guidelines to ensure transparency, compliance, and a smooth partnership.
These terms and conditions govern the sale of products and provision of services. They are the only terms that apply to any transactions between the customer and seller.
THESE TERMS AND CONDITIONS GOVERN THE SALE OF PRODUCTS AND PROVISION OF SERVICES. THEY ARE THE ONLY TERMS THAT APPLY TO ANY TRANSACTIONS BETWEEN THE CUSTOMER AND SELLER. ANY OTHER TERMS OR CONDITIONS THAT YOU, THE CUSTOMER, PROVIDE ARE CONSIDERED A MATERIAL CHANGE TO THIS AGREEMENT AND WILL BE AUTOMATICALLY REJECTED.
BY ACCEPTING DELIVERY OF PRODUCTS OR ENGAGING A VLC AFFILIATE, AS SPECIFIED IN THE INVOICE, STATEMENT OF WORK, OR OTHER DOCUMENTATION FROM VLC ("SELLER"), TO PROVIDE PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS UNLESS THERE IS A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND SELLER, IN WHICH CASE THE TERMS OF THAT AGREEMENT WILL GOVERN.
ANY DESCRIPTIONS OF PRODUCTS OR SERVICES POSTED ON SELLER'S WEBSITE OR MOBILE APPLICATIONS ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT FORM PART OF THIS AGREEMENT.
These Terms and Conditions represent a binding agreement between the Customer and Seller and may be referred to as the "Agreement" or "Terms." By placing an order or making a purchase through any Seller website, mobile application, or through other channels, the Customer agrees to these Terms, which will apply to all product purchases ("Products") and services ("Services") as defined herein. These Terms are subject to change, with any changes taking effect as posted on the relevant Seller site when the Customer places an order or signs a Statement of Work. Any changes to these Terms will apply only to new orders placed after the changes are made, unless otherwise agreed in writing between Customer and Seller.
The Customer agrees to receive electronic records, which may be provided via email or through a web browser connected to the Internet. The Customer can revoke consent to receive such electronic records or request a non-electronic version by contacting Seller. Access to these records requires Internet connectivity, and the Customer should consult their Internet service provider for details. Any electronic signatures (including scanned or emailed copies of signatures) will be treated as legally binding as if they were written and physically signed.
A purchase order issued by the Customer is for administrative purposes only. Any additional or conflicting terms in such purchase orders are considered void and are not part of the agreement between the parties. No prior dealings or established usage of trade between the parties will affect the interpretation of these Terms or any other related documentation, including purchase orders, invoices, or statements of work.
This Agreement supersedes all prior communications or agreements, whether oral, written, or implied, between the parties concerning the matters addressed in these Terms.
THIS AGREEMENT, ANY STATEMENTS OF WORK, THE SERVICES PROVIDED UNDER THIS AGREEMENT, AND THE SALE OF PRODUCTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. ANY DISPUTES, INCLUDING ARBITRATION OR LITIGATION, WILL BE HANDLED EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND THE CUSTOMER CONSENTS TO THE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED IN COOK COUNTY. CUSTOMER FURTHER WAIVES THE RIGHT TO CHANGE VENUE IN ANY LEGAL ACTION.
EXCEPT IN CASES OF NON-PAYMENT, NO LEGAL ACTION ARISING OUT OF THESE TERMS AND CONDITIONS CAN BE INITIATED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.
THE RIGHTS AND REMEDIES PROVIDED UNDER THIS AGREEMENT ARE CUMULATIVE AND ADDITIONAL TO ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY.
If Customer provides Seller with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer.
Customers may order services (collectively, "Services") from or through Seller from time to time. Certain Services may be provided by third parties, including, but not limited to, extended warranty service by manufacturers, and are sold by Seller as distributor or sales agent ("Third Party Services").
In the case of Third-Party Services, Customer shall consider the third party to be the contracting party and the third party shall be the party responsible for providing the services to the Customer and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third-Party Services. Customer and Customer's Affiliates (defined below) hereby release Seller and Seller's Affiliates (defined below) from all claims arising from or relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by Seller will be collected solely in the capacity as an independent sales agent. "Affiliate" means, with respect to a party, an entity that controls, is controlled by, or is under common control with such party.
Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed. Seller, or any of its Affiliates on behalf of Seller, may execute a Statement of Work. In the event of an addition to or a conflict between any term or condition of the Statement of Work and these Terms and Conditions, these Terms and Conditions will control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable Statement of Work. Each Statement of Work may be signed in separate counterparts, each of which shall be deemed original and all of which together will be deemed to be one original.
In addition to any specific duties in a Statement of Work, Customer agrees to assist Seller in the performance of the Services by:
Customer acknowledges that the accuracy and completeness of the information provided, as well as cooperation from Customer's staff and contractors, is critical to the successful delivery of the Services. Seller will follow all reasonable security protocols communicated by Customer.
Seller may perform Services at Customer's location, at Seller's own facilities, or at other agreed-upon sites. When Services are performed at Customer's premises, Seller will attempt to work during Customer's normal business hours unless otherwise agreed. Customer must provide access to relevant staff and resources necessary for Seller to perform the Services. Additionally, Customer agrees to maintain adequate insurance for the location and indemnify Seller for any damages, liabilities, or losses arising from the performance of Services, except in cases of gross negligence or willful misconduct by Seller.
Orders are not binding on Seller until accepted by Seller. Customer agrees to pay for the Products, including shipping, as applicable. Payment terms for Services are detailed in the Statement of Work. If no schedule is specified, payments are due upon receipt of Seller's invoice. Invoices must be paid according to the specified terms, with past-due amounts accruing interest at the rate of 1.5% per month or the highest permissible rate by law.
Customer is responsible for taxes, fees, and charges associated with Products and Services unless exempt, in which case appropriate documentation must be provided. Any payment defaults will result in Customer being liable for Seller's collection costs, including attorney's fees. Seller reserves the right to suspend Services until payments are received. Seller also retains a security interest in the Products until full payment is made, and Customer authorizes Seller to file necessary financing statements.
Where applicable, Customer agrees to reimburse Seller for reasonable out-of-pocket expenses related to the performance of Services, including travel and accommodation.
If this transaction involves the export of items (including, but not limited to, commodities, software, or technology) that are subject to the Export Administration Regulations, such items have been exported from the United States by Seller in compliance with the Export Administration Regulations. Customer agrees that it will not divert, use, export, or re-export these items in violation of U.S. law. Customer explicitly acknowledges and agrees that it will not export, re-export, or transfer these items to any entity or person in any country subject to U.S. economic sanctions that impose comprehensive embargoes, unless prior authorization is obtained from the U.S. Government. The list of such countries may change from time to time but currently includes Cuba, Iran, Sudan, and Syria.
Customer also acknowledges that it will not export, re-export, or provide such items to individuals or entities that are prohibited by U.S. law from receiving them, including, but not limited to, individuals or entities listed on the U.S. Treasury Department's Specially Designated Nationals list or the U.S. Commerce Department's Denied Persons List, Entity List, or Unverified List. Additionally, Customer understands that manufacturers' warranties for exported Products may differ or may be voided if the Products are exported outside of the United States.
Customer acknowledges that Seller is not the manufacturer of the Products purchased and that the only warranties applicable are those provided by the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying solely on the manufacturer's specifications, not on any representations, photographs, or illustrations provided by Seller or its Affiliates. SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES RELATED TO THIRD-PARTY SERVICES. THIS DISCLAIMER DOES NOT AFFECT ANY MANUFACTURER'S WARRANTY.
Customer expressly waives any claims against Seller or its Affiliates regarding product liability, infringement, or alleged infringement of patents, copyrights, trade secrets, or other intellectual property rights (collectively referred to as "Claims") concerning any Products, and waives any right to indemnification from Seller or its Affiliates for any such Claims brought by third parties. Customer acknowledges that no employee of Seller or its Affiliates is authorized to make any representations or warranties on behalf of Seller or its Affiliates that are not expressly included in this Agreement.
Seller makes no warranties regarding the applicability of laws and regulations affecting the manufacturing, performance, sale, packaging, and labeling of Products within Customer's territory.
Furthermore, Customer acknowledges and agrees that Seller does not warrant the Products as being suitable for use in high-risk environments, including but not limited to aircraft or automobile safety devices, life support systems, medical devices, nuclear facilities, or weapons systems. CUSTOMER AGREES TO INDEMNIFY SELLER AGAINST ANY CLAIMS ARISING FROM SUCH USE OF THE PRODUCTS. Customer further agrees to review and adhere to the manufacturer's disclaimers and restrictions regarding use in high-risk environments.
Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole remedy for any breach of this warranty, at Seller's option, will be either (a) the re-performance of the Services or (b) a refund for the portion of Services not performed in substantial compliance with this warranty. CUSTOMER MUST NOTIFY SELLER IN WRITING WITHIN FIVE (5) BUSINESS DAYS after the performance of the Services in question. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT AMENDS SELLER'S WARRANTY, and subject to applicable law, Seller disclaims all other warranties or representations, express or implied, including but not limited to warranties of fitness for a particular purpose, merchantability, durability, title, accuracy, or non-infringement. This applies even if the express warranty fails of its essential purpose.
Customer acknowledges that no representative of Seller or its Affiliates is authorized to make any warranty or representation outside of this Agreement or any Statement of Work that specifically amends Seller's warranty.
Customer is solely responsible for backing up data and protecting software from loss, damage, or corruption. In the event of any data loss or corruption during the performance of Services, SELLER, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS, AND AGENTS ARE RELEASED FROM ALL LIABILITY regarding the loss, damage, or corruption of data and software. Customer assumes all risks associated with data and software loss, including data stored on disk files and other memory devices.
Seller will not be liable for any delays in delivery or performance caused by circumstances beyond Seller's reasonable control. These may include, but are not limited to, product unavailability, shipping delays, fire, severe weather, power outages, labor disputes, war, terrorism, embargoes, natural disasters, or governmental actions. Any shipping or completion dates provided by Seller, or deadlines in a Statement of Work or other documents, are estimates only and are subject to change.
Seller reserves the right to modify pricing, Product availability, and Service offerings at any time, due to reasons including, but not limited to, changes in market conditions, discontinuation of Products, unavailability of Products, price changes by manufacturers or suppliers, and errors in advertisements. All orders are subject to availability of both Products and the necessary Personnel for performing Services. Therefore, Seller cannot guarantee the fulfillment of Customer's orders. In cases where Services are performed on a time and materials basis, any estimates provided are for planning purposes only.
Any credit issued by Seller to Customer is valid for a period of two (2) years from the date of issuance and may only be used for future purchases of Products and/or Services. Any unused portion of the credit will automatically expire after this two-year period.
UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN, WILL SELLER, ITS AFFILIATES, OR ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR:
IN THE EVENT OF LIABILITY INCURRED BY SELLER OR ITS AFFILIATES, THE ENTIRE LIABILITY FOR DAMAGES WILL BE LIMITED TO THE LESSER OF:
Upon full payment for Services, Customer is granted a non-transferable, non-exclusive, royalty-free license to use the work product, materials, and deliverables created or provided by Seller ("Work Product") solely for internal use. Customers have no ownership rights or property rights to the Work Product and may not use it for any other purposes. Any third-party intellectual property incorporated into the Work Product remains subject to third-party rights, and Customer's use may be restricted by agreements with those third parties.
Both parties acknowledge that it may be necessary to share confidential information—whether from the disclosing party, its affiliates, or third parties—in connection with this Agreement or any associated Statement of Work. "Confidential Information" refers to any information, in oral, written, or electronic form, that the receiving party knows or should reasonably know is proprietary and confidential, and which is disclosed during this Agreement. This includes, but is not limited to, the terms of any Statement of Work. Confidential Information does not include information that:
Whenever practical, the disclosing party should clearly label or identify Confidential Information as such. However, failure to label or identify information will not alter its confidential status.
Each party agrees to protect the other party's Confidential Information for a period of three (3) years after disclosure, using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Disclosure of Confidential Information will be limited to:
Both parties agree not to use the other party's Confidential Information for any purpose other than those specified in this Agreement. Upon written request, each party will return or destroy the other party's Confidential Information.
If disclosure is required by law, regulation, or legal proceedings, the receiving party must promptly notify the disclosing party, allowing them to seek protective measures. The receiving party will make reasonable efforts to ensure the Confidential Information is treated as confidential by any third party.
VLC permits returns based on the policies of the original product manufacturer. Software or Services cannot be returned if the packaging has been opened. Software distributed electronically cannot be returned once the licenses have been downloaded. Customers must report any damaged Products to VLC Customer Relations within fifteen (15) days of receipt.
Other return conditions are as follows:
If, in connection with the provision of Products or Services, the Customer requests that Seller install custom software images, the Customer hereby represents and warrants to VLC as follows:
The Customer will be solely responsible for reconstructing any data that may be lost during the installation of the Software, including data stored on disk files, tapes, memories, or other storage media. VLC reserves the right, at its sole discretion, to terminate the installation of the Software if it determines that any representation or warranty made by the Customer is inaccurate, whether in whole or in part. In such cases, VLC may, at its discretion, require additional assurances or security. Termination by VLC will not relieve the Customer of its obligation to pay for services rendered or to be rendered under its agreements with VLC.
The Customer agrees to indemnify, defend, and hold harmless VLC, its affiliates, and their respective directors, officers, employees, and agents from any and all liabilities, debts, obligations, claims, penalties, fines, demands, judgments, actions, losses, damages, costs, or expenses (including attorney fees and any other costs or expenses) arising from or related to:
Either party may terminate the performance of Services or a Statement of Work for cause if the other party fails to remedy a material default within the specified time frame. A material default must be identified in writing. Once notified, the defaulting party has thirty (30) days to cure the breach, with ten (10) days allowed for monetary defaults. If the breach is not cured within the time frame, termination may occur immediately unless the default is beyond cure, in which case the party may avoid breach by demonstrating reasonable efforts to remedy the issue (except for Customer's payment obligations).
In the event of termination, the Customer agrees to pay the Seller for all Services rendered and expenses incurred up to the date of termination, including any termination fees specified in the applicable Statement of Work. The Customer will also cover any costs related to demobilization or other direct expenses resulting from the termination. Upon termination, all rights and obligations under the Agreement will cease, except for any actions that arose prior to termination, outstanding payment obligations, and provisions that are intended to survive termination, such as limitations of liability, indemnity, confidentiality, licensing of Work Product, and this survival clause.
Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including, but not limited to, statutory, common law, intentional tort, and equitable claims) arising from or relating to the Products, the Services, the interpretation or application of these Terms and Conditions, or any Statement of Work, including the breach, termination, or validity thereof, the relationships resulting from these Terms and Conditions or any Statement of Work (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or any advertising or marketing by Seller or its Affiliates (collectively, a "Claim"), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION AT THE ELECTION OF SELLER, THE CUSTOMER, OR THE THIRD PARTIES INVOLVED.
If arbitration is selected, it will be conducted in accordance with the Rules of the American Arbitration Association. Once arbitration is elected by any party concerning a Claim, neither Seller nor the Customer will have the right to litigate the Claim in court, nor will they be entitled to a jury trial. Pre-arbitration discovery will be limited to the extent allowed by the applicable arbitration rules or as agreed upon by the parties. Furthermore, the Customer will not have the right to participate as a representative or member of any class of claimants in any Claim.
This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), regardless of any choice of law provision in these Terms and Conditions. The arbitration will take place exclusively in Chicago, Illinois. Any court with jurisdiction may enter a judgment on the award issued by the arbitrator(s). Each party involved will bear its own costs for legal representation, discovery, or research required for the arbitration. The existence or results of the arbitration will be kept confidential.
Notwithstanding the above, all matters related to the collection of amounts due to Seller from the Products or Services will be litigated exclusively in court rather than through arbitration.
SELLER reserves the right to assign or subcontract any or all of its rights or obligations related to the sale of Products or performance of Services, including the right to assign the right to receive payments, without requiring the CUSTOMER'S consent. CUSTOMER shall not assign or transfer these Terms and Conditions, or any of its rights or obligations, without the prior written consent of SELLER. Subject to the restrictions on assignment contained herein, these Terms and Conditions will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
No provision of this Agreement or any Statement of Work shall be considered waived, amended, or modified unless such waiver, amendment, or modification is made in writing and signed by both parties. The relationship between SELLER and CUSTOMER is that of independent contractors, and nothing in this Agreement shall be construed as creating an employer/employee, partnership, or joint venture relationship.
In the event that any term or provision of this Agreement or a Statement of Work is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity or unenforceability shall not affect the remainder of the Agreement or Statement of Work, and the remaining terms and provisions shall continue in full force and effect.
All notices under this Agreement must be provided in writing and will be deemed received either upon actual receipt or, if mailed, three (3) days after being sent by prepaid regular mail or airmail, or one (1) day after being sent via courier or facsimile transmission.
A delay or failure by either party to exercise any right or remedy under this Agreement shall not be deemed a waiver of that right or remedy, and either party may enforce its rights at any time thereafter.