Terms of Service
EFFECTIVE AS OF JUNE 1ST, 2020
General Terms
1) Introduction: Welcome to 5star365.com, a website operated by 5-Star VIP – a Florida Limited Liability Company. The type of currency exchanged through 5star365.com is the US Dollar. 5star365.com enables the sale of select memberships, products and services by third-party vendors, and it provides a mechanism for users to access associated content and benefits. Vendors are 100% responsible for any related memberships, products and services made available through 5star365.com. 5-Star VIP may retain a portion of sales for services provided to vendors, but it bears no liability for any membership, product or service offered by any vendor. All vendors are subject to the vendor agreement included with these terms. 5-Star 365, 5star365.com and other trademarks, service marks, trade dress and logos displayed on this site are the registered and common law trademarks of Suxede LLC (the parent company of 5-Star VIP) and its vendors, sponsors and partners. By accessing this website, you accept these Terms of Service and agree that your use of this website is subject to applicable law.
2) Use of Site: By entering the website, you confirm that you are willing to accept the binding financial and legal obligations arising from use of the website. If you purchase any products or use certain services on the website, you must provide certain minimum the required information to us. By entering any information on the website, you represent and warrant that: (i) you are using your actual identity; (ii) you have provided only true, accurate, current and complete information; and (iii) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. You may only use this website to browse the content, make inquiries to 5-Star VIP, order 5-Star VIP products and not for any other purposes. You are prohibited from posting to or transmitting from this website any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of this website, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages.
3) Proprietary Rights: You acknowledge that the website contains information, software, logos, photographs, video, graphics, audio or other material (the “Content”) that are protected by valid and protected copyrights, trademarks, trade secrets, patents, or other proprietary rights. You also acknowledge that the Content is solely 5-Star VIP’s property or has been licensed or otherwise approved for use by 5-Star VIP. You agree to comply with all copyright, trademark and other applicable laws. You may not modify, transmit, sell or transfer any of the Content. You may not reprint, republish, resell, or redistribute the Content, but you may print copies of the Content only if these copies are made only for your personal, non-commercial use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. You shall be liable for any damage resulting from any infringement of copyrights or other proprietary rights. You acknowledge that you have no license or any other proprietary rights to the Content, the trademarks, or any other intellectual property of 5-Star VIP. Any communication or material you transmit to the website or to 5-Star VIP, whether by electronic mail or otherwise, for any reason, will be treated as non-confidential and non-proprietary. 5-Star VIP may use anything that you transmit or post to the website or to 5-Star VIP in any manner without credit or compensation.
4) Links to Third Party Websites: 5-Star VIP may provide links to websites controlled by third parties. 5-Star VIP provides these links as a convenience, and the inclusion of any link does not imply 5-Star VIP’s endorsement of those websites or any association or affiliation with those websites or their owners. 5-Star VIP is not responsible for and does not endorse the content or services on or use of those websites. 5-Star VIP makes no representations and assumes no responsibility of any kind related to those websites or your use of or reliance on the content or services of those websites, including without limitation any errors or omissions or any offensive or otherwise objectionable content contained on those websites. You acknowledge and agree that your use of any website accessed from this website is at your own risk.
5) LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES: THE WEBSITE IS BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. 5-STAR VIP DOES NOT WARRANT THAT THE USE OF THE WEBSITE WILL BE UNINTERRUPTED, OR THAT THE WEBSITE IS ERROR FREE OR FREE OF VIRUSES. 5-STAR VIP DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE. 5-STAR VIP DOES NOT MAKE ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY, AVAILABILITY, TIMELINESS OR CONTENT OF THE WEBSITE. 5-STAR VIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION OR OTHER CONTENT PROVIDED BY 5-STAR VIP SHALL CREATE A WARRANTY, NOR SHALL YOU RELY ON SUCH INFORMATION OR CONTENT. 5-STAR VIP SHALL NOT BE RESPONSIBLE FOR ANY LOST OR CORRUPT DATA OR OTHER INFORMATION. IN NO EVENT SHALL 5-STAR VIP BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS 5-STAR VIP’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE.
6) Indemnification: You agree to defend, indemnify, and hold harmless 5-Star VIP, its officers, directors, employees, agents, contributors, advertisers, sponsors, investors, and licensors, from any claims, damages and expenses (including, without limitation, attorney’s fees), related to your use of the website or Content, including any breach of the Terms of Use. 5-Star VIP shall have the right, at its own expense, to participate in the defense and/or settlement of any claim or action, or to assume the exclusive defense and control of any matter otherwise subject to indemnification by you without relieving your indemnification obligations. In no event shall you settle any suit or claim imposing any liability or other obligations on 5-Star VIP without 5-Star VIP’s prior written consent.
7) Termination: 5-Star VIP may terminate your access to the website, or any part of it, at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever.
8) Modification of Terms of Use and Website Policies. 5-Star VIP may modify these Terms of Use or any of its posted website policies, which are hereby incorporated by reference, at any time, and any such modifications shall be effective immediately upon posting. Continued use of the website after any such changes shall constitute consent to such changes.
9) Construction: In the event that any portion of the Terms of Use is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of 5-Star VIP, and the remainder of the Terms of Use shall remain in full force and effect.
10) No Assignment/Implied Waiver/Modification: You may not assign these Terms of Use without 5-Star VIP’s prior written consent. These Terms of Use will be binding on, inure to the benefit of, and be enforceable against any user and any user’s respective successors and assigns. 5-Star VIP’ failure to enforce strict performance of any provision of these Terms of Use will not constitute a waiver of 5-Star VIP’s right to subsequently enforce such provision or any other provision of these Terms of Use. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use.
11) Applicable Law: These Terms of Use shall be governed by and construed in accordance with the laws of the State of Florida, except with regard to its conflicts of law rules. Any action relating to the website or these Terms of Use must be brought in the federal or state courts located in Fort Myers, FL, and you hereby irrevocably consent to the jurisdiction of such courts. Any cause of action you may have with respect to the website or these Terms of Use must be commenced within one (1) year after the claim or cause of action arises, or be barred.
12) Entire Agreement: These Terms of Service constitute the entire agreement of the parties for the website and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.
13) Relationship of Parties: You agree that no joint venture, partnership, employment, or agency relationship exists between you and 5-Star VIP as a result of this agreement or your use of the website.
Medical Disclaimer
NONE OF THE CONTENT PRESENTED ON OR RELATED TO THIS WEBSITE IS INTENDED TO BE USED AS A SUBSTITUTE OF ANY KIND FOR PROFESSIONAL HEALTHCARE ADVICE. IT IS YOUR DUTY TO OBTAIN PROFESSIONAL ADVICE FROM A QUALIFIED HEALTHCARE PROFESSIONAL TO MEET YOUR HEALTH AND FITNESS NEEDS. YOU SHOULD NOT ACT OR RELY ON ANY OF THE CONTENT WITHOUT SEEKING ADVICE OF A QUALIFIED PROFESSIONAL. BY USING THIS WEBSITE, YOU ACKNOWLEDGE THAT THE CONTENT DOES NOT REPLACE THE CARE OF PSYCHOLOGISTS, MEDICAL DOCTORS, PHYSICAL THERAPISTS OR OTHER HEALTHCARE PROFESSIONALS. THE CONTENT IS IN NO WAY TO BE CONSTRUED OR SUBSTITUTED AS PSYCHOLOGICAL COUNSELING, OR ANY OTHER TYPE OF MENTAL HEALTH TREATMENT, OR MEDICAL ADVICE. 5-STAR VIP LLC AND ITS VENDORS CANNOT GUARANTEE THE OUTCOME OF USING THE CONTENT PRESENTED ON OR RELATED TO THIS WEBSITE. ANY THIRD-PARTY COMMENTS ABOUT THE CONTENT ARE SOLELY AN OPINION OF THAT THIRD PARTY. IN NO EVENT WILL 5-STAR VIP LLC OR ANY VENDORS, AGENTS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, CONTRACTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO CASE WILL 5-STAR VIP LLC OR ANY OF ITS VENDORS’, AFFILIATES’, AGENTS’, SUPPLIERS’, AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’, OWNERS’, CONTRACTORS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU TO 5-STAR VIP LLC TO ACCESS THE CONTENT DELIVERED HEREIN, IN THE YEAR IN WHICH THE CLAIM AROSE. YOU UNDERSTAND AND AGREE THAT THE CONTENT IS NOT PROVIDING ANY HEALTHCARE ADVICE OR RECOMMENDATIONS OF WHAT TYPE OF HEALTHCARE AND TREATMENT YOU SHOULD RECEIVE. IF YOU ARE SEEKING ADVICE REGARDING ANY HEALTH CARE OR OTHER RELATED MEDICAL MATTERS, YOU SHOULD SEEK THE ADVICE OF A MEDICAL PROFESSIONAL.
Vendor Agreement
To use the 5-Star 365 Platform and Services as a vendor, you must agree to these Terms of Service (“Terms”). These terms are important and contain legal disclosures that affect the relationship between 5-Star VIP LLC (“5-Star VIP”) and the vendor (“Vendor”) signing up for the 5-Star 365 Platform and Services (as defined in these Terms). The Terms are a contract (the “Agreement”) between 5-Star VIP LLC and Vendor under which Vendor may access and use the 5-Star 365 Platform and Services and related websites, applications, or software. The Agreement is entered as of the date Vendor signs up for the 5-Star 365 Platform and Services (“Effective Date”). By establishing, activating, using, or paying for access to the 5-Star 365 Platform and Services, Vendor acknowledges that it has read and understood these terms, it agrees to the terms and conditions in this Agreement, and it represents it has the legal capacity to enter this Agreement and become bound by its terms, and to the prices, charges, and conditions provided to it.
IMPORTANT NOTICE
PLEASE BE AWARE THE SECTION BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU MAY HAVE AGAINST 5-STAR VIP ARE RESOLVED. IT CONTAINS AN ARBITRATION PROVISION AND A WAIVER PERMITTING YOU TO ONLY PURSUE CLAIMS AND SEEK RELIEF AGAINST 5-STAR VIP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE READ THEM.
1. Description of the 5-Star 365 Platform and Services
5-Star VIP allows customers to purchase Memberships from Vendor through 5-Star VIP’s unique website at 5star365.com, and its web-based mobile application (“the 5-Star 365 Platform”). 5-Star VIP offers Vendor Membership Services and Support Services (each defined below), collectively referred to as “Services.”
1.1. Membership Services. 5-Star VIP places Vendor on the 5-Star 365 Platform, allowing customers to place orders for Memberships from Vendor through the 5-Star 365 Platform (the “Membership Services”). The 5-Star 365 Platform provides customers who purchase a Membership from Vendor (“Members”) with a mechanism to redeem offers related to other products and services sold separately by Vendor (“Membership Benefits”). 5-Star VIP will retain exclusive access to and control over all elements of the 5-Star 365 Platform.
1.2. Support Services. 5-Star VIP provides Vendor and Members with technical support through the 5-Star 365 Platform (the “Support Services”). 5-Star VIP communicates with Vendor and Members and other users of the 5-Star 365 Platform and Services using phone, email, SMS messaging and other means. 5-Star VIP will retain exclusive access to and control over all aspects of these communications. 5-Star VIP is not liable for the result of any miscommunication between the company and Members or Vendor or other users of the 5-Star 365 Platform and Services. Support Services may be executed by independent contractors who are not employed by 5-Star VIP. 5-Star VIP is not liable or responsible for the actions of any independent contractors. Support Services may also be executed using any software, hardware or any combination thereof. 5-Star VIP will retain exclusive access to and control over all elements of Support Services, and it reserves the right to authorize or perform any action it sees fit, including issuing refunds and credit to Members, without obligation to Vendor.
1.3. The 5-Star 365 Platform. The 5-Star 365 Platform and all content contained therein, including all Customer Data, is owned or licensed by 5-Star VIP and may be used by 5-Star VIP at the company’s discretion. 5-Star VIP retains sole control over the 5-Star 365 Platform, including the use of any materials (logos, photographs, etc.) or information provided by Vendor (“Vendor Data”). Vendor grants 5-Star VIP an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use the Vendor Data on the 5-Star 365 Platform, and in connection with the presentation, marketing, advertising, and/or promotion of the Vendor for the duration of the Agreement. 5-Star VIP may list Vendor as a client of 5-Star VIP and a user of the 5-Star 365 Platform without having to obtain Vendor’s consent. Vendor owns all rights and interests in and to the Vendor Data, subject to the license granted to 5-Star VIP under the Agreement. 5-Star VIP may remove Vendor Data from the 5-Star 365 Platform at any time if it believes, in its sole discretion, that such Vendor Data: (i) may harm 5-Star VIP or the 5-Star 365 Platform; (ii) it violates any applicable laws; (iii) or infringes upon any third-party rights.
2. Vendor’s Duties and Obligations
2.1. Obligations. Vendor represents, warrants, and covenants that it will timely and properly honor and fulfill all Membership Benefits made accessible to Members via the 5-Star 365 Platform consistent with the offer descriptions posted on 5star365.com. Vendor further represents, warrants, and covenants it will comply with all applicable health and safety codes. Vendor represents, warrants, and covenants that it will provide up-to-date, accurate, and current information and assets including any relevant menu(s), hours of operation, address(es), pricing, and promotions, required for 5-Star VIP to perform the Services. Vendor further represents, warrants, and covenants it will continue honoring Membership Benefits for the duration of any Memberships sold through the 5-Star 365 Platform. If Vendor goes out of business or chooses to discontinue honoring Membership Benefits before the end of the term of any Membership sold, Vendor assumes any and all financial responsibilities and other obligations to Members.
2.2. Consent to Communications. Vendor consents to receiving communications from 5-Star VIP, including phone calls, faxes, emails, SMS and MMS text messages, messages through electronic apps or platforms, and any other communications made by and on behalf of 5-Star VIP that may relate to the 5-Star 365 Platform and Services, the Agreement, or Terms.
2.3. Confidentiality of Data. All Customer Data collected through the 5-Star 365 Platform and Services is owned by 5-Star VIP. Vendor agrees to maintain the confidentiality of all non-public Customer Data made accessible through the 5-Star 365 Platform and Services. “Customer Data” means customer information collected by 5-Star VIP or Vendor through the 5-Star 365 Platform or Services, including customer’s personal information (names, addresses, email addresses, phone numbers, payment information, credit cards, and customer orders). Vendor will use Customer Data only to meet its obligations under the Agreement, and not for any other purpose, unless authorized by the customer. Vendor will use best practices to protect and secure Customer Data. Vendor will notify 5-Star VIP immediately upon security breach of Customer Data or any reasonable suspicion thereof. Vendor will assist 5-Star VIP concerning any remedial measures and notification to affected parties. Upon termination of the Agreement, Vendor agrees to maintain the confidentiality of Customer Data and the terms of the Agreement.
2.4. Customer Terms of Service. Vendor agrees that its use of the 5-Star Platform and Services is subject to the 5-Star 365 Platform’s Customer Terms of Use as in effect at the time.
2.5. Confidentiality of Agreement. Vendor agrees not to disclose the terms of the Agreement to any third-party, including upon termination of the Agreement by either party.
3. Vendor’s Representations and Warranties
3.1. Warranties. Vendor represents, warrants and covenants: (i) it has the full right, power, and authority to enter into this Agreement, to meet its obligations hereunder, and to grant the licenses granted hereunder; (ii) it will comply with all applicable federal, state, and local laws, rules, and regulations in the conduct of its business and in the performance of its obligations under this Agreement, including, without limitation, laws relating to advertising, privacy, promotions, intellectual property, food preparation, health and safety codes, labor laws, and unfair business practices; (iii) the Vendor Data, including all images, photographs, logos, designs, and materials provided to 5-Star VIP, does not and will not infringe or otherwise violate the rights of any third party; (iv) it will provide accurate tax rates and calculations to 5-Star VIP; and (v) it will remit to the applicable taxing authority all legally-required taxes and will file all required tax returns and forms.
3.2. Alcohol, Cannabis and Controlled Substances. If Vendor offers alcohol, cannabis, other controlled substances or related content to Members, Vendor represents and warrants that it understands the applicable laws in its jurisdiction, and when a Member places an order that includes a controlled substance, Vendor shall abide by such laws, including, without limitation, checking customer’s ID at the time of pickup or takeout to confirm that customer is permitted to purchase and receive the substance, and that it maintains a valid and active applicable licenses and permits for the marketing, sale and distribution of the substance.
3.2. Explicit Content. If Vendor offers profane or otherwise explicit content to Members, Vendor represents and warrants that it understands the applicable laws in its jurisdiction, and that it Vendor will be wholly responsible for all repercussions of promoting explicit content.
4. Indemnification
Vendor agrees to defend, indemnify, and hold 5-Star VIP and its officers, directors, employees, successors, licensees, and agents harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Vendor’s breach of this Agreement or Vendor’s misuse of the 5-Star 365 Platform or Services. 5-Star VIP shall provide notice to Vendor of any such claim, suit, or proceeding and shall assist Vendor, at Vendor’s expense, in defending any such claim, suit, or proceeding. Vendor will assume the defense of the claim through counsel designated by it and reasonably acceptable to 5-Star VIP, provided that 5-Star VIP may use counsel of its choice at its own expense. Vendor will not settle or compromise any claim or consent to the entry of any judgment without the written consent of 5-Star VIP, which will not be unreasonably withheld.
5. Vendor’s 5-Star 365 Account
Vendor is solely responsible for confidentiality and use of its account on 5star365.com, including confidentiality of its password and account information, all identification and security codes that control access to the 5-Star 365 Platform and Services, and all content and communications from said account. Vendor will promptly notify 5-Star VIP of any misuse of Vendor’s account by an unauthorized user. Vendor agrees to provide notice in a commercially reasonable time, and to work with 5-Star VIP in good faith to resolve the issue.
6. Compliance with Applicable Laws
Vendor agrees it will comply with all applicable laws while using the 5-Star 365 Platform or Services, will not violate the rights of any third-party, and will not damage, interfere with, or disrupt the 5-Star 365 Platform or Services. Should 5-Star VIP determine, in its sole discretion, Vendor has violated this provision, it may suspend or terminate Vendor’s account without notice to Vendor. Vendor agrees and consents to allowing 5-Star VIP to audit its use of the 5-Star 365 Platform and Services to enforce the provisions of the Agreement.
Vendors who transact business with California residents agree to abide by and comply with the California Privacy Protection Act as applicable to each transaction.
7. Fees; Vendor Dashboard; Taxes.
7.1. Fees. As consideration for Vendor’s rights to use the 5-Star 365 Platform and Services, Vendor shall pay 5-Star VIP an agreed upon fee for each Membership sold through the 5-Star 365 Platform (“Membership Services Fee”). The Membership Services Fee will be deducted from revenue generated by the sale of Vendor’s Memberships. The remaining revenue generated by the sale of Vendor’s Memberships (the “Vendor Commissions”) will be retained by 5-Star VIP until the next scheduled Payout Date. Payouts of Vendor Commissions are scheduled to occur once per calendar month. Payouts include any unpaid Vendor Commissions earned from orders processed prior to the end of the previous month (the “Payout Period”). Payouts may not occur until the value of the Vendor Commissions reaches a minimum threshold amount. Payout Date, Payout Period and threshold amounts may vary at any time for any reason. 5-Star VIP is not liable for any accounting errors or other errors caused by any human or machine. 5-Star VIP will charge the Membership Services Fee on all Memberships sold through the 5-Star 365 Platform. 5-Star VIP may, upon its sole discretion, amend the Membership Services Fee or the Vendor Commission by providing Vendor with written notice (3) days prior to the amendment taking effect. Vendor will also pay a non-refundable Onboarding Fee prior to being considered for placement on the 5-Star 365 Platform. 5-Star VIP has the right to refuse access to the 5-Star 365 Platform and Services for any reason.
7.2. Vendor Dashboard. Order details, Vendor Commissions, Customer Data, and other information relating to the 5-Star 365 Platform will post within an area of Vendor’s 5-Star 365 Account (the “Vendor Dashboard”). 5-Star VIP may change the Vendor Dashboard or the information displayed within it at any time. 5-Star VIP bears no liability for any inaccuracies portrayed by the data posted to the Vendor Dashboard.
7.3. Taxes. All Membership prices are inclusive of any tax and other fees due. In connection with any order placed through the 5-Star 365 Platform, Vendor will be wholly responsible for any owing to any governmental authority, such as sales tax, VAT, and use taxes, applicable to all orders. Vendor will report and pay all sales tax collected through the 5-Star 365 Platform to the applicable taxing authorities.
8. Term and Termination
8.1. Effective Date and Termination. This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with Section 8. 5-Star VIP may terminate the Agreement for any reason, or no reason, upon written notice to Vendor. Vendor may terminate the Agreement for any reason, or no reason, upon written notice to 5-Star VIP delivered at least sixty (60) days prior to the proposed date of termination. Notwithstanding the foregoing, 5-Star VIP, however, may suspend the Services or Vendor’s access to the 5-Star 365 Platform during any time it believes Vendor breaches the Agreement.
8.2. Duties Upon Termination. Upon termination of this Agreement, all Membership Services Fees and Delivery Fees due to 5-Star VIP shall be paid within thirty (30) days from the date of termination. All rights and licenses granted under this Agreement will cease upon notice of termination. Vendor agrees to return any hardware to 5-Star VIP within thirty (30) days from the date of termination.
8.3. Survival. The following provisions will survive termination of this Agreement: Indemnification; Confidentiality of Data; Confidentiality of Agreement, Vendor’s Warranties; Binding Arbitration; Class Action Waiver; Limitations of Liability, and Miscellaneous Provisions; and any other terms required for the full interpretation of the Agreement following expiration or termination will survive any expiration or termination of the Agreement.
9. Binding Arbitration
If a dispute arises between Vendor and 5-Star VIP relating to this Agreement, the 5-Star 365 Platform, or the Services provided by 5-Star VIP, either party may elect to exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Fort Myers, Florida, unless otherwise agreed. A Florida court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In addition, we may bring an action for injunctive relief in any court of competent jurisdiction.
10. Class Action and Jury Waiver
Vendor agrees that any claim or dispute in any arbitration or proceeding shall be brought on an individual basis only, and not as a class action or collective action, and there is no right or authority for any dispute or claim to be brought in a purported representative capacity on behalf of the general public or any other persons. Regardless of anything herein, the interpretation, applicability or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator.
11. Disclaimer
5-STAR VIP CANNOT GUARANTEE THE 5-STAR 365 PLATFORM WILL BE AVAILABLE AT ALL TIMES. VENDOR AGREES AND UNDERSTANDS THE 5-STAR 365 PLATFORM, AND SERVICES PROVIDED BY 5-STAR VIP, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” 5-STAR VIP WILL NOT BE LIABLE TO VENDOR FOR DAMAGES RESULTING FROM THE FAILURE OF THE 5-STAR 365 PLATFORM, SERVICES, OR VENDOR CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN AS EXPRESSLY PROVIDED IN THE AGREEMENT, 5-STAR VIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, THE 5-STAR 365 PLATFORM, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION DISCLAIMS ANY AND ALL STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
12. Limitation of Liability
5-STAR VIP WILL NOT BE LIABLE TO VENDOR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, REGARDLESS OF WHETHER 5-STAR VIP WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 5-STAR VIP’S MAXIMUM LIABILITY UNDER THE AGREEMENT WILL BE THE AMOUNT OF VENDOR-RELATED MEMBERSHIP SERVICES FEES EARNED BY 5-STAR VIP DURING THE CALENDAR MONTH IMMEDIATELY PRIOR TO THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
13. Miscellaneous Provisions
13.1. Parties Are Independent Contractors. 5-Star VIP and Vendor are independent contractors and are not joint employers of any individual. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. The Agreement is not intended to benefit any third party.
13.2. Governing Law. Except for the Arbitration Agreement, which is governed by the FAA, the Agreement will be governed by Florida law, without regard to conflict of law principles.
13.3. Entire Agreement. This Agreement constitutes the entire Agreement between 5-Star VIP and Vendor with respect to the 5-Star 365 Platform and Services, and supersedes all previous or contemporaneous agreements, whether written or oral. In the event of any conflict between the Agreement and any other contract or agreement, the terms of the Agreement will control.
13.4. Right to Update Terms and Agreement. Vendor agrees that 5-Star VIP has the right to update and modify these Terms at any time in its sole discretion by posting updated Terms on the 5-Star 365 Platform. The Agreement may not be amended by Vendor unless such amendment is signed by an authorized representative of 5-Star VIP.
13.5. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
13.6. Force Majeure. A party will not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control.
13.7. Assignment of Agreement. Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) and service(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract. Vendor may not assign the Agreement without the prior written consent of 5-Star VIP.
14. Notices
All notices under the Agreement will be in writing. All notices to Vendor will be sent to Vendor at the email address provided to 5-Star VIP. All notices to 5-Star VIP will be sent to the email address included in the Contact Information below, unless 5-Star VIP instructs the Vendor do otherwise.
Associate Agreement
To use the 5-Star 365 Platform and Services as an associate, you must agree to these Terms of Service (“Terms”). These terms are important and contain legal disclosures that affect the relationship between 5-Star VIP LLC (“5-Star VIP”) and the associate (“Associate”) signing up for the 5-Star 365 Platform and Services (as defined in these Terms). The Terms are a contract (the “Agreement”) between 5-Star VIP LLC and Associate under which Associate may access and use the 5-Star 365 Platform and Services and related websites, applications, or software. The Agreement is entered as of the date Associate completes the online form on the “Associate Registration” page of 5star365.com (“Effective Date”). By establishing, activating, using, or paying for access to the 5-Star 365 Platform and Services, Associate acknowledges that it has read and understood these terms, it agrees to the terms and conditions in this Agreement, and it represents it has the legal capacity to enter this Agreement and become bound by its terms, and to the prices, charges, and conditions provided to it.
IMPORTANT NOTICE
PLEASE BE AWARE THE SECTION BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU MAY HAVE AGAINST 5-STAR VIP ARE RESOLVED. IT CONTAINS AN ARBITRATION PROVISION AND A WAIVER PERMITTING YOU TO ONLY PURSUE CLAIMS AND SEEK RELIEF AGAINST 5-STAR VIP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE READ THEM.
1. Referrals and Compensations
1.1 Referral Process. 5-Star VIP allows Associate to submit potential new Vendors (each a “Prospective Vendor”) to 5-Star VIP’s unique website at 5star365.com, and its web-based mobile application (“the 5-Star 365 Platform”). Associate shall submit each Prospective Vendor through the online form on the “Refer a Vendor” page of 5star365.com. Associate shall complete all required fields as specified on such online form and go through the required process to submit all necessary contact information and any relevant details that will assist in securing the business. If Prospective Vendor has no prior history of communication with 5-Star VIP, and Associate is not an employee of Prospective Vendor, 5-Star VIP may credit the submission to Associate as a “Referral”. If the Referral results in Prospective Vendor being added to 5-Star 365 Platform as a “Vendor” and earning Vendor Commissions within 180 days following the date of the Referral submission, 5-Star VIP, at its sole discretion, may offer Associate a Referral Fee and/or Referral Commission (each defined below), collectively referred to as “Referral Compensations.”
1.2. Referral Fees. 5-Star VIP charges each Vendor an Onboarding Fee to initiate their placement on the 5-Star 365 Platform. A Referral Fee is a set percentage or portion of the Onboarding Fee charged to the referred Vendor.
1.3. Referral Commissions. 5-Star VIP charges each Vendor a Membership Services Fee as consideration for Vendor’s rights to use the 5-Star 365 Platform. A Referral Commission is a set percentage or portion of the net revenue earned by 5-Star VIP from charging a Membership Services Fee to the referred Vendor. The net revenue is equal to the gross amount charged minus the estimated cost of merchant processing fees. Referral Commissions may only be earned on orders processed within a set time period immediately following Vendor’s placement on the 5-Star 365 platform (the “Referral Commission Period”), and they may only be offered if Associate meets the Criteria for Earning Referral Commissions in accordance with Section 1.4.
1.4 Criteria for Earning Referral Commissions. In order for Associate to be considered for the payment of Referral Commissions, Associate must fulfill the following responsibilities relative to the placement of any referred Vendor on the 5-Star 365 Platform.
Pre-Launch:
Review Vendor’s program and related assets and confirm that all marketing and technology is in proper order. Discuss launch with Vendor and confirm that all pre-launch procedures have been completed.
Month 1:
Day 2: Contact Vendor and discuss how their initial launch is going. Answer all Vendor’s questions and/or forward questions to 5-Star VIP. Confirm that Vendor knows to contact Associate with any questions, and prioritize responding to any outreach from Vendor.
Day 8: Contact Vendor and obtain an update about their launch. Remind Vendor of upcoming “Secret Shopper” event (next week). Inform 5-Star VIP of any Vendor needs.
Day 15: Visit the Vendor’s location as a “Secret Shopper” and complete the related assessment.
Day 16: Contact Vendor and discuss the results of the Secret Shopper assessment. Remind Vendor of the next Secret Shopper event (in 2 weeks). Inform 5-Star VIP of any Vendor needs.
Month 2:
Day 1: Visit the Vendor’s location as a “Secret Shopper” and complete the related assessment.
Day 2: Contact Vendor and discuss the results of the Secret Shopper assessment. Remind Vendor of future follow-up (in 2 weeks). Inform 5-Star VIP of any Vendor needs.
Day 15: Contact Vendor and discuss any needs they may have. Remind Vendor of future follow-up (next month). Inform 5-Star VIP of any Vendor needs.
Month 3:
Day 15: Contact Vendor and discuss any needs they may have. Remind Vendor of future follow-up (next quarter). Inform 5-Star VIP of any Vendor needs.
Ongoing:
Contact Vendor at least once every 90 days and discuss any needs they may have. Perform Secret Shopper events at least once every 180 days and discuss results of assessments with Vendor. Remind Vendor of future follow-up and Secret Shopper events. Inform 5-Star VIP of any Vendor needs.
1.5. Payouts. Payouts of Referral Compensations are scheduled to occur once per calendar quarter. Payouts include any unpaid Referral Compensations earned from orders processed prior to the end of the previous calendar quarter (the “Payout Period”). Payouts may not occur until the value of the Referral Compensations reaches a minimum threshold amount. Payout Date, Payout Period and threshold amounts may vary at any time for any reason. 5-Star VIP is not liable for any accounting errors or other errors caused by any human or machine. 5-Star VIP may, upon its sole discretion, amend the Referral Fee or the Referral Commission by providing Associate with written notice (3) days prior to the amendment taking effect.
EXAMPLE: 5-Star VIP often charges the Vendor a Membership Services Fee equal to 30% of the gross revenue generated from the sale of Memberships. The net revenue earned from those sales equals the total of the Membership Services Fee minus the cost of Merchant Processing Fees, which often equals approximately 5% of gross revenue. Therefore, the net revenue used to calculate an Associate’s Referral Commission often equals 25% of gross revenue. In this case, if an Associate’s Referral Commission equals 15% of net revenue, it can be calculated as 3.75% of gross revenue. Therefore, if a referred Vendor was to sell $60,000 worth of Memberships in a year, the managing Associate would earn $2250 in Referral Commissions (plus any applicable one-time Referral Fees).
NOTE: Revenue from Vendor sales does not include processing fees charged to the customer by 5-Star VIP. 5-Star VIP retains 100% of those fees.
2. Associate’s Duties and Obligations
2.1. Consent to Communications. Associate consents to receiving communications from 5-Star VIP, including phone calls, faxes, emails, SMS and MMS text messages, messages through electronic apps or platforms, and any other communications made by and on behalf of 5-Star VIP that may relate to the 5-Star 365 Platform and Services, the Agreement, or Terms.
2.2. Confidentiality of Data. All Customer Data collected through the 5-Star 365 Platform and Services is owned by 5-Star VIP. Associate agrees to maintain the confidentiality of all non-public Customer Data made accessible through the 5-Star 365 Platform and Services. “Customer Data” means customer information collected by 5-Star VIP or any vendor through the 5-Star 365 Platform or Services, including customer’s personal information (names, addresses, email addresses, phone numbers, payment information, credit cards, and customer orders). Associate will use Customer Data only to meet its obligations under the Agreement, and not for any other purpose, unless authorized by the customer. Associate will use best practices to protect and secure Customer Data. Associate will notify 5-Star VIP immediately upon security breach of Customer Data or any reasonable suspicion thereof. Vendor will assist 5-Star VIP concerning any remedial measures and notification to affected parties. Upon termination of the Agreement, Associate agrees to maintain the confidentiality of Customer Data and the terms of the Agreement.
2.3. Customer Terms of Service. Associate agrees that its use of the 5-Star Platform and Services is subject to the 5-Star 365 Platform’s Customer Terms of Use as in effect at the time.
2.4. Confidentiality of Agreement. Associate agrees not to disclose the terms of the Agreement to any third-party, including upon termination of the Agreement by either party.
3. Associate’s Representations and Warranties
Associate represents, warrants and covenants: (i) it has the full right, power, and authority to enter into this Agreement, to meet its obligations hereunder, and to grant the licenses granted hereunder; (ii) it will comply with all applicable federal, state, and local laws, rules, and regulations in the conduct of its business and in the performance of its obligations under this Agreement, including, without limitation, laws relating to advertising, privacy, promotions, intellectual property, food preparation, health and safety codes, labor laws, and unfair business practices; (iii) it will remit to the applicable taxing authority all legally-required taxes and will file all required tax returns and forms.
4. Indemnification
Associate agrees to defend, indemnify, and hold 5-Star VIP and its officers, directors, employees, successors, licensees, and agents harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Associate’s breach of this Agreement or Associate’s misuse of the 5-Star 365 Platform or Services. 5-Star VIP shall provide notice to Associate of any such claim, suit, or proceeding and shall assist Associate, at Associate’s expense, in defending any such claim, suit, or proceeding. Associate will assume the defense of the claim through counsel designated by it and reasonably acceptable to 5-Star VIP, provided that 5-Star VIP may use counsel of its choice at its own expense. Associate will not settle or compromise any claim or consent to the entry of any judgment without the written consent of 5-Star VIP, which will not be unreasonably withheld.
5. Associate’s 5-Star 365 Account
Associate is solely responsible for confidentiality and use of its account on 5star365.com, including confidentiality of its password and account information, all identification and security codes that control access to the 5-Star 365 Platform and Services, and all content and communications from said account. Associate will promptly notify 5-Star VIP of any misuse of Associate’s account by an unauthorized user. Associate agrees to provide notice in a commercially reasonable time, and to work with 5-Star VIP in good faith to resolve the issue.
6. Compliance with Applicable Laws
Associate agrees it will comply with all applicable laws while using the 5-Star 365 Platform or Services, will not violate the rights of any third-party, and will not damage, interfere with, or disrupt the 5-Star 365 Platform or Services. Should 5-Star VIP determine, in its sole discretion, Associate has violated this provision, it may suspend or terminate Associate’s account without notice to Associate. Associate agrees and consents to allowing 5-Star VIP to audit its use of the 5-Star 365 Platform and Services to enforce the provisions of the Agreement.
Associates who transact business with California residents agree to abide by and comply with the California Privacy Protection Act as applicable to each transaction.
7. Vendor Dashboard; Taxes.
7.1. Vendor Dashboard. Order details, Vendor Commissions, Customer Data, and other information relating to the 5-Star 365 Platform will post within an area of Vendor’s 5-Star 365 Account (the “Vendor Dashboard”). All Referral Compensations will be based on this information. 5-Star VIP may change the Vendor Dashboard or the information displayed within it at any time. 5-Star VIP bears no liability for any inaccuracies portrayed by the data posted to the Vendor Dashboard.
7.2. Taxes. In connection with any Payouts issued to Associate, Associate will be wholly responsible for any owing to any governmental authority, such as income tax and self-employment tax.
8. Term and Termination
8.1. Effective Date and Termination. This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with Section 8. 5-Star VIP or Associate may terminate the Agreement for any reason, or no reason, upon ninety (90) days’ written notice to the other party. Notwithstanding the foregoing, 5-Star VIP, however, may suspend the Services or Associate’s access to the 5-Star 365 Platform during any time it believes Associate breaches the Agreement.
8.2. Duties Upon Termination. Upon termination of this Agreement, all Membership Services Fees and Delivery Fees due to 5-Star VIP shall be paid within thirty (30) days from the date of termination. All rights and licenses granted under this Agreement will cease upon notice of termination. Associate agrees to return any hardware to 5-Star VIP within thirty (30) days from the date of termination.
8.3. Survival. The following provisions will survive termination of this Agreement: Indemnification; Confidentiality of Data; Confidentiality of Agreement, Associate’s Warranties; Binding Arbitration; Class Action Waiver; Limitations of Liability, and Miscellaneous Provisions; and any other terms required for the full interpretation of the Agreement following expiration or termination will survive any expiration or termination of the Agreement.
8.4. Non-Compete. During the term of this Agreement and for a period of two (2) years following its termination, Associate agrees not to engage in any business activities that directly compete with the5-Star VIP’s 5-Star 365 Membership Platform within the USA. This non-compete clause shall apply unless 5-Star VIP provides written consent for the Associate to engage in specific competing activities.
9. Binding Arbitration
If a dispute arises between Associate and 5-Star VIP relating to this Agreement, the 5-Star 365 Platform, or the Services provided by 5-Star VIP, either party may elect to exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Fort Myers, Florida, unless otherwise agreed. A Florida court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In addition, we may bring an action for injunctive relief in any court of competent jurisdiction.
10. Class Action and Jury Waiver
Associate agrees that any claim or dispute in any arbitration or proceeding shall be brought on an individual basis only, and not as a class action or collective action, and there is no right or authority for any dispute or claim to be brought in a purported representative capacity on behalf of the general public or any other persons. Regardless of anything herein, the interpretation, applicability or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator.
11. Disclaimer
5-STAR VIP CANNOT GUARANTEE THE 5-STAR 365 PLATFORM WILL BE AVAILABLE AT ALL TIMES. ASSOCIATE AGREES AND UNDERSTANDS THE 5-STAR 365 PLATFORM, AND SERVICES PROVIDED BY 5-STAR VIP, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” 5-STAR VIP WILL NOT BE LIABLE TO ASSOCIATE FOR DAMAGES RESULTING FROM THE FAILURE OF THE 5-STAR 365 PLATFORM, SERVICES, OR ASSOCIATE CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN AS EXPRESSLY PROVIDED IN THE AGREEMENT, 5-STAR VIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, THE 5-STAR 365 PLATFORM, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION DISCLAIMS ANY AND ALL STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
12. Limitation of Liability
5-STAR VIP WILL NOT BE LIABLE TO ASSOCIATE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, REGARDLESS OF WHETHER 5-STAR VIP WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 5-STAR VIP’S MAXIMUM LIABILITY UNDER THE AGREEMENT WILL BE THE AMOUNT OF ASSOCIATE-RELATED MEMBERSHIP SERVICES FEES EARNED BY 5-STAR VIP DURING THE CALENDAR MONTH IMMEDIATELY PRIOR TO THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
13. Miscellaneous Provisions
13.1. Parties Are Independent Contractors. 5-Star VIP and Associate are independent contractors and are not joint employers of any individual. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. The Agreement is not intended to benefit any third party.
13.2. Governing Law. Except for the Arbitration Agreement, which is governed by the FAA, the Agreement will be governed by Florida law, without regard to conflict of law principles.
13.3. Entire Agreement. This Agreement constitutes the entire Agreement between 5-Star VIP and Associate with respect to the 5-Star 365 Platform and Services, and supersedes all previous or contemporaneous agreements, whether written or oral. In the event of any conflict between the Agreement and any other contract or agreement, the terms of the Agreement will control.
13.4. Right to Update Terms and Agreement. Associate agrees that 5-Star VIP has the right to update and modify these Terms at any time in its sole discretion by posting updated Terms on the 5-Star 365 Platform. The Agreement may not be amended by Associate unless such amendment is signed by an authorized representative of 5-Star VIP.
13.5. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
13.6. Force Majeure. A party will not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control.
13.7. Assignment of Agreement. Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) and service(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract. Associate may not assign the Agreement without the prior written consent of 5-Star VIP.
14. Notices
All notices under the Agreement will be in writing. All notices to Associate will be sent to Associate at the email address provided to 5-Star VIP. All notices to 5-Star VIP will be sent to the email address included in the Contact Information below, unless 5-Star VIP instructs the Associate do otherwise.
Security Capabilities and Policy For Transmission Of Payment
1. What information do we collect and how do we use it? When you place an order through 5star365.com, we need to know your name, e-mail address, phone number and credit or debit card details to process your order successfully.
2. How does 5star365.com protect customer information? When you place orders, we use a secure server. The secure server software (SSL) encrypts all information you input before it is sent to us. Furthermore, all of the sensitive customer data we collect is protected by several layers of encryption and several layers of security to prevent unauthorized access.
3. Credit Card Details: All credit and debit card payments are processed securely through the Stripe payment gateway. 5star365.com does not store any credit card information on our servers.
4. Payment Information: Our payment options are safe and secure. None of your payment details are stored – this ensures you will be happy with the security of your transaction.
5. Your Consent: By using our website, you consent to the collection and use of this information. If we decide to change our privacy policy, we will post those changes so that you are always aware of what information we collect, how we use it, and under what circumstances we disclose it.
Refunds and Returns Policy
1. Overview: Our refund and returns policy extends to tangible products only and lasts 30 days. If 30 days have passed since your purchase, we cannot offer you a refund or exchange. To be eligible for a return or exchange, your item must be unused and in the same condition that you received it. It must also be in the original packaging. Several types of tangible products and other goods are exempt from being returned or exchanged, as are all virtual products, including membership dues. Perishable goods such as food, flowers, newspapers or magazines cannot be returned or exchanged. We also do not accept products that are intimate or sanitary goods, hazardous materials, or flammable liquids or gases. Additional non-returnable items include gift cards, downloadable software products, health and personal care items.
2. Returns: To complete your return, we require a receipt or proof of purchase. Please do not send your purchase back to the manufacturer. There are certain situations where only partial refunds are granted, including any book with obvious signs of use; any CD, DVD, VHS tape, software, video game, cassette tape, or vinyl record that has been opened; any item that is not in its original condition or that is damaged or missing parts for reasons not due to our error; and any item that is returned more than 30 days after delivery.
3. Refunds: Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund. If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within a certain amount of days.
4. Processing: If you haven’t received a refund yet, first check your bank account again. Then contact your credit card company, it may take some time before your refund is officially posted. Next contact your bank. There is often some processing time before a refund is posted. If you’ve done all of this and you still have not received your refund yet, please contact us at support@5star365.com.
5. Sale items: Only regular priced items may be refunded. Sale items cannot be refunded.
6. Exchanges: We only replace items if they are defective or damaged. If you need to exchange it for the same item, send us an email at support@5star365.com.
7. Gifts: If the item was marked as a gift when purchased and shipped directly to you, you’ll receive a gift credit for the value of your return. Once the returned item is received, a gift certificate will be mailed to you. If the item wasn’t marked as a gift when purchased, or the gift giver had the order shipped to themselves to give to you later, we will send a refund to the gift giver and they will find out about your return.
8. Shipping Returns: To return your product, send us an email at support@5star365.com. You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping will be deducted from your refund. Depending on where you live, the time it may take for your exchanged product to reach you may vary. If you are returning more expensive items, you may consider using a trackable shipping service or purchasing shipping insurance. We don’t guarantee that we will receive your returned item.
9. Customer Support: Need help? Contact us at support@5star365.com for questions related to refunds and returns.
