Conciant Concierge

Before completing your Conciant Member Profile and Payment Option form, please read the entirety of the following agreement.

It is hereby acknowledged, understood and agreed between Conciant LLC (hereafter “Conciant”) and you, a prospective Conciant Member (hereafter “You”), that by submitting the Conciant Member Profile and Payment Option form and/or accessing Conciant Member benefits and services through the Site, the Internet, phone, email, facsimile, in person or though any other communication method, You are legally bound to abide by the following terms and conditions, as well as the terms and conditions of any other agreement You may sign or enter into with Conciant. If You do not agree with any part of the Terms and Conditions of Use that follow, You should not complete Conciant’s Member Profile and Payment Option form, nor should You attempt to utilize any Conciant Member benefit or service.

Conciant has a wealth of experience in lifestyle management. We provide a wide range of services that improve, affect and enhance the quality of Members’ lives. Conciant’s core system utilizes tested and proven state of the art technology supported by evolutionary software. To better serve our Members, we request a significant amount of personal information from them. The following agreement describes the terms and conditions that apply to Membership, including Member responsibilities, and the limitations of our liability.

This agreement is entered into between Conciant and You.

Eligibility

Membership, Service Requests and the Site are available only to individuals or entities who can form legally binding contracts under applicable law, and who are employees and affiliates of entities that have entered into a service agreement with Conciant or one of its affiliates or Partners. Without limiting the foregoing, the Services and the Site are not available to individuals under the age of majority. If You do not qualify, You may neither use Conciant Member benefits, services or the Site

Acceptable Use

You will not provide false or fraudulent information such as a false name or credit card in connection with Conciant Member benefits and services and the completion and submission of the Payment Options form. By using any Conciant Member benefit or service, You represent and warrant that You are of sufficient and legal age which legally binds and obligates You for any liabilities You may incur. So that Conciant can provide You with Member benefits and services, You hereby authorize Conciant to act as your agent (By way of example, obtaining merchandise on your behalf and entering into transactions that You specifically request.) You hereby irrevocably agree to be solely responsible for payment of goods or services that Conciant orders or procures as your agent on your behalf, together with all Lifestyle Concierge fees associated therewith.

Limitation of Liability

Conciant’s core system utilizes tested, proven state of the art technology. Urbanity’s™ service platform is supported by evolutionary software developed exclusively for Conciant. Conciant has network active resource links in cities all over the world—including Alpha, Beta and Gamma (global) cities. Real-time dimensional data streams deliver up to the second information to Conciant’s research analysts, making Conciant’s schedule of events a ‘moment to moment’ compendium of what’s happening around the globe.

Integrated into Systems is Member Profile and Utilization. Speed of Life technology allows Conciant to access member profile and history when processing service requests. Systems is what makes speed of life service possible.

From time to time, the Site will need scheduled maintenance and preventative, required and emergency maintenance work. While we expect your on line experience to be a pleasantly painless experience, You hereby acknowledge, understand and agree that Conciant shall have no liability of any kind whatsoever for the unavailability of the Site, for any loss of data or transactions resulting from delays, non-deliveries, mis-delivered or service interruptions caused by Conciant, any third party acts or any other web host provider or Internet infrastructure and network external to the Site. In no event shall Conciant or any of its employees, agents, directors, or officers be liable for any injury, loss, claim, damage, or any indirect, special, exemplary, punitive, incidental, consequential, loss of profits or revenue damages of any kind, whether based in contract, tort or otherwise, which arises out of or is in any way connected with any use of the Site or any of Conciant’s Member benefits or services even if Conciant has been advised of the possibility of such damages and regardless of whether Conciant knew or should have known of the possibility of such damages. If, notwithstanding the foregoing, Conciant is found liable for any loss or damage relating to the use of Conciant Member benefits and services, including use of the Site, You hereby irrevocably agree that the total cumulative liability of Conciant under this Agreement shall not exceed five hundred dollars ($500.00).

Events

Conciant is in the business of providing its Members with, among other things, ticketing and booking for access to certain travel, entertainment, lifestyle experiences and events (collectively “Events”) which are by their very nature unique and exclusive, and;

1. In securing a seat/place at such Events, time and full payment of associated fees (the “Fees”) are of the essence.

2. In keeping with the above provisions, it is hereby further acknowledged, understood and agreed between Conciant and You that:

a) You shall pay Conciant a non-refundable deposit of no less than fifty percent (50%) of the Fees (the “Deposit”) to reserve any Event. The Deposit shall be deemed properly earned fees by Conciant for all work performed up to and including its time of payment.

b) You shall pay the balance of the Fees in full no less then 60 days prior to the Event date.

c) In the event full payment of the Fees is not received by said date, any amounts You have already paid will be deemed non-refundable and properly earned by Conciant for all work performed, and the Event will be made available for sale to other Conciant Members.

d) For ticketed Events, no tickets will be issued to Member until Conciant receives full payment of the Fees from You.

e) As the nature of the Events are exclusive, no refund of any money paid to Conciant will be refunded if You wish to cancel, unless otherwise agreed to in writing by Conciant.

f) You hereby acknowledge, understand and agree that the price of any Event may exceed the face value of the ticket.

g) All prices are in U.S. Dollars, and refunds, if any, shall be in U.S. Dollars.

h) You hereby acknowledge, understand and agree that You shall be solely responsible for payment of additional Fees due to changes in the exchange rate occurring prior to the actual date of the Event irrespective of Fees described on any invoice, credit card statement or the like.

3. It is hereby further acknowledged, understood and agreed between Conciant and You that:

a) All advertised Events are subject to availability, and may change without notice to You. You hereby acknowledge, understand and agree that Conciant is not responsible for changes in Event dates and times, locations and accommodations. You acknowledge that Conciant has no control over such changes. If said changes are made, You will not be entitled to a refund, unless at the discretion of Conciant. However, full refunds will be given if an Event is canceled in its entirety, provided such cancellation is not due to acts of god, war, terrorism, lock out, industrial accidents, fire, flood, drought, tempest, other acts of nature, or cancellation by third parties. Cancellation shall mean that the Event will not take place in its entirety.

b) You acknowledge, understand and agree that Conciant shall not be held liable to You for failure to provide the services ordered if such failure is due to actions and circumstances beyond the control of Conciant.

c) You acknowledge, understand and agree that Conciant is acting as a booking agent, has no responsibility or control over any of the aspects of the ticketed Event and therefore will not be held responsible by You for either negligence, strict liability, tort, product liability, intentional torts or under any other theory of liability for any death, loss of funds, thefts, damage to property, personal injury or any other loss suffered by You.

4. This Agreement, including all requests, reservations, and purchases of any Event on your behalf constitute your agreement to the above terms and conditions.

5. You hereby irrevocably agrees that the total cumulative liability of Conciant under this Agreement shall not exceed five hundred dollars ($500.00).

Event Planning

Catering services are per person all inclusive for on site and drop off catering. Per person charge is relative to fare, beverage preference, crystal, china, linens, tableware, servers, set-up, venue, table, tent, chair and other rentals. You hereby irrevocably agree to be solely responsible for payment of all catering, server, rental and other goods and services Conciant orders or procures on your behalf, together with all Lifestyle Concierge hourly rates associated therewith.

Conciant Wine Society/Conciant Cellars

You hereby acknowledge, understand and agree to the following general terms and conditions of participation in Conciant’s Wine Society and Cellar:

1. All wines are offered subject to availability and remain the property of Conciant or its associates until payment is received in full.

2. Upon acceptance of your request for a place at a wine event, Conciant will dispatch tickets which You are requested to bring with You.

3. In the unlikely event that we have run out of an item on your order, we will contact You to arrange a replacement. At peak times of the year, we do reserve the right to replace out of stock items with another of equal or greater value.

4. Because wine is a fluctuating commodity, Conciant necessarily reserves the right to change price and availability information without notice.

5. Conciant shall not be liable for any delay in delivering your wine if that delay or failure is caused by circumstances beyond its control, including, without limitations, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm or Act of God, failure of ISP or telecommunications provider in connection with the performance of this Agreement.

6. Conciant may change or add to these terms and conditions for security, legal or regulatory compliance.

7. You hereby authorize Conciant to charge all costs associated with your wine orders to the credit card listed on your Wine Society Profile or such other credit card as You may in writing designate from time to time. Your credit card will only be charged upon confirmation of your order.

8. Prices listed are per bottle unless otherwise stated. They are subject to currency and market fluctuations, changes in duty and VAT, as well as stock remaining unsold.

9. Conciant’s Cellar pricing is in US dollars.

10. Faulty Goods. If a wine is found to be corked or otherwise faulty, Conciant is pleased to offer a replacement or credit. Notification must be given to Conciant within three (3) business days of delivery. Notwithstanding the foregoing, You understand and agree that, following the wine trade tradition, all bottles ten years or older are purchased at your own risk.

11. Oops. We Shipped the Wrong Wine. On the rare occasion that this embarrassment occurs, Conciant offers a refund or replacement of the incorrect goods, upon return of the incorrectly shipped bottle(s) in question. Notification must be given within five (5) business days of delivery.

12. En Primeur Cancellations. En Primeur orders can only be cancelled within five (5) business days of placing the order. A full refund of the purchase price of the wines will be given upon receipt of formal notification in writing of cancellation of the order. Due to the unique nature of En Primeur sales, we regret that orders cannot be cancelled after this time.

13. Canceling Your Order. For your complete peace of mind, You may cancel your order (does not apply to En Primeur orders) within five (5) business days of receipt. A full refund of the purchase price, excluding shipping and handling and return postage & packaging will be given, provided the goods remain in good condition, and the request to cancel is received in writing within the time prescribed. Refunds for cancelled orders will be processed within thirty (30) days. Notwithstanding the foregoing, You understand and agree that, following the wine trade tradition, all bottles ten years or older are purchased at your own risk.

14. Tasting, Dinner & Special Wine Event Tickets. In the event of cancellation, full refunds will only be given if Conciant receives notification at least thirty (30) days in advance of the event, unless Conciant otherwise agrees in writing.

15. Availability. Wine is an agricultural product and is very often produced in limited quantities. If You order a mixed case of wines, we may, in very rare circumstances, have to replace a wine—we promise that we will only ever replace—and if You ever have cause to disagree with our choice of replacements, we will give You a credit for any of the bottles replaced—no questions asked.

16. Age Restriction. We won't sell wine to anyone who isn't twenty one (21) years of age. Sorry. It’s the law. By placing an order, You confirm that You are at least twenty one (21) years of age. We will ask You your age and date of birth for our records. If You are buying a case of wine as a gift, the recipient must also be over twenty one (21) years of age.

Purchases/Lifestyle Concierge Rates

Lifestyle Concierge rates (as shown at the membership links at the Join Us page) and purchases and/or ancillary, collateral, incidental and like services contracted in good faith on your behalf are charged at the time of purchase or completion of the service request. You hereby irrevocably agree to be solely responsible for payment of goods or services Conciant orders or procures on your behalf, together with all Lifestyle Concierge hourly rates associated therewith. You hereby irrevocably agree to be solely responsible for payment of products or services Conciant orders or procures on your behalf. You agree to pay such charges and authorize Conciant to charge/deduct the calculated amount from your designated Payment Account, as that term is defined in these Terms and Conditions of Use, for these amounts, including fees associated with joining Conciant, fees associated with annual renewal of your Membership and any additional charges that may be incurred by You.

Journey Policy

Hate to travel alone? Conciant can supply the perfect companion. Planning an Event in another city, State or Country? Conciant will be there to offer conceptual ideas, plan, organize and implement—or, if You prefer, assist You in carrying out your planned event. The only thing Conciant won’t do is pay for the cost of its business class airfare, ground transportation, lodging and meals associated with Journey. Sorry. You hereby irrevocably agree to be solely responsible for payment of such travel expenses on behalf of Conciant, together with all associated Lifestyle Concierge hourly rates.

Conciant Courtesy Invoice Payment Service

You are legally bound to abide by these Terms and Conditions of Use, as well as the Terms and Conditions of Use of any other agreement You may enter into with Conciant. If You do not agree with any part of these Terms and Conditions of Use of Use, You should not complete Conciant’s Member Profile and Payment Profile, nor should You attempt to utilize any Conciant Member benefit or service.

Service Definitions

"Service" means the Conciant Courtesy Invoice payment service offered through Conciant and the Site.

"Agreement" means these Terms and Conditions of Use.

"Conciant Partner" is the vendor, merchant, manufacturer, distributor or service provider requested by You, or referred to You by Conciant to which You hereby authorize Conciant to pay invoices for product/service purchases and/or ancillary, collateral, incidental and like services contracted by Conciant in good faith on your behalf.

"Payment Account" is the payment method set forth in your Payment Profile or such other payment method You may designate in writing to Conciant from time to time from which invoices for product/service purchases and/or ancillary, collateral, incidental and like services contracted by Conciant in good faith on your behalf will be automatically charged/debited.

"Due Date" is the date of purchase or completion of your service request, and shall not include a grace period.

"Scheduled Payment" is a payment that has been scheduled through Conciant but has not begun processing.

Payment Scheduling: Invoices for product/service purchases and/or ancillary, collateral, incidental and like services contracted in good faith on your behalf are charged at the time of purchase or completion of your service request. You hereby irrevocably agree to be solely responsible for payment of products or services Conciant orders or procures on your behalf.

Conciant Guarantee: Due to circumstances beyond the control of Conciant, particularly delays in handling and posting payments of invoices, some transactions may take longer to be charged/debited to your account. Conciant will bear responsibility for any late payment related charges up to $50.00 should a payment post more than five (5) days after its Due Date.

Payment Authorization And Payment Remittance: By submitting the Conciant Member Profile and Payment Profile and/or accessing Conciant Member benefits and services through the Site, by phone, email, facsimile, in person or though any other communication method, You hereby authorize Conciant to pay the invoice(s) it receives in connection with your service requests.

When You submit a service request, You authorize Conciant to charge/debit your Payment Account and remit funds to Conciant Partners on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date. You also authorize Conciant to credit your Payment Account for payments returned to Conciant by the United States Postal Service or Conciant Partner.

Conciant will use its best efforts to make all of your payments properly. However, Conciant shall incur no liability, and any Service Guarantee shall be void if Conciant is unable to complete any payments on your behalf because of the existence of any one or more of the following circumstances:

If, through no fault of Conciant, your Payment Account does not contain sufficient funds to complete the transaction, or the transaction would exceed the credit limit of your account;

You have not provided Conciant with the correct Payment Account information or,

Circumstances beyond control of Conciant (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction.

Provided none of the foregoing exceptions are applicable, if Conciant causes an incorrect amount of funds to be removed from your Payment Account, Conciant shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Conciant Partner any previously misdirected transactions, and, if applicable, for any late payment related charges up to an amount of fifty dollars ($50.00).

Payment Methods: The method in which Conciant remits funds on your behalf to a Conciant Partner shall be those set forth by You in your Payment Profile or such other method You may request in writing to Conciant from time to time. These payment methods may include, but may not be limited to, those described on the Site.

Payment Cancellation Requests: You may cancel or edit any service request and associated Scheduled Payment (including recurring payments) provided (i) the service request has not been performed, in whole or in part, and (ii) if such cancellation is not contrary to any other cancellation policy described in these Terms and Conditions of Use. There is no charge for canceling or editing a Scheduled Payment where such cancellation or editing is permitted by these Terms and Conditions of Use. Once Conciant has begun processing an invoice payment, however, it cannot be cancelled or edited, and You hereby inrevocably agree that You will not chargeback, stop payment or otherwise deny or fail to timely honor in full such payment.

Stop Payment Requests: Subject to the provisions of these Terms and Conditions of Use governing cancellation or editing of a service request and related payment, Conciant's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Conciant may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If You desire to stop any payment that has already been processed, You must contact Conciant. Although Conciant will make every effort to accommodate your request, Conciant will have no liability for failing to do so. Conciant requires You to present your stop payment request in writing forty eight (48) hours in advance of your desired stop payment date. The charge for each stop payment request will be fifteen dollars ($15.00) for each such request.

Prohibited Payments: Payments to Conciant Partners outside of the United States or its territories are prohibited through Conciant.

Accuracy and Dispute of Conciant Partner Invoices: Conciant is not responsible for the accuracy of Conciant Partner Invoices. Conciant is only responsible for presenting the information we receive from a Conciant Partner. Any discrepancies or disputes regarding the accuracy of such Conciant Partner Invoices must be addressed with the Conciant Partner directly. Conciant provides this Member service for purposes of convenience and as a courtesy only.

No Agency: Conciant Partners engaged to fulfill your service requests through Conciant are independent contractors of Conciant, and nothing in such relationships shall be construed to create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship notwithstanding the title “Conciant Partners”, which is used solely for convenience and reference only, and shall not affect the scope, meaning, intent or interpretation of the provisions of these Terms and Conditions of Use, nor shall such title otherwise be given any legal effect.

No Duty: By use of Conciant Membership, benefits and services, You acknowledge and agree that Conciant is not acting as an agent or advisor for any Conciant Partner identified through Conciant. Conciant takes reasonable efforts to screen Conciant Partners for participation in Conciant, but make no representations, warranties or guaranties regarding any Conciant Partner. Therefore, it is your sole responsibility to conduct your own evaluation of each Conciant Partner, and to select a Conciant Partner that suits your needs. You undertake the engagement of Conciant Partners at your own risk. You may elect to consult with expert advisors of your choosing to assist in evaluating aspects of your service request, including, but not limited to, an attorney of your choosing regarding contracts, permits, and other issues, a tax advisor, and an insurance professional regarding risk analysis and coverage. Conciant does not: (i) endorse or recommend any specific Conciant Partner; (ii) provide advice on selection of any Conciant Partner; (iii) warrant or guarantee the quality of any of the work a Conciant Partner provides to a Conciant Member; and (iv) make any representations or warranties regarding the qualifications of a Conciant Partner for any service request. By use of Conciant Member benefits and services, You acknowledge and agree that Conciant is not acting as an agent or advisor for any Conciant Partner or other product or service provider introduced to You through Conciant or the Site. Conciant makes no representations, warranties or guaranties regarding any Conciant Partner or other product or service provider. Conciant expressly denies the existence of, and disclaims any duty, obligation or liability regarding any action or inaction of a Conciant Partner or other product or service provider. Conciant does not contract with the Conciant Partner for any product or service. This Agreement does not alter your liability or obligations that exist between You and a Conciant Partner.

Errors And Questions: In case of errors or questions about charges/debits to your Payment Account, You should, as soon as possible, notify Conciant at the telephone number listed at the Contact Us section of the Site.

If You think any charge/debit to your Payment Account is incorrect, or You need more information about a service request transaction listed on an invoice or other statement, Conciant must hear from You in writing no later than seven (7) days after the FIRST statement was sent to You on which the problem or error appears. You must:

• Tell us your name and Conciant Member ID;
• Describe the error or the transaction in question, and explain as clearly as possible why You believe it is an error, or why You need more information; and,
• Tell us the dollar amount of the suspected error.

You may not tell us verbally. Conciant requires that You send your enquiry in writing no later than seven (7) days after the FIRST statement was sent to You on which the problem or error appears. Conciant will tell You the results of our investigation within ten (10) Business Days after we hear from You, and will correct any error promptly. However, if we require more time to confirm the nature of your enquiry, we reserve the right to take up to forty-five (45) days to complete our investigation. If Conciant determines that such an extended investigation is necessary, Conciant will provisionally credit your Payment Account within ten (10) Business Days for the amount You think is in error. If Conciant does not receive your enquiry in writing in accordance with these Terms and Conditions of Use, Conciant may not provisionally credit your Payment Account. If it is determined there was no error, Conciant will mail You a written explanation within three (3) Business Days after completion of its investigation. You may ask for copies of documents used in our investigation. Conciant may revoke any provisional credit provided to You if we find an error did not occur.

Disclosure Of Account Information To Third Parties: It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions You make ONLY in the following situations:

• Where it is necessary for completing transactions;
• In order to comply with a governmental agency or court orders;
• To defend/enforce these Terms and Conditions of Use or,
• If You give us your written permission.

Failed Or Returned Transactions: In using Conciant benefits, services and the Site, You are requesting Conciant to make payments for You from your Payment Account solely as a courtesy for purposes of your convenience. If we are unable to complete the transaction for any reason associated with your Payment Account, the transaction may not be completed. In some instances, You will receive a return notice from Conciant. In such case, You agree that:

• You will reimburse Conciant immediately upon demand the transaction amount that has been returned to Conciant;
• For any amount not reimbursed to Conciant within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
• You will be assessed a $20.00 fee by Conciant if the transaction is returned because You have insufficient funds in your Payment Account to cover the requested payment.
• You hereby authorize Conciant to deduct this amount from your designated Payment Account;
• You will reimburse Conciant for fees and costs of any kind, including court costs and attorneys fees, that it incurs in attempting to collect the amount of the return from You; and,
• Conciant is authorized to report the facts concerning the return to any credit reporting agency.

Upon expiration or earlier termination of your Conciant Membership, any payment(s) Conciant has already processed before the requested cancellation date will be completed by Conciant. All Scheduled Payments, including recurring payments, will not be processed once your Membership is cancelled. Conciant may terminate or suspend Service to You at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

Returned Payments: In using Conciant benefits and services, You understand that Conciant Partners and/or the United States Postal Service may return payments to Conciant for various reasons such as a Conciant Partner’s forwarding address is expired. Conciant will use its best efforts to research and correct the returned payment.

Comments? Kudos? Questions?

All comments, feedback, questions, kudos or other submissions (“Submissions”) submitted or offered by You to Conciant in connection with use of Conciant Member benefits and services are the exclusive property of Conciant. Conciant may use such Submissions in any medium and for any purpose, now or hereafter known or devised, worldwide and in perpetuity without first obtaining your specific consent. You hereby understand, acknowledge and agree that the act of completing your Conciant Member Profile and/or using any Conciant Member benefit or service constitutes your express consent to such use. Conciant is under no obligation to use your Submission or your name in confidence, to compensate You for use of a Submission, or to respond to your comments. You hereby agree that You are solely responsible for the content of any Submission You make.

Unauthorized Users/Children Under the Age of Majority

Conciant cannot prevent minors from using Conciant Member benefits and services, nor can Conciant prevent the unauthorized use of your Conciant Member benefits and services where such unauthorized use arises from your failure to properly protect and safeguard your Conciant User Name and Login In information. You hereby acknowledge, understand and agree that You are solely responsible for the safe keeping of your User Name and Login In information, and that any use of Conciant Member benefits and services wherein your User Name and Login In information is entered to gain access to such benefits and services shall be deemed to be expressly and irrevocably authorized by You even if such use was not so authorized. You hereby irrevocably agree to be solely responsible for the payment of all goods or services that Conciant orders or procures in reliance on the User Name and Login In information used to access, request and otherwise order such goods and/or services, together with all Lifestyle Concierge fees associated therewith. If You believe that your Member ID, password or other means to access your Conciant Membership has been lost or stolen, or that someone may attempt to use your Membership without your consent, You must notify Conciant at once by calling our offices during customer service hours.

Third Party Content

Conciant may distribute content supplied by third parties over which it has no editorial control. Any opinions, advise, statements, services, offers or other content that is expressed or made available by third parties, including providers of information accessed by Conciant and its Members, are those of the respective authors or distributors and not of Conciant, its affiliates or any of its officers, directors, employees or agents. Neither Conciant nor its affiliates, nor any of its officers, directors, employees, agents, or any third party, including providers, Partners or Conciant Members, guarantee the accuracy, completeness or usefulness of any content, or its merchantability or fitness for any particular purpose. Conciant does not endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made on the Site. You hereby acknowledge, understand and agree that under no circumstances shall Conciant, its affiliates, or any of its officers, directors, employees or agents be liable for any loss, damage or harm caused by your reliance on information obtained through the Site. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Site and Conciant.

Conciant Partners Standard Terms and Conditions

These Standard Terms and Conditions shall apply to all transactions conducted under the Partner Vendor Services Agreement (the “Agreement”) of which this Exhibit is a part. Any capitalized terms not defined in these Standard Terms and Conditions shall have the meanings ascribed to such terms in the Agreement.

Our Partner Promise to You

We will solicit interest from members for utilization of your Services.
We will utilize technology-driven applications to schedule Service Requests.
We will maintain an electronic calendar for all Service Requests.
We will reconcile payment for your Services on the 1st & 15th of each calendar month during the Term.
We will facilitate customer service and dispute management with Members.
We will conduct monthly status meetings to ensure an optimal working relationship.
We will strive to supply You with a continuously growing client base.
We will expose You to a select market segment.
We will assure payment of your Service Fees via Conciant’s direct billing and payment policies and procedures, allowing you to focus on your core competencies.

Your Partner Promise to Us

You will complete Conciant’s Partner Profile.
You will sign Conciant’s Partner Vendor Services Agreement.
You will maintain an excellent track record with the Better Business Bureau.
You will submit three (3) client references to Conciant.
You will check daily for new Service Requests.
You will use your best efforts to accept and perform all Service Requests.
You will provide preferential and priority treatment to Conciant Members.
You will conduct monthly status meetings to ensure an optimal working relationship.

You shall provide to Conciant and to Conciant Members your best pricing for Services offered and/or performed by You. In the event You offer reduced pricing or terms to one or more of your other customers or clients, You shall offer such reduced pricing or terms to Conciant and to Conciant Members. You shall provide the very best in quality services to Conciant and to Conciant Members, and shall provide exceptional customer care and attention to Conciant Members at all times.

In the event You encounter a Service Request from a Conciant Member to perform or engage in any unethical or inappropriate conduct, You shall refuse to engage in such conduct and shall immediately report any such request in writing to Conciant.

You shall be permitted to establish reasonable rules and regulations regarding the provision of Services to Members; provided such rules and regulations apply to all of your customers and clients without discrimination or distinction. You may refuse to provide Services to any Member who does not comply or otherwise refuses to comply with such reasonable standard rules and regulations after first notifying Conciant in writing.

At the conclusion of each calendar year, Conciant shall issue to You such receipts (including, without limitation, Forms 1099) as required by law. In the event of any dispute regarding payment, Conciant shall be permitted to withhold from any payments such amounts as remain in dispute, whether such dispute is with Conciant, a Member, a credit card company, or otherwise. Further, Conciant shall be entitled to offset against any amounts otherwise owing to You any amounts for which you are indebted to Conciant.

Conciant shall have the right to modify these Standard Terms and Conditions at any time in its sole discretion and shall, within fifteen (15) days of any such modification, notify you in writing. Within five (5) business days of receipt of notification of any such modification, You shall have the right to object to the revised Standard Terms and Conditions. Your failure to notify Conciant in writing of your objection within the stated prescribed period of time shall constitute your acceptance of the Standard Terms and Conditions as modified.

By signing the Agreement, accepting any referrals from Conciant, or otherwise providing Services to any Conciant Member, you consent to receive all communications, including notices, agreements, legally required disclosures or other information in connection with your Agreement with Conciant electronically from Conciant (collectively “Notices”). You agree that Conciant generally can send you electronic Notices by electronic mail to your designated email address, or by telephoning or faxing the Notices to You. You agree to check your electronic email account, phone messages and facsimile transmissions daily for Notices from Conciant. The delivery of any Notice from Conciant is effective when sent by Conciant, regardless of whether you read the communication when you receive it. You may withdraw your consent to receive Notices electronically by calling or by sending a fax or letter to Conciant at the address and phone number listed on www.conciant.com; however, if you choose to withdraw your consent, Conciant may terminate the Agreement. All registrations, agreements, and terms completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

To the extent the provision of your Services require a license or surety bond, you will maintain such licensing and/or bond and provide Conciant with evidence thereof within five (5) days of the signing by You of the Agreement, together with copies of your valid business license, insurance coverage, bond, current Workers Compensation Certificate (or in the case of a Sole Proprietor, the Sole Proprietor, Independent Contractor Workers Compensation Indemnity Agreement Completed and Notarized) and applicable customer service guarantees. You will maintain general and comprehensive liability insurance at all times during which You are providing Services hereunder with a policy limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate. You hereby agree that (i) the deductible on any insurance policy acquired hereunder shall not exceed ten thousand dollars ($10,000), (ii) You shall name Conciant (its agents and representatives) as an additional insured on the applicable insurance policies, (iii) the insurance policies shall be endorsed to provide no less than ten (10) days notice to Conciant if any insurance benefit decreases, and (iv) the insurance policies shall be in effect no later than ten (10) days of your signing of this Agreement.

Conciant’s business and its assets (tangible and intangible) are referred to in this Agreement as “Conciant’s Business”. You have obtained and shall continue to obtain certain information from Conciant concerning Conciant’s Business in connection with providing the services described herein to Conciant and to its Members. Much of Conciant’s Business information is confidential and includes, among other things, marketing, technical information and financial data. In consideration of Conciant’s engagement of You and of Conciant’s disclosing certain confidential information about Conciant’s Business to You, You hereby agree that the confidential information heretofore disclosed or hereafter to be disclosed by Conciant to You concerning Conciant’s Business (including, but not limited to, information concerning assets, techniques, methods, know-how, customer and vendor lists, trademarks, costing, financial and other proprietary information) is the exclusive property of Conciant, of particular interest to Conciant’s Business and is exclusively used by Conciant in said business operation. For purposes of this Agreement, “techniques”, “methods”, “know-how: and “costing” shall mean the business methodology and approach utilized by Conciant. Moreover, all of the items described in these Terms and Conditions of Use is, individually and collectively, constitute a trade secret of Conciant and shall not be used or disclosed, directly or indirectly, at any time (whether during the period of your association with Conciant or after such period) by You to any other person, firm or agency (government or private) without the prior written consent of Conciant or as required by applicable law or other appropriate administrative or judicial tribunal. This provision shall survive expiration or earlier termination of this Agreement.

In further consideration of Conciant’s promotion and utilization of your services, and of Conciant’s disclosure of certain confidential information about Conciant’s Business to You, during the term and for a period of five (5) years following expiration or earlier termination of this Agreement, You expressly agree that You will not, nor shall You enter into any business relationship with or aid any third party into, (i) competing in any manner, directly or indirectly, whether as principal, employee, independent contractor, agent or owner, with Conciant or any affiliate thereof, (ii) hire Conciant’s employees, agents, consultants, vendors or suppliers and (iii) enter into any business, employment, vendor, supplier or independent contactor relationship with any Conciant Member. This provision shall survive the expiration or earlier termination of this Agreement.

If any section, paragraph, sentence, clause or other provision of these Standard Terms and Conditions, or the application of such provision, is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed to be modified in a manner consistent with the intent of such original provision, so as to make it valid and enforceable, and these Standard Terms and Conditions, and the application of such provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable shall not be affected thereby.

Any party’s failure to insist in any one or more instances upon the performance of any of the terms or conditions of these Standard Terms and Conditions shall not be construed as a waiver of the future performance of any such term, covenant or condition, but the obligations of either party with respect thereto shall continue in full force and effect.

These Standard Terms and Conditions are an integral part of the Agreement and the parties acknowledge that they have read, reviewed and understand these Standard Terms and Conditions, and acknowledge that these Standard Terms and Conditions are a substantive part of the Agreement. The execution of the Agreement by You shall constitute acceptance of these Standard Terms and Conditions. In the absence of execution of the Agreement by You, the commencement of any business activity by You on behalf of Conciant or its Members shall constitute acceptance of the Agreement and of these Standard Terms and Conditions.

Neither party nor any of its officers, employees, agents or representatives is an employee or agent of the other party for any purpose whatsoever. Rather, each party is and shall at all times remain an independent contractor. Each party shall have sole control of the manner and means of performing its obligations under this Agreement. Except as otherwise specifically provided herein, each party shall be responsible for all expenses and disbursements which it incurs in connection with this Agreement. Neither party has, nor shall it hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon the other party, unless specifically provided herein or the other party shall consent thereto in writing. Each party shall have the right to appoint and shall be solely responsible for its own sales people, employees, agents and representatives, who shall be at such party's own risk, expense and supervision and shall not have any claim against the other party for compensation or reimbursement.

You shall defend, indemnify and hold harmless Conciant and its officers, directors, employees, agents, successors and assigns from and against any and all claims, liability, damages, costs and expenses Conciant incurs (including actual legal fees and court costs, expenses and liabilities involved in any judicial, government or other investigation or proceeding) in connection with (i) the Services and any related product, (ii) the negligent or intentional acts or omissions of You (or any of your employees or agents) pursuant to the Agreement and these Standard Terms and Conditions, and (iii) the breach by You of any of your representations, warranties, covenants, obligations, agreements or duties under the Agreement and these Standard Terms and Conditions.

Each of the parties hereto shall exert every reasonable effort in the performance of their respective obligations hereunder to comply with all applicable municipal, county, state and federal laws, ordinances and regulations.

These Standard Terms and Conditions, along with the Agreement, constitute a binding legal contract made under, and to be governed by and construed in accordance with, the laws of the State of California applicable to contracts made within such State without giving effect to choice of law principles of such State. The validity, interpretation, and performance of the Agreement and these Standard Terms and Conditions shall be controlled by and construed under the laws of the State of California. You and Conciant agree that any and all disputes or claims arising from or relating to this Agreement, or either party's performance hereunder, shall be brought, filed and litigated, if at all, in and only in a court of competent jurisdiction and venue over actions commenced within the State of California, County of Riverside. To the extent that the parties may presently or hereafter be entitled to challenge personal jurisdiction, the parties hereby waive their right to raise such defense and consent to the personal jurisdiction of such courts. The prevailing party in any action brought to enforce this Agreement or any provision thereof, to rescind the same, or to collect damages for an alleged breach thereof shall be entitled to recover its reasonable attorney's fees and court costs from the non-prevailing party. This provision shall survive expiration or termination of this Agreement indefinitely.

Le Epicier/Personal Grocery Shopping Services Terms and Conditions

Conciant values you as a customer and your right to privacy. Except as may be otherwise required by law, Conciant will exercise commercially reasonable efforts to ensure that your personal information remains confidential and available only to Conciant, its employees, agents, and contractors. Conciant will not sell your personal information to third parties. You will be charged the prices quoted for Products you have selected for purchase at the time you submit your order. If pricing for Products you have ordered changes after you place your order but before your order is shown as "CLOSED" in your order history, you may cancel your order for the Products and place a new order for the Products. It is your responsibility to promptly notify your bank of any changes to your billing information, or of any loss, theft, or unauthorized use of your credit card number. You are responsible for updating your registration information. Notwithstanding any other statements or these bullet points, the Terms and Conditions are the agreement between you and Conciant. By submitting each order, you confirm and affirm that you have read, understood and agree to the Terms and Conditions, of the form in which they appear at the time the order is submitted.

1. Offer and acceptance. By submitting a completed order form, you offer to purchase, on and pursuant to these Terms and Conditions and the order form, the groceries and other items (collectively, "Product") you select and submit to Conciant, LLC under ‘Le Epicier’ signature personal grocery shopping service ("Conciant") for purchase via the order form. Your offer may be accepted by Conciant by sending you an electronic confirmation that your order has been received and accepted. It shall be in Conciant’s discretion to accept or reject your offer. If Conciant accepts your offer, these Terms and Conditions and the order form collectively constitute a legal agreement between Conciant and you governing your purchase of the Product from Conciant through the personal grocery shopping service.

2. Responsibilities. If Conciant accepts your order, Conciant shall, in return for your payment, provide the Product which you order through the personal grocery shopping service. The Product shall be delivered to you by a Conciant employee, agent, partner or representative at the delivery address you designate. Your payment for the Product and shipping, including sales taxes and assessments, is due upon completion of your order. Conciant will charge the payment to the credit card which you submit to Conciant, and will collect the payment from your bank. You authorize Conciant to make and collect such charge, and agree to make payment to Conciant if Conciant cannot collect the charge for any reason. The total amounts you shall pay for the Product per each order shall be the sums of the respective prices for the items you select and submit via the order form, plus all applicable sales taxes and shipping charges, as reported to you as the "TOTAL" in the order form.

3. Product Pricing and Shipping Charges. You will be charged the prices quoted for Products you have selected for purchase at the time you submit your order. If pricing for Products you have ordered changes after you place your order and your order is not yet shown as "CLOSED" in the order history page available to you, you may cancel your order for the Products and place a new order for the Products. (Please note that Conciant will not notify you that pricing has changed, but you may re-visit the web site after submitting your order and learn that a change has occurred. If you find a pricing change, you may check the status of your order. If the order is not shown as "CLOSED", you must cancel your order and place a new order to receive the changed pricing. If you do not cancel your order in such instance, your order will be filled and you will be charged the pricing shown at the time you submitted the order.) Shipping charges may also change from time to time, however; you will be charged the shipping charges quoted at the time you submit your order.

4.Communications. Conciant shall conclusively presume that online communications received from you through your use of the online or electronic order form and registration process are accurate, complete, and authorized by you as received by Conciant. You agree not to contest the validity and binding legal effect of those communications.

5. Shopper registration. You agree to complete the initial registration process according to Conciant requirements, and to provide Conciant with accurate, complete and updated information as required for the initial registration process, including, but not limited to, your legal name, billing and delivery addresses, and telephone number. You must provide Conciant with an accurate and complete credit card number and expiration date at the time of submitting your purchase order. You represent and warrant to Conciant that your use of any credit card is authorized and legal.

6. Shopper information changes. It is your responsibility to promptly notify your bank of any changes to your billing information or loss, theft, or unauthorized use of your credit card number. You are responsible for updating your registration information, as applicable.

7. Delivery. A Conciant employee, agent, partner or representative shall deliver the Products to you at a single delivery location you designate that is within the delivery zone authorized by Conciant.

8. Substitution Policy. Although Conciant believes that the grocery store chosen by it in its sole discretion to fill all Product orders will have sufficient inventory to fill your orders, it is possible that certain Products may be unavailable, from time to time. In the event an item you have ordered is temporarily unavailable, Conciant will attempt to notify you and will fill the remainder of your order.

9. Product Information. Conciant is not responsible for any inaccuracy or misstatement of nutritional and other Product information. You should read the Product information upon delivery or contact the product manufacturer.

10. Disclaimer of warranty. Conciant’s personal grocery shopping services are provided on as "AS IS", "AS AVAILABLE" basis, and Conciant does not provide any assurances of the availability or usability by you of the personal grocery shopping services. Conciant makes no representations or warranties, whatsoever, as to the substance, or the accuracy or sufficiency thereof, of any Product information listed on any media. Conciant MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE PRODUCTS SOLD, THE ONLINE SHOPPING SERVICES, DELIVERIES, OR OTHERWISE.

11. Limitation of liability. Conciant shall not be liable to you for any interception of communications, software or hardware problems (including, without limitation, viruses, loss of data, or compatibility conflicts), unauthorized use of your credit card, or other consequence beyond the reasonable control of Conciant. Any liability of Conciant, its employees, affiliates, or agents, to you for damages, losses and causes of action, whether in contract, tort, or otherwise, either jointly or severally, shall be strictly limited to the aggregate dollar amount paid by you to Conciant in the twelve (12) months (or, if less, such shorter period of your use of the personal grocery shopping service) immediately prior to the claimed injury or damage.

12. Confidentiality. Conciant values you as a customer and your right to privacy. Except as may be otherwise required by law, Conciant (i) will exercise commercially reasonable efforts to ensure that your credit card information remains confidential and is available only to personnel who have a need to know such information in connection with providing you with Conciant personal grocery shopping services or otherwise for Conciant’s general business purposes and (ii) will not sell your name, address or similar personal information to third parties or permit the use of such information outside the scope of the Conciant personal grocery shopping service or Conciant general business purposes. Conciant may, and reserves the right to, use and disclose internally within Conciant and to Conciant agents, partners and representatives who have a business reason to know any aggregated information, including information you provide to Conciant, regarding Conciant customers and usage of the personal grocery shopping service, for any purpose.

13. Applicable law. These Terms and Conditions and the order form, collectively constituting the sole and entire agreement between Conciant and you regarding the personal grocery shopping services, are governed by laws of the State of California without regard to conflict of laws rules. The parties agree to jurisdiction and venue for any dispute hereunder solely in state court in the county of Los Angeles, California.

14. Changes to Terms and Conditions. Conciant reserves the right to, from time to time, with or without notice to you, in Conciant sole discretion, amend the Terms and Conditions for use and purchases regarding the personal grocery shopping services. Any amendments by Conciant will be effective only as to orders you place subsequent to Conciant revisions of these Terms and Conditions. It is your responsibility to review the Terms and Conditions prior to submitting each order and Conciant has no responsibility to notify you of any changes prior to effectiveness of the changes or otherwise.

15. Terms and Conditions Govern. These Terms and Conditions, as amended from time to time, shall be the sole terms of the agreement between you and Conciant regarding your online purchases. All statements otherwise made on the web site are intended only for your convenience and do not form and are not included in the terms for your purchase.

16. Taxes. If you become aware of any unpaid sales taxes or other amounts with respect to any purchases, you must expeditiously report this to Conciant and you must timely pay such taxes or amounts.

17. Conciant’s Right to Refuse Service. Conciant, in its sole discretion, reserves the right to refuse service to anyone, with or without cause or reason.

No Product Warranties

Products, merchandise and information available through Conciant are provided through third parties on an "as available" basis without warranties of any kind, either expressed or implied, including implied warranties of merchantability or fitness for a particular purpose. Conciant makes no warranty or guarantee in connection with acceptance by Conciant of your requests, including, without limitation, providing You with the lowest available price for goods and services, accurate content, information or advice, or merchandise provided through the Site and through Conciant’s Member benefits and services. Conciant Lifestyle Concierges' comments and recommendations presented on the Site, in person, in writing, by phone or any other method are based on research and opinions collected by Conciant Lifestyle Concierges, and are subject to change at any time. You hereby irrevocably agree that the use of Conciant Member benefits and services and the Site is at your sole risk.

Use of Name and Logo

Your use of Conciant's Lifestyle Concierge services constitutes your express irrevocable approval that Conciant may refer publicly to you as a partner, member or customer, and in connection therewith, Conciant shall have the absolute, irrevocable right to include your name and logo in its web site, customer lists and conventional marketing and public relations materials

Restrictions on Use/Copyright Notice

All pages within the Site are the property of Conciant and/or its affiliates. The Site is protected by federal and international copyright and trademark laws. No portion of the materials on these pages may be reprinted, republished, modified, or distributed in any form without the express written permission of Conciant. You may not, and these Terms and Conditions of Use do not give You permission to, reproduce, reverse engineer, de compile, disassemble, modify or create derivative works with respect to the Site.

Content may be licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or its content. Any rights not expressly granted by these Terms and Conditions of Use or any applicable end user license agreements are expressly reserved by Conciant.

Confidentiality Notice

No part of this publication may be reproduced in whole or in part by any means (including photocopying or storage in an information storage/retrieval system) or transmitted in any form or by any means without the prior written consent of Conciant.

Trademark Notice

Conciant Lifestyle Concierge™, Elements™, Urbanity™ and Boardroom™ are trademarks or registered trademarks of Conciant LLC. T. Rowe Price™ is a trademark of T. Rowe Price Group, Inc. Bellagio™ is a trademark of Bellagio Corporation. Reeses Pieces™ is a trademark of The Hershey Company. Absolut™ is a trademark of V&S Vin & Sprit Aktiebolag Corporation. Disney™ is a trademark of Disney Enterprises, Inc. Botox™ is a trademark of Allergan, Inc.

Termination of Use

Conciant reserves the right to restrict, suspend or terminate your access to all or part of Conciant’s Member benefits and services and the Site without notice, for conduct that Conciant suspects is unlawful or harmful to any third person or entity, for delinquent or non-payment of fees associated with Membership, Member benefits, goods and services and for any other breach by Member of these Terms and Conditions of Use Agreement.

Jurisdictional Statement

Conciant and Member hereby understand, acknowledge and agree that any and all disputes or claims arising from or relating to this Agreement, or either party's performance thereunder, shall be brought, filed and litigated in and only in a court of competent jurisdiction and venue over actions commenced within the State of California, County of Riverside. To the extent that the parties may presently or hereafter be entitled to challenge personal jurisdiction, the parties hereby waive their right to raise such defense and consent to the personal jurisdiction of such courts.

Attorneys Fees
Conciant and You acknowledge, understand and agree that the prevailing party in any action to enforce the terms and conditions of this Agreement shall be entitled to its reasonable attorneys’ fees and court costs.

Indemnification

You agree to indemnify, defend and hold Conciant harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of the Site; your decision to purchase products or services; the breach by You of any provision of these Terms and Conditions of Use and/or any intentional wrongdoing by You. Conciant will make every reasonable attempt to (a) promptly notify You in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperate with You in the defense or settlement thereof; and (c) allow You to control such defense or settlement provided that Conciant shall be entitled to participate in such defense at your sole cost and expense.

No Waiver

Conciant shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Conciant. No delay or omission on the part of Conciant in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

No Captions

The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of these Terms and Conditions of Use.

Entire Agreement

These Terms and Conditions of Use constitute the entire agreement between Conciant and You pertaining to the subject matter hereof. In its sole discretion, Conciant may modify these Terms and Conditions of Use and such modification shall be of full force and effect immediately upon the posting of any such revised version on the Site.