not respond to a notification email within three business days, member will have consented to the changes proposed for the manufacturing of the product and is responsible for purchasing the product.
9. WEBSITE CONTENT, PRINT, and PROMOTIONAL MATERIALS: We are not responsible for typographical errors. Prices are subject to change without prior notice.
10. TRADEMARKS: This agreement does not grant the use of any trademarks owned by VC or any other corporation without express written consent for such use. For use of any Trademark(s) owned by VC, a trademark License Agreement must be executed separately from this agreement.
11. PROPERTY OF VC: All designs and any intellectual property developed by VC shall be deemed and remain the property of VC during and after the term of this agreement. Any letters, photographs or products sent to VC become our property unless specifically stated otherwise in writing. We reserve the right to publish any such materials.
12. GOVERNING LAW AND ARBITRATION: This Agreement has been negotiated at arms-length and the provisions of this Agreement shall not be construed to favor either of the parties hereto. This Agreement is made and shall be constructed in all respects in accordance with the laws of the state of New York without regard to its conflicts of law principles. Any controversy or claim arising out of or relating to this Agreement shall be finally settled by arbitration, to be conducted in New York City, applying New York law, but otherwise and in accordance with the International Arbitration Association Rules then obtaining and any judgment on the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.
13. ENFORCEMENT: Any provision of this Agreement which is finally determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such provision and jurisdiction only, be deemed severed to the extent of such prohibition or unenforceability and, subject to such severance, this Agreement shall continue in force and effect in accordance with its other terms and conditions.
14. ENTIRE UNDERSTANDING; NO WAIVER
14.1 This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof. VC reserves the right to modify the terms of this agreement in its sole and absolute discretion and will post such changes on its website.
14.2 The failure by any party hereto to object to any breach of this Agreement, or to enforce at any time or for any period any provision of this Agreement, shall not constitute a waiver of such provision or of such party’s rights or remedies, or consent to the modification of the Agreement.
15. ASSIGNMENT AND TRANSFERIBILITY: Member may not, under any circumstance, assign its rights or delegate its obligations hereunder, in whole or in part, to any third party without the prior written consent from VC. Such assignment or delegation, in the absence of such consent, shall be void and without effect.
16. INDEMNIFICATION: Member agrees to indemnify, defend and hold harmless VC and its officers, directors, agents, employees, shareholders, legal representatives, consultants, successors, assigns and related entities; and each of them from any and all claims, actions and suits; and from and against any and all liabilities, judgments, losses, damages, costs, charges, attorneys’ fees (whether incurred in any action between VC and Member or between VC and any third party) and other expenses of every nature and character arising out of or in any way connected with (i) any misconduct by VC and its respective officers, directors, employees or agents; and (ii) any breach by VC of any warranty, representation, covenant or other agreement made by VC herein. Member further agrees that the provisions contained in this section shall survive the termination or expiration of this Agreement.
17. GENDER: All words used herein shall be understood and construed to be of such gender or number as the circumstances may require.
18. HEADING: The heading herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
19. NON-WAIVER FOR DELAY OR NON-ENFORCEMENT: None of the terms of this Agreement shall be deemed to be waived or modified, except by an express agreement in writing signed by the party against whom enforcement of such waiver or modification is sought. The failure or delay of a party hereto to enforce any of its rights under this Agreement shall not be deemed a continuing waiver or a modification by such party of any such rights under this Agreement and a party may, within the time provided by applicable law, commence appropriate legal or equitable proceedings to enforce any or all of its rights under this Agreement and any prior failure or delay to enforce such rights shall not constitute a defense.
20. ARBITRATION: Any and all disputes, differences, or any other type of controversy arising out of or in relation to this Agreement, including as to the meaning or interpretation of any provision hereof, shall be resolved by arbitration in the City of New York, pursuant to the commercial rules then obtaining of the American Arbitration Association. Only one (1) arbitrator shall be required. The award of the arbitrator shall be final and binding and judgment may be entered thereon in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York, which the parties agree shall be the courts having exclusive jurisdiction. The arbitrator, sitting in such controversy shall have no power to alter or modify any express provision of this Agreement, nor to make any award which by its terms effects any such alteration or modification. The award and decision of the arbitrator must provide for an award to the prevailing party of reasonable attorneys' fees and costs. Nothing contained herein shall preclude a party from seeking from a court of competent jurisdiction any provisional remedy in aid of arbitration, including, but not limited to, injunction, attachment or replevin, pending the determination of any claim or controversy in arbitration. An award of reasonable legal fees shall also be available to the prevailing party in any permitted legal proceeding.
21. MISCELLANEOUS:
21.1 This Agreement will be considered executed once the signed Membership Agreement has been received by VC
21.2 Should any of the provisions of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms of any provisions shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same.
21.3 The provisions of this Agreement relating to ownership of Product improvements, indemnification, payment and accountings, confidentiality, waiver and release, arbitration, and jurisdiction and venue shall survive the expiration or termination of this Agreement.
21.4 The recitals first above set forth, if any, and the attached schedules and exhibits, if any, shall form a part of this Agreement and are incorporated into this Agreement by this reference.
22. MUTUAL REPRESENTATIONS AND WARRANTY: Each party hereby represents warrants and covenants to and for the benefit of the other, that it is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with the corporate power and authority to execute, deliver and perform this Agreement; that this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms; and that the execution and delivery of this Agreement will not cause it to breach or be in breach any other agreement or commitment to which it is a party.
