V-Club Terms and Conditions
V-CLUB Loyalty Program
Terms and Conditions (US)
 
Last Updated : June 25th 2025
Venchi US Inc., with registered offices in 1221 Brickell Avenue, Suite 1160 Miami, FL 33131, (hereinafter, “Venchi” or the “Promoter”), is organizing this program named “V-CLUB Loyalty Program” (hereinafter also the “US Program”), under these full Terms and Conditions (hereinafter the “Terms and Conditions”).
It is hereby specified that these Terms and Conditions apply to the US Program promoted by Venchi US Inc. in the United States of America, jointly with the initiative referred to as “V-CLUB” concerning the territory of Italy, United Kingdom and Europe (the “EMEA Program”), which is governed by the terms and conditions available at the following link: https://eu.venchi.com/vclub-terms-and-conditions.
Each user will have the opportunity to participate in either the EMEA Program or the US Program by registering for the respective initiative.
The US Program and the EMEA Program, are jointly referred to as the “Programs.”
1: PROGRAM DESCRIPTION
The US Program provides the Participants (as defined below) with access to benefits, special offers and dedicated promotions.
2: WEBSITE & PARTICIPATING STORES
The US Program is valid for all purchases made in the United States of America from https://us.venchi.com/, or in Europe from https://it.venchi.com/, https://eu.venchi.com/, https://uk.venchi.com/ (the “Website”) and/or any participating Venchi stores, located in the USA or Europe (the list of participating stores can be found at https://us.venchi.com/loyalty-stores) (hereinafter “Participating Venchi Store” or “Store”). The list of participating stores is subject to change during the US Program Period (as defined below). Amounts spent on purchases at stores that have not joined the US Program are not considered valid for the purposes of the US Program. Likewise, for any stores that stop participating in the US Program (as set out from time to time on the list at the link above), any amounts spent at those Stores after the date such store are no longer participating will not be considered valid for the purposes of the US Program.
(hereinafter, the “Territory”).
Users will have the opportunity to register for the US Program at any participating physical Venchi store located in the United States of America or through the US section of the Promoter’s e-commerce platform (https://us.venchi.com/).
Users may register for the EMEA Program at any participating physical Venchi store located in Europe, or through the Italy (https://it.venchi.com/), Europe (https://eu.venchi.com/), or United Kingdom (https://uk.venchi.com/) sections of the Promoter’s e-commerce platform.
It is further understood that users who register for the US Program, governed by these Terms and Conditions, may accumulate points, as described below, for purchases made at any participating physical Venchi store located within the Territory (i.e., Italy, Europe, United Kingdom, and United States of America) or through the aforementioned Promoter’s e-commerce platform (in the USA, Italy, Europe and United Kingdom sections). However, they will only be entitled to redeem the Benefits (as defined below) provided under the US Program, under the conditions set forth in these Terms and Conditions and, in particular, pursuant to Article 7 below.
3: ELIGIBILITY
The US Program is open to legal residents of the 50 United States and the District of Columbia aged 18 years old or over at the time of participation who make purchases as consumers (for reasons not associated with any business, commercial, artisanal or professional activity performed) and who register for the US Program during the US Program Period (hereinafter the “Participants”), as described in section 5 below.
Those who have a collaboration and/or employment relationship with the Promoter, and their family members, are also entitled to enter the US Program, provided they participate as “end consumers”, that is to say in relation to purchases they have made for personal reasons in their capacity as consumers.
Registration in the US Program must be made solely by the Participant: the benefits deriving from Registration are for personal use only and shall not be transferred to third parties.
Anyone registering in the US Program confirms that they meet such eligibility requirements.
4: PROGRAM PERIOD
The US Program resulting from the current extension will be operational and effective from 1st July 2025 12:00 a.m. Eastern Time ("ET") to 31st January 2026 at 11:59 p.m. ET, unless further extensions are duly communicated (the "US Program Period").
5: HOW TO PARTICIPATE
To participate in the US Program, the Participant must:
• visit the Website (in the US section – https://us.venchi.com/) and follow the instructions to register in the US Program and complete the US Program registration form with the required information. Registration on the Website (in the US section – https://us.venchi.com/) automatically entails registration in the US Program;
or
• visit a Participating Venchi Store in the United States of America and register directly instore. The full list of the Participating Venchi Stores is available at https://us.venchi.com/loyalty-stores and may be updated from time to time. Please note that enrolling in this way automatically enrolls the Participant on the Website.
In both cases, the Participant will receive a welcome email which will include the US Program loyalty card number associated with the email address used to register. In order to complete their registration (online or instore), Participants will be required to confirm that they have read the Venchi privacy policy, available on the Website, and that they accept these Terms and Conditions: both documents will be made available to be viewed before the registration process is completed. Where applicable, Participants may also express their consent (or lack of consent) for having their data processed for further purposes.
The Promoter reserves the right, at any time, to verify the validity of registrations and that they meet all the requirements set out in these Terms and Conditions, including the requirements in section 3: Eligibility.
Once the registration has been successfully completed and confirmed, the Participant may take advantage of the special benefits set out herein (hereinafter the “Benefits”).
During the US Program Period, Participants may also have the opportunity to take part in additional promotions organized by the Promoter: in such case, the applicable Terms and Conditions for such additional promotions will be made available on the Website.
By participating in this US Program, Participants agree to abide by and be bound by these Terms and Conditions.
Participants may request withdrawal from the US Program at any time by writing an e-mail to venchi-usa@venchi.com with "V-CLUB Loyalty" as the email subject and asking to be removed from the US Program; removal will entail automatic exclusion, with immediate effect, from this US Program and from any associated promotions, with no possibility to further access the Participant’s personal account or take advantage of any benefits still available in the US Program. Please note that requesting cancellation from the US Program in the manner indicated above, will only excluded the Participant from the US Program and not from the Website. In order to also unsubscribe from the Website, the Participants will need to cancel their e-commerce account.
In any event, a Recipient who has been removed from the US Program (following their request, as above), may re-enroll in the US Program at any time during the US Program Period by registering again and obtaining a new loyalty card: in this case, and upon confirmation of registration to the US Program, the Participant will re-start accumulating Points (as defined below) from zero and will be entitled to take advantage of any Benefits still available as of the new date of participation in the US Program, as a new Participant. Any Benefits and/or Points earned before the date of withdrawal may not in any manner be viewed and/or recovered.
Any termination of the relationship with the Promoter and/or intervening failure (or confirmation by the Promoter of the failure) to meet the participation requirements set out in these Terms and Conditions, will result in the Participant being automatically and immediately disqualified and excluded from any further initiatives related to this US Program, with no possibility to access the personal account dedicated to the US Program further or take advantage of any Benefits still available.
The Participant is responsible for ensuring that the email address provided during registration is valid and functioning for the entire duration of the US Program. It will not be possible to modify the email address associated with the registration.
6: LOYALTY LEVELS & HOW TO EARN POINTS
LOYALTY LEVELS
The US Program includes several levels (hereinafter the “Levels”), with corresponding Benefits, based on the degree of loyalty of the Participant as set out below.
Please note that the Levels indicated and described below apply exclusively to the US Program – for information regarding the levels and benefits available to participants in the EMEA Program, users are invited to consult the relevant terms and conditions available at the following link https://eu.venchi.com/vclub-terms-and-conditions .
The US Program provides four different Levels:
• V-Green - When registering in the US Program, each Participant will automatically acquire the V-Green level.
• V-Pink - When at least 400 Points (as defined below) are earned within consecutive 12 months*, the Participant will automatically upgrade to the V-Pink level and will be entitled to all Benefits associated with that level (as detailed in section 7 below).
• V-Red - Once 3,000 Points are earned within 12 consecutive months*, the Participant will automatically upgrade to the V-Red level and will be entitled to all Benefits associated to that level (as detailed in section 7 below).
• V-Gold - Lastly, once 10,000 Points are earned within 12 consecutive months*, the Participant will automatically upgrade to the V-Gold level and will be entitled to all Benefits associated to that level (as detailed in section 7 below).
Each level comes with dedicated Benefits that may vary by type, conditions, terms of validity, and terms of use.
Below is a summary of what is described above:
• V-Green Level: 0-399 Points
• V-Pink Level: 400-2,999 Points
• V-Red Level: 3,000-9,999 Points
• V-Gold Level: 10,000 Points or more
* The Points earned, starting from the date of registration in the US Program, are valid for 12 (twelve) months as of the date of the corresponding purchase. At the end of each 12-month period, the Points corresponding to each purchase made more than 12 months previously will expire, while the Points for any purchases made subsequently will be retained. Levels are also valid for 12 (twelve) months as of the date of the corresponding Level promotion. The Level will be calculated on the expiration date of the current Level. Level will be based on points earned during the 12 (twelve) months before the expiration date of the current Level.
For example: A Participant makes a purchase on June 25, 2024 (earning 450 Points) and another purchase on September 29, 2024 (earning 2,600 Points). At this point, the participant is in Level V-Red starting September 29, 2024. The Participant will remain Level V-Red until September 29, 2025, while 450 points will expire on June 26, 2025. On September 30, 2025, when the Level expires, the new Level will be calculated based on the previous 12 months’ purchases. Hence, if the Participant did not make any purchase in the 12 months prior to Level expiration, the Level will be downgraded to V-Green.
HOW TO EARN POINTS
Participants earn 10 “Points” per $1/1 €/1 £/ net spent in a qualifying purchase transaction in Stores (in the USA or in Europe) or on the Website (sections https://us.venchi.com/, https://it.venchi.com/, https://eu.venchi.com/, https://uk.venchi.com/). Points will be earned for net sales only, not including taxes, gratuity, service fees or any discounts applied, and excluding decimals. Purchase transactions involving account adjustment transactions/returns, declined credit or debit transactions are not eligible for Points.
Points will not be earned on gift card purchases. However, Points can be earned for any payments made using gift cards, in accordance with these Terms and Conditions.
In addition, no Points will be earned on any shipping expenses relating to the purchase made.
When making a purchase in participating Venchi Store in the USA or in Europe, Points are immediately earned and associated with the Participant’s loyalty card number (without prejudice to technical updates). For online purchases – in the sections https://us.venchi.com/, https://it.venchi.com/, https://eu.venchi.com/, https://uk.venchi.com/ – Points will be earned and associated with the Participant’s loyalty card number when the order is fulfilled. All Points earned across all purchasing channels will be combined into a single Points balance.
For Points to be accrued, Participants must show their loyalty card during check-out at Stores or log in to their account when purchasing products on the Website. If Participants do not log into the Website or show their loyalty card at Stores when they make a purchase, they will not earn Points and they will not be entitled to claim such Points later.
7: BENEFITS
Every Participant, based on their level of loyalty, will be entitled to the Benefits established for their Level, during the US Program Period and according to what is set out below.
It is the responsibility of the Participants to check the conditions, the terms of use and the terms of validity applicable to any Benefits.
Benefits cannot be replaced, are not convertible into cash and may not be transferred or sold in any manner whatsoever. The Points earned apply only to purchases made by the Participant, and the Benefits may be collected only by the Participant, exclusively using the email address used to register in the US Program and/or the associated loyalty card. In any case, it will not be possible to transfer Points or Benefits between accounts, even if they are held by the same Participant. Note, Participants are not allowed to hold more than one account in the US Program at a time.
All the Benefits indicated below, where applicable in accordance with the US Program, may be requested – and therefore redeemed – by the Participant only within the scope of the US Program and, therefore, through the US section of the Website and/or at participating Venchi US Store located in the USA. Consequently, the Participant shall not be entitled to request such Benefits at Venchi physical stores located in Europe or through the Italy, Europe, and United Kingdom section of the Website.
% DISCOUNT BENEFITS
All Participants will be entitled to a percentage discount on all their Venchi product purchases (without prejudice to what is set out below) and on purchases of exclusive sales offers during the US Program Period, made in the participating Stores in the USA or in the US section of the Website (https://us.venchi.com/).
The percentage of the discount will be different depending on each Participant’s Level:
• V-Pink Level: 5% discount
• V- Red Level: 10% discount
• V-Gold Level: 15% discount
To receive the discount associated with their Level, Participants must show their loyalty card at checkout (for Store purchases made instore, provided that such Store is located in the USA) and/or log-in with their credentials for purchases made on the e-commerce Website, in the US section (https://us.venchi.com/).
The applicable discount will be automatically applied at checkout. The discount is not valid for gift card purchases and will not be applied on shipping expenses (in case of online purchases). The discount cannot be used in combination with other promotions, unless expressly indicated.
V-GOLD LEVEL FREE SHIPPING BENEFITS
In addition, Participants belonging to the V-Gold Level will receive free ground shipping for all purchases made on the US section (https://us.venchi.com/) of the Website over $40, before taxes and net of any applicable discount or promotion, during the US Program Period. Free ground shipping will be offered for any qualifying purchase transaction over $40 made on the US section (https://us.venchi.com/) of the Website during the US Program Period.
SPECIAL OCCASION BENEFITS
Participants may also be rewarded with additional one-off Benefits during the US Program Period, irrespective of their Level, including on special occasions and/or dates (e.g., customer birthday, Christmas, Easter, etc.) at the exclusive discretion of the Promoter.
BIRTHDAY BENEFITS:
In celebration of their birthdays, all Participants – according to their Level/Tier - will be entitled to receive:
• A “Birthday Discount” of variable amount which may be redeemed on a single purchase transaction on https://us.venchi.com or in a participating US Store. Only one discount can be redeemed per person/Participant. The discount cannot be combined with other promotions and discounts, unless explicitly stated.
The Birthday Discount will be delivered to qualifying participants via e-mail at the beginning of the month of the Participants’ birthday and will be valid until the end of the same month. For example: a Participant having their birthday on October 25th will receive the e-mail at the beginning of October and both the Discount and the Coupon will be redeemable until October 31st of the same year.
Please note that only Participants who have duly registered a valid date of birth are eligible for the birthday benefits set out above: such information must be provided/registered before the end of the calendar month preceding a Participants’ birthday. Failure to do so will result in the Participant being excluded from receiving these birthday benefits.
8: GIFTS AND PROMOTIONAL ACTIVITIES IN SUPPORT OF THE US PROGRAM
In addition to the Benefits and rewards laid out in the paragraphs above, the Promoter may also offer Participants additional gifts and/or organize further activities and promotions such as, for example, dedicated offers and promotions, unexpected delights, sweepstakes and contests, etc.
Eligible consumers will be duly informed of any additional opportunity through any communication/advertising channels deemed appropriated by the Promoter. Separate terms may apply.
9: ADVERTISING
The US Program will be advertised via email, through social media, at participating Venchi US Stores and on the Website and other means that the Promoter shall deem useful to spread knowledge of the US Program. The advertising messages will be consistent with these Terms and Conditions.
10: PRIVACY
10.1 The Venchi Group companies listed below process your personal data, depending on the specific purposes set forth in this Privacy Notice, either autonomously or jointly pursuant to Regulation (EU) 2016/679 (“GDPR”):
A. Venchi S.p.A., with its registered office in via Monti 8, Milan, Italy, VAT no. 05744670968 (hereinafter “Venchi IT”);
And
B. Venchi US Inc., with its registered office at 16 W 36th St. New York, NY 10018, (hereinafter “Venchi US”);
collectively, the “Parties.”
In the context of the US and EMEA Programs, the Parties may process Participants’ personal data both as independent Controllers and as joint Controllers.
A) Processing as Independent Controllers
10.2 Venchi US — and, mutatis mutandis, Venchi IT with respect to the EMEA Program — acts as Controller of the personal data required to enroll in the US Program, including email address, preferred language, telephone number and identification data (first and last name). The provision of such data is optional but essential to participate in the US Program. Failure to provide this data will preclude registration in the US Program and, consequently, participation therein.
Provision of additional personal data — such as date of birth and postal code — is optional, even for participation in the US Program, and may be used, if provided by the Participant, to (i) enable the Controller, at its discretion, to grant the Participant additional Benefits regardless of loyalty Level on special occasions (e.g., Customer’s birthday, Christmas, Easter, etc.) or proximity events.
10.3 Venchi US informs that the personal data voluntarily provided by Participants will be used, including through IT tools, exclusively for the following purposes:
enabling participation in the US Program;
sending communications related thereto;
allowing receipt of any Benefits provided by the US Program.
Upon termination of participation in the US Program, the Participant will no longer receive communications related thereto. For the above purposes, Venchi US may disclose and allow the processing of personal data by its employees and/or third parties duly appointed as Authorized Persons or Data Processors.
The legal basis for processing is the performance of a contract pursuant to Art. 6(1)(b) GDPR.
10.4 The Parties permit Participants to accumulate points under each Program even within the territory of the other Program (e.g., EU residents may earn points for purchases made in the US, and vice versa). The joint Controllers will share among themselves purchase and points accumulation data, in accordance with the money to points conversion table set forth in these Terms and Conditions (collectively, the “Processing Activities”).
10.5 For this purpose, Venchi IT has been expressly appointed as Data Processor solely with respect to the Processing Activities. The Data Processor is located in the EU. Although points are earned at a EU-based store, the Personal Data used in this context is initially collected and stored within the USA by Venchi US. Consequently, Venchi IT’s access to such Personal Data in the EU, for the purpose of managing points accumulation — under the conversion criteria established by these Terms and Conditions — constitutes a transfer of Personal Data within the EEA.
10.6 Such data transfer takes place pursuant to the Standard Contractual Clauses (controller to processor version) adopted under Art. 46 GDPR, annexed to the data processor appointment agreement, together with any additional safeguards set out therein or subsequently communicated by Venchi US.
10.7 Accordingly, Venchi IT acts as the data importer, while Venchi US acts as the data exporter. Pursuant to Clause 14 of the SCCs, Venchi US and Venchi IT confirm they have conducted a specific assessment regarding the transfer, aimed at analyzing the risks linked to cross border data transfer.
10.8 Processing will not exceed the duration necessary for the purposes for which the data were collected. In particular, data will be retained for the duration of the US Program and, after its termination, for the ordinary statutory retention period of 10 years.
10.9 By joining, Participants may opt in or out of consenting to the processing of their data for additional purposes, such as marketing and/or profiling; the legal basis for such processing is consent, pursuant to Art. 6(1)(a) GDPR. Such consent is optional, and Participants may join the US Program even without providing it —and may withdraw it at any time thereafter. If such consent is not given or is withdrawn, Participants will continue to receive only emails pertaining to the US Program and Benefits as part of US Program participation.
B) Processing as Joint Controllers
10.10 The Parties act as joint Controllers under a specific Joint Controllership Agreement pursuant to Art. 26 GDPR, which governs the joint processing of data collected in connection with their Program related activities. Specifically, such activities involve the creation of a shared CRM database containing personal data of individuals participating in the Programs (or, as indicated in the Notice, who are subscribed to the newsletter or have created an account on either Party’s website), which may be accessed and managed by each Party. These activities aim to analyze Participants’ information in relation to their participation in the respective Programs, in order to provide targeted promotions and benefits, enhance Program management, facilitate customer interactions, and optimize the overall Participant experience.
10.11 The legal basis for this processing is the Parties’ legitimate interest in creating a shared CRM database, allowing each Party to analyze user information to optimize the Programs, offer personalized Benefits, and improve the overall experience. This legitimate interest does not prejudice the rights and freedoms of data subjects, as it aligns with their reasonable expectations to benefit from a tailored and optimized Program experience.
10.12 For the aforementioned purpose, the Parties have jointly determined, within the specific agreement, the modalities of processing and have clearly and transparently defined procedures to provide data subjects with a timely response should they wish to exercise their rights under Arts. 15–18, 21 GDPR, as well as data portability rights pursuant to Art. 20.
10.13 The Parties may share and transfer Participants’ personal data between the EU and the US. In this context, each Party may act as both data exporter and importer, ensuring an adequate level of protection in compliance with Art. 45 GDPR. Such data transfers will be governed by the Standard Contractual Clauses (SCCs), controller to controller module (Module 1), approved by Commission Decision (EU) 2021/914 of 4 June 2021. In compliance with Clause 14 of the SCCs, a data protection impact assessment (the “Loyalty DPIA”) has been carried out to analyze the risks of cross border data transfers and implement necessary security measures. Each Party undertakes to ensure compliance with applicable data protection laws in its jurisdiction and to cooperate with Authorities and data subjects in response to any data transfer related requests. Should regulatory changes invalidate the SCCs or affect the legal basis for transfers, the Parties shall promptly adopt alternative safeguards to ensure GDPR compliance and minimize impacts on the Programs.
10.14 For the exercise of rights under Art. 15 et seq. GDPR, in particular:
• the right of access—requesting information about data processing and receiving a copy of the processed data;
• the right to rectification — verifying and requesting correction or updating of data;
• the right to erasure — requesting deletion of data under certain conditions;
• the right to restriction — requesting restriction of data processing under certain conditions;
• the right to withdraw consent — in all cases where processing is based on consent, noting that withdrawal will not affect the lawfulness of processing conducted prior to withdrawal;
May be exercised by sending a request to the dedicated email address venchi-usa@venchi.com
10.15 Should the data subject’s rights be violated by the Controller or a third party, the data subject, without prejudice to any other administrative or judicial remedy, has the right to lodge a complaint with Italy’s Data Protection Authority (Garante per la Protezione dei Dati Personali) or any other competent supervisory authority, in accordance with the procedures set out on the Authority’s website.
The personal data will be processed by specifically trained employees of the Parties, as well as by third party suppliers and Group companies or service providers acting as Data Processors, who will process the data in accordance with the purpose for which they were collected.
11: ADDITIONAL TERMS
Registration instructions are deemed to form part of these Terms and Conditions and by participating, all Participants will be deemed to have accepted and be bound by these Terms and Conditions.
During the US Program Period, the Promoter, without prejudice to the rights acquired by Participants, reserves the right, at its sole and absolute discretion, to modify, suspend, replace, and/or terminate, for any reason: 1) the US Program, 2) these Terms and Conditions, 3) the criteria and requirements for the assignment of Levels and for accessing the Benefits, and 4) the Benefits, special offers and promotions offered in this US Program. Participants will be provided with due notice of such modifications by means of publication on the Website and/or via email and, in addition, with any other method of communication deemed appropriate by the Promoter, prior to the effective date of such modifications, which will be made to the Terms and Conditions. Any changes will be effective as of the date indicated in the related communications. By continuing to use the US Program after such modifications have been announced and become effective, the Participant agrees to accept the new modified Terms and Conditions by default. A current version of these Terms and Conditions will be available at any time on the Website at https://us.venchi.com/vclub-terms-and-conditions. The current list of the available Benefits and promotions will also be available on the Website.
It is responsibility of the Participant to provide correct, valid and up-to-date details when registering, entering and participating in the US Program, otherwise participation may not be guaranteed, and the Benefits will not be provided.
Each Participant may have only one active registration within the US Program Period. A single user account registered for the US Program may be associated with only one Participant and only one email address.
In case of dispute regarding the identity of a Participant, the account holder of the e-mail address submitted at time of registration will be considered the Participant.
Multiple, false, fictitious, or third-party registrations will not be accepted: the Promoter reserves the right to disqualify any Participant who breaches these Terms and Conditions or the US Program. Points obtained in a fraudulent manner or in violation of these Terms and Conditions will be cancelled.
The Participant’s Point balance will be recalculated and reduced in case the Participant returns one or more products.
The Promoter will not be held liable to any individual for any event beyond its control including, but not limited to technical malfunctions, any problems associated with internet or communication networks, user error and any network, computer, hardware, or software failures of any kind which may restrict, delay, or prevent a Participant’s entry or participation in this US Program.
The Promoter reserves the right to verify the validity of entries and reserves the right to disqualify any Participant for tampering with the registration or entry process, for submitting an entry or taking any action which is not in accordance with these Terms and Conditions, if the Participant is engaged in any unlawful or other improper misconduct, or for taking any action which jeopardizes the fair and proper conduct of the US Program.
Benefits may be provided by third parties. The Promoter shall not be liable for any complaints or disputes related to the use of the Benefit that may arise between Participant and the third-party supplier of the Benefit.
Participants’ total Point balance will be available on each purchase receipt (in case of Store purchases) as well as on each order confirmation (in case of purchases made on the Website). Participants may also check their total Point balance at any time either by logging in on the Website or by entering their loyalty card number in the section dedicated to the V-CLUB Loyalty Program on the Website.
Participants requiring assistance to register in the US Program and/or the Benefits may contact Venchi Customer Service using the “contact us” form available on the Website or by sending an email to venchi-usa@venchi.com with "V-CLUB Loyalty" as the email subject. In any request sent, Participants must indicate their name, the point of sale where the purchase was made, the email address associated with the US Program, the loyalty card number, the date of the activity referred to, and the problem(s) encountered.
This US Program is subject to all applicable laws and regulations.
12: DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
The Participant agrees that use of, and participation in, the US Program is at his/her sole risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENCHI OR ITS SUPPLIERS OR VENDORS OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, LICENSORS OR PARTNERS (COLLECTIVELY, "VENCHI PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION OR OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION OR PERFORMANCE OF THE US PROGRAM, OR WITH INABILITY TO PROVIDE OR USE ANY BENEFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The US Program and all services and Benefits offered therein are provided on a strictly "as is" and "as available" basis. VENCHI MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES OR REWARDS OBTAINED THROUGH THE US PROGRAM. VENCHI MAKES NO WARRANTY THAT THE US PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES VENCHI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE US PROGRAM.
13: INDEMNIFICATION
The Participant hereby agrees to indemnify, defend, and hold the Venchi Parties harmless from any liability, loss, claim and expense (including reasonable attorneys' fees) related to or arising out of his/her violation of these Terms and Conditions.
14: GOVERNING LAW
These Terms and Conditions, all transactions related to the US Program and all related matters, regardless of Participant’s location, are governed and construed solely in accordance with the laws of New York, excluding any rules of private international law or conflict of laws that would lead to application of other laws. Venchi’s failure to insist upon strict performance of any of these Terms and Conditions shall not be construed as a waiver of any provision or right. If any part of these Terms and Conditions is ruled to be unenforceable, such part shall be severed, with the remainder of the Terms and Conditions remaining in full force and effect.
15: DISPUTE RESOLUTION
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN PARTICIPANT AND VENCHI (OR ITS SUPPLIERS OR VENDORS), WHETHER THE DISPUTE IS BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED IN FINAL, BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN COURT BY A JUDGE OR A JURY. PARTICIPANT AGREES THAT VENCHI AND PARTICIPANT EACH WAIVE THE RIGHT TO TRIAL BY A JURY AND THAT THE FEDERAL ARBITRATION ACT ("FAA") AND FEDERAL ARBITRATION LAW, NOT STATE LAW, GOVERNS THE ENFORCEABILITY OF THIS DISPUTE RESOLUTION PROVISION. PARTICIPANT ALSO AGREES THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND PARTICIPANT AGREES TO GIVE UP THE ABILITY TO BRING OR PARTICIPATE IN A CLASS ACTION.
FOR ANY AND ALL DISPUTES OR CLAIMS PARTICIPANT HAS, PARTICIPANT MUST FIRST GIVE VENCHI AN OPPORTUNITY TO RESOLVE PARTICIPANT’S CLAIM BY SENDING A WRITTEN DESCRIPTION OF PARTICIPANT’S CLAIM TO A VENCHI AT venchi-usa@venchi.com.
Participant and Venchi each agree to negotiate Participant’s claim in good faith. Participant agrees that Participant may not commence any arbitration or court proceeding unless Participant and Venchi are unable to resolve the claim within 60 days after Venchi receives Participant claim description and Participant has made a good faith effort to resolve Participant’s claim directly with Venchi during that time. If Venchi is unable to resolve Participant’s claim within 60 days despite those good faith efforts, then either Participant or Venchi may start arbitration or small claims court proceedings.
Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended by these Terms and Conditions. Venchi will pay or reimburse arbitration filing, administration and arbitrator fees. The arbitrator may award any individual relief a court of law could, including temporary, interim or permanent injunctive relief on an individual basis.
If a court or arbitrator finds in any action between Participant and Venchi that any part of this arbitration agreement and class action waiver is unenforceable with respect to any claim, then the arbitration agreement and class action waiver will not apply to that claim, but they will still apply to any and all other claims that Participant or Venchi may assert in that or any other action. If any other provision of this Dispute Resolution provision is found unenforceable, the other parts of it shall continue to apply. Participant reserves his/her ability to bring claims in small claims court to the extent of that court's jurisdiction. These Terms and Conditions, all transactions related to the US Program, and all related matters are governed by the Federal Arbitration Act, applicable federal law, and the laws of New York, without regard to any conflict of laws rules.