Merchant User License Agreement

This Merchant User License Agreement (the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by and among ILoveVelvet Inc., a Delaware Corporation (ILOVEVELVET.COM ) and the entity designated by the registration data provided herewith (Licensee) and applies to Licensee’s use of software downloaded from ILOVEVELVET.COM and Licensee’s use of services provided by ILOVEVELVET.COM .

READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM ILOVEVELVET.COM OR USING THE SOFTWARE OR SERVICES OF ILOVEVELVET.COM . BY LOADING THE ILOVEVELVET.COM SOFTWARE OR USING THE SERVICES OF ILOVEVELVET.COM , LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE.

ILOVEVELVET.COM RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE ILOVEVELVET.COM WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE ILOVEVELVET.COM WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE’S CONTINUED USE OF THE ILOVEVELVET.COM SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTE ACCEPTANCE OF SUCH CHANGES.

LICENSEE AGREES THAT THE SOFTWARE AND WEBSITE SERVICES ARE PROVIDED “AS IS.” ANY USE OF THE ILOVEVELVET.COM SOFTWARE AND WEBSITE IS AT LICENSEE’S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL ILOVEVELVET INC., BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE ILOVEVELVET.COM WEBSITE SERVICES, ERRORS IN OR LOSS OF ANY DATA, EVEN IF ILOVEVELVET.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, ILOVEVELVET INC., IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE OR SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. ILOVEVELVET.COM MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE ILOVEVELVET.COM SOFTWARE OR WEBSITE SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT ILOVEVELVET.COM SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.

ILOVEVELVET.COM  shall retain the ownership of this copy of ILOVEVELVET.COM  software and the documentation provided therewith (referred to as a single entity, or as components, as “the Licensed Software”) which is licensed on a non-exclusive basis for use under the following conditions.

Permitted Uses

Subject to the terms hereunder, ILOVEVELVET.COM  hereby grants to Licensee a limited, non-exclusive, non-transferrable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the ILOVEVELVET.COM  website solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. The are no implied rights of any kind.

Prohibited Uses/you Shall Not

(a) Make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the ILOVEVELVET.COM website, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without ILOVEVELVET.COM ’s prior written approval, (e) resell, rent or otherwise provide access to the ILOVEVELVET.COM website services to a third party or (f) take any action in an attempt to obtain any other ILOVEVELVET.COM user’s data, cause malfunction, crash, tamper with or otherwise impair the ILOVEVELVET.COM website and it services. Any rights not expressly granted hereunder are reserved by ILOVEVELVET.COM .

No rights in the ILOVEVELVET.COM software or services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Fees

Licensee agrees to timely pay the monthly fee set out in the order form on as required by the ILOVEVELVET.COM website. You agree to the Billing Policy, incorporated herein, and located here. Failure to comply with or otherwise pay fees due is a material breach of this agreement.

Data

Licensee acknowledges and agrees to the terms of the ILOVEVELVET.COM privacy policy located here. ILOVEVELVET.COM agrees that as between Licensee and ILOVEVELVET.COM , Licensee’s data maintained by Licensee on the ILOVEVELVET.COM website belongs to Licensee. Licensee hereby grants permission to ILOVEVELVET.COM for ILOVEVELVET.COM to use the data solely for providing Licensee the ILOVEVELVET.COM account, improving and maintaining the ILOVEVELVET.COM website services and for analytical purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information.

End Customer Personal Information

Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the ILOVEVELVET.COM system in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on ILOVEVELVET.COM ’s systems, (ii) Licensee agrees that ILOVEVELVET.COM can delete such data in the event the person whose data it is exercises the ILOVEVELVET.COM opt-out mechanism and (iii) any use of such data by Licensee shall comply with ILOVEVELVET.COM ’s privacy policy. Licensee shall indemnify and hold harmless ILOVEVELVET.COM from any claim brought against ILOVEVELVET.COM alleging that personal information stored on ILOVEVELVET.COM was improperly used where such use was by Licensee while such information was stored on ILOVEVELVET.COM or any use after Licensee has exported such data.

Termination

Licensee may terminate this license at any time. ILOVEVELVET.COM Inc., in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Service for any reason at any time if you do not comply with this Agreement. This license and Licensee’s right to use the Licensed Software and ILOVEVELVET.COM services automatically terminate if Licensee fails to comply with any provision of this Agreement. Licensee’s duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify ILOVEVELVET.COM with regard to end customer personal information shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination ILOVEVELVET.COM shall terminate the Licensee’s access to their ILOVEVELVET.COM account, the account itself and the data residing therein. LICENSEE MUST EXPORT THEIR ACCOUNT DATA PRIOR TO TERMINATION OF THE SERVICE. ILOVEVELVET.COM SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, ILOVEVELVET.COM reserves the right and Licensee acknowledges such right for ILOVEVELVET.COM to terminate service of Licensee’s account on 30 days notice if ILOVEVELVET.COM determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Confidentiality

Licensee agrees that the Licensed Software and the operation of the ILOVEVELVET.COM services and its processes is the confidential information of ILOVEVELVET.COM and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore ILOVEVELVET.COM shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.

Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Credit Card Processing Terms And Conditions

If Licensee has selected that credit card transaction processing will be provided automatically with the ILoveVelvet Inc.,  service using the Sterling Payment Technologies system, Licensee agrees to the following contractual provisions:

Licensee hereby authorizes ILoveVelvet Inc., to bind Licensee to the end-user license agreement preferred by Sterling Payment Technologies for the purpose of establishing Licensee as a customer of Sterling Payment Technologies.

Licensee shall be responsible for the operation and connection of their point of sale equipment with the Sterling Payment Technologies systems and services.

Licensee is liable for all fees charged to ILoveVelvet Inc., by Sterling Payment Technologies for Licensee’s use of the Sterling Payment Technologies system and service.

Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, sell or disseminate any credit/debit card-holder information obtained in a credit card transaction processed through ILoveVelvet Inc.,  or Sterling Payment Technologies, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data.

Licensee agrees that neither ILoveVelvet Inc.,  nor Sterling Payment Technologies shall be liable for any improperly processed transactions, illicit access to Licensee’s account with Sterling Payment Technologies or any of Licensee’s transaction data or unauthorized disclosure and use of passwords or Sterling Payment Technologies account access information.

Licensee agrees to immediately notify ILoveVelvet Inc., in the event of any security breach of Licensee’s systems or unauthorized access to Licensee’s transaction data.

Licensee shall indemnify and hold ILoveVelvet Inc., harmless from any claim brought against ILoveVelvet Inc., arising from breach by Licensee of any of the provisions under this section of the Merchant User License Agreement, including, without limitation all costs, expenses, reasonable attorney fees, damages or awards, as such costs and expenses are incurred.

LICENSEE AGREES THAT USE OF THE STERLING PAYMENT TECHNOLOGIES SYSTEM OR SERVICE IS AT LICENSEE’S SOLE AND ABSOLUTE RISK AND THAT ILOVEVELVET INC. SHALL NOT BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE STERLING PAYMENT TECHNOLOGIES SYSTEM OR SERVICE. LICENSEE ACKNOWLEDGES THAT ILOVEVELVET INC.,  IS NOT RESPONSIBLE FOR THE STERLING PAYMENT TECHNOLOGIES SYSTEM AND THAT NO WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, ARISES ON THE PART OF ILOVEVELVET INC.. LICENSEE AGREES THAT LICENSEE’S SOLE RECOURSE IN THE EVENT OF ANY CLAIM IS AGAINST BRIDGEPAY NETWORK SOLUTIONS, LLC AND LICENSEE HEREBY IRREVOCABLY RELEASES AND WAIVES ANY CLAIM IT HAS OR MAY HAVE, WHETHER OR NOT INCHOATE, AGAINST ILOVEVELVET INC. ARISING FROM USE OF THE STERLING PAYMENT TECHNOLOGIES SYSTEM.

Representation

The person assenting to this Merchant User License Agreement represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to ILOVEVELVET.COM is accurate in all respects.

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