EFFECTIVE MAY 2018

This website (the "Site") is owned and operated by Velvet, LLC ("Velvet"), the manufacturer of Velvet by Graham & Spencer branded goods and other fine products. The Site is provided as a service to our customers.  Please review the following terms and conditions of use which governs your use of the Site (the “Terms of Use”).

YOUR USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO THESE TERMS OF USE.  IF YOU DISAGREE WITH ANY PART OF THESE TERMS OF USE, THEN YOU SHOULD DISCONTINUE ACCESS AND USE OF THE SITE. 

ARBITRATION NOTICE:  EXCEPT IF YOU OPT-OUT AS DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND VELVET WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU FURTHER WAIVER YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION.

AGE RESTRICTION

You must be at least 18 years old to accept these terms of Use and to use this Site.  This Site is not intended for users under the age of 18.  If you are under 18 and do not have consent to use this Site from your parents or legal guardian, you may not use this Site.

CHANGES TO TERMS OF USE

Velvet may change these Terms of Use from time to time.  If we make material changes to these Terms of Use, we will indicate on the updated Terms of Use that changes have been made.  Your continued use of the Site following any such change constitutes your agreement to the updated Terms of Use.  If you do not agree to or are not able to comply with the updated Terms of Use, you should discontinue your use of the Site.

PRIVACY POLICY

Velvet respects your right to privacy. To see how we collect and use your personal information, please see our Privacy Policy, here: https://www.velvetbygrahamspencer.com/pages/privacy-policy.

USER INFORMATION

When you register an account or make a purchase on our Site or from one of our retail stores, you may be asked to provide certain details including, but not limited to, your name, address, birthday, gender, preferred shopping categories, email subscription lists, store location and e-mail address. By subscribing to our mailing list or filling out a customer information card, you may be able to receive information regarding promotions, events, sample sales, and more information about Velvet products. You may unsubscribe at any time by clicking the Unsubscribe button on the Site or by sending a request to unsubscribe to our offices via email at [email protected].  Please also refer to Velvet’s Privacy Policy which describes how your information and user content will be handled.

SITE TRANSACTIONS

We reserve the right to accept or reject orders placed on our Site or limit or cancel quantities purchased per person, per household or per order.  In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address or phone number provided at the time the order was made.      

USE RESTRICTIONS

You shall not use this Site for any illegal purposes and you must use it in compliance with all applicable laws and regulations.  You shall not use the Site in a way that may cause the Site to be interrupted, damaged, rendered less efficient or which would otherwise impair the effectiveness or functionality of the Site.  You agree not to attempt any unauthorized access to any part or component of the Site.

This Site is operated by Velvet from our offices in California, USA. Velvet makes no representations that the use or the content of the Site is appropriate or lawful in territories or jurisdictions outside of the United States or that any products are available outside of the United States. Use or access of this Site from countries or territories where the use of the Site or any of its content is illegal, unlawful, or violative of obscenity, privacy or other laws is strictly prohibited. Those who choose to access this Site from other countries or territories do so at their own risk and such users are solely responsible for compliance with applicable local laws and regulations.

OWNERSHIP OF SITE CONTENT

Unless otherwise stated, the text, software, images, graphics, logos, icons, photographs, images, illustrations, audio clips, video clips, design elements, product names, company names, copyrights and copyrightable materials, trademarks, trade dress, service marks and other Site content (collectively referred to herein as the "Site Content") are the exclusive property of Velvet or its licensors. Except where such permission is specifically granted, you may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Site Content, in whole or in part. You are granted permission to display, copy, distribute, and download Site Content solely for personal, non-commercial use provided that you make no modifications to the Site Content and that all copyright and other proprietary notices contained in the Site Content are retained.  Any permission granted under these Terms of Use terminates automatically without further notice if you breach any of the above terms. Upon such termination, you agree to immediately destroy any downloaded and/or printed materials. Any unauthorized use of any material contained on this Site may violate domestic and/or international copyright laws, the laws of privacy and publicity, and communications regulations and statutes.  Use of Site Content not specifically permitted under these Terms of use is strictly prohibited.

CONTENT YOU POST

You may submit, offer, contribute, post or otherwise provide to the Site content, such as ideas, images, photographs, video clips, audio clips, graphics, tags, data, materials, information, and other submissions (collectively, “User Content”). You grant to Velvet a non-exclusive, transferable, sub-licensable, paid-up, royalty-free, worldwide license to use any User Content. This license includes, without limitation, the right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, perform and display the User Content (in whole or part) worldwide and/or to incorporate it in other works or materials in any form, media, or technology now known or later developed, in both digital and physical channels, for any purpose.  Velvet shall not be obligated to (i) to maintain User Content in confidence; (ii) pay you any compensation for User Content; (iii) credit or acknowledge you for User Content; or (iv) respond to User Content. You acknowledge and agree that it is your obligation to make sure the User Content does not violate the rights of any third party, including copyright, trademark, privacy or other rights. You also acknowledge and agree that User Content may not contain libelous or otherwise unlawful, abusive, obscene, violent, or otherwise objectionable material as determined by Velvet in its sole discretion. You may not use the Site or submit User Content to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other online services, whether or not such other services are competitive with Velvet.  Velvet shall have the right, but not the obligation, to monitor User Content, including User Content submitted to chat rooms and forums, to determine compliance with these Terms of Use or any rules or policies established by Velvet and to satisfy any law, regulation or authorized government request. Velvet shall have the right in its sole discretion to edit, refuse to post or remove any User Content submitted to or posted on the Site. Without limiting the foregoing, Velvet shall have the right to remove, at any time and without notice to you, any material that Velvet, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.  Velvet may use and/or disclose information about your demographics and use of the Site disclosed through User Content or otherwise in any manner that does not reveal your identity. 

LINKS TO OTHER WEBSITES AND SERVIces

To the extent that this Site contains links to outside services and resources, any concerns regarding any such service or resource, or any link included on this Site, should be directed to the particular outside service or resource. Velvet has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.

WARRANTIES; DISCLAIMER

THIS SITE AND SITE CONTENT ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THIS SITE, AND THAT VELVET SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SITE.  SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT APPLICABLE LOCAL LAW EXPRESSLY PROHIBITS SUCH EXCLUSIONS, ANY SUCH EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

INACCURACY DISCLAIMER

From time to time there may be information of a verbal, visual or other nature on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions or availability.  Velvet reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order).  If you are not completely satisfied with your Velvet purchase, you may return it in accordance with our Return Policy, here: https://www.velvetbygrahamspencer.com/shipping-returns.

NO LIABILITY

SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL VELVET OR ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS (1) BE LIABLE TO USERS WITH RESPECT TO USE OF THE SITE, THE SITE CONTENT, OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURES, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO VELVET’S RECORDS, PROGRAMS OR SERVICES; AND (2) BE LIABLE TO USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, OR THE INABILITY TO USE THE SITE OR ANY OF ITS FEATURES. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE SITE.

INDEMNIFICATION

You agree to defend, indemnify and hold Velvet and its affiliates and their officers, directors, employees, agents and shareholders harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with any of the following: (i) any text, materials or content of any kind that you contribute or post to the Site or your access to or use of this Site; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Velvet in the defense of any claim. Velvet reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without Velvet’s prior written consent.

TERMINATION

These Terms of Use may be terminated by Velvet at any time without notice. In the event of termination, you are no longer authorized to access this Site and the restrictions imposed on you with respect to the Site Content as well as the disclaimers, limitations of liabilities, arbitration and class-action waiver set forth in this agreement and Velvet’s license to User Content, shall survive.

MANDATORY ARBITRATION OF DISPUTES

Unless you opt-out (as described below), you agree that all disputes between you and Velvet (whether or not such dispute involves a third party) with regard to your relationship with Velvet, including without limitation disputes related to these Terms of Use, your use of this Site, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Velvet hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local small claims court, if permitted by that court's rules, and only so long as such matter is pending in that court. You may bring claims only on your own behalf. Neither you nor Velvet will participate in a class action lawsuit or class action arbitration for any claims covered by these Terms of Use.  This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  YOU MAY OPT OUT OF THIS AGREEMENT TO ARBITRATE. If you do so, neither you nor Velvet can require the other to participate in an arbitration proceeding. To opt out, you must notify Velvet in writing within thirty (30) days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

Velvet, LLC

ATTN: Finance Department

3961 Landmark Street

Culver City, CA 90232

You must include your name and residence address, the email address you use for your Velvet account (if any), and a clear statement that you want to opt out of this arbitration agreement.  If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this arbitration provision will be null and void. This arbitration agreement will survive the termination of your relationship with Velvet.

GOVERNING LAW AND VENUE

These Terms of Use are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.  These Terms of Use will specifically not be governed by the United Nations Convention on Contracts for the International Sale of Goods (if otherwise applicable).  For any action at law or in equity relating to the arbitration provision of these Terms of Use or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Velvet exclusively in a state or federal court located in Los Angeles, California, and to submit to the personal jurisdiction of the courts located in Los Angeles County for the purpose of litigating all such disputes.

TIME LIMITATION ON CLAIMS

You agree that any claim you may have arising out of or related to your relationship with Velvet must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.

ENTIRE AGREEMENT

These Terms of Use and the Privacy Policy are the entire agreement between you and Velvet relating to the subject matter herein and shall not be modified except by Velvet in accordance with these Terms of Use. No employee, agent or other representative of Velvet has any authority to bind Velvet with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.

SEVERABILITY AND WAIVER

If any part of these Terms of Use are unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use or any provision of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

LOYALTY PROGRAM

Last Updated: June 30, 2021

The Loyalty Program is a free loyalty rewards program ("Program", or "Loyalty Program", or "Rewards Program") offered at the sole discretion and exclusively by Velvet by Graham & Spencer LLC. ("Velvet", "we", "our" and "us"), that allows its eligible customers (each a "Member" or "you" or "your") to earn Points (defined below) redeemable for promotional credits ("Rewards") for use towards future purchases when a Member shops on www.www.velvetbygrahamspencer.com (each a "Velvet by Graham & Spencer Website", collectively the "Velvet Websites"). There is no cost to enroll in the Program and no credit card application is required. Enrollment and participation in the Program are only available on www.velvetbygrahamspencer.com and in Velvet Stores. By participating in the Program, you agree to be bound by the following Loyalty Program Terms and Conditions ("Terms and Conditions") and Velvet’s Terms of Service (See: https://www.velvetbygrahamspencer.com/pages/terms-of-use  each of which are a legally binding contract between you and Velvet regarding your participation in the Program. Interpretation of these Terms and Conditions shall be at the sole discretion of Velvet, whose decisions will be final. Please read Velvet’s Privacy Policy (See: https://www.velvetbygrahamspencer.com/pages/privacy-policy  information regarding how Velvet collects, uses and discloses your personal information. Your participation in the Program is expressly conditioned upon your compliance with this Agreement and with all present and future Terms and Conditions, terms, regulations, policies and procedures that Sponsor may, in its discretion, adopt from time to time. Program is void where prohibited by law.

THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

1. PROGRAM ELIGIBILITY.In order to participate in the Program, you must be at least eighteen (18) years of age or older or have reached the age of majority in your state, province, or territory at the time of participation, be a legal resident of, and physically located within, the United States, and be able to provide a unique and valid e-mail address at the time of enrollment. Employees of Velvet by Graham & Spencer, Inc., including any of its subsidiaries – and their respective licensees, parent companies, subsidiaries and affiliates, as well as their immediate family members (herein defined as spouse, parents, siblings, and children and each of their respective spouses, regardless of residence, and any person living in such a person’s household, whether related or not) are not eligible to participate. Only individuals are eligible to be Members; corporations, groups, and associations are not eligible to participate in the Program. You must be legally competent to enter into contracts to enroll in the Program. Velvet reserves the right to limit the number of Members in the Program. If you are not eligible to participate, you are prohibited from accessing, using, and registering for the Program. A Member may maintain only one Program membership account. Velvet, in its sole judgement, reserves the right to disqualify any person from participation in the Program or revoke issued Points or Rewards, for any reason, including, for example, if that person appears to be violating these Terms and Conditions, making purchases for a business or for resale, manipulating the Program, making excessive returns, engaging in fraud, abusing Rewards privileges, or otherwise acting in a manner inconsistent with the Program’s intent or for any other reason Velvet deems necessary based on its sole discretion. If a Member is disqualified, such Member will forfeit their Points and all outstanding Rewards, as those terms are defined below, with a balance that has not been redeemed at the time of such disqualification. Program void where prohibited by law.

To participate in the Program, you must create an account on the Velvet Websites ("Member Account"). Eligible individuals may enroll by following the instructions at the Velvet Website to provide the requested information (e.g., an email address and password (your "Login Credentials")) and agree to the Terms and Conditions and Terms of Service. The Velvet Website is accessible through the same Login Credentials. For new Members, by opting into the Program through the Velvet Website, the Member will be enrolled in the Program for all of the Velvet Websites For existing Members, you will automatically be opted-in to participate in the Program on the Velvet Website. You may opt-out of the Program at any time.

Members must provide all required information to be enrolled and to be eligible to earn Points and Rewards, and must have a device that is capable of accessing the Internet in order to access and use the Rewards Program. After the Member Account is created and account information confirmed by Velvet, the Member becomes eligible to participate in the Program and earn Points to obtain Rewards. A Member may maintain only one Member Account. If more than one Member Account is opened by an individual, Member will only receive Points for the account that was opened first. Duplicative Member Accounts may be canceled and all Points and/or Rewards earned under the duplicative Member Account(s) may be forfeited.

Each Member is solely responsible for all activities that occur under Member’s Account and for maintaining the security of your Login Credentials. If your Member Account is compromised, you agree to immediately inform Velvet. Members must not disclose Login Credentials to any third party for any reason. Velvet will not be liable for any loss or damage of any kind arising from a Member’s failure to comply with the requirements of this paragraph or any Member responsibilities under the Terms and Conditions. If you are not eligible to participate, you are prohibited from accessing, using, and registering for the Rewards Program.

2. LOYALTY PROGRAM STATUS. Velvet has its own "Loyalty Program Status" levels, which are based on your combined cumulative Net Purchases (as defined below). For www.www.velvetbygrahamspencer.com, the Loyalty Program Status levels are Insider, Premier or Elite. Please view the Loyalty Program on the Velvet Website for more information on the purchase levels required to reach each status, as well as the benefits for each Loyalty Program Status. Once you reach the qualifying Net Purchases for any applicable Loyalty Program Status, your benefits for that Loyalty Program Status include all the benefits associated with the preceding Loyalty Program Status as well. Some benefits of the Program may have restrictions associated with them, may require you to make a purchase to access the benefit, or may have limited availability. Your Loyalty Program Status will last for the calendar year in which you achieve it and the following full calendar year; after that, annual requalification is required. If Your Net Purchases do not qualify for an applicable Loyalty Program Status, Your Loyalty Program Status will revert to Insider or Level 1 levels (as applicable). Your Net Purchases will be reset to zero annually. If you opt out of the Program, your Net Purchases accumulated under the Program will no longer apply toward your Loyalty Program Status.

3. EARNING/RECEIVING POINTS.After you have been enrolled in the Program, you will have the opportunity to earn and/or receive loyalty points ("Points") for every dollar of Net Purchases on the Velvet Website. As used herein, "Net Purchases" means your purchases - less all sales tax, customs duties, shipping and handling fees, returns, price adjustments, redeemed Rewards, and other discounts. Net Purchases paid with a gift certificate, either in part or in whole, are eligible to earn Points.

The number of Points you may earn on specific purchases may vary. Velvet may limit certain brands or products that are eligible to earn Points. Points may also be earned for other activities (each, a "Qualifying Activity") as specified by Velvet from time-to-time. Actions taken prior to enrollment in the Rewards Program are not eligible to earn Points. For each Qualifying Activity completed, the Member will receive a pre-determined and pre-announced number of Points ("Point Value"), as determined by Velvet in its sole discretion. From time-to-time, Velvet may also sponsor contests, sweepstakes or other promotions ("Promotions") in connection with which it will identify certain actions and social media sites in the applicable official rules. Please view the Loyalty Program website for more information on how many Points can be earned for these special purchases, Promotions, and other Qualifying Activities. This list may be updated from time-to-time with additional activities and tasks; Members should check back for new tasks. Velvet reserves the right in its sole discretion, at any time during the duration of the Program, to change the number of Points awarded, or to award no Points, for purchases on the Velvet Website or for Promotions or Qualifying Activities, to offer additional means of earning Points for a limited time or permanently, to offer point earning opportunities to select groups of Members, to delete any or all means to earn Points, and/or to limit the number of Points a Member may earn for a single transaction.

Points cannot be sold, are not transferrable, and may not be combined with any other accounts or any other rewards program. Points have no cash, trade or barter value. Members have no ownership interest in accrued Points and Points are not the property of Members. There is no limit to the number of Points you can earn in a calendar year. Points earned on Net Purchases between .01 - .49 are rounded down. For example, if you spend $99.49 and receive 1 Point per dollar, you will receive 99 Points. Points earned on Net Purchases between .50 - .99 are rounded up. For example, if you spend $99.50 and receive 1 Point per dollar, you will receive 100 Points. Returns and other adjustments, such as a price adjustment, may reduce your Points balance. Points received for items that are subsequently returned may be deducted from your Points balance at the time of the return, which may result in a negative Point balance. Points received for item(s) subject to an adjustment may be deducted from your Points balance by the corresponding amount of the adjustment, which may result in a negative Point balance. If an account with a negative Points balance is cancelled or deactivated for any reason, any negative Points balance may be rolled forward indefinitely in the event that your account is subsequently reactivated. You do not accumulate Points on the portion of your purchase that is paid with Rewards. To receive your Points on the Velvet Website you must be logged into your account before checking out. Points will be posted to your account 30 days from the date the item(s) ship. Members shall have no claim against Velvet based on failure of Points to appear in a timely manner. Points are not valid unless earned in strict compliance with the requirements of these Terms and Conditions and Program rules, as interpreted and applied by Velvet. Velvet’s determination of the number or amount of Points available to any Member hereunder shall be final and binding for all purposes. All dollar amounts referred to in these Terms and Conditions are in U.S. dollars (USD).

4. EXPIRATION OF POINTS.Unless otherwise prohibited by law, Points you receive but which are not redeemed for Rewards will expire one (1) year from your last non-returned shipment or Qualifying Activity event, or when your participation in the Program ends, whichever is earlier. Velvet reserves the right to change the expiration date of Points received under the Program. You will forfeit all accumulated and unused Points if you close your account or your participation in the Program is terminated.

5. REDEEMING POINTS FOR REWARDS. Earned Rewards may be used either on Velvet’s Website or In-Store. Points will be manually converted to gift card rewards by You on the Velvet website. The value of Rewards will be applied against total purchase price, proportionally spread across the items in the purchase including applicable taxes and fees. There is no limit on the number of Rewards you may redeem during a single transaction. If the subtotal of your transaction is less than the full Reward amount (i.e., less than $20), then only a portion of your Reward will be applied to the transaction and any remaining balance will be made available to you at checkout during a subsequent transaction. Rewards cannot be sold or transferred, and cannot be combined with any other account. Rewards cannot be credited to a different account, redeemed or exchanged for cash or cash equivalent, applied to past purchases, or used to purchase gift certificates. Rewards are void if sold or exchanged for cash or other consideration or if otherwise received or used in violation of these Terms and Conditions. If you return merchandise that was purchased, in whole or in part, using a Reward, the dollar value of the Reward allocated to the returned item(s) will be credited to your account in the form of a Reward, unless the return would result in your account having a negative Point balance, in which case Velvet may credit your account with the Point value of the Rewards allocated to the returned item(s). If you bought multiple items in a purchase paid in part with Rewards, your account will be credited with the dollar value of the Rewards spent on the entire purchase before any other payment method is refunded. If your Member Account is closed, cancelled or terminated, the dollar value of the Rewards allocated to the item(s) returned shall not be refunded or credited and will be forfeited. If at any time your Points balance is negative, you will not be eligible to receive Rewards until the negative balance has been corrected, and any Rewards currently in your account may be reverted back into Points to resolve the negative balance. Velvet reserves the right in its sole discretion, at any time during the duration of the Program, to change the number of Points necessary to earn a Reward and/or the amount of promotional credit given with a Reward.

6. EXPIRATION OF REWARDS.Rewards you receive, but do not use, will never expire from the date and time the Rewards were issued. You will forfeit all accumulated and unused Rewards if you close your account or your participation in the Program is terminated.

7. EMAIL COMMUNICATIONS.We will email you at the email address you provided during enrollment to let you know about Program developments, Rewards and special benefits. You are responsible for ensuring that your contact information, including your e-mail address, is accurate and up to date. If you need to update or change your contact information, please log in to your Member Account. By participating in the Program, you agree to receive marketing emails, advertising materials, and other communications from us. You may unsubscribe or change your email preferences at any time by clicking on the "unsubscribe" link found at the bottom of our emails. You will, however, continue to receive transactional email communications from us regarding your Program account. Velvet is not responsible for communications, including Rewards, lost due to a change of address or other contact information.

8. TAXES: Any and all applicable federal, state, provincial, and local taxes and all fees and expenses related to acceptance and use of Rewards are not specifically stated herein are the responsibility solely of Member.

9. TERMINATION OF OR CHANGE IN PROGRAM.The Program has no predetermined termination date and may continue until such time as Velvet, at its sole discretion, elects to designate a program termination date. Velvet may, in its sole discretion, terminate the Program, in whole or in part, at any time, with or without notice, which may result in loss of accumulated Points and Rewards and the cancellation of all benefits and privileges associated with the Program. Velvet reserves the right to limit, delete, expand, modify, or change any of the rules, terms, conditions, and benefits of the Program at its sole discretion, with or without notice. Changes may affect Member’s Points and/or Rewards already accumulated. Your continued participation in the Program after any changes to these Terms and Conditions or the Program signifies your acceptance of such changes. Velvet has the right to close your account for any reason. Velvet reserves the right to suspend, modify or withdraw any Rewards and/or Program benefits if Velvet believes, in its sole discretion, that Program manipulation, fraud, malfunction, error or any other cause beyond our control impairs or otherwise compromises the administration, security, fairness or integrity of the Program.

We reserve the right to reject, revoke, cancel or suspend any Member Account, issued Rewards, and/or any and all unredeemed Points, or take any other action at our discretion, at any time with immediate effect and without written notice or liability to any Member, if we believe: (a) the Member has (1) violated any of the Terms and Conditions; (2) acted in a manner inconsistent with applicable law, regulations, or ordinances; (3) engaged in any misconduct or wrongdoing in connection with the Program; or (4) engaged in abusive, fraudulent, inappropriate, or hostile conduct in connection with the Program, or Velvet or its Members or employees; or (b) Velvet's provision of the Rewards Program and/or any associated benefits (including but not limited to Points, coupons, and product samples) to Member may violate any applicable laws to which Velvet is subject. Membership in the Program may be revoked at any time. If we deactivate your account due to abuse or manipulation of the Program, or for any other reason, or if you cancel or close your account or opt out of the Program for any reason, your membership in the Program will terminate immediately and your Points balance and any value remaining on issued Rewards will be forfeited.

10. OTHER TERMS.Velvet is not responsible for lost, destroyed, stolen or expired Rewards. Any tax liability connected with receipt or use of any Rewards is the Member’s responsibility. Program rules void where prohibited by law. Points are not transferable in the event of death, as part of a domestic relations matter, or for any other reason and may only be used by you for your personal benefit. You cannot combine your benefits with any benefits accrued by any other Program participant. Rewards are not "gift certificates" and are not intended for gift-giving purposes. Points and Rewards have no cash value and are purely promotional in nature. Rewards cannot be used retroactively for prior purchases. You do not have any right, title, or interest in your Points or Rewards and Points or Rewards do not give rise to any legal or contractual rights by you against Velvet. A Member's Points balance, as reflected in our records, shall be deemed correct. Velvet reserves the right to determine the amount of Points in any Member's account and to correct or modify the Point or Reward amount at any time based on Velvet’s internal records related to such Member's account. In the event of an inconsistency between the amount accrued in a Member's account as stated on any Member's receipt and Velvet's internal records, Velvet's internal records will control. The sale or barter of any Points or any Rewards is prohibited. Velvet may waive compliance with these Terms and Conditions in its sole discretion and may run promotions from time to time that provide enhanced benefits to select Members. Notwithstanding the foregoing, Velvet’s failure to exercise any of its rights under these Terms and Conditions, or its failure or delay in enforcing any of the individual terms herein, shall not constitute a waiver of such rights. Events beyond Velvet’s control, such as computer equipment or electronic data transmission failure, strikes, acts of God, civil disturbance, terrorism or war, which may materially affect our ability to perform, will allow Velvet to suspend or terminate the Program. All dollar amounts referred to in these Terms and Conditions are in U.S. dollars (USD).

11. LIMITATION OF LIABILITY.By enrolling in the Program and redeeming the Rewards, the Member agrees that Velvet and its affiliates and subsidiaries and its Officers, Directors, Employees, Representatives and agents (collectively, the “Released Parties”) will have no liability or responsibility whatsoever for, and shall be held harmless by members of any person for, any liability for any injuries, losses or damages of any kind (including, without limitation, direct, indirect, incidental, special, consequential, or punitive or exemplary damages) to persons, including personal injury or death, or property arising in whole or in part, directly or indirectly, from any action taken or neglected to be taken with regard to the Program, including any Rewards and/or Points. The released parties are not responsible for (A) loss or misdirection of, or delay in receiving, any membership application, correspondence, points, or Rewards; (B) theft or unauthorized redemption of points or Rewards or use of a Reward under circumstances beyond the reasonable control of us or our representatives/agents; (C) any acts or omissions of third parties; or (D) any errors published in relation to the Program, including, without limitation, any typographical errors, errors of description, and errors in the crediting or debiting of Points and/or Rewards to/from Member account. We reserve the right to correct, without notice, any errors. In no event shall the released parties be liable to you for any delay in or failure to perform due to causes beyond our control, including, without limitation, any act of God, and act of war, natural disaster, terrorism, epidemic, pandemic, or any act or omission of a third party. The sole remedy available to you in connection with the Program (whether your claim is based in law or equity) shall be the crediting or re-crediting to your Program account of Points in an amount no greater than the number of Points at issue. By participating in the Program, or the use of any Reward, you expressly assume all liability and responsibility for your participation and agree that participation is solely at your own risk. Some states and other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. This section will survive termination of Member’s participation in the Program.

12. DISCLAIMER OF ALL WARRANTIES.Without limiting the foregoing, except as specifically provided otherwise in these Program rules or prohibited by law, everything regarding the Program, including the website, Points, and Rewards are provided “As Is”, and without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Neither Velvet or its agencies, agents, suppliers or representatives warrant that: (A) Any information will be timely, accurate, reliable or correct; (B) this Rewards Program will be secure or available at any particular time or place; (C) any defects or errors will be corrected; (D) this Rewards Program will be free of viruses or other harmful components; or (E) any result or outcome can be achieved. A Member’s use of the Rewards Program is solely at the Member’s own risk. Some jurisdictions may not allow the limitation or exclusion of implied warranties, so some of the above limitations or exclusions may not apply.

13. GOVERNING LAW AND DISPUTES.All issues and questions concerning the construction, validity, and enforceability of these Terms and Conditions, or the rights and obligations of any participant and Velvet in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California.

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. As used in this arbitration provision, a "Rewards Dispute" means any claim or controversy between us that in any way arises from or relates to the Program, including, but not limited to, these Terms and Conditions, the issuance or redemption of Rewards, Points, or other services and events access, disputes based upon contract, tort, consumer rights, fraud and other intentional torts, agency, statute or constitution, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief), as well as disputes about the validity, enforceability or scope of this arbitration provision. Unless you send us, the rejection notices herein, this provision will apply to you and, as a result, any Rewards Dispute between us will be resolved by binding arbitration. This means that: (1) a court or jury will not resolve the Rewards Dispute; (2) you will not be able to participate in a class action or similar proceeding to resolve the Rewards Dispute; and (3) your appeal rights during and after arbitration will be limited. The Federal Arbitration Act and federal arbitration law apply to this agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Velvet, Inc., Attention: E-Commerce Department, 3961 Landmark Street Culver City, CA 90232. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s Consumer Arbitration rules are available at www.adr.org or by calling 1.800.778.7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Except where prohibited, under no circumstances will you be permitted to obtain awards for, and you hereby wait all rights to claim punitive, incidental, special, consequential damages, and any other damages, other than for actual out-of-pocket expenses, and you further waive all rights to have damages multiplied or otherwise increased.  Each party shall bear its own costs, fees, and expenses (including attorneys’ fees and costs) of arbitration. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree to bring any dispute in arbitration on an individual basis only, and not on a class, consolidated, represented or collective action basis ("Class Action Waiver"). If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. If you do not want this arbitration provision to apply, you must reject it in writing by mailing us a written rejection notice containing your name legibly printed and email address you provided when you enrolled in the Program, a statement that you reject the arbitration provision, and your signature. The rejection notice must be sent by you to us at Velvet, Inc., Attention: E-Commerce Department, 3961 Landmark Street Culver City, CA 90232. Your rejection notice is effective only if it meets the above requirements, is signed by you and received by us within sixty (60) calendar days after the date we first provide you with the Program Terms and Conditions containing the arbitration provision. Subsequent republications or delivery of the Terms and Conditions will not trigger another right to reject the arbitration provision. Your rejection of this arbitration provision will not affect any other provision of the Terms and Conditions. This arbitration provision will survive the termination of the Program or your relationship with us.

14. WARNING.Any attempt to deliberately damage, abuse, defraud, manipulate, or undermine the legitimate operation of the Program or the Websites may be a violation of criminal and civil laws. Should such an attempt be made, Velvet reserves the right to seek damages or other remedies to the fullest extent permitted by law. Any abuse of the Program, failure to follow any terms of the Program, or any misrepresentation may subject Members to card revocation and will affect eligibility for further participation in the Program.

15. SEVERABILITY.The provisions of this Program are intended to be interpreted in a manner which makes them valid, legal, and enforceable. If any portion of these Terms and Conditions should be held invalid or unenforceable for any reason, such portion shall be deemed modified or severed from this agreement in such a manner as to enable the remaining portions of these Terms and Conditions to remain in full force and effect as if no invalid or unenforceable provision had been part of this agreement. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by Velvet, or alternatively, by disposition of an arbitrator or a court of law. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from the Terms and Conditions without affecting the validity, legality, or enforceability of any of the remaining provisions.

16. CHANGES TO YOUR ACCOUNT.You must advise Velvet of any change in your name or the address, phone number, and/or email address associated with your account(s) on the Velvet Website or In-Store. You may contact Velvet’s Customer Service Team to let Velvet know about any changes. Velvet is not liable for Rewards sent to the email address associated with your account.

17. ADDITIONAL INFORMATION ABOUT THE PROGRAM.If you have any questions regarding the Program or wish to cancel your membership in the Program, you may contact our Customer Service on the Velvet Website or by email to [email protected].

18. NOTICES: If Velvet is required or opts to give any notice related to this Program, it shall do so either by posting such notice on a Velvet Website and/or by email to Members.

COMMENTS

Velvet welcomes your comments. If you have questions or comments about our policies, feel free to send us an e-mail at [email protected]. 

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NOTICE OF COPYRIGHT INFRINGEMENT UNDER THE DIGITAL MILLENIUM COPYRIGHT ACT (DMCA)

We do not permit copyright infringing activities on the Site. We may remove any User Content (as defined in the “Content You Post” section above) if properly informed that the User Content infringe another's copyright rights. We may terminate the ability to submit User Content if, under appropriate circumstances, a person submitting User Content to the Site is determined to be a repeat infringer. If you are a copyright owner or an agent for such owner and believe that any User Content on the Site infringes your copyrights, you may notify us by providing the following information in writing to us at Velvet, LLC, ATTN.: Finance Department, 3961 Landmark Street, Culver City, CA 90232:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;

(2) Identification of the location where the original or an authorized copy of the copyrighted work exists;

(3) Identification of the User Content or material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit Velvet to locate the same;

(4) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;

(5) A statement that you have a good faith belief that use of the User Content or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(6) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.

 If you fail to comply with all of the requirements above, your notice may not be valid.