TERMS OF PARTICIPATION

Please READ carefully. By purchasing or enrolling in this membership, 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 and/or enrolling in the membership, You acknowledge that You have read, understood, and agreed to be bound by these Terms of Participation.

PROGRAM DESCRIPTION - FASHION STARTUP CLUB

Shop Virtue and Vice Consulting, LLC agrees to provide access to the Fashion Startup Club (the “Program”), as identified in the online shopping cart and/or membership portal at the time of enrollment.

The Fashion Startup Club is an ongoing, monthly membership program designed for interaction and community, providing Members with access to live Zoom calls, call recordings, and a private group chat.

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 Fashion Startup Club membership itself, and for as long as Client’s membership remains active and in good standing, the Company shall provide:

1. Live Zoom Calls

•       Live group Zoom calls held on an ongoing weekly basis during active membership

•       The Company reserves the right to reschedule, modify, or adjust the frequency of live calls as needed

2. Call Recordings

•       Recordings of live Zoom calls, where available, will be made accessible to active Members for replay for 1 month

3. Private Group Chat

•       Access to a private group chat for interaction and community with other active Members

•       The Company reserves the right to moderate, restrict, or remove access to the group chat at its sole discretion

Live Zoom calls, call recordings, and the private group chat are the full extent of what is included in the Fashion Startup Club membership itself. All other benefits described below are separate, complimentary perks made available only while a Member’s account remains active and current on payment.

COMPLIMENTARY PERKS WHILE ENROLLED

In addition to the Fashion Startup Club membership itself, and solely as a complimentary perk of active, paid enrollment, the Company will also make the following available to Members at no additional charge. These perks are not part of the Fashion Startup Club membership itself, are not guaranteed to continue in their current form, and are lost immediately and in full the moment a Member’s membership ends for any reason (whether by cancellation, non-payment, or termination) - see the Effect of Cancellation or Termination section below.

1. GARMENTio Program Access (Complimentary)

•       While actively enrolled and current on payment, Members receive complimentary access to the GARMENTio program ($2,800 vaue), including its written prompts, educational materials, and custom AI tool (GPT)

•       A custom supplier list may also be made available as part of GARMENTio access, but will not be delivered until payment for the Member’s third (3rd) consecutive month of Fashion Startup Club membership has been successfully completed, and only upon Member’s timely completion and submission of all required forms, documentation, and requested information

•       Failure to provide complete or accurate information, or cancellation prior to completing three months of paid membership, may delay or prevent delivery of the supplier list, without refund

•       GARMENTio access, including the custom GPT tool, is provided solely as a benefit of active membership; it is not owned by or transferred to the Member, and all access ends immediately when the Fashion Startup Club membership ends

2. Monthly Challenges (Complimentary)

•       The Company’s monthly challenges are ordinarily sold separately for $1,000.00 each

•       While actively enrolled and current on payment, Members receive access to the monthly challenges at no additional charge, as a complimentary perk of membership

•       This complimentary access does not create any ownership or ongoing right to the monthly challenges beyond the period of active, paid membership

PROGRAM EXCLUSIONS

The Program does not include:

•       Private consulting or 1:1 coaching

•       Done-for-you services

•       Guaranteed outcomes, suppliers, pricing, or production results

•       Legal, financial, or investment advice

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 network

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

MEMBERSHIP FEES AND BILLING

In consideration for access to the Program, You agree to pay a recurring membership fee of $300.00 per month (the “Membership Fee”).

The Membership Fee will be automatically charged to the payment method on file every 30 days (or on the same calendar day each month, as applicable) until the membership is cancelled in accordance with the Cancellation section below.

All fees are due on the applicable monthly billing date. Failure to make timely payments may result in suspension or termination of access without refund.

MINIMUM COMMITMENT AND CANCELLATION

Membership in the Fashion Startup Club requires a minimum commitment of three (3) consecutive monthly payments.

Members may cancel their membership at any time after the first three (3) monthly payments have been successfully completed. Cancellation requests submitted during the first three months will not take effect until the three-month minimum commitment has been satisfied.

To cancel, Members must submit a cancellation request through the method designated by the Company (e.g., membership portal, email, or other written notice) at least twenty-four (24) hours before the Member’s next scheduled monthly billing/charge date.

If a cancellation request is received less than twenty-four (24) hours before the next scheduled charge, that charge will still be processed, the Member will receive that final month of access, and the cancellation will take effect at the end of that billing cycle.

ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE. No partial-month, prorated, or full refunds will be issued for any reason, including but not limited to early cancellation, non-use of the Program, or dissatisfaction with results.

NO REFUNDS / NO EXCHANGES

ALL SALES ARE FINAL. There are no refunds, exchanges, or credits under any circumstances, whether the membership is active, cancelled, or terminated. Once access to a given monthly billing period is granted, that period’s service is considered delivered.

This no-refund policy applies to each monthly payment individually and does not affect a Member’s ability to cancel future billing in accordance with the Minimum Commitment and Cancellation section above, provided the required 24-hour advance notice is given.

EFFECT OF CANCELLATION OR TERMINATION

Upon cancellation by the Member, or termination by the Company, Client’s access to the Program will end at the conclusion of the final paid billing cycle (in the case of cancellation) or immediately (in the case of termination for cause).

Upon cancellation or termination, Client immediately and completely loses all access to any complimentary perks tied to active membership, including but not limited to the GARMENTio program (and its custom AI tool) and the monthly challenges. This loss of access is immediate and applies even if the Member had previously been granted access during active membership. Former Members are not entitled to regain access to such perks unless and until they re-enroll in an active, paid Fashion Startup Club membership.

AUTHORIZATION & PAYMENT CONSENT

By completing enrollment, Client:

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

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

•       Acknowledges that the transaction is for a recurring digital educational membership and associated custom digital assets

Client agrees that this Agreement, purchase and billing confirmations, access logs, IP logs, and delivery records may be submitted as evidence to payment processors, banks, and card networks to contest disputes, including disputes over charges made during an active, non-cancelled membership.

INTELLECTUAL PROPERTY

All Program materials, including prompts, frameworks, recordings, templates, and educational content, are the exclusive intellectual property of the Company and are protected by copyright and trademark laws.

Members are granted a limited, non-exclusive, non-transferable, revocable license to use Program materials for personal business use only, for as long as their membership remains active (except as otherwise expressly stated, such as the custom GPT tool described above).

Members may not:

•       Share, resell, sublicense, or distribute Program content

•       Reproduce or modify materials for commercial redistribution

•       Use content to train competing AI systems

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

CONFIDENTIALITY

Members agree to maintain the confidentiality of:

•       Program content

•       Other participants’ information

•       Proprietary methods, supplier data, and resources

TERMINATION BY COMPANY

The Company reserves the right to terminate Member access at its sole discretion, without refund, if the Member:

•       Violates these Terms

•       Disrupts the Program or other participants

•       Engages in misuse of materials or intellectual property

•       Fails to make timely payment of the Membership Fee

Termination does not relieve Client of payment obligations already accrued as of the date of termination.

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 Program.

Client’s sole remedy is to discontinue participation and cancel the membership in accordance with the terms above.

MODIFICATION

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

FINAL ACKNOWLEDGMENT

By enrolling in the Fashion Startup Club, You acknowledge that:

•       You understand the monthly membership structure and three-month minimum commitment

•       You accept that all payments are final and non-refundable

•       You must provide at least 24 hours’ notice before your next billing date to cancel and avoid the next charge

•       You understand the supplier list is not delivered until the third month’s payment is completed

•       You understand that the Fashion Startup Club membership itself consists only of live Zoom calls, recordings, and the private group chat

•       You understand that GARMENTio access and the monthly challenges are complimentary perks of active membership only, and that cancelling or losing your membership ends all access to them immediately

•       You are responsible for your own outcomes

•       You agree to arbitration in New York

 

Last Updated: July 23, 2026