These General Terms and Conditions of Use ("Terms") are entered into by and between you and Vince, LLC (“Vince”). In consideration of your use of and access to this Internet website (“Vince website”) and the promises and obligations herein, and intending to be legally bound, you and Vince hereby agree that your access to and use of the Vince website is subject to these Terms, as well as any modifications issued by Vince to these Terms, and all applicable laws and regulations. BY USING THIS WEBSITE, YOU AGREE TO AND WILL BE DEEMED TO BE BOUND BY THESE TERMS. If you do not want to be bound by these Terms, do not use the Vince website. Among other things, Vince provides information concerning various products and services and the opportunity to obtain additional information concerning those products and services or to purchase them. These Terms and the information provided by Vince in no way override the terms and conditions of your purchase of any product or service except as specifically provided herein. To the extent any area within the Vince website contains specific terms and conditions concerning its use ("Specific Terms"), those Specific Terms are in addition to these Terms. To the extent there is a direct conflict between these Terms and the Specific Terms, the Specific Terms shall prevail.
IMPORTANT NOTICE: Your use of the Vince website is subject to an arbitration provision in Section 13 requiring all claims to be resolved by way of binding arbitration. By agreeing to these Terms, you and Vince hereby waive any right to participate in a Class-Action lawsuit or class-wide arbitration.
2. Changes in Terms
Vince shall have the right at any time and without prior notice, at our sole discretion, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Vince website. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Vince website. You are responsible for reviewing the Terms periodically for any modification that may affect your rights or obligations hereunder. You agree that you shall be deemed to be apprised of and bound by any modification by Vince to these Terms. ANY ACCESS OR USE OF THIS WEBSITE BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR ACCEPTANCE OF SUCH REVISIONS OR ADDITIONS. No modification to these Terms by any party other than Vince shall be valid or enforceable against Vince unless expressly agreed to by Vince in a writing signed by a duly authorized officer of Vince.
Vince reserves the right to immediately terminate this agreement and/or your access to and use of the Vince website or any portion thereof, at any time and for any reason, with or without cause. Vince shall have no liability for termination of this agreement. Upon termination of this agreement, your right to use the Vince website shall immediately cease.
4. Compliance With Laws
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Vince website and your purchase of items from Vince (if applicable) on the Vince website.
All design and content featured on the Vince website, including the text, images, photographs, graphics, logos, illustrations, descriptions, data, and other material, as well as the selection, assembly and arrangement thereof, are referred to collectively as the "Content," and are copyrights, trademarks, trade dress, and/or intellectual property that are owned, controlled, or licensed by Vince. This website in its entirety is protected by copyright and applicable trade dress. The Content may contain errors, omissions, or typographical errors or may be out of date. Vince may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational purposes only and is not binding on Vince in any way except to the extent it is specifically indicated to be so. You may view and use the Content only for your personal, noncommercial use, and for shopping and ordering on the Vince website, and for no other purpose, and you shall retain intact all copyright and other proprietary notices. Except as provided in the foregoing, Vince does not grant to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through the Vince website, including without limitation by transferring, downloading or otherwise copying any Content onto any disk drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms, or as otherwise expressly permitted in the Content or in writing signed by Vince, is strictly prohibited.
6. Linked Third Party Sites
Links to other Internet websites operated by third parties, including Vince vendors, do not constitute sponsorship, endorsement, or approval by Vince of the content, policies, or practices of such linked sites. Linked sites are not operated, controlled, or maintained by Vince, and Vince is not responsible for the availability, content, security, policies, or practices of linked sites, including, without limitation, privacy policies and practices. Links to other sites are provided for your convenience only, and you access them at your own risk.
7. Prices; Orders (Applicable if Products Are Sold on vince.com)
All prices displayed on the Vince website are quoted in U.S. dollars unless a change in currency is selected. Vince may restrict delivery to addresses within the United States and Canada. Vince will add shipping and handling fees and applicable sales/use tax as necessary. Vince reserves the right without prior notice to discontinue or change specifications and prices on products and services offered on the Vince website without incurring any obligation to you. Products displayed on the Vince website are available while supplies last. The receipt by you of an order confirmation does not constitute Vince's acceptance of an order. Prior to Vince's acceptance of an order, verification of information may be required. Vince reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from Vince, for any reason. Vince reserves the right to limit the order quantity on any item and to refuse service to any customer without prior notification. In the event that a product or service is listed at an incorrect price due to supplier pricing information or typographical error, Vince shall have the right to refuse or cancel orders placed for the product listed at the incorrect price, regardless of whether the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Vince shall promptly issue a credit to your credit card account in the amount of the incorrect price.
If you register with the Vince website, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your registration or any rights associated with your registration. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access the password protected portions of the Vince website using your credentials. Vince may, in our sole discretion, and at any time, with or without notice, terminate your password and registration, for any reason or no reason at all.
9. Intellectual Property
Vince, our suppliers, licensors, or the original creators of all materials on the Vince website own all copyrightable subject matter on the Vince website and all trademarks, patents, proprietary information, technologies, products, processes or other proprietary rights of Vince and/or such other parties. No license to or right in any such copyrights, trademarks, patents, proprietary information, technologies, products, processes and other proprietary rights of Vince and/or other parties is granted to or conferred upon you. In addition, direct linking, deep linking, framing, page-jacking, meta-tagging, and using a robot, spider or automated device of any kind to monitor or copy the Vince website is strictly prohibited.
Notwithstanding the foregoing, Vince hereby authorizes you only to copy the content herein solely for your personal and private use in learning about, evaluating, or acquiring Vince products. Except where expressly noted, no other permission is granted to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on the Vince website. Any unauthorized use of any material contained on the Vince website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Any other use of materials on the Vince website, including reproduction for purposes other than those expressly permitted herein, modification, distribution, or republication, without prior written permission from Vince is strictly prohibited. Any copy made by you as permitted herein must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials. The use of such materials on any other website or in any environment of networked computers is prohibited.
10. Submissions of Materials
Vince is pleased to hear from our customers and welcomes your comments regarding Vince’s services and products. However, Vince does not allow submission or consideration of creative ideas, suggestions, or materials (“Creative Ideas”) other than those that have been specifically requested.
If you at any time submit to us through any media Creative Ideas at Vince’s request, or without any solicitation despite our request to not do so, unless Vince indicates otherwise, you grant Vince and our affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display any such Creative Idea throughout the world in any media. You also grant Vince and our affiliates the right to use the name you submit in connection with any such Creative Idea, if it so chooses. You represent and warrant that you own or otherwise control all Creative Ideas you submit to Vince and you will indemnify Vince and our affiliates for all claims arising out of any Creative Idea you submit.
In the event the Vince website contains hypertext links to websites that are not created or maintained by Vince, these Terms apply only to the Vince website and not to any of these third-party websites. Vince is not responsible for the accuracy, relevance, timeliness, or completeness of those third-party websites. The inclusion of any link to such websites does not imply endorsement, sponsorship or recommendation by Vince of the third-party websites. Vince disclaims any liability for links (1) from another website to the Vince website, and (2) to another website from the Vince website. Vince cannot guarantee the standards of any website to which links are provided on the Vince website, nor shall Vince be held responsible for the contents of those websites, or any subsequent links. For this reason, Vince does not represent or warrant that the contents of any third-party website is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Vince does not endorse the contents of these third-party websites in any way. Also, Vince is not responsible for web casting or any other form of transmission received from any linked website. Any reliance on the contents of a third-party website is done at your own risk, and you assume all responsibilities and consequences resulting from such reliance.
VINCE MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE VINCE WEBSITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, INFORMATION AND MATERIALS. VINCE ALSO DOES NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE VINCE WEBSITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT VINCE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT AND MATERIALS ON THIS SITE ARE PROVIDED TO USERS "AS IS," WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE "AS IS" CONDITION OF CONTENT IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE VINCE WEBSITE. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
13. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL VINCE, ITS SUBSIDIARIES AND AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, ITS SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM ANY PRODUCT OR SERVICE SOLD OR PROVIDED ON THE VINCE WEBSITE, EVEN IF VINCE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VINCE’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.
You agree to defend, indemnify, and hold harmless Vince, its subsidiaries and affiliates, Vince's vendors, and each of their affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys' fees and court costs), arising out of or relating to (i) your violation of these Terms, (ii) any allegation that any information on material (including any Creative Ideas) submitted by you violates any intellectual property rights of any third party, or (iii) any activity related to your account.
15. Dispute Resolution, Arbitration and Class Action Waiver
This Section 15 includes an arbitration agreement and an agreement that all claims will be brought either in arbitration or in small claims court and, in either case, only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
A. Informal Process First
Both you and Vince agree that in the event of any dispute between us, you and Vince will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.
B. Mandatory Arbitration of Disputes
All disputes between you and Vince will be resolved by BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to these Terms, including with respect to the interpretation of any provision of these Terms or concerning the performance or obligations of Vince or you, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its Commercial Arbitration Rules at the request of either Vince or you pursuant to the following conditions:
Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will be conducted at a JAMS facility in your area or at a JAMS facility in New York City.
Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified herein.
Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’ Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure, and the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no power or authority to amend or disregard any provision of this section or any other provision of these Terms, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on consecutive days unless otherwise agreed in writing by the parties.
Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.
Costs and Fees. You will be subject to a $250 filing fee to initiate an arbitration. To the extent permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration, with Vince remaining responsible for its share of costs, expenses and fees plus any costs, expenses and fees required of it under JAMS procedures.
Litigation. Either party also may, without waiving any remedy under these Terms, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Other. The Federal Arbitration Act and federal arbitration law apply to these Terms.
C. Class Action Waiver
The parties expressly waive any ability to maintain any class action in any forum. Any arbitration, claim or other proceedings by or between you and Vince shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that these Terms specifically prohibits you from commencing arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator
16. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of New York, U.S.A., without regards to conflicts of laws principles. Notwithstanding the mandatory arbitration provision you have agreed to above, any dispute in connection with these Terms that results in court action shall be resolved by a state or federal court located in the State of New York, U.S.A., and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non-convenience.
Last updated December 2019.