TERMS OF SERVICE AND MEMBERSHIP AGREEMENT
1. Description of Services.
VMC provides users access to benefits and services and information (the "Service"). You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site.
2. License and Site Access.
VMC grants you a limited license to access and make personal use of the Site and the Service. This license does not include any downloading or copying of account information for the benefit of another vendor or any other third party; caching, unauthorized hypertext links to the Site and the framing of any Content available through the Site uploading, posting, or transmitting any content that you do not have a right to make available (such as the intellectual property of another party); uploading, posting, or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in VMC’s sole discretion) an unreasonable or disproportionately large load on VMC ‘s infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. You may not bypass any measures used by VMC to prevent or restrict access to the Site. Any unauthorized use by you shall terminate the permission or license granted to you by VMC.
By using the Site you agree not to: (i) use this Site or its contents for any commercial purpose; (ii) make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand; (iii) access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iv) violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site; (v) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) deep-link to any portion of this Site for any purpose without our express written permission; or (vii) "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorization.
3. Membership Eligibility.
Members may not have more than one active account. Additionally, Members and users are prohibited from selling, trading, or otherwise transferring their Membership account to another party. If you do not qualify, you may not use the Service or the Site.
4. Membership and Account.
5. Membership Fee and Billing.
Your annual Membership fee may be subject to taxation in accordance with applicable federal or state law. The annual Membership fee does not include applicable taxes. We may change the Membership fee at any time, but changes will apply only to new and renewal Memberships. The Membership fee is not refundable. Prepaid cards will not be accepted as a valid payment method and will be declined.
6. Term; Continuous Membership; Billing.
The initial term of a Membership shall commence on the date it is purchased and continue until one year from the date in which the Membership was purchased. Each Membership will automatically renew (therein referred to as a "Renewal Membership") each year for additional one-year periods (referred to as "Continuous Membership") unless (i) you notify Member Services in writing, of your decision to cancel your Membership within 30 days of your renewal date; or (ii) we terminate your Membership.
Renewal Membership fees will be billed annually and automatically to the credit card we currently have on file, in the amount of the then current Membership fee on or around the day in which your current Membership or Renewal Membership term expires. If we attempt to charge the credit card on file in the amount of your renewal and the transaction fails, we may reattempt the charge for up to 60 days from that date unless you notify VMC of your decision to cancel your Membership.
7. Cancellation, Termination, and Changes to Service.
(a) You have the right to cancel your Membership at any time. Because of the nature of our service, no refunds will be available.
(b) VMC reserves the right to cancel or suspend, including any associated accounts, without notice, for any reason in our sole discretion, including without limitation our belief that continued use of such Membership would violate any provisions of this TOS, applicable law, or otherwise be harmful to our interests. If VMC cancels your Membership, VMC may, at its sole discretion, refund the balance of the annual Membership fee on a time apportionment basis.
(c) We may terminate any or all of the benefits available to Members at any time with or without notice. No refunds will be available.
(d) Upon cancellation of Membership, you are relinquishing your current annual Membership rate and understand you will not be able to rejoin at a later time at that rate. You will also be relinquishing any FCPoints that were accrued during your Membership term, as well as any current or ongoing benefits you were enrolled in as a Member.
8. Membership Benefits and Spouse/Significant Other Privileges
(a) As a Member of VMC, you're entitled to the benefits that pertain to your particular Membership type. Certain Membership types and/or complimentary periods of Membership may exclude certain benefits.
(b) VMC has the right to add, modify or eliminate any benefit or service at any time at our discretion. VMC does not guarantee the availability of any of its benefits and they are all subject to change at any time without notice.
(c) Any Spouse or Significant Other Membership that is part of a Membership Account shall be automatically terminated when that Membership account to which it is connected ends.
(d) All accounts, including Spouse or Significant Other accounts, require an active credit card on file in order to have access to the website and benefits of Membership. Credit cards on Spouse or Significant Other accounts will only be used if the billing information associated with the account to which it is connected becomes invalid.
9. Submitted Content
VMC does not claim ownership of any materials you make available through the Site. At VMC‘s sole discretion, such materials may be included in the Service in whole or in part or in a modified form. With respect to such materials you submit or make available for inclusion on the Site, you grant VMC a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials (as well as use the name that you submit in connection with such submitted content). You hereby represent, warrant and covenant that any materials you provide do not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section. We take no responsibility and assume no liability for any submitted content posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Site. If you do not agree to these terms and conditions, please do not provide us with any submitted content. You agree that you are fully responsible for the content you submit. You are prohibited from posting or transmitting to or from this Site: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to this Site.
10. Business Partner Policies
You acknowledge that partner charges including, tax and incidentals are the responsibility of the individual Member. You are responsible for any taxes or other payments that apply to partner products or services. You acknowledge that VMC partners have rules and policies. You are responsible and liable for verifying and abiding by these policies. Many of our hotel partners have blackout dates. Furthermore, some of our rates are available on a non-guaranteed last room basis. Please read these additional terms and conditions carefully. You agree to abide by the terms and conditions of purchase imposed by any partner (including Business, Lifestyle, or Travel) with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with the partner’s rules and restrictions regarding availability, cancellation policies, minimum age, maximum occupancy, pet policies, child policies and use of fares, products, or services. You agree that any violation of any such partner’s rules and restrictions may result in cancellation of your reservation(s), in your being denied access to the applicable travel product or services, in your forfeiting any monies paid for such reservation(s), and/or in our debiting your account for any costs we incur as a result of such violation.
11. Disclaimer of Liability and Warranty.
THE CONTENT, PRODUCTS, AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. WE DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE CONTENT, PRODUCTS, AND SERVICES WE EXPRESSLY RESERVE THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE SITE AND/OR ON PENDING RESERVATIONS MADE UNDER AN INCORRECT PRICE. VMC MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THIS SITE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. VMC AND THEIR RESPECTIVE PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THIS SITE, ITS SERVERS OR ANY EMAIL SENT FROM VMC, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VMC, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE HOTELS AND OTHER PARTNERS PROVIDING SERVICES ON THIS SITE ARE NOT AGENTS OR EMPLOYEES OF VMC OR ITS AFFILIATES. VMC AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. VMC AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. IN NO EVENT SHALL VMC, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS SITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON OPINIONS APPEARING ON THIS SITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS SITE; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THIS SITE) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF VMC, ITS AFFILIATES AND/OR THEIR RESPECTIVE PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VMC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF THE SITE, CONTENT OR ANY RELATED SERVICES.
If, despite the limitation above, VMC, its Affiliates or their respective suppliers are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then the liability of VMC, Its Affiliates and/or their respective suppliers will in no event exceed, in the aggregate, the greater of (a) the service fees you paid to VMC in connection with such transaction(s) on this Site, or (b) One-Hundred Dollars (US$100.00) or the equivalent in local currency. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of VMC, Its Affiliates, and/or their respective suppliers.
You agree to indemnify and hold VMC (and its Members, owners, officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, or arising out of or related to your breach of this TOS, your violation of any law or the rights of a third party, or your use of the Site.
14. Electronic Communication.
When you use the Site or send emails to VMC, you are communicating with VMC electronically. You consent to receive communications from VMC electronically. VMC will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
15. Site-Provided Email and Postings.
The Site may provide users with the ability to send email messages to other users and non-users and to post messages on the Site. VMC is under no obligation to review any messages, information or content ("Postings") posted on the Site by users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, VMC may from time to time monitor the Postings on the Site and may decline to accept and/or remove any email or Postings. You understand and agree not to use any functionality provided by the Site to post content or initiate communications that contain:
(i) Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law; (ii) Advertisements or solicitations of any kind; (iii) Impersonate others or provide any kind of false information; (iv) Personal information such as messages which state phone numbers, social security numbers, account numbers, addresses, or employer references.; (v) Messages by non-spokesperson employees of VMC purporting to speak on behalf of VMC or containing confidential information or expressing opinions concerning VMC; (vi) Messages that offer unauthorized downloads of any copyrighted or private information; (vii) Multiple messages placed within individual folders by the same user restating the same point; (viii) Chain letters of any kind; or (ix) Identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message. This prohibition includes but is not limited to a) Using VMC.com invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using VMC.com to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
The Site or third parties may provide links to other World Wide Web sites or resources. Because VMC has no control over such sites and resources, you acknowledge and agree that VMC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that VMC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
17. Access To Password Protected/Secure Areas.
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
18. Modification and Notification of Changes.
The trademarks, logos and service marks ("Marks") displayed on the Site are the property of VMC and other parties. Users are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of VMC or such third party that may own the Marks. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for commercial or public purposes.
20. Procedure for Claims of Intellectual Property Infringement.
VMC respects the intellectual property of others, and we ask our users to do the same. VMC may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide VMC‘s Copyright Agent the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; or (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
VMC’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email: firstname.lastname@example.org
VMC may update this mailing address from time to time. You agree that changes to this mailing address shall not constitute a modification to this TOS.
21. Survival of Terms After Agreement Ends.
Notwithstanding any other provisions of this TOS, or any general legal principles to the contrary, any provision of this TOS that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this TOS.
If any of these conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. Headings are for reference purposes only and do not limit the scope or extent of such section. This TOS and the relationship between you and VMC will be governed by the laws of the State of New York without regard to its conflict of law provisions. You and VMC agree to submit to the personal jurisdiction of the federal and state courts located in the State of New York with respect to any legal proceedings that may arise in connection with this TOS. The failure of VMC to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. VMC does not guarantee it will take action against all breaches of this TOS. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. This TOS constitutes the entire agreement between you and VMC and governs your use of the Site, superseding any prior agreements between you and VMC with respect to the Site.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms of Service and Membership Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Austin, Texas, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of these Terms of Service and Membership Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; VMC may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.