| AUCTIONS SERVICES USER AGREEMENT
THE FOLLOWING USER AGREES OUTLINES THE TERMS ON WHICH VBM Shops LLC ("VBMShops") ALLOWS YOU ACCESS TO AND USE OF OUR SERVICES ON VBMShops.com.
1. INTRODUCTION
Welcome to the user agreement (the "Agreement" or "User Agreement") for VBMShops.com. By using the services on VBMShops.com you are agreeing to these and conditions contained in this Agreement.
A. General. This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of VBMShops.com (the "Site").
B. Questions. Please refer to the VBMShops.com FAQ.
C. Acceptance. Before you become a member of VBMShops.com, you must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference.
D. Other sites. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and Web sites referred to in this document, as they may contain further terms and conditions that apply to you as a VBMShops.com user.
Please note: Links to other sites can be identified by underlined words and phrases in the body of this document.
2. AMENDMENTS
A. VBM Shops LLC amendments. VBM Shops LLC reserves the right to amend this Agreement at any time by posting the amended terms on VBMShops.com. Except as stated below, all amended terms shall automatically be effective fifteen (15) days after they are initially posted on VBMShops.com.
B. Effective date. This agreement is effective upon acceptance in registration for new registering users, and is otherwise effective on August 20, 2009 for all users. The previous amendment to this Agreement was effective for all users on July 15, 2008.
3. MEMBERSHIP ELIGIBILITY
A. Availability. Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Those individuals unable to form legally binding contracts may not use the services of VBMShops.com. These individuals include, but are not limited to, children (persons under the age of 18), the mentally incompetent, or those persons who are temporarily or indefinitely suspended as VBMShops.com members.
B. Minors. If you are a under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site.
C. Transferability. Further, your VBMShops.com account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
4. FEES AND SERVICES
A. General Fees. Joining and bidding on items at VBMShops.com is free. We do charge fees for listing items for sale through our Site. When you list an item you have an opportunity to review and accept the fees that you will be charged. Our Fee Policy is available and is incorporated into this Agreement by reference.
B. Fee Changes. We may occasionally change our Fees Policy and the fees for our services. Our changes to the policy are effective after we provide you with at least fifteen (15) days' notice of the changes by posting the changes on VBMShops.com. However, we may choose to temporarily change our Fee Policy and the fees for our services for promotional events and such changes are effective immediately. We may, in our sole discretion, change some or all of our services at any time.
C. New Services. In the event we introduce a new service, the fees for that service are effective immediately upon the launch of the service. Fees are quoted only in US dollars, unless otherwise stated. You are responsible for paying all fees associated with using the services of VBMShops.com and all applicable taxes.
5. VBMShops.com IS A VENUE
A. Status. VBMShops.com is not an Auctioneer. We are commonly referred to as an online auction Web site, but it is important to understand that we are not a traditional "auctioneer." We are merely a venue that allows people to offer products for sale and allow people to buy jewelry and related items, at anytime, from anywhere, in a variety of pricing formats, including a fixed price format and an auction-style format most commonly referred to as "online auctions" or "auctions." Unlike traditional auction houses, we are not involved in the actual transaction between buyers and sellers.
B. Control of products offered. As a result of our status as a venue, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We cannot ensure that a buyer or seller will actually complete a transaction.
C. Fixed Price Marketplace. VBMShops.com also has an area of VBMShops.com that gives you the ability to purchase items at a fixed price from other users. This area is also a venue, but is different in that it allows users to find and purchase items from other users at a fixed price.
D. Identity Verification. We frequently verify the accuracy of the information our users provide us when they register on VBMShops.com. However, due to the expense and difficulty of verifying this information, VBM Shops LLC cannot and does not confirm each user's purported identity. As a result, we have established a system based on user-initiated feedback that is designed to help you evaluate with whom you are dealing. We also provide tools that allow you to communicate directly with potential trading partners. We encourage you to use these tools to communicate with these other users. You may also wish to consider using a third party escrow service or services that provide additional user verification
E. Release. Because we are a venue and not an auctioneer, in the event that you have a dispute with one or more users, you hereby release VBM Shops LLC, its officers, members, agents, subsidiaries, partners, joint ventures and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Note to California residents: If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You will not hold VBM Shops LLC responsible for other users' content, actions or inactions, or items they list. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of users’ content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2), under which the seller transfers legal ownership of an item upon physical delivery of the item to the buyer. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2). Further, we cannot guarantee continuous or secure access to our services, and operation of VBMShops.com may be interfered with by numerous factors outside of our control.
F. Information Control. We have no control over the information provided by other users that is made available to you through our system. As a result, you may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using VBMShops.com. Please note that although we attempt to verify all users, there are also risks of dealing with underage persons or people acting under false pretense. Further, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and VBM Shops LLC is not responsible for the acts or omissions of users on VBMShops.com.
6. BIDDING AND BUYING
A. Obligations. As a buyer, you are obligated to complete the transaction with the seller:
1. if you purchase an item through one of our fixed price formats; or
2. if you are the highest bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller.
B. Bidding. By entering a bid on an item you agree to be bound by the conditions of sale included in the item's description unless these conditions of sale are in violation of this Agreement or unlawful. Bids are final and not retractable except in exceptional circumstances, such as:
1. when the seller materially changes the item's description after you bid;
2. a clear typographical error is made;
3. you cannot authenticate the seller's identity; or
4. when the seller does not confirm your purchase in the fixed-price area of our services.
7. LISTING AND SELLING
A. Listing Parameters.
1. You must be legally able to sell the item(s) you list for sale on VBMShops.com.
2. You must describe your item and all terms of sale on the listing page of VBMShops.com.
3. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item.
4. All items in multiple item listings must be identical.
B. Binding Bids. If you receive at least one bid at or above your stated minimum price (or in the case of reserve auctions, at or above the reserve price), you are obligated as the seller to complete the transaction with the highest bidder upon the auction's completion, unless there is an exceptional circumstance, such as:
(a) the buyer fails to meet the terms of your listing (such as payment method), or
(b) you cannot authenticate the buyer's identity.
C. Fraud. Without limiting any other remedies, VBM Shops LLC reserves the right to suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with VBMShops.com.
D. Manipulation. Neither you, bidders, nor sellers may manipulate the price of any item nor may you interfere with other user's listings or transactions.
8. YOUR INFORMATION
A. Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area (including the forums and feedback area) or through any e-mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
B. Restricted Activities. Your Information (or any items listed) and your activities on VBMShops.com shall not:
1. be false, inaccurate or misleading;
2. be fraudulent or involve the sale of counterfeit or stolen items;
3. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
4. violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising);
5. be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
6. be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, must be posted only in the Mature Audiences section and shall be distributed only to people legally permitted to receive such content;
7. contain any viruses, Trojan horses, worms, time bombs, cancel bots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
8. create liability for VBM Shops LLC, or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
9. link directly or indirectly to or include descriptions of goods or services that:
(a) are prohibited under this Agreement;
(b) are identical to other items you have up for auction but are priced lower than your item's reserve or minimum bid amount;
(c) are concurrently listed for sale on a Web site other than VBMShops.com (this does not prevent linking to or advertising an VBMShops.com item from another Web site); or
(d) you do not have a right to link to or include.
Furthermore, you may not list any item on the VBMShops.com (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee, could cause us to violate any applicable law, statute, ordinance or regulation.
C. License. By using this site, you agree to allow VBM Shops LLC to use the information you supply us with, and in using this information, we are not violating any rights you might have in that information. You also agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. VBM Shops LLC will only use Your Information in accordance with our Privacy Policy.
9. ACCESS AND INTERFERENCE
A. Interference. VBMShops.com contains robot exclusion headers. Much of the information on VBMShops.com is updated on a real time basis and is proprietary or is licensed to VBM Shops LLC by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access VBMShops.com for any purpose without our express written permission. Additionally, you agree that you will not:
1. take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;
2. copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from VBMShops.com without the prior expressed written permission of VBM Shops LLC and the appropriate third party, as applicable; or
3. interfere or attempt to interfere with the proper working of VBMShops.com or any activities conducted on VBMShops.com or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to VBMShops.com.
10. FEEDBACK
Feedback is one of the most important means to ensure the safety of each bidder, buyer and seller. It is important that the accuracy and integrity of the system is not compromised.
A. Integrity. You may not take any actions that may undermine the integrity of the feedback system. We may limit the number of bids and listings you may place on VBMShops.com based upon the level of your feedback.
B. Export. Feedback on VBMShops.com consists of comments left by other users who have dealt with you and a composite feedback number compiled by VBM Shops LLC, and that the composite number without the comments does not convey your full user profile. Because feedback ratings are not designed for any purpose other than for facilitating safe trading between VBM Shops LLC users, you agree that you shall not market or export your VBMShops.com feedback rating in any venue other than a VBM Shops LLC operated Web site.
11. BREACH
Without limiting other remedies, we may limit your activity, immediately remove your bids or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if;
(a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us; or
(c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
12. PRIVACY
A. General. We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. The privacy of a user is very important, and we understand clearly that you and your information is one of our most important assets.
B. Storage. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Our current Privacy Policy is available elsewhere on the VBMShops.com site. If you object to your Information being transferred or used in this way please do not use our services.
13. NO WARRANTY
VBM Shops LLC, OUR SUBSIDIARIES, OFFICERS, MEMBERS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. VBM Shops LLC, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
14. LIABILITY LIMIT
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
15. INDEMNITY
You agree to indemnify and hold us and (as applicable) our subsidiaries, affiliates, officers, members, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
16. LEGAL COMPLIANCE
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
17. NO AGENCY
You and VBM Shops LLC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
18. NOTICES
Except as explicitly stated otherwise, any notices shall be given by postal mail to VBM Shops LLC Attn: Legal Department, 3005 White Heron Place, Charleston, SC 294114 (in the case of VBM Shops LLC) or to the e-mail address you provide to VBM Shops LLC during the registration process (in your case). Notice shall be deemed given twelve [12] hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to VBM Shops LLC during the registration process. In such case, notice shall be deemed given [7] days after the date of mailing.
19. RESOLUTION OF DISPUTES
A. General. In the event a dispute arises between you and VBM Shops LLC, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and VBM Shops LLC agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
This Agreement shall be governed in all respects by the laws of the State of South Carolina as they apply to agreements entered into and to be performed entirely within South Carolina between South Carolina residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against VBM Shops LLC must be resolved by a court located in Berkeley County, South Carolina, except as otherwise agreed by the parties or as described in the Alternative Dispute Resolution paragraph below. You agree to submit to the personal jurisdiction of the courts located within Berkeley County, South Carolina for the purpose of litigating all such claims or disputes.
B. Alternative Dispute Resolution. Alternatively, VBM Shops LLC will consider use of alternative forms of dispute resolution, such as binding arbitration to be held in Charleston County, South Carolina or another location mutually agreed upon by the parties.
20. ADDITIONAL POLICIES
The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on VBMShops.com:
Privacy Policy
Each of these policies may be changed from time to time and are effective immediately after we post the changes on VBMShops.com, except for the Privacy Policy for which we will provide you with fourteen [14] days prior notice. In addition, when using particular services on VBMShops.com, you agree that you are subject to any posted policies or rules applicable to services you use through VBMShops.com, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
21. GENERAL
A. This Agreement shall be governed in all respects by the laws of the State of South Carolina as such laws are applied to agreements entered into and to be performed entirely within South Carolina between South Carolina residents.
B. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of VBMShops.com may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
C. You agree that VBM Shops LLC, in accordance with Section 18 “Notices", may, in our sole discretion, assign this Agreement and all incorporated agreements.
D. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
E. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
F. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 4 (Fees and Services) with respect to fees owed for our services, 5E (Release), 8C (License), 9 (Access and Interference), 14 (Liability Limit), 15 (Indemnity) and 19 (Resolution of Disputes) shall survive any termination or expiration of this Agreement.
22. DISCLOSURES
The services hereunder are offered by VBM Shops LLC, located at 104 Mallory Drive, Goose Creek, South Carolina 29445. If you are a South Carolina resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Commercially available parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. If you are interested in learning more about these protections, information is available at http://www.monitoringsoftwarereviews.org/, http://www.filterguide.com/ratings.htm, http://www.consumersearch.com/www/software/parental-control-software/ or other analogous sites providing information on such protections. The preceding link is provided for information purposes only, and is not intended as an endorsement of these sites, their services, or policies. VBM Shops LLC is not affiliated with any of the above sites.
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