TERMS OF PARTICIPATION

Please READ carefully. By purchasing this product, these Terms and Conditions are entered into by Shop Virtue and Vice Consulting, LLC (“Company,” “we,” or “us”) and You (“Client,” “You”). Company and Client may be referred to individually as a “Party” and collectively as the “Parties.”

By completing your purchase, You acknowledge that You have read, understood, and agreed to be bound by these Terms of Participation.

PROGRAM DESCRIPTION — FASHION STARTUP MEMBERSHIP

Shop Virtue and Vice Consulting, LLC agrees to provide access to the Fashion Startup Club Monthly Membership (the “Membership”), as identified in the online shopping cart at the time of purchase.

The Membership is a recurring monthly educational community designed to support fashion founders through live coaching, group discussion, structured guidance, and access to GARMENTio while actively enrolled.

As a condition of participation, You agree to abide by all policies and procedures set forth in this Agreement, including those incorporated by reference.

WHAT IS INCLUDED

As part of the Membership, the Company shall provide:

1. Monthly Live Zoom Calls

• Four (4) live group Zoom calls per calendar month

• Calls may include strategy sessions, Q&A, hot seats, trainings, or implementation support

• Calls may be recorded and made available for replay at the Company’s discretion

• The Company reserves the right to reschedule, combine, substitute, or modify calls as needed

No minimum number of calls beyond four per calendar month is guaranteed.

2. Private Membership Forum

• Access to a private, members-only online community

• Peer discussion, accountability, and Company moderation

• The Company reserves the right to remove posts or members who violate community standards

Forum access is contingent upon active membership and payment status.

3. Access to GARMENTio

• Active Members receive access to the GARMENTio Program for the duration of their Membership

• Access to GARMENTio is licensed, not transferred

• If Membership is canceled or payments fail, access to GARMENTio will be revoked

Access is tied strictly to active enrollment status.

4. Custom Supplier List (Unlocked After 3 Months)

• Members become eligible for a custom supplier list after completing three (3) consecutive paid months in the Membership

• Eligibility requires active participation and submission of all required intake forms and documentation

• Supplier list delivery is conditional upon complete, accurate, and timely information provided by Client

• Failure to provide necessary documentation may delay or prevent delivery, without refund

The Company does not guarantee supplier pricing, production outcomes, or supplier acceptance.

PROGRAM EXCLUSIONS

The Membership does not include:

• Private 1:1 consulting unless separately purchased

• Done-for-you sourcing services

• Guaranteed sales, factory placement, production approval, or profitability

• Legal, financial, or tax advice

• Investment advisory services

DISCLAIMER

Client understands that Melanie DiSalvo and Shop Virtue and Vice Consulting, LLC are not employees, agents, lawyers, doctors, therapists, accountants, financial advisors, or business managers.

The Company does not promise to:

• Procure sales, suppliers, factories, or business opportunities

• Manage Client’s business operations

• Provide legal, tax, or financial advice

• Act as a publicist or PR representative

• Introduce Client to the Company’s full supplier or professional network

The Membership is educational only. Results depend entirely on Client effort, experience, implementation, and external market factors.

MEMBERSHIP FEES & BILLING

In consideration for access to the Membership, You agree to pay the recurring monthly fee displayed at checkout.

• Membership operates on a recurring monthly subscription basis

• Payments are automatically charged each billing cycle

• You may cancel at any time before your next billing date to avoid future charges

• Failure to make timely payments may result in immediate suspension or termination of access without refund

No prorated refunds will be issued for partial months.

NO REFUNDS / NO EXCHANGES

ALL SALES ARE FINAL.

Because access to digital content, live calls, community resources, and GARMENTio is provided immediately upon enrollment, no refunds will be issued under any circumstances.

AUTHORIZATION & PAYMENT CONSENT

By completing the purchase, Client:

• Authorizes Shop Virtue and Vice Consulting, LLC to charge the payment method provided on a recurring basis

• Confirms that Client is the authorized cardholder or has permission to use the payment method

• Acknowledges that the transaction is for digital educational services and community access

Client agrees that this Agreement, purchase confirmation, access logs, IP logs, forum activity, and delivery records may be submitted as evidence to payment processors, banks, and card networks to contest disputes or chargebacks.

INTELLECTUAL PROPERTY

All Membership materials, including trainings, prompts, frameworks, recordings, templates, forum posts, supplier resources, and GARMENTio content, are the exclusive intellectual property of the Company and are protected by copyright and trademark laws.

Clients are granted a limited, non-exclusive, non-transferable, revocable license to use materials for personal business use only.

Clients may not:

• Share, resell, sublicense, or distribute Membership content

• Reproduce or modify materials for commercial redistribution

• Share call recordings

• Use content to train competing AI systems

Violation of this section will result in immediate termination of access without refund.

CONFIDENTIALITY

Clients agree to maintain the confidentiality of:

• Program content

• Supplier lists and sourcing data

• Other members’ business information

• Proprietary methods and frameworks

Sharing of supplier lists outside the Membership is strictly prohibited.

TERMINATION

The Company reserves the right to terminate Client access at its sole discretion if the Client:

• Violates these Terms

• Fails to make payments

• Disrupts the Membership or other participants

• Engages in harassment, defamation, or misuse of intellectual property

• Shares confidential supplier data

Termination does not relieve Client of outstanding payment obligations.

DISPUTE RESOLUTION & ARBITRATION

Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in the State of New York, in accordance with the rules of the American Arbitration Association.

The Parties waive the right to trial by jury.

New York law shall govern this Agreement.

LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of participation in the Membership.

Client’s sole remedy is to discontinue participation.

MODIFICATION

The Company may update these Terms at any time. Updated Terms will be posted on the Company website and will apply prospectively.

FINAL ACKNOWLEDGMENT

By purchasing the Fashion Startup Membership, You acknowledge that:

• You understand this is a recurring monthly subscription

• Access to GARMENTio is conditional upon active membership

• The supplier list is unlocked only after three consecutive paid months

• You accept the no-refund policy

• You are responsible for your own business outcomes

• You agree to arbitration in New York

Last Updated: [March 3, 2026]