Terms & Conditions

VVOLE, LLC TERMS AND CONDITIONS OF SALE

Last Modified February 23, 2020

IMPORTANT:  YOU ARE RESPONSIBLE FOR READING THESE TERMS AND CONDITIONS OF SALE BEFORE ACCESSING, USING, OR MAKING A PURCHASE OF PRODUCTS FROM VVOLE, LLC.
1. ACCEPTANCE OF THE TERMS OF SERVICE & ACCESS TO VVOLE’S BUSINESS TO BUSINESS WEBSITE.

This website, www.funnwholesale.com, is a service of Vvole LLC (“Vvole”). Any references throughout these Terms and/or website to “Vvole” “Company” “we” “us” or “our”, are therefore to Vvole.

Any reference to “Reseller” or “you” or “your” shall mean you, the purchaser of products for resale from Vvole (“Vvole Products” or “Products”).

These terms are entered into by and between you and VVOLE. The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, these “Terms and Conditions of Sale”), govern your access to and use of our website, including any content, functionality and services for the purchase of our products, whether as a guest, registered user, or purchaser.

Please read the Terms and Conditions of Sale carefully before you start to use the website or make a purchase, because these terms are binding upon you.

BY USING THE WEBSITE, AND/OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS AND CONDITIONS OF SALE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS.

If you do not want to agree to these Terms and Conditions of Sale, you may not purchase our products. 

We may amend, modify or change these Terms and Conditions of Sale at any time, at our sole discretion and without any obligation of providing notice of such changes to you.

This Website is offered and available only to users who are 18 years of age or older.  By using this Website, you represent and warrant that you are of legal age to form a binding contract with Vvole and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or make a purchase.

2. TERRITORY.

You may only offer Vvole Products for sale in the authorized territory assigned to you by Vvole (the “Territory”).  If you have any doubt about your Territory, contact us immediately.  The Territory may be revised from time to time by Vvole with at least thirty (30)] days prior notice to Reseller.  This appointment is non-exclusive and Vvole reserves the right to appoint other resellers in the Territory and/or to sell the Vvole Products itself in the Territory.  Reseller shall not market or solicit customers or sales outside of the Territory, without Vvole’s prior written consent, which shall be given at Vvole’s sole discretion. In the event the Reseller becomes aware of any inquiries and/or leads for the sale of Products outside the Territory, Reseller shall promptly refer same to Vvole.

    1. Amazon and Other Marketplace Restrictions.  Your Territory DOES NOT include the authorization to resell Vvole Products to other dealers, retailers, or customers who solicit orders over the internet, including through such marketplaces as Amazon and eBay. 
    2. This restriction also prohibits Reseller from selling Vvole Products directly through marketplaces such as, but not limited to, Amazon or eBay, without the express, written authorization of Vvole.
3. ORDERS; INVOICES; PRICING; CREDIT.
    1. Reseller agrees to purchase Vvole Products subject to the payment and delivery terms expressed in Vvole generated invoices (the “Vvole Invoice”), which are incorporated herein by reference.  Reseller may send Vvole a purchase order, however the Parties agree that the terms of these Terms and Conditions of Sale and payment and delivery terms of the Vvole Invoice shall prevail over any conflicting terms and conditions in any Purchase Order or any other instrument or document provided by the Reseller.  Any additional or different terms or conditions in any Purchase Order, or other instrument or response from Reseller shall be deemed objected to by Vvole without need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Vvole.
    2. Vvole assumes no liability for any delay in filling or shipping any orders.
    3. Acceptance of orders by Vvole.  Reseller’s orders are subject to written acceptance by an authorized representative of Vvole.  Vvole reserves the unconditional right to reject for any reason any order, in whole or in part.  Orders submitted by Reseller shall not be binding on Vvole until the earlier of written acceptance by Vvole or shipment, and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Vvole.  Notwithstanding the foregoing, Vvole reserves the right to refuse, cancel or delay any order placed by Reseller and accepted by Vvole when Reseller is delinquent in payments or when Reseller has failed to perform any of its obligations under this Agreement or Vvole’s Reseller Agreement.
    4. Invoices and Payment. Vvole shall send Reseller Vvole Invoices via mail, email or facsimile for each shipment of Products.  Vvole Invoices are due and payable according to the terms of the Vvole Invoice, but if such terms are blank or missing, then within thirty (30) days from the date of the Vvole Invoice, provided that Vvole has elected to provide Reseller a line of credit, otherwise terms are cash in advance of shipment.  Payments due hereunder must be made, at Vvole’s sole discretion and option, according to the terms of the Vvole Invoice, but if such terms are blank or missing, then by wire transfer, certified check, or other electronic payment type.  Reseller shall have no right of offset or withholding under this Agreement.  Any amounts not paid by Reseller when due to Vvole shall be subject to interest charges, from the date due until paid, at the rate of one and one half percent (1.5%) per month or the highest interest rate allowable by law (whichever is less), payable monthly.  If any amounts due to Vvole from Reseller, for any reason, become past due, Vvole may at its option and without further notice withhold further shipment of Products until all invoices have been paid in full.
    5. Credit Terms.  Vvole may, but shall not be obligated to, grant credit terms to Reseller.  In the event Vvole does grant Reseller credit terms, Vvole reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Reseller, either generally or with respect to a particular order.  Any changes to credit terms and/or any withholding or delay of shipment of Products by Vvole resulting from such changes or credit limitations will not be construed as a cancellation or breach of these Terms and Conditions of Sale by Vvole.  Reseller agrees to provide Vvole with financial statements and other evidence of corporate and financial standing as Vvole may reasonably request from time to time during the term of these Terms and Conditions of Sale to evaluate Reseller’s credit risk.
    6. Prices; Price Reductions.  Vvole will establish wholesale prices for Products and shall at all times have the right, which may be exercised in its sole discretion, to increase or decrease the wholesale prices of its Products.  Such increases or decreases shall be deemed effective upon notice to Reseller which may be sent in writing, via email, or in company bulletins, and shall apply to all orders submitted after such notice has been sent and to all orders which have already been submitted to but have not yet been accepted by Vvole.  Prices do not include, and Vvole shall not be responsible for, the cost of freight, insurance, or any required federal, state or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage or other fees.
    7. Past Due Amounts.  If any amount due Vvole by Reseller, for any reason, becomes past due, Vvole may at its option and without further notice withhold further shipments or deliveries to Reseller until all invoices are paid in full. 
    8. Taxes.  Reseller shall be responsible for any national, state or local sales, use, value added or other tax, tariff, duty or assessment levied or imposed by the United States or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Vvole’s income.  Reseller must pay directly, or reimburse Vvole for the amount of such sales, use, value added or other tax, tariff, duty or assessment which Vvole is at any time obligated to pay or collect. 
    9. Past Audit Claims.  Reseller shall, at Vvole’s request, provide full and complete records which fully support any discrepancies Reseller may claim exist between any amounts Vvole claims are due for Reseller and the amounts Reseller claims are owed to or are due from Vvole.  Any claim of discrepancies raised by Reseller shall be waived by Reseller if such claim is not made within ninety (90) days from the date of the Vvole Invoice on which claim is based.
    10. Purchase Money Security Interest.  Vvole reserves a purchase money security interest in all goods or inventory sold pursuant to these Terms and Conditions of Sale and proceeds thereof until payment in full is made for all goods and services provided in connection with the sale.  Reseller agrees to execute any financing statement requested by Vvole to perfect its security interest in the goods.
4. SHIPMENTS OF PRODUCTS.
    1. Shipment Terms.  All Products purchased by Reseller under these Terms and Conditions of Sale will be suitably packaged for shipment in Vvole’s standard containers, marked for shipment to Reseller at the address specified by Reseller.  Shipment of Products under these Terms and Conditions of Sale shall be EXW (Ex-Works) Vvole’s warehouse or any such other related facility.  Vvole shall use commercially reasonable efforts to ship Products to Reseller on or before the receipt date requested in an order.  The Parties agree, however, that shipment of any Products ordered from Vvole under these Terms and Conditions of Sale may be delayed for a period of time sufficient to allow Vvole to manufacture and assemble or otherwise acquire the Products for Reseller, and the Parties further agree that Vvole shall not be held liable to Reseller or any other party for any delay in shipment of any Order.  Any expense for any special packaging or any special delivery requested by Reseller shall be borne solely by Reseller.   
    2. Title and Risk of Loss.  Title and risk of loss will pass EXW (Ex-Works) Vvole’s shipping point. Reseller will be responsible for and pay all freight, shipment, and insurance charges associated with shipment of the Products, even if the order is rejected upon delivery.
    3. Vvole’s Right to Delay, Cancel or Allocate.  Notwithstanding Vvole’s obligations in this Agreement, Vvole reserves the right to refuse, cancel or delay any shipment to Reseller when Reseller is delinquent in payments, when payment for a shipment has not been arranged to Vvole’s reasonable satisfaction, or when Reseller has failed to perform any of its obligations under this Agreement or any other agreement between you and Vvole.  Should any order for Products exceed Vvole’s available inventory, Vvole shall in its sole discretion determine how to allocate its available inventory without liability to Reseller on account of the method of allocation determined or its implementation.
    4. Acceptance of Shipments.  Reseller shall have three (3) days from the date of arrival of the shipment of the Products to the shipping location designated by Reseller to inspect the Products and notify Vvole of any discrepancies with respect to the order placed by Reseller, including, but not limited to any discrepancies in the quantity or quality of the Products.  Notices of any discrepancies shall be in writing and provided to Vvole via fax to (818) 927-6148, or email directed to vvolellc@gmail.com.  Unless a notice of a discrepancy is reported to Vvole as required in this Section 4(d), all shipments of Products will be deemed accepted by the Reseller.
    5. Returns.  If Reseller seeks to return any Product(s), Reseller must call Vvole at (800) 999-5530 to secure a return authorization number. Returns must be received by Vvole within thirty (30) days of the issuance of the return authorization number, or the return may be rejected.  No returns shall be accepted without a return authorization number issued by Vvole. Returns without prior approval by Vvole will be refused and no credit shall be given. Returns are at Reseller’s cost and subject to a restocking fee except for shipping error or defective Merchandise.  In all instances, no credit shall be given by Vvole for opened, partially used or otherwise damaged Merchandise.
    6. WARRANTY.  Vvole makes no warranties or representations to Reseller or any other person with respect to Vvole Products or any service provided to Reseller or any other person, except as set forth in Vvole’s Limited Warranty accompanying the Products (the “Limited Warranty”).  The Limited Warranty may be viewed at https://www.femmefunn.com/warranty/.  If any Products are not accompanied by a warranty notice, Vvole’s then-current warranty applicable to those Products shall apply.  All sales to Reseller shall include and be subject to Vvole’s standard Limited Warranty, warranty disclaimers and limitations on liability in effect for the Products at the time of shipment of the Products to Reseller, unless expressly agreed otherwise in a separate document referencing these Terms and Conditions of Sale and signed by authorized representatives of the Parties.  Vvole reserves the right to change any of the terms of the Limited Warranty at any time without notice to Reseller.  Reseller will not alter the Limited Warranty, warranty disclaimers and limitation of liability without the prior written authorization of Vvole, nor extend or make any additional warranty or representation regarding the Products unless expressly authorized by Vvole.

THE LIMITED WARRANTY REFERRED TO IN THIS SECTION IS THE ONLY WARRANTY, EXPRESS OR IMPLIED, THAT VVOLE MAKES WITH RESPECT TO THE PRODUCTS.  VVOLE SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

5. INTELLECTUAL PROPERTY RIGHTS.

Subject to the terms and conditions of these Terms and Conditions of Sale, Vvole hereby grants to Reseller a revocable, non-transferable, non-exclusive, limited license to use Vvole’s logos, trademarks, and trade names (collectively the “Vvole Marks”), solely in connection with the marketing, advertisement and sale of the Products in the authorized Territory designated herein.  Such license shall immediately terminate upon the expiration or termination of these Terms and Conditions of Sale.  Reseller shall strictly comply with all standards of use for Vvole Marks and must at all times display appropriate trademark and copyright notices as instructed by Vvole.  All media advertising, printed materials and electronic documents in which a Vvole Mark is used must conform to Vvole’s branding and advertising guidelines.  Reseller acknowledges and agrees that Vvole Marks and other intellectual property provided to Reseller by Vvole, if any, are the sole and exclusive property of Vvole.  Reseller shall not acquire any right, title or interest under these Terms and Conditions of Sale in any patent, copyright, Vvole Mark or other intellectual property right of any kind of Vvole.  No implied license, patent, copyright or other intellectual property right of Vvole is granted under these Terms and Conditions of Sale or otherwise.  During the term of these Terms and Conditions of Sale and thereafter, Reseller shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of Vvole Marks, patents, copyrights or other intellectual property of Vvole or the goodwill associated therewith or that will tend to prejudice the reputation of Vvole or the sale of any Vvole products. 

6. You must not buy Vvole Products from other retailers, or from other sources not expressly endorsed by Vvole.
7. You may not alter original Vvole packaging in any way prior to reselling Vvole Products. Removing Vvole Products from packaging and reselling Vvole Products in a different packaging or under a different name is strictly prohibited.
8. You must not re-SKU or re-UPC or bundle Vvole Products without receiving prior written permission from Vvole.
9. You will not advertise, market, display, or demonstrate non-Vvole Products together with Vvole Products in a manner that would create the impression that the non-Vvole Products are made by, endorsed by, or associated with Vvole.
10. TERMINATION.

Either you or we may terminate our relationship at any time without notice, however, if you have entered into a Reseller Agreement with Vvole, the termination provisions of that Agreement shall control.  We reserve the right to refuse to sell to anyone, at our sole discretion.  However, if you terminate your relationship with Vvole, you still agree to be bound by these Terms and Conditions of Sale as to any Vvole Products previously purchased.

11. INDEMNIFICATION.
    1. Vvole’s Indemnity Obligations for Intellectual Property Infringement.  Vvole agrees to defend, indemnify and hold harmless Reseller from and against any and all third party losses, damages, suits, expenses (including reasonable attorneys’ fees) and costs (collectively “Claims”) alleging that Vvole Marks or any Products sold to Reseller under these Terms and Conditions of Sale infringe any U.S. patent, trademark or copyright; provided that Vvole is promptly notified in writing of the Claim and given complete control of the defense and settlement of the Claim.  Reseller shall fully cooperate with Vvole, its legal counsel and its insurance carriers in the defense of such Claims.  If the use or sale of any Products furnished under these Terms and Conditions of Sale is enjoined as a result of a Claim, Vvole may, but is not required, at its option, to either obtain on behalf of the Reseller the right to continue to use or sell such products, substitute an equivalent product reasonably acceptable to Reseller in its place, or reimburse Reseller the purchase price of the Products based on the purchase price paid by Reseller for the Products.  Notwithstanding the foregoing, Vvole’s indemnification obligations hereunder shall not apply or cover any Claims based upon any infringement or alleged infringement of any patent, trademark or copyright resulting from the alteration of any Vvole Marks or Products by the Reseller or a representative of the Reseller or the combination of any Products with any other products or the combination of any Vvole Marks with any other mark, if such infringement claim would have been avoided but for such alteration or combination by Reseller.  This indemnity shall not cover any Claims in which Reseller fails to provide Vvole with prompt written notice which lack of notice prejudices the defense of the Claim, or where a Reseller fails to fix any infringement after being instructed by Vvole to do so and the Claim is a result Reseller’s failure to comply with such instruction.

THE FOREGOING STATES THE ENTIRE OBLIGATION OF VVOLE AND EXCLUSIVE REMEDY OF RESELLER WITH RESPECT TO VVOLE’S INDEMNIFICATION OBLIGATIONS FOR THE VVOLE PRODUCTS AND VVOLE MARKS FURNISHED PURSUANT TO THIS AGREEMENT.

  1. Vvole’s Additional Indemnity Obligations. Vvole hereby agrees to defend, indemnify and hold harmless Reseller from and against any and all third party Claims (i) arising out of any defects in any Products existing at the time such Products are sold by Vvole to Reseller, or (ii) arising out of the gross negligence or willful misconduct of Vvole, its employees, agents or representatives with respect to Vvole’s performance of these Terms and Conditions of Sale; provided that Vvole is promptly notified in writing of the Claim and given complete control of the defense and settlement of the Claim. Reseller shall reasonably cooperate with Vvole, its insurance company and its legal counsel in its defense of such Claims. This indemnity shall not cover any Claims in which Reseller fails to provide Vvole with prompt written notice which lack of notice prejudices the defense of the Claim. Reseller shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Reseller’s expense.
    1. Reseller’s Indemnity Obligations to Vvole.  Reseller hereby agrees to defend, indemnify and hold harmless Vvole, its affiliates and their respective officers directors, employees and agents from and against any and all Claims (i) arising out of the acts or omissions of Reseller, its employees, agents or representatives with respect to its performance of these Terms and Conditions of Sale, (ii) arising out of the alteration or modification of the Products or Vvole Marks by Reseller or its employees, agents or representatives or the use of the Products or Vvole Marks in combination with any other products or marks, or (iii) alleging that the Reseller’s Marks infringe or otherwise violate the intellectual property rights of a third party.  Vvole shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Vvole’s expense.
12. LIMITATION OF LIABILITY; ACTIONS.

IN NO EVENT SHALL VVOLE BE LIABLE TO RESELLER UNDER THESE TERMS AND CONDITIONS OF SALE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS AND CONDITIONS OF SALE MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

DAMAGES FOR ANY ACTION BY RESELLER AGAINST VVOLE SHALL NOT EXCEED THE AMOUNT PAID BY RESELLER TO VVOLE FOR THE PRODUCTS, UNLESS SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

13. COMPLIANCE WITH LAWS.
    1. Compliance with Laws; Notification.  Reseller represents, warrants and covenants that it shall comply with all applicable international, nation, state, regional and local laws and regulations, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the Export Control Act, as may be amended from time to time, in performing its duties hereunder and in any of its dealings with respect to the Products.  Reseller shall promptly notify Vvole in the event Reseller knows or has reason to believe that any act or refrainment from acting required by or contemplated by these Terms and Conditions of Sale violates any applicable law, rule or regulation (whether criminal or non-criminal) or if it becomes aware that any Products contain a defect which could create a substantial product hazard or an unreasonable risk of serious injury or death.
    2. Compliance with U.S. Export Laws.  Reseller acknowledges and understands that the Products may be subject to restrictions upon export from the United States and upon resale after export.  Reseller therefore represents and warrants that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States or the Territory.  Reseller, upon the request of Vvole, shall execute and deliver to Vvole a letter of written assurance concerning technical data and U.S. Export Administration Regulations.  If Vvole is aware that any of the Products are subject to such export laws, it shall so advise Reseller.
14. RESELLER’S REPRESENTATIONS AND WARRANTIES.
  1. Reseller represents and warrants to Vvole that (i) Reseller is authorized to do business in each jurisdiction in which it conducts its business; (ii) its appointment as an authorized reseller and its sale of Products under these Terms and Conditions of Sale does not violate any existing obligations or contracts of the Reseller; (iii) it has the full legal right, power, and authority to enter into and perform these Terms and Conditions of Sale; (iv) the individuals agreeing to these Terms and Conditions of Sale on its behalf are authorized to agree to these Terms and Conditions of Sale and that no further proof of authorization shall be required; and (vi) there are no pending or threatened actions or proceedings or government investigations against it that may affect its performance of these Terms and Conditions of Sale.
15. EFFECT OF SEPARATE RESELLER AGREEMENT.

If you have entered into a separate Vvole Reseller Agreement, duly executed by you and us, the terms of that Vvole Reseller Agreement supersede these Terms and Conditions of Sale.

16. GENERAL TERMS.
    1. Independent Contractors.  Nothing in these Terms and Conditions of Sale, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.  Neither Vvole nor Reseller has the authority to bind the other, to incur any liability or otherwise act on behalf of the other.  Reseller shall be solely responsible for payment of its employees’ and personnel’s salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits. 
    2. Assignment.  Neither these Terms and Conditions of Sale, nor any right or interest herein, may be assigned by Reseller, in whole or in part, without the express written consent of Vvole, which consent shall be at Vvole’s sole discretion.  Vvole may assign these Terms and Conditions of Sale to any affiliated company without Reseller’s consent, or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Vvole’s assets.  These Terms and Conditions of Sale shall be binding upon and inure to the benefit of the Parties hereto, their successors and legal representatives.  There are no third party beneficiaries to these Terms and Conditions of Sale. 
    3. Notices.  Unless otherwise agreed to by the parties, all notices shall be deemed effective when received and made in writing by either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) fax with confirmation, addressed to the Party to be notified at the addresses identified in these Terms and Conditions of Sale, or such other address designated in writing by a Party for Notices 
    4. Force Majeure.  Neither Party shall liable hereunder for any failure or delay in the performance of its obligations under these Terms and Conditions of Sale, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.  Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) business days of its occurrence.
    5. Governing Law; Venue.  These Terms and Conditions of Sale shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of law of such state, and shall be binding upon the parties hereto in the United States and worldwide.  The UN Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions of Sale.  Any claims or legal actions by one Party against the other arising under these Terms and Conditions of Sale or concerning any rights under these Terms and Conditions of Sale shall be commenced and maintained in any state or federal court located in Los Angeles County, California.  Both parties hereby submit to the jurisdiction and venue of any such court. 

THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. 

    1. Attorney’s Fees.  If either Party incurs any legal fees associated with the enforcement of these Terms and Conditions of Sale or any rights under these Terms and Conditions of Sale, the prevailing Party shall be entitled to recover its reasonable attorney’s fees (including “fees for fees”) and any court, arbitration, mediation, or other litigation expenses from the other Party.
    2. Collection Expense.  If Vvole incurs any costs, expenses, or fees, including attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due from the Reseller under these Terms and Conditions of Sale, Reseller agrees to reimburse Vvole for all such costs, expenses and fees.
    3. Cumulative Remedies.  Except as otherwise provided for in these Terms and Conditions of Sale, the rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
    4. Severability.  If any provision or portion of these Terms and Conditions of Sale shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
    5. Construction.  The headings/captions appearing in these Terms and Conditions of Sale have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.  These Terms and Conditions of Sale shall not be construed more strongly for or against any of party.
    6. Waiver. The failure of either Party to enforce any provision of this Agreement, except with respect to waiver as provided in Section 3(j) of this Agreement, shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision in the Agreement thereafter.  No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party.    
    7. Vvole LLC is a California limited liability company with its offices at 7077 Vineland Avenue, N. Hollywood, CA 91605