Merchant Terms And Conditions

Please read the following terms and conditions of the service. If you do not want to be bound by these terms and conditions, do not accept the service. We want the terms and conditions to meet your needs and the needs of our other Merchants, and we expect that these terms and conditions will evolve over time. We will post the Terms and Conditions, including any changes, on the LAVISH LADS LLC Website located at https://jaxvids.com/terms-conditions/ and we ask that you periodically review them. Your continued use of the service will constitute acceptance of any changes to the terms and conditions. This agreement becomes effective on the date it is accepted by LAVISH LADS LLC.

1. Definitions

When used in this agreement, the following definitions apply:

  1. ACH: Automated Clearing House, a service provided through the United States Federal Reserve banking system that allows Consumers to convert paper financial instruments to electronic form.
  2. ACH Returned Item: Any Consumer’s check that is returned through the ACH system.
  3. Chargeback: A charge to the Consumer that is reversed by the credit card issuer.
  4. Consumer: A person purchasing Products sold by a Merchant.
  5. Customer Charges: Amounts to be charged to the Consumer.
  6. Database: Any and all information received from Merchant and/or Consumer which LAVISH LADS LLC keeps in an electronic format for LAVISH LADS LLC’s use. This may include at LAVISH LADS LLC’s sole discretion a file containing only the Merchant’s information and/or a universal file containing all of LAVISH LADS LLC’s Merchants’ information.
  7. Transaction IDs: A unique code assigned by LAVISH LADS LLC to a Consumer through LAVISH LADS LLC’s transaction processing system.
  8. Merchant: An entity or individual contracting with LAVISH LADS LLC in order to utilize LAVISH LADS LLC’s automated transaction processing and related services.
  9. New Merchant: An applicant of LAVISH LADS LLC’s including you and/or your company, if neither you nor your company is an active Merchant of LAVISH LADS LLC.
  10. Payment Form: The payment mechanism, i.e. credit card or ACH payment, a Consumer utilizes in purchasing Products from a Merchant.
  11. Penalty: Any fine, fee, assessment or other charge levied against LAVISH LADS LLC by the card associations, Merchant Bank, any state or federal Regulatory Agency, or ACH system that is in addition to the normal fees charged by those entities.
  12. Refund: Any payment from your Consumer that is reversed by Merchant or LAVISH LADS LLC.
  13. Security Deposit: A percentage of the value of each transaction that is withheld from your gross amount as determined by LAVISH LADS LLC and/or the Acquiring Bank. The amount of security deposit will vary from time to time and payment form to payment form as will the period of time the security deposit is held for as dictated by risk at the sole discretion of LAVISH LADS LLC.
  14. Products: Goods that are purchased by Consumers through Merchants and provided to Consumers from the Merchant in accordance with Exhibit A and Exhibit B attached hereto.
  15. Store Front: A Merchant’s point of presence from which transactions are conducted.
  16. You: The Merchant and owner and/or Operator of Merchant Store Front.

2. Services

The services covered by this agreement include all services offered by LAVISH LADS LLC’s payment processing and related services. LAVISH LADS LLC reserves the right to stop allowing you to use these services if in LAVISH LADS LLC’s judgment they are contributing to violations of LAVISH LADS LLC’s Acceptable Use Policies (AUP) or high volumes of negative transactions or Consumer complaints. LAVISH LADS LLC reserves the right to begin charging for these services upon thirty (30) days written notice to the contact information that we have on file for you, and LAVISH LADS LLC also reserves the right to offer new services that are not covered by this agreement, and to charge you extra if you choose to use them.

In order to provide the highest level of service to all LAVISH LADS LLC’s Merchants, data provided by Consumers for transaction processing will be combined with data from all LAVISH LADS LLC’s’ Merchants. The combined database will be used for risk analysis of your and all other Merchants’ transactions. Ownership of the combined database remains with LAVISH LADS LLC. Credit card information from LAVISH LADS LLC’s database will not be provided to you or any other party during this agreement or upon termination of this agreement. You are responsible for maintaining a record of all consumer information for your own use as well as for backup in the event of a system failure that requires restoration.

Any unauthorized attempt to gain access to LAVISH LADS LLC’s database or systems by you, or anyone directly or indirectly associated or related to you, however remotely, will constitute a material breach of this agreement. In the event of any such attempt to gain access, LAVISH LADS LLC may immediately terminate this agreement, and you will immediately return to LAVISH LADS LLC all copies of any information obtained by this access.

3. Tangible Products Sales

User acknowledges and agrees that it will not use LAVISH LADS LLC’s systems for any purpose that is illegal.

4. Cancellation

You and LAVISH LADS LLC can cancel this agreement at any time with 10 days written notice. Email and telephone are not acceptable forms of notice. LAVISH LADS LLC also has the right to cancel this agreement without notice, if you violate the terms of this agreement, or LAVISH LADS LLC’s Acceptable Use Policies (AUP). LAVISH LADS LLC’s AUP is available on its website. LAVISH LADS LLC will change its AUP from time to time and it is your responsibility to check it often to make sure you are in compliance. In cases of minor violations, LAVISH LADS LLC will give you an opportunity to become compliant, but LAVISH LADS LLC can cancel this agreement or take any other action LAVISH LADS LLC feels is appropriate if you do not comply. Serious violations by you or any of your referrers or upon notification by any of the card associations or regulatory agencies to discontinue accepting transactions will result in LAVISH LADS LLC canceling this agreement immediately.

During the term of this Agreement or in the event that you cancel this Agreement, you agree that for a period of one year following such cancellation you will not attempt to circumvent LAVISH LADS LLC by utilizing any of LAVISH LADS LLC’s acquirers or service providers for processing transactions for your websites.

LAVISH LADS LLC may terminate either (a) this Agreement, (b) any service or (c) both, immediately, if you are the subject of a bankruptcy order, become insolvent, make any arrangement or composition with or assignment for the benefit of creditors, go into voluntary or compulsory liquidation, have a receiver or administrator appointed over your assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to you.

Upon cancellation/termination of your account, LAVISH LADS LLC will hold all funds due to you for a minimum of six months as reserve for possible refunds, returned checks and chargebacks.

5. SECURITY

The Merchant is responsible for all use of their account(s) and confidentiality of password(s), including choosing safe passwords and ensuring file protections are set correctly. LAVISH LADS LLC will suspend or change access to your LAVISH LADS LLC Merchant account(s) immediately upon notification by you that your password has been lost, stolen or otherwise compromised. LAVISH LADS LLC is not liable for any usage and or charges prior to LAVISH LADS LLC making the necessary account alteration.

6. MERCHANT NON-TRANSFERABILITY OF ACCOUNT

The right to use LAVISH LADS LLC’s payment processing service is not transferable. Use of LAVISH LADS LLC’s e-commerce and payment processing accounts are expressly limited to the individual or business whose name appears on the Transaction Processing Agreement and ownership of the account cannot be split with multiple individuals. The account holder may choose to add additional authorized users, but the authorization of these users is limited to access to allow for certain changes to the account, and does not include making account ownership changes.

The account holder (principal) agrees to assume responsibility for these authorized users on their LAVISH LADS LLC account and any affect that they may have on the account.

7. Authorization

By signing this agreement you are stating that you are the officer and operator of the Store Front(s), are of legal age in the state or country where your business is located to enter in to this agreement, and have obtained all the necessary licenses and certificates required to perform your obligations. You will follow all laws and legal regulations that relate to your business regardless of where those laws and regulations originate, and will comply with any laws and regulations that may apply in the future.

8. Privacy Policy

You understand that LAVISH LADS LLC’s Merchant Privacy Policy in part reads, “By using LAVISH LADS LLC’s services, you agree that we may release information obtained in the course of your use of LAVISH LADS LLC’s services when it is believed, in LAVISH LADS LLC’s sole and absolute discretion, that the release is appropriate  or otherwise necessary to comply with the law, enforce our Agreement, and/or protect the contract and other rights of our Merchants.”

9. Taxes

LAVISH LADS LLC and you both agree to pay any and all taxes that are imposed on LAVISH LADS LLC or your respective business. If LAVISH LADS LLC is required to pay taxes for you, you will immediately reimburse LAVISH LADS LLC for those taxes and any fines, penalties and interest, or you agree that LAVISH LADS LLC may deduct them from payments to you.

10. Limitations Of Liability

LAVISH LADS LLC WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SERVICE, BUT LAVISH LADS LLC MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LAVISH LADS LLC cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. LAVISH LADS LLC will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted, received, or stored on its system. LAVISH LADS LLC will not be liable to you or any of your Consumers for any claims or damages which may be suffered by you or your Consumers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, unauthorized access to your website as a result of hackers or password trading, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by LAVISH LADS LLC’s fault or negligence. LAVISH LADS LLC will not be responsible for your Store Front not being accessible on the Internet due to circumstances not under LAVISH LADS LLC’s direct control such as individual Internet user’s own equipment capabilities, limitations, other Internet service provider limitations and/or browser software limitations.

LAVISH LADS LLC may discontinue any service, or may require fulfillment of conditions LAVISH LADS LLC may choose to impose as a prerequisite for continuing any service upon thirty (30) days’ notice to you. However, LAVISH LADS LLC may discontinue service immediately for fraud committed by you or your employees, illegal activity, or violations of its Acceptable Use Policies (AUP) and/or its other policies.

LAVISH LADS LLC’s liability to you and any end user of the service or any other of its services is limited to the amount paid to and received by LAVISH LADS LLC for service not accepted. In no event will LAVISH LADS LLC be liable to you, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if LAVISH LADS LLC has been advised of the possibility of such damage.

You agree that LAVISH LADS LLC is an Internet Service Provider (“ISP”) under the Digital Millennium Copyright Act (DMCA) and understand that LAVISH LADS LLC is required under the DMCA to have you remove any material that another party claims is infringing once LAVISH LADS LLC has received, in its sole judgment, a proper notification. You also agree that if you do not comply with a request from LAVISH LADS LLC to remove material under the DMCA or for any other reason, LAVISH LADS LLC may at its discretion block access to new member signups and renewals and hold all funds until such time as LAVISH LADS LLC is certain that the material is removed. LAVISH LADS LLC may, at its sole discretion, determine who is an “infringer” and may terminate this agreement without notice to you if LAVISH LADS LLC believes you to be a repeat infringer.

11. Indemnification

You are solely responsible for your Store Front, any associated Store Front(s) and all Store Front/website content, for your advertising and promotion, and that of anyone referring others to your Store Front. You are also responsible for insuring that you are the rightful owner or licensee for any copyrighted material, trademarks, or items that appear on your Store Front.

You will take all necessary measures to preclude LAVISH LADS LLC from being made a party to any lawsuit or claim regarding the service provided to or by you, or any end user. You hereby agree to indemnify LAVISH LADS LLC and hold LAVISH LADS LLC harmless from any and all claims of whatever nature brought by any anyone against LAVISH LADS LLC in excess of the remedy set forth herein.

You hereby agree to reimburse LAVISH LADS LLC for any and all expenses associated with LAVISH LADS LLC being involved with any civil, criminal, regulatory or investigatory actions brought by you or against you by anyone, including expenses associated with providing information that LAVISH LADS LLC, in its sole discretion, believes it legally must provide or has been authorized by you to provide. You also understand and agree that LAVISH LADS LLC will deduct those expenses from monies due to you and you agree to reimburse LAVISH LADS LLC for any expense that exceeds what LAVISH LADS LLC is able to deduct from your account.

12. Relationship Of Parties

Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Neither party is the agent of the other. LAVISH LADS LLC expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

You hereby agree to reimburse LAVISH LADS LLC for any and all expenses associated with LAVISH LADS LLC being involved with any civil, criminal, regulatory or investigatory actions brought by you or against you by anyone, including expenses associated with providing information that LAVISH LADS LLC, in its sole discretion, believes it legally must provide or has been authorized by you to provide. You also understand and agree that LAVISH LADS LLC will deduct those expenses from monies due to you and you agree to reimburse LAVISH LADS LLC for any expense that exceeds what LAVISH LADS LLC is able to deduct from your account.

13. Term

This agreement will continue until terminated by either party under the provisions above. LAVISH LADS LLC may terminate this agreement immediately and without notice if you violate the terms of this agreement, it’s Acceptable Use Policies (AUP), its policies, or the law. LAVISH LADS LLC may, at its sole discretion, suspend or cancel services for your account if it stays inactive for any consecutive ninety (90) day periods. Reinstatement of your account, after suspension or cancellation, will require LAVISH LADS LLC approval.

14. Survival

The rights and obligations of the parties in this Agreement that would by their nature or context be intended to survive the expiration or termination of this Agreement shall so survive.

15. Confidentiality

Unless required by law, you will treat LAVISH LADS LLC’s intellectual property as confidential and proprietary, and not disclose them to anyone without LAVISH LADS LLC’s prior written consent. You may not use LAVISH LADS LLC’s trademarks and advertising without LAVISH LADS LLC’s permission, and then only in ways agreed to by you and LAVISH LADS LLC. Upon termination of this agreement, you will promptly return any of LAVISH LADS LLC’s property in your possession.

16. Invalid Or Unenforceable Provisions

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. You and LAVISH LADS LLC agree to renegotiate in good faith any term held invalid and to be bound by any mutually agreed to substitute provision.

17. Choice Of Law: Venue

This Agreement is governed by and construed under the laws of the State of Florida and the United States of America. The federal and state courts of the State of Florida will have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this Agreement.

18. Disputes

LAVISH LADS LLC will attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices and other than injunctive relief) will be subject to arbitration upon written demand of either party. Except for disputes resulting from unpaid LAVISH LADS LLC invoices, the parties agree to arbitrate this matter prior to any state, federal, or international court action. The arbitration will take place in Phoenix, Arizona before a single arbitrator under the auspices of the American Arbitration Association‘s (“AAA”) Commercial Arbitration Rules currently in effect at that time. Arizona law will be applied in the arbitration and any other subsequent legal hearings.

The arbitrator will not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The arbitrator will render a written opinion setting forth the basis on which he or she arrived at the decision regarding each issue submitted to arbitration. The decision of each issue submitted to arbitration will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party will be entitled to recover reasonable attorneys’ fees and expenses incurred at both the trial and appellate levels.

Disputes of charges or fees assessed for LAVISH LADS LLC service must be reported to LAVISH LADS LLC within 90 days of the charge or fee appearing in Merchant’s account reports, delivered via the LAVISH LADS LLC Admin Portal. Disputes presented to LAVISH LADS LLC for these fees more than 90 days after the charge or fee will be denied.

Parties may modify the dispute clause only through a stipulation signed by both parties.

19. Entire Agreement; Modifications

This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. LAVISH LADS LLC reserves the right to modify this agreement at any time. Utilization of the service by you and/or your Consumers following the effective date of any change or modification of this Agreement on LAVISH LADS LLC’s website will constitute acceptance by you of such change(s). Otherwise, this Agreement may not be modified except by the written consent of both parties.

For your own protection, you understand and agree that LAVISH LADS LLC will only accept requested changes and modifications to this agreement that are in writing and signed by the individual(s) signing this agreement.

20. Change Of Ownership And Multiple Signatories

In the event of changes in ownership of your company or, Store Front(s) covered by this agreement, you and you only must notify LAVISH LADS LLC in writing of the change. LAVISH LADS LLC will then require the new owner to execute a new agreement with LAVISH LADS LLC. In the event you want to change the information in this agreement regarding the payments to you, you and only you must notify LAVISH LADS LLC in writing.

LAVISH LADS LLC strongly discourages Merchants from having more than one person sign this agreement. If you choose to have more than one person sign this agreement, please be advised that, when notified of a dispute, LAVISH LADS LLC will not make any changes to the account or disburse or refund any monies until LAVISH LADS LLC receives either written stipulation signed by all signatories or a court order.

Exhibit A: Tangible Products AUP

The following modifies or reinforces LAVISH LADS LLC’s standard AUP for the purpose of sale of tangible Products.

1. VIOLATIONS OF INTELLECTUAL PROPERTY

We will not process for websites that infringe, or contain products that infringe on the intellectual property rights of other parties.

2. MAILING LISTS AND PERSONAL INFORMATION

We do not allow the sale of email lists, opt-in lists, leads, mailing lists, social networking or IM info, telephone numbers, or FAX numbers.