Terms of Sale

Last Modified: November 21, 2024

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES, INCLUDING THROUGH THE SITE (DEFINED BELOW), YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH VEMWELL LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms of Sale") apply to the purchase and sale of products and services on or through vemwell.art (whether in browser based or mobile format, the "Site") or through any other method or channel if these Terms of Sale are provided or made available for review in connection with a purchase through such other method or channel. These Terms of Sale are subject to change by Vemwell LLC (referred to as "us," "we," or "our" as applicable) without prior written notice at any time, in our sole discretion. The latest version of these Terms of Sale will be posted on this Site, and you should review these Terms of Sale before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms of Sale will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section ‎7).

1. Order Acceptance and Cancellation.

You agree that your order is an offer to buy, under these Terms of Sale, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Vemwell LLC and you will not take place unless and until you have received your order confirmation email. Any services that you purchase pursuant to these Terms of Sale and for which you receive an order confirmation specifying the services purchased are referred to herein as the “Services.” Any products that you purchase pursuant to these Terms of Sale and for which you receive an order confirmation specifying the products purchased are referred to herein as the “Products.” Certain Products may be provided as part of a package price with other Products, and these Terms of Sale shall apply with equal force to all such Products that are “included” in the price of any other Products or provided without additional charge.

2. Prices and Payment Terms.

(a) All prices posted on this Site are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes, customs fees, or charges for shipping and handling fees for Products shipped outside the continental United States. All such taxes and charges will be added to your total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

(b) Terms of payment are within our sole discretion, and we may, but shall not be required to, offer a payment plan to some customers. We may offer the services of a third‑party on or through the Site to facilitate financing for an order. If you choose to utilize such third‑party services (for example, Affirm), you shall be subject to all terms and conditions of such third‑party service provider. Such third‑party may perform a credit inquiry and may request certain information from you in connection therewith. We do not control any such third‑parties, and we are not responsible for any action or omission by such third‑parties. Unless we offer you a payment plan in writing (including the details of such plan), payment must be received by us before our acceptance of an order, including, without limitation, all applicable taxes, customs fees, and charges for shipping and handling. If we do not accept your order, we will return or cancel any pending payment. Unless otherwise agreed by us in writing, we will not ship any Product until we have received payment in full, and all partial payments are non-refundable and forfeited to us in the event full payment is not completed. We accept most credit cards purchases. We shall not be required to accept any other payment method. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes and customs fees, if any. If we provide an invoice or other writing memorializing the payment due in connection with your order of Services and/or Products, these Terms of Sale shall apply to any such invoice or other writing and to the order and purchase of such Services and Products.

3. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the Products to you. You will pay all shipping and handling charges specified during the ordering process.

(b) Title and risk of loss pass to you upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

4. Returns and Refunds.

All sales of Products and Services are final, non-refundable, and non-returnable other than as explicitly set forth in this Section ‎4.

(a) If you receive a Product that is different than the Product you ordered, please contact us immediately at contact@vemwell.art. We may require you to provide photographic or other evidence related to the erroneously delivered Product. If you received the wrong Product due to our error, we will replace it with the correct Product, at our cost. We may require you to return the erroneously delivered Product prior to sending the replacement.

(b) If you receive a Product in damaged condition, you may submit a claim within seven (7) days of delivery of the damaged Product by e-mailing us at contact@vemwell.art. After seven (7) days, we shall not accept claims for damage. You must carefully follow all of the following instructions to submit a claim for damages: (1) When you receive any Product from us or our affiliate, examine the outside of the box or shipping container and note any visible damage; (2) If damaged, take pictures of the damaged area(s) and the entire outside of the box or container prior to opening it; (3) Open the package and examine its contents for any damage; (4) If the Product is damaged, take clear and complete pictures of all damaged areas of the Product and the entire Product; (5) Send all photos and other evidence of damage to contact@vemwell.art and include the work “Damage” and your order number in the subject line. We will attempt to resolve the issue, including by submitting a damage claim to the applicable shipping carrier; however, at all times, we shall have full discretion to provide a refund, replace the Product, credit your account, or provide any other or no remedy that we deem appropriate. Do not return any Product to us without first contacting us and receiving express authority to return a Product. If you make your own arrangements for return shipping, you bear the risk of loss during shipment.

(c) We cannot accept claims for damage after the seven (7) day period referenced above. When you purchase fine art prints, you are solely responsible for the care and maintenance of such Product(s). We use our best efforts to print using high quality materials; however, we cannot and do not guarantee that prints will never fade. For example, placing a print in a location with a large amount of direct sunlight may cause it to fade over time. All sales are final, non-returnable, and non-refundable other than as set forth in Section ‎4(a) or ‎4(b). Nothing in this Section 4 is intended to limit the applicability of Section 5(b).

5. NO WARRANTY; DISCLAIMERS; LIMITATION OF LIABILITY.

(a) WE MAKE NO EXPRESS OR IMPLIED WARRANTIES, COVENANTS, OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICES OR PRODUCTS OR ANY CONTENT OF THE SERVICES OR PRODUCTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING), STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT, WITH REGARD ANY PRODUCT OR SERVICE YOU ORDER OR PURCHASE FROM US. THE SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. BY WAY OF EXAMPLE, BUT NOT LIMITATION, AND WITHOUT LIMITING THE APPLICABILITY OF SECTION 4(c), WE DO NOT REPRESENT OR WARRANT THAT PRODUCTS CONSISTING OF ART OR PHOTOGRAPHY PRINTS WILL NEVER FADE OR BECOME DISCOLORED, REGARDLESS OF THE CARE TAKEN BY US OR YOU TO PRESERVE THE ORIGINAL QUALITY AND CONDITION OF SUCH PRODUCTS.

(b) INFORMATION PROVIDED THROUGH OR IN ANY SERVICES OR PRODUCTS (INCLUDING BOOKS) IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION AND EDUCATIONAL PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK.

(c) FOR THE AVOIDANCE OF DOUBT, VEMWELL LLC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOU WILL ACHIEVE ANY PARTICULAR RESULT AS A RESULT OF ORDERING OR PURCHASING ANY OF OUR SERVICES OR PRODUCTS. ALL STATEMENTS MADE BY US OR ANY THIRD-PARTY ABOUT THE SERVICES OR PRODUCTS ARE SIMPLY OUR OPINION OR THE OPINION OF THE PERSON OR ENTITY MAKING THE STATEMENTS AND NOT GUARANTEES OR PROMISES OF ACTUAL PERFORMANCE. THE INFORMATION PROVIDED BY VEMWELL LLC (WHETHER IN CONNECTION WITH SERVICES OR A PRODUCT OR OTHERWISE) SHOULD NEVER BE CONSIDERED LEGAL OR FINANCIAL ADVICE OR COUNSEL. YOU SHOULD CONSULT WITH A LICENSED ATTORNEY, FINANCIAL ADVISOR, ACCOUNTANT, OR OTHER EXPERT, AS APPLICABLE, IN CONNECTION WITH ANY MATTER THAT MAY IMPACT YOUR LEGAL RIGHTS OR FINANCIAL OR TAX POSITION OR LIABILITY.

(d) SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

(e) TESTIMONIALS, ENDORSEMENTS, AND COMMENTS BY OUR CUSTOMERS OR AUDIENCE REGARDING OUR SERVICES AND PRODUCTS, OR THE RESULTS OBTAINED BY ANY SUCH CUSTOMER OR AUDIENCE MEMBER, ARE MERELY THE OPINION OF THE INDIVIDUAL PROVIDING SUCH TESTIMONIAL, ENDORSEMENT, OR COMMENT. THE RESULTS EXPERIENCED BY INDIVIDUALS RECEIVING OR USING THE SERVICES OR PRODUCTS MAY VARY SIGNIFICANTLY.

(f) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DISCLAIMERS INCLUDED IN THESE TERMS OF SALE ALSO APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, LOSS OF PROFITS BY YOU, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

(g) LIMITATION OF LIABILITY.

(i) IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF (I) YOUR CONDUCT OR THAT OF ANYONE ELSE IN CONNECTION WITH USE OF THE SERVICES OR PRODUCTS; (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE; (IV) ANY ACTION WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; (V) ANY TERMINATION OR CANCELLATION OF YOUR RIGHT TO ACCESS OR USE THE SITE OR THE SERVICES; (VI) ANY PRODUCTS OR SERVICES, INCLUDING ANY DAMAGES OR INJURY ARISING FROM ANY USE OF SUCH PRODUCTS OR SERVICES; OR (VII) THE SITE OR ANY OTHER MATTER RELATING TO THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii) IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE ACCESSING THE SITE AND TO CEASE USING THE SERVICES AND RELATED PRODUCTS. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED (WHETHER THROUGH THE SITE OR ANOTHER METHOD OR CHANNEL), NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT SERVICES OR PRODUCTS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

6. Intellectual Property Use and Ownership.

You acknowledge and agree that, with respect to all Services and Products sold or provided by Vemwell LLC, no license is granted (whether expressly, by implication, or otherwise) under these Terms of Sale or by any other method other than the limited license to display Products for your personal use or enjoyment and not for commercial gain.

(a) Vemwell LLC and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each Product and Service made available on or sold through the Site or sold through any other method or channel, subject only to the limited license granted hereunder.

(b) Use Restrictions. You shall not, directly or indirectly, use or make any copies of the Products beyond the scope of the limited license granted under this Section ‎6 or use the Services or Product in violation of any law, regulation, or rule.

7. Privacy.

We respect your privacy and are committed to protecting it. Our Privacy Policy, (found here), governs the processing of all personal data and information collected from you in connection with your purchase of Products or Services through the Site.

8. Force Majeure.

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale caused by or arising out of any event, act, occurrence, or circumstance beyond Vemwell LLC’s reasonable control, including, without limitation, the laws, regulations, or orders of any governmental, regulatory, or judicial authority, war, civil commotion, destruction of facilities or materials, fire, flood, earthquake, storm (or other act of God), labor disturbances, riots, protests, heath epidemics and pandemics (whether or not declared by any governmental authority), shortage of material, or failure of public utilities or common carriers.

9. Governing Law and Jurisdiction.

These Terms of Sale shall be governed by and construed in accordance with the laws of the State of Washington without regard to choice of law principles. You consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over Seattle, Washington. Any case, controversy, action, or dispute relating in any way to these Terms of Sale or your use of the Products or Services shall be subject to the exclusive jurisdiction of the state or federal courts located in Seattle, Washington. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Sale.

10. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section ‎10 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.

11. No Waivers.

The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Vemwell LLC.

12. No Third‑Party Beneficiaries.

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

13. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us at contact@vemwell.art.

14. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

15. Entire Agreement. Our order confirmation, these Terms of Sale, our Website Terms of Use, our Privacy Policy, and any invoice delivered to you in connection with the sale of any Products or Services will be deemed the final and integrated agreement between you and us on the matters contained in these Terms of Sale.