TERMS OF USE v

Last Updated: February 10, 2017

 This Website is operated by Boxed Retail, Inc. (d/b/a The Vault).  All inquiries may be directed to:

Boxed Retail, Inc.
8600 W Jefferson Boulevard

Los Angeles, CA 90016

 Your use of this Website is governed by these terms and conditions. Please take a few minutes to review these terms and conditions. Your use of the vault-light.com, mobile applications and any related applications (collectively the “Website”) constitutes your agreement to follow these rules and to be bound by them. If you do not agree with any of these terms and conditions, do not use the Website or its associated properties.

 These Terms and Conditions May Change

The Vault reserves the right to update or modify these terms and conditions at any time without prior notice. Your use of the vault-light.com Website or any mobile applications following any such change constitutes your agreement to follow and be bound by the terms and conditions as changed. Therefore, we encourage you to review these terms and conditions whenever you use this Website.

 Eligibility

You must be at least 13 years old to use the Website. If you are under the age of majority in your state of residence (a minor) your parent or legal guardian must agree to these Terms and Conditions on your behalf and you may only access and use the Website and our mobile applications with permission from your parent or legal guardian.

 Acceptable Use

The Website is for the sole use of individuals and entities wishing to review, consider, purchase or otherwise engage in retail transactions involving The Vault and its affiliates’ goods and services and/or to otherwise transact business with or contact The Vault, on their own behalf (or, in the case of a gift or a corporate transaction, on behalf of their intended recipients). No information concerning the transactional preferences of an individual customer (whether such customer is a person or an entity) can be entered, altered, modified or otherwise affected, by any third party on behalf of such individual customer. This prohibition is intended to protect the privacy and freedom of The Vault’s customers and the personal relationship The Vault works to develop with its customers and others authorized to use its site.

 You are responsible for your use of the Website, and for any use of the Website made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Website or mobile applications, you may not:

• violate any law or regulation;

• violate, infringe, or misappropriate other people's intellectual property, privacy, publicity, or other legal rights;

• post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;

• send unsolicited or unauthorized advertising or commercial communications, such as spam;

• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Website or mobile applications;

• transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;

• stalk, harass, or harm another individual;

• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;

• use any means to scrape or crawl any Web pages contained in the Website;

• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Website or mobile applications;

• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Website or mobile applications; or

• advocate, encourage, or assist any third party in doing any of the foregoing.

 Third Party Materials and Hyperlinks to Other Websites

To the extent our Website contains hyperlinks to third-party and outsider resources and services, the availability and content of which The Vault does not control, any concerns regarding such resource or service or hyperlink thereof should be directed to the particular outside service or resource.

By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by The Vault with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website and associated mobile applications at any time. In addition, the availability of any Third Party Materials through the Website or mobile applications does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

 Your use of third party materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such third party materials (e.g. terms of service or privacy policies of the providers of such third party materials).

 User Comments and Submissions

We welcome your comments regarding the Website. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") sent to vault-light.com or its related properties shall be and remain the exclusive property of Boxed Retail, Inc. Your submission of any such Comments shall constitute an assignment to Boxed Retail, Inc. of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. Boxed Retail, Inc. will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way unless otherwise agreed upon. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork.

You promise that:

• you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
• We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Website for any reason.

 Colors

We have done our best to display as accurately as possible the colors of the products shown on this Website. However, because the colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.

 Price Quotations

The prices displayed on this site are quoted in U.S. Dollars and are valid and effective only in the United States. Additional shipping and other charges may apply for orders outside of the United States and/or into US territories, and you will be advised of such charges and your responsibility for any portion thereof before we finalize and ship your order. Furthermore, while we do our best to assure that the taxes quoted for a particular order are accurate for the applicable location to which the order is being shipped, should an erroneous quote be provided, we will notify you of such error before finalizing and shipping your order. You will be responsible for all applicable taxes, regardless of the amount quoted on this Website at the time of your order.

 Shipping and Processing Fees

Our shipping and processing charges are intended to compensate our company for the cost of processing your order, handling, and packing the products you purchase and delivering them to you.  We encourage you to also review detailed information about our shipping and processing fees.

 Disclaimer

This site and all contents of this site are provided on an "as is" basis without warranties of any kind, either express or implied, including without limitation warranties of title or implied warranties of merchantability or fitness for a particular purpose. You acknowledge, by your use of this site, that your use of this site is at your sole risk, that you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment you use in connection with your use of our site, and that Boxed Retail, Inc. (d/b/a The Vault) shall not be liable for any damages of any kind related to your use of this site.

Although we do our best to minimize any errors, from time to time there may be information on our website that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability.  Boxed Retail, Inc. (d/b/a The Vault) reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order).

 Copyright Notice

All of the content you see on this Website, including, for example, but not limited to, all of the page headers, images, illustrations, graphics, audio clips, video clips, and text (referred to herein as the "Content") is the property of Boxed Retail, Inc. and/or is subject to trademark, service mark, trade dress, copyright and/or other intellectual property rights or licenses held by Boxed Retail, Inc., by  its affiliates or by third parties who have licensed or assigned their rights, interests and/or materials to Boxed Retail, Inc. The entire Content of the Website is copyrighted as a collective work under U.S. and other applicable copyright laws, and Boxed Retail, Inc. owns a copyright in the selection, coordination, arrangement and enhancement of the Content. The Content of the Website is intended solely for the personal and non-commercial use of the users of our site. As such a user, you may download, print and store selected portions of the Content, but only if (1) you use any such copies of the Content only for your own personal and non-commercial use, (2) you do not modify or alter the Content in any way, or delete or change any copyright or trademark notice, and (3) you properly credit any intellectual property rights to Boxed Retail, Inc./The Vault. No right, title or interest in any downloaded or copied materials are transferred to you as a result of any such downloading or copying. Boxed Retail, Inc. reserves complete title and full intellectual property rights in any Content you download from this Website. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content without first obtaining the express written permission of Boxed Retail, Inc.

 We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please email the following information to us at info@vault-light.com with the subject line Copyright:

• Your address, telephone number, and email address.
• A description of the copyrighted work that you claim has been infringed.
• A description of where the alleged infringing material is located.
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

 Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Boxed Retail, Inc. and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms and Conditions by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

 Arbitration Agreement & Waiver of Certain Rights

You and Boxed Retail, Inc. agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Boxed Retail, Inc. hereby waive any right to a jury trial of any Claim. All controversies, claims, counterclaims, or other disputes arising between you and Boxed Retail, Inc. relating to these Terms and Conditions or the Website or our mobile applications (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

 This arbitration agreement does not preclude you or Boxed Retail, Inc. from seeking action by federal, state, or local government agencies. You and Boxed Retail, Inc. also have the right to bring qualifying claims in small claims court. In addition, you and Boxed Retail, Inc. retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms and Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms and Conditions.

Neither you nor Boxed Retail, Inc. may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Boxed Retail, Inc.'s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

 If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms and Conditions. This Section of the Terms and Conditions will survive the termination of your relationship with Boxed Retail, Inc.

 THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR BOXED RETAIL, INC. WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

 Other Provisions

Any action relating to the use of the Website, mobile applications, catalogs or any transaction with Boxed Retail, Inc. must be brought in the state or federal courts located in the County of Los Angeles, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control. If any provision of these Terms and Conditions is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the enforceability of any other provisions. The failure by us to enforce any right or provision of these Terms and Conditions will not prevent us from enforcing such right or provision in the future.

 We may assign our rights and obligations under these Terms and Conditions, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.