© 2016 VIMTAG, LLC. All Rights Reserved.
If you do not agree to these Terms, you may not use the Site or any products or services provided on the Site. We reserve the right to revise these Terms at any time by updating this posting and you are responsible for reviewing these Terms from time to time to become aware of any changes. Any revisions to these Terms shall be effective immediately upon posting.
As a condition of your access to and use of the Site, you represent and warrant that:
- You are of legal age to form a binding contract with us;
- You have not and will not provide false information or impersonate another person in your use of the Site;
- You will only use your own user name, email address, password and other information to access any secured portion of the Site;
- You will maintain the confidentiality of your user name, email address and password at all times;
- You will not assist anyone in gaining unauthorized access to the Site;
- You will only attempt to access the areas of the Site which you have been authorized to access; and
- You will notify us if you are aware of any unauthorized use of your user name, email address or password in an attempt to access the Site.
CODE OF CONDUCT
By using the Site, you agree not to do any of the following:
- Reprint or electronically reproduce any content contained on the Site other than for personal use.
- Make use of any of our trademarks or service marks contained on the Site without our express written consent, which may be withheld in our sole discretion.
- Upload or transmit any communications or content of any kind that infringes or violates any rights of any party, including but not limited to, intellectual property, privacy and/or publicity rights.
- Use the Site for any purpose in violation of local, state, federal or international laws or regulations.
- Use the Site to distribute advertising or other unsolicited material.
- Post any material that we, in our sole discretion, deem unlawful, obscene, defamatory, threatening, harassing, hateful or embarrassing to any other person or entity or contrary to our business reputation and standards.
- Express or imply that any of your content is endorsed by us.
- Restrict or inhibit any other user from use and enjoyment of the Site, including, but not limited to, by means of hacking or defacing any portion of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Engage in any other activity that we deem improper or abusive.
We reserve the right, but shall not be required, to monitor, edit or remove your (or any other) content from the Site without notice for any reason or no reason without your permission. We also reserve the right to terminate your account in our sole discretion.
We do not assume any responsibility for your content or any other content not produced by us on the Site. We may at any time and in our sole discretion screen, monitor, block, remove or otherwise exercise control over any of your content or anyone else’s content that we determine violates these Terms, including the Code of Conduct (above), any applicable law, or otherwise may expose us to civil or criminal liability or reflect poorly on us. In addition, we may permanently terminate your access to the Site in the event we determine that you caused any such violation. In no event shall such rights obligate us to exercise control over your content or anyone else’s content.
AUTHORIZED USE OF CONTENT
The Site, including all content thereon, is owned by us, our suppliers or licensors and is protected by U.S. and international intellectual property laws. You agree not to access the Site or use any content contained on the Site for any commercial purpose. You agree to maintain all copyright and other intellectual property notices included in any of our content that you copy.
You may not modify decompile, disassemble, decrypt, extract or otherwise reverse engineer any of our content, or create derivative works based upon all or part of the content.
We reserve all rights not expressly granted to you in these Terms and no additional rights are granted by implication, estoppel or otherwise.
THIRD PARTY CONTENT
You agree that we do not endorse and that we are not responsible for any third party content appearing on the Site and that we shall have no liability for any such content, including content that is false, misleading, abusive, defamatory, obscene or that violates any local, state, federal or international law or regulation or any rights of another individual or entity.
You also agree that we are not responsible for the content of any other websites linked to the Site and that the inclusion of any link to such third party websites does not imply our endorsement of such websites. Your linking to any off-site pages or other websites is at your own risk.
PRODUCTS AVAILABLE ON THE SITE
You may purchase an end-user license for certain software or hardware products through this Site. Any and all such software is owned by us, our suppliers or licensors and is protected by U.S. and international intellectual property laws. Any software you download through the Site may only be used in accordance with and subject to the End User License Agreement that comes with the software. You will not be able to purchase the software license or install the software unless and until you agree to the terms of the End User License Agreement.
DISCLAIMERS AND LIMITATIONS ON LIABILITY
WE DO NOT WARRANT THE ACCURACY OF ANY INFORMATION PROVIDED ON THE SITE AND SUCH INFORMATION IS PROVIDED ON AN “AS IS” BASIS. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE OR NON-INFRINGEMENT, REGARDING ANY MATERIALS CONTAINED ON THE SITE.
WE ASSUME NO RESPONSIBILITY FOR ANY DELETION, DELAY IN OPERATION OR TRANSMISSION, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY INFORMATION PROVIDED BY YOU. WE ASSUME NO RESPONSIBILITY FOR ANY PROBLEMS OR TECHNICAL MALFUNCTIONS OF ANY WIRELESS OR WIRED TELEPHONE NETWORK, COMPUTER ONLINE SYSTEMS, SERVERS, OR PROVIDERS, COMPUTER EQUIPMENT OR SOFTWARE, INCLUDING ANY INJURY OR DAMAGE TO YOUR OR ANY OTHER PERSON’S COMPUTER, RELATED TO OR RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR DOWNLOADING ANY MATERIALS FROM THE SITE.
WE MAKE NO REPRESENTATIONS WITH RESPECT TO THE AVAILABILITY OF THE SITE OR THE LACK OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE ON THE SITE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR OUR MATERIALS, INCLUDING LOST REVENUES, LOSS OF BUSINESS OR LOSS OF DATA.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SITE, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION.
RELEASE AND INDEMNITY
You agree that neither we nor any of our members, officers, directors, employees, agents or service providers shall have any liability to you for claims related to your use of the Site and you hereby release us and our members, officers, directors, employees, agents or service providers from any and all such claims.
You agree to indemnify and hold us, our members, officers, directors, employees and agents harmless from any and all claims, liabilities, damages, and expenses (including attorneys’ fees) relating to your content and your use of the Site in violation of these Terms.
If you believe your copyrighted work or trademark has been uploaded, posted or copied to the Site in a way that constitutes copyright or trademark infringement, please notify our designated agent at: Vimtag LLC, 600 Third Avenue, 2nd floor. New York, 10016
Attn: Web Support. As soon as practical, we will investigate such claims and take appropriate action in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, et seq.
Any claims that material on the Site is defamatory or abusive towards you may be directed to the same contact.
Governing Law – These Terms shall be governed by and construed in accordance with the laws of New York, without reference to any conflicts of law principles that would result in the application of the laws of another jurisdiction. You agree that any legal action or proceeding concerning your use of the Site shall be brought exclusively in a state or federal court located in Orange County, New York, and you submit to the exclusive personal jurisdiction of such courts.
Assignment – We may assign our rights and delegate our duties under these Terms to any party at any time without notice to you or any third party.
No Implied Waiver – Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.
Severability – The provisions of these Terms are severable. In the event that any court of competent jurisdiction determines that any provision is invalid or unenforceable, such validity and unenforceability shall not in any way affect the validity or unenforceability of the remaining provisions.
If you have any other questions concerning the Site or these Terms, please contact: Vimtag LLC, 600 Third Avenue, 2nd floor. New York, 10016, Attn: Web Support.
VIMTAG INTERNET PRICING POLICY
To protect the investment of our valued partners, and to further develop the VIMTAG® brand reputation in the United States, Vimtag, LLC, has unilaterally adopted this Vimtag Internet Policy, effective June 1, 2016. This policy does not constitute an agreement between Vimtag LLC and any retailer. It is a unilateral statement of Vimtag's policy concerning the prices at which its line of products may be sold on the Internet.
Retailer customers of Vimtag are to sell VIMTAG® products only to end-user consumers within the USA. Sales to any retailer, wholesaler, dealer or distributor, or to any person outside the USA, via the Internet or in any other way, are strictly prohibited.
The remainder of this Internet Policy applies to all VIMTAG® products listed with a MIP (minimum internet price); and to all retailers who list and resell VIMTAG® products via the Internet.
- Vimtaghasa"MinimumInternetPricing"Policy(MIP)whichonlypertainstotheonlinepricing ofVIMTAG®products.The pricingofVIMTAG®productswithinbrickandmortarstoresisat the sole discretion of individual store owners and is excluded from the MIP policy. Vimtag reserves the right not to sell any VIMTAG® products to any retailer that resells via the internet any VIMTAG® product listed on the Vimtag products price list at a price lower than the published Minimum Internet Price for thatproduct.
- AqualifiedinternetretailerofVIMTAG®productsmayplaceitscompanyownedwebsiteonthird party online selling platforms / websites to resell VIMTAG® products.Vimtag permits the useofthirdpartyplatforms/websitesforthefulfillmentofordersfor VIMTAG®products except for Amazon.com.
- No retailer may sell VIMTAG® products to Amazon.com or for fulfillment of orders through Amazon.com. Any such sale or fulfillment is strictly prohibited.
- Notwithstanding anyprovisionofthis InternetPolicytothecontrary,retailersmaysell VIMTAG® products through sales or promotional events at prices below MIP, provided that advanceapprovaltoofferprice-discountedproductsthroughpromotionalevents isobtainedinwriting from Vimtag. Application for approval of such events must be submitted at least thirty (30) dayspriortothestartdate.Promotionalactivitiesinvolvingfreegoods,giftwithpurchaseorpurchase with purchase are effectively price discounted events. As such, approvals for these types of promotional activity, unless initiated by Vimtag, must beappliedforatleastthirty(30)dayspriortothestartdate.
- Promotionsarepermittedforcustomerownedwebstore/websitesonly.Promotionsarenotpermitted on any marketplacesites.
- Nopromotionmayrunformorethan14daysconsecutively.Vimtagmay allowalonger promotionalperiod,butwouldneedtoapprovewithcustomer oncasebycasebasis.
- If Vimtag determines that a customer has violated the terms of this Internet Policy, Vimtag may in its sole discretion take action with respect to that retailer, including,but not limited to, (1) canceling all open orders from the violating customer, and/or (2) refusing to accept new orders from the violatingcustomer.
- Vimtag reserves the right to alter the Internet Policy, its specialty products pricelist,and/ortheMinimum InternetPriceforanyproduct,atitssolediscretion,atanytime,withor without advancenotice.
INTERNET MINIMUM ADVERTISED PRICE POLICY
Vimtag, LLC (“Vimtag”) has unilaterally adopted an Internet Minimum Advertised Price Policy (“MAPP”), which is applicable to all authorized Vimtag distributors and authorized Vimtag resellers in the United States (“Authorized Partners”). MAPP is intended to protect the Vimtag brand as a premium offering, preserve the opportunity for competitive reseller margins and avoid channel conflict between Authorized Partners.
Although Authorized Partners remain free to establish their own advertised and resale prices, Vimtag will, without assuming any liability, impose sanctions as described herein against Authorized Partners who advertise Vimtag products online at prices below 90% of MAPP. MAPP pricing guidelines are consistent with the current Price List in existence between Vimtag and the Authorized Partners. Vimtag will not discuss any conditions of acceptance related to the MAPP guidelines, as they are non-negotiable and will not be altered for any Authorized Partner.
This policy is applicable to all online advertised prices made by Authorized Partners advertising Vimtag branded products. An online advertised price includes the price for a product shown on a web browser search; an Authorized Partner’s home page; content on a webpage within the Authorized Partner’s site or domain or, if the Authorized Partner is conducting e-commerce through a third party or subsidiary site or domain, content on a third party or subsidiary site or domain; or any other electronic media source, including Apps, social media forums and internet auctions.
Value-add promotions on Vimtag products can be advertised without violating MAPP as long as the Vimtag product is advertised at or above MAPP guidelines. Authorized Partners may not use shipping and handling incentives to circumvent MAPP. Product promotions with a price below MAPP guidelines shall not violate this policy if they are advertised in conjunction with Vimtag approved promotional activities.
In the event an Authorized Partner chooses not to follow MAPP, sanctions will be imposed by Vimtag in the following manner:
1 First Notification: Vimtag will send the Authorized Partner a communication noting the MAPP violation and will be allowed 10 business days to fix the infraction without further sanction.
2 Second Notification: In the event the Authorized Partner does not cure the infraction within 10 business days, then Vimtag will send the Authorized Partner a communication noting the MAPP violation and, after 10 additional business days, will demote the Authorized Partner to the next lower level of pricing discount.
3 Third Notification: In the event the Authorized Partner does not cure the infraction within 10 business days after the demotion to the next lower level of pricing discount, then Vimtag will send the Authorized Partner a communication noting the continued MAPP violation and, depending on the severity of the infraction, will either cancel the year-end growth rebate or terminate the distributor or reseller relationship.
Vimtag reserves the right at any time to modify, suspend, or discontinue the MAPP in whole or in part. Subject to the gravity and nature of the infraction, Vimtag, at its discretion, may accelerate the sanction level. All matters of interpretation and application of the terms of the MAPP shall remain within the sole discretion of Vimtag.
Enforcement of the MAPP will commence on June 1, 2016.