AudienceRewardsMall.com Membership Agreement
Effective Date: This AudienceRewardsMall.com Membership Agreement was last updated on November 19, 2016.
Audience Rewards L.L.C. has engaged Very Important Relationships, Inc. to manage and operate its online shopping mall, AudienceRewardsMall.com, for its Audience Rewards customers and to issue it points ("ShowPoints") as an incentive for shopping in the mall. This is the AudienceRewardsMall.com Membership Agreement that will govern your participation on this AudienceRewardsMall.com Network. AudienceRewardsMall.com is a wholly owned subsidiary of Very Important Relationships, Inc., a Nevada Corporation. All terms and conditions of the Audience Rewards program apply to ShowPoints earned through the AudienceRewardsMall.com site and Audience Rewards and ShowPoints are registered trademarks of Audience Rewards, LLC, 2012.
Please read this Agreement, and then check the box on the registration form stating that you have read and agree to the terms of this Membership Agreement. To print a copy of this Agreement, please use your browser's print command.
The AudienceRewardsMall.com system has been developed to allow you to receive ShowPoints on purchases you make through selected vendors. We have done our best to only choose trustworthy merchants, most of which you will readily recognize. There are systems which have been put in place to be able to track your purchases with each vendor to help ensure you receive each ShowPoints you earn. This involves special software on the merchant’s end, a third party validation company in almost all cases, and our own proprietary tracking system running on our servers. We have done our best to protect the integrity of this concept to make your experience very worthwhile.
Very Important Relationships, Inc. only receives money from our merchants when you make actual purchases. This revenue is sent to us through agreements we have with each vendor. This is where your ShowPoints come from. We have made every reasonable effort to protect your and our revenue, but cannot be liable to you should a merchant not pay what you feel is due, especially since we are simply giving you a portion of what we receive from the merchants based on your purchases.
Therefore, our legal department has created a Membership Agreement designed to remove this potential liability. Obviously, we cannot afford to have lawsuits filed over a $30 ShowPoints a vendor may not have paid. You can rest assured we will remain vigilant in preserving the integrity of this system and hope you understand the need for all of the legal language below.
This Membership Agreement is between Very Important Relationships, Inc. Corporation, a Nevada, U.S.A. Corporation ("Very Important Relationships, Inc.") and You ("You" or "Your"). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.
This "Agreement" refers to, individually and collectively depending upon the context, this Membership Agreement.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Registration, etc.
1.1. Registration. To use (or continue to use) any Very Important Relationships, Inc. Network as a Member, You must provide Very Important Relationships, Inc. with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information.
1.2. Verification. Very Important Relationships, Inc., for tax purposes, has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time.
Please be advised that if any information is determined in good faith by Very Important Relationships, Inc. inaccurate or untruthful, Very Important Relationships, Inc. may restrict, deny or terminate Your account, Your access and use of, and/or any benefits derived from Your participation on, any Very Important Relationships, Inc. Network; Very Important Relationships, Inc. may also withhold payment of any ShowPoints and/or other fees that may be or become due or payable to You.
1.3. Participation. To join any Very Important Relationships, Inc. Network, You must be an individual who is at least 18 years old or an entity, and must provide at Your expense your own computer equipment and Internet access.
1.4. Use of the Network. You may use any Very Important Relationships, Inc. Network only for business, personal, household or family purposes.
2. Defined Terms
2.1. The following terms have the meanings indicated:
“Active Account” means to maintain an Active Account on AudienceRewardsMall.com. To maintain an Active Account requires that you provide us with the information necessary to process your ShowPoints payment, which includes providing in your My Profile section of your My Account: your First and Last name; a valid email address at which you are able to receive email; a valid postal address at which you are able to receive mail; and a password to protect your account. For your account to be considered an Active Account, you must update your information if it changes, plus have shopped via AudienceRewardsMall.com or have accrued Cash Back with AudienceRewardsMall.com at any time within the last twelve (12) months.
ShowPoints means revenue paid to you based on purchases of products or services acquired from Merchants through your Membership in the Very Important Relationships, Inc. Network. The amount of any such ShowPoints will be the amount reflects for each Merchant on the AudienceRewardsMall.com site. If no ShowPoints amount is shown, no ShowPoints will be due. Your rights and interest in ShowPoints only exist upon payment to You.
"Content" means information, data, text, documents, software, music, sound, photographs, graphics and video.
An "end user" means you.
The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
"Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.
A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.
Membership means the use of the Very Important Relationships, Inc. Network.
"Merchant" means an affiliate merchant’s store in VIR’s Network that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the Internet.
A "person" is to be broadly construed and includes any natural person or entity.
"Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.
"Qualified Purchase" means any Merchant transaction tracked by VIR’s Network on which VIR received ShowPoints. If VIR didn’t receive any revenues or if the merchant states that it does not pay ShowPoints, then no revenues are due on that transaction.
"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.
"Very Important Relationships, Inc. Network" means one or more of the networks operated by Very Important Relationships, Inc. and consisting of participating Merchants (i.e., Network Merchants).
"Very Important Relationships, Inc. Related Parties" means Very Important Relationships, Inc.'s corporate affiliates and its and their contractors, licensors, licensees and suppliers.
The phrase "provided by Very Important Relationships, Inc." or "Very Important Relationships, Inc.-provided" shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by Very Important Relationships, Inc. or Very Important Relationships, Inc. Related Parties.
The phrase "tracked by Very Important Relationships, Inc." or "Very Important Relationships, Inc.-tracked" shall, when used in relation to any engagement, encompass the tracking thereof by Very Important Relationships, Inc. or Very Important Relationships, Inc. Related Parties.
3. Membership Participation
Subject to the terms and conditions in this Agreement, You may use the Very Important Relationships, Inc. Network to shop, compare products and services of the Very Important Relationships, Inc. Merchants.
4. Engagements; Qualifying Links.
4.1. Use of Qualifying Links. Each Merchant used by You in relation to a Very Important Relationships, Inc.-tracked transaction must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available on the site.
4.2. Very Important Relationships, Inc.'s Determination Final and Binding. All determinations of the ShowPoints due to You made by Very Important Relationships, Inc. shall be final and binding on You. Very Important Relationships, Inc.'s services do not involve investigating or resolving any claim or dispute involving You and any Network Merchant or other third party person. If Very Important Relationships, Inc., in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute.
4.3. No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Very Important Relationships, Inc. and/or the Network Merchant to be used in connection with such qualifying link so that it may be properly tracked by Very Important Relationships, Inc. Doing so will immediately forfeit any ShowPoints due on that transaction. This links are necessary so that we can know who you are and how to pay you your ShowPoints.
4.4. Very Important Relationships, Inc. as Neutral Host. Participation in any Very Important Relationships, Inc. Network is not an endorsement by Very Important Relationships, Inc. of any Network Merchant or Network Affiliate. Very Important Relationships, Inc. operates the Very Important Relationships, Inc. Networks and/or provides the Very Important Relationships, Inc. Memberships as a neutral host, and Very Important Relationships, Inc. does not regularly or proactively monitor, regulate or police the usage thereof by any of its Members. Very Important Relationships, Inc. is not responsible or liable for the acts, omissions, agreements or promises of or by any Network Merchant, Network Member or other Site using Very Important Relationships, Inc. offerings to enter into any arrangement or otherwise work with any other person or entity.
4.5. Independent Contractors. Very Important Relationships, Inc. is the host of each Very Important Relationships, Inc. Network. Network Members will receive ShowPoints, which are considered as income under the Internal Revenue Service rules. Therefore, Network Members and Network Merchants are independent parties and Very Important Relationships, Inc. does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Network Merchant, Network Member or other third party, including breaches of engagements by Network Merchants, or for screening or policing the Sites.
5. Provision of Information
5.1. Errors. If You believe that any of ShowPoints you receive for any month contains errors which involve any Network Merchant, You must notify Very Important Relationships, Inc. within ten days after the end of that month or any shorter period if possible, so the matter may be resolved. Very Important Relationships, Inc. will then run an inquiry into the transaction with the Network Merchant. If a Network Merchant for any month issues an ensuing credit based on said inquiry, you ShowPoints Account will be credited in the next month’s accounting. Any dispute between You and a Network Merchant will be carried out through this process. You agree that Very Important Relationships, Inc. shall have no obligations and incur no liabilities to You in connection with any such dispute.
5.2. No Personal End User Data. In order to provide any of the Very Important Relationships, Inc. Offerings, Very Important Relationships, Inc. does not require to be provided, nor does it capture, any personally-identifiable information about any end user who undertakes tracked activities in relation to You or any Network Merchant. Very Important Relationships, Inc. has no obligation or liability to You, any end user or any other person if You, any Network Merchant or other person should provide such information, for whatever reason, to Very Important Relationships, Inc.
6. Grant of Membership to You
6.1. Your Use of Very Important Relationships, Inc. Membership. For each Very Important Relationships, Inc. Network of which You are a member in good standing, Very Important Relationships, Inc. grants You a personal, non-exclusive, non-transferable, non-sublicense able, revocable and limited license and right, subject to the terms of this Agreement, to Participate in any Very Important Relationships, Inc. Network for which You have registered as a Network Member.
6.2. Use of the Very Important Relationships, Inc. Name. This Agreement does not grant to You any license or right to use Very Important Relationships, Inc.'s name or any of its logos or trade or service names or marks. You agree that You shall not disparage Very Important Relationships, Inc. or any of the Very Important Relationships, Inc. Networks or any other participants thereof.
6.3. Duration of Membership Rights; Reservation. The above Membership with respect to any Very Important Relationships, Inc. Network are valid only while You remain a member of such Very Important Relationships, Inc. Network as a Member in good standing and comply with this Agreement. Very Important Relationships, Inc. may revoke any such membership at any time by giving You notice by e-mail or in writing. Very Important Relationships, Inc. reserves all rights that are not specifically granted to You by this Agreement.
7. Representations and Warranties
7.1. You represent, warrant and covenant as follows:
- Any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Very Important Relationships, Inc.; and
- This Agreement has been duly and validly authorized, accepted, executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and
8. Payment of ShowPoints
8.1. Network Merchant Responsible for Payment. You acknowledge that Your entitlement to any ShowPoints with respect to any tracked activity through a Very Important Relationships, Inc. Network is solely dependent on Very Important Relationships, Inc. receiving a payment on said transaction from the responsible Network Merchant. Very Important Relationships, Inc. is not liable or responsible for payment or collection of these fees. Very Important Relationships, Inc. is merely performing the function of processing payments to your account based on revenues it receives from the Network Merchants based on your purchases.
The following are some reasons why a purchase may not become Qualified Purchase.
- If there is an intervening outclick between the AudienceRewardsMall.com click and visiting the Merchant, any purchase made at the Merchant’s store during ha session will not be a Qualified Purchase. A Qualified Purchase must be made in the session immediately following the click through to the Merchant’s store, within the period during which the Merchant store will track the purchase back to AudienceRewardsMall.com, which may be as little as one hour. (This is referred to as “cookie duration.”)
- Although it is not always noted in the ShowPoints guidelines, many Merchants have a policy against reselling their products and/or service. If a Merchant reverses or refuses to pay credit to AudienceRewardsMall.com because the Merchant deems the purchase to be reseller activity, the purchase ceases to be a Qualified Purchase.
- Use of a Coupon that is not affiliated with AudienceRewardsMall.com or one that is not specifically designated as being eligible for plus ShowPoints may prevent a transaction from being a Qualified Purchase. For example, if a Member uses a coupon received directly from a merchant (or other non-AudienceRewardsMall.com source) or a pre-purchased discount vouchers (such as Groupon deals), the transaction may not be considered a Qualified Purchase. Also, if a Member uses a coupon that is listed on the Site, but states "may not qualify for ShowPoints," the purchase may not qualify for ShowPoints.
- A purchase ceases to be a Qualified Purchase if the purchase is returned to or exchanged by the Merchant, if the Merchant alters the terms or conditions of the purchase, the ShowPoints Guidelines for the Merchant posted on the Site are not met, if the Member interacts directly with the Merchant (such as via live chat or phone call during or after the order process)
- Any time a purchase is not credited to AudienceRewardsMall.com by the Merchant; it is not a Qualified Purchase.
- It is your responsibility to check your account regularly to ensure the ShowPoints stated is accurate. If a discrepancy occurs in an AudienceRewardsMall.com member’s account such as a ShowPoints rebate not being credited to an account and the AudienceRewardsMall.com member believes he/she made the purchase through AudienceRewardsMall.com, then the member must contact AudienceRewardsMall.com via our Customer Support forms offered in the Customer Support section of the Help menu within 90 days of the purchase date of the goods/services with proper documentation/proof of purchase. Failure in contacting AudienceRewardsMall.com within that 90 day period will result in no customer support rebate inquiries possible to the merchants for the said orders/purchases.
- The determination of whether or not a purchase made qualifies for a ShowPoints is at the sole discretion of AudienceRewardsMall.com. If a Merchant fails to report a transaction to AudienceRewardsMall.com or withholds payment to AudienceRewardsMall.com for any reason, AudienceRewardsMall.com reserves the right to cancel the ShowPoints associated with that transaction
8.2. Payment Terms. The fact that a ShowPoints is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Network Merchant, since payment may be subject to conditions established by that Network Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge backs and minimums for earned compensation before payment is made.
8.3. Tax. Your ShowPoints might be subject to the tax laws of federal, state, and local jurisdictions where you live or may be required to pay taxes. Currently IRS Publication 525 states:
- ShowPoints. A cash rebate you receive from a dealer or manufacturer of an item is not income, but you must reduce your basis by the amount of the rebate. Example. You buy a new car for $9,000 cash and receive a $400 rebate check from the manufacturer. The $400 is not income to you. Your basis in the car is $8,600. This is the basis on which you figure gain or loss if you sell your car and depreciation if you use it for business.
If deemed necessary, we may choose to provide you notices if we become aware of a requirement to do so in the future. Regardless, in all instances, you will be solely responsible for all tax liability arising from your receipt of ShowPoints through this portal.
8.4. Payment of ShowPoints. ShowPoints shall be paid to You on a monthly basis after their receipt by Very Important Relationships, Inc. from their Merchants. Very Important Relationships, Inc. receives sporadic distributions throughout the month from its various merchants. There will be an arbitrary monthly cut-off period (Pay Period) established base on the last day of the calendar month, from which point forward, all future receipts will be credited to the next Pay Period. If, at the close of any Pay Period, Your total ShowPoints are less than two thousand ShowPoints, such ShowPoints shall not be paid, but instead accrued to your next Pay Period. The same will be true for each following Pay Period until Your ShowPoints account balance is equal to or greater than two thousand ShowPoints. ShowPoints will be paid to your Audience Rewards Show Point account in any month that the ShowPoints are equal to two thousand ShowPoints or more.
Membership in the AudienceRewardsMall.com is free: there is no charge to be a member or to earn and receive ShowPoints. If your account is inactive (I.E. a member does not visit AudienceRewardsMall.com for over 12 months in their logged in account), AudienceRewardsMall.com reserves the right to debit your account balance 160 ShowPoints per month to recover the cost of account maintenance until (i) you reactivate your account by logging in to your AudienceRewardsMall.com account, completing a qualifying purchase, or updating your account information (providing a valid name, email and mailing address), or (ii) your account balance is zero. If the balance in your inactive account is or becomes zero, AudienceRewardsMall.com will close the account permanently and cease to maintain your account records and Program access. The inactive account maintenance charge will not cause your account balance to become negative and will not cause you to owe money to AudienceRewardsMall.com.
9. Termination of Network Merchants
Any Network Merchant's participation in any Very Important Relationships, Inc. Network may end or be suspended for a number of reasons, including expiration or early termination of its merchant agreement with Very Important Relationships, Inc., and You shall not necessarily receive any prior notice that such Network Merchant's participation is ending.
10. DISCLAIMER OF WARRANTIES
10.1. EACH Very Important Relationships, Inc. NETWORKS AND ANY Very Important Relationships, Inc. MEMBERSHIPS ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."
10.2. EACH OF Very Important Relationships, Inc. AND Very Important Relationships, Inc. RELATED PARTIES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, MERCHANTABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY Very Important Relationships, Inc. NETWORK OR ANY Very Important Relationships, Inc. OFFERINGS OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY NETWORK MERCHANT WILL BE AVAILABLE (INCLUDING IN THE EVENT OF BEING TERMINATED FOR WHATEVER REASON FROM ANY Very Important Relationships, Inc. NETWORK) OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.
11. LIMITATION ON LIABILITY
11.1. If You reasonably determine that your Very Important Relationships, Inc. Membership does not materially meet Very Important Relationships, Inc.'s obligations under this Agreement, then You must notify Very Important Relationships, Inc. in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify Very Important Relationships, Inc. on a timely basis shall mean that You accept such services, and Very Important Relationships, Inc. shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, Very Important Relationships, Inc. may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes Very Important Relationships, Inc.'s maximum liability for any such alleged breach of this Agreement.
11.2. IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON Very Important Relationships, Inc. OR Very Important Relationships, Inc. RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF Very Important Relationships, Inc. AND Very Important Relationships, Inc. RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT Very Important Relationships, Inc. IS PROVIDING THIS SERVICE TO YOU AT NO CHARGE TO YOU.
11.3. NONE OF Very Important Relationships, Inc. AND Very Important Relationships, Inc. RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.
11.4. Any claim or cause of action arising out of Your use of any Very Important Relationships, Inc. Network under this Agreement, must be filed within ninety (90) days after such claim or cause of action arose or be forever barred.
11.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 11 MAY NOT APPLY TO YOU.
12.1. You agree to defend, indemnify and hold harmless Very Important Relationships, Inc. and Very Important Relationships, Inc. Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on:
- Any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement,
- Any conduct, or activity, error or omission by You, including in relation to Your participation on any Very Important Relationships, Inc. Network, performance of any Very Important Relationships, Inc.-tracked engagement, or otherwise,
- Any violation by You of any law, regulation or rule,
- Your use of any other Very Important Relationships, Inc. Membership, and/or Network.
12.2. Very Important Relationships, Inc. may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. Very Important Relationships, Inc. may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without Very Important Relationships, Inc.'s prior written consent.
13.1. Amendments. Upon prior written notice, Very Important Relationships, Inc. may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.
13.2. Changes in Service. Upon prior written notice, Very Important Relationships, Inc. may add, remove, suspend or discontinue any aspect of any Very Important Relationships, Inc. Network or any other Very Important Relationships, Inc. Membership.
13.3. YOUR CONTINUED USE OF ANY Very Important Relationships, Inc. NETWORK AND/OR Very Important Relationships, Inc. MEMBERSHIP AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH SUCH Very Important Relationships, Inc. NETWORK AND/OR Very Important Relationships, Inc. MEMBERSHIP AND CEASE USING SUCH Very Important Relationships, Inc. NETWORK AND ANY ASSOCIATED Very Important Relationships, Inc. MEMBERSHIP.
14. Termination, etc.
14.1. Termination. You or Very Important Relationships, Inc. may, at any time, with or without cause, terminate this Agreement and Your participation on any Very Important Relationships, Inc. Network or use of any other Very Important Relationships, Inc. Memberships. You may affect such termination by written notice to Very Important Relationships, Inc. subject to actual receipt thereof.
14.2. Restricted Use. Alternatively, Very Important Relationships, Inc. may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of any Very Important Relationships, Inc. Network or any Very Important Relationships, Inc. Membership.
15. Effects of Termination
15.1. Upon any termination of this Agreement and/or Your participation on all Very Important Relationships, Inc. Networks any and all membership rights granted to You under this Agreement shall immediately cease and terminate.
15.2. Very Important Relationships, Inc. may withhold and offset against any and all ShowPoints and/or other fees that are then unpaid to You to allow for any refunds that may be due to a Network Merchant based on their cancellation or other policies. Following assessment of any fees subject to Very Important Relationships, Inc. holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement, Very Important Relationships, Inc. may refund any remaining monies to any of the Network Merchants with which You had entered into a Very Important Relationships, Inc.-tracked purchase. Such withholding of such ShowPoints is in addition to any other rights and remedies that Very Important Relationships, Inc. or any Network Merchant may have in contract, at law or in equity.
15.3. All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement of Your participation in any Very Important Relationships, Inc. Network or Your use of other Very Important Relationships, Inc. Memberships.
15.4. Sections 14 and 15, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement.
16.1. Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.
16.2. Force Majeure. Very Important Relationships, Inc. shall not be liable to You by reason of any failure or delay in the performance of its obligations here under on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Very Important Relationships, Inc., whether or not similar to the foregoing.
16.3. Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
16.4. Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.
16.5. Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and Texas State courts sitting in Dallas County, Texas U.S.A. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.
16.6. Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
16.7. Notices. Very Important Relationships, Inc. may provide notices to You by posting notices on its Very Important Relationships, Inc. Network sites. Notices to You also may be made via e-mail, regular mail, overnight courier to you contact addresses of record for any Very Important Relationships, Inc. Network. If you provide notice to Very Important Relationships, Inc., such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier to: Very Important Relationships, Inc. Corporation, 6 Collinway Place, Dallas, TX 751230, Attn: Chief Executive Officer and General Counsel. Notices sent by email, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Very Important Relationships, Inc.
16.8. Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of any Very Important Relationships, Inc. Membership must be submitted to Very Important Relationships, Inc. in English, and Very Important Relationships, Inc. will communicate in English only.
16.9. Government Restricted Rights. With respect to any acquisition or use of any Very Important Relationships, Inc. Network or other Very Important Relationships, Inc. Membership by or for any unit or agency of the United States Government (the "Government"), such items shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Very Important Relationships, Inc. Networks and Memberships were developed entirely at private expense, and no part of the Very Important Relationships, Inc. Networks and Memberships were first produced in the performance of a Government contract. If any Very Important Relationships, Inc. Membership is supplied for use by the DoD, such Very Important Relationships, Inc. Membership is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Very Important Relationships, Inc. Membership is supplied for use by a Federal agency other than the DoD, such Very Important Relationships, Inc. Membership is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Very Important Relationships, Inc., 6 Collinway Place, Dallas, TX 751230.