Terms of Use

Vendor Wizard, LLC, ("Vendor Wizard"), through its website, provides its vendor management service ("Service"), as described below, to you subject to the following terms ("Terms of Use"). All rules and guidelines posted anywhere on our site (the "Site"), including all terms of the Privacy Policy and Legal Disclaimers, are included in the Terms of Use and are hereby incorporated by reference into the Terms of Use. These Terms of Use will govern in the event of any conflict with other portions of the Site.

In connection with the use of the Service you shall abide by all applicable federal, state or local laws, including those pertaining to such areas as libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, tort, obscenity, indecency, and copyright or trademark infringement.

Use or evaluation of the Service indicates your acceptance of these Terms and Use. If you do not accept these Terms and Use, or have questions concerning these Terms and Use, do not use the Service and contact us at usersupport@vendorwizard.com. We may modify the Terms of Use at any time by posting the change on the Site. Except as otherwise expressly provided herein, all such modifications are effective when initially posted. If you do not agree to the modification, you may terminate your participation by sending us an e-mail prior to your next use. If you use our Site after a modification is posted, then you agree to that modification.

1. REGISTRATION, USE, PASSWORD AND SECURITY

2. CONFIDENTIAL INFORMATION AND PRIVACY

You agree not to disclose other Users' confidential information. In addition, you agree not to disclose Vendor Wizard confidential information, such as user name, or password. You agree not to invade another User's privacy. This includes, but is not limited to, the breach or attempted breach of the security of another User's computer, software or data without the knowledge and express consent of such User. Use or distribution of tools designed for compromising privacy or security is strictly prohibited. Vendor Wizard's use of information set forth on the Site will be made in accordance with the then current Vendor Wizard Privacy Policy.

3. YOUR CONTENT

4. VENDOR WIZARD PRIVACY POLICY

User Information and certain other information about you is subject to our Privacy Policy. For more information, please see our full privacy policy at:

5. USER CONDUCT

6. DISCLAIMERS AND LIMITATION OF LIABILITY

VENDORWIZARD.COM IS ONLY A VENUE. Vendor Wizard does not create the content of any information that is shared or review such content or in any way endorse, warrant, or guarantee its quality, accuracy, or legality. Vendor Wizard does not determine or endorse the quality or legality of the content provided.

7. INDEMNITY

You agree to indemnify and hold Vendor Wizard, and its subsidiaries, affiliates, officers, agents, employees or partners, harmless from any claim, demand, loss, costs, liability or expense, including reasonable attorneys' fees, related to any claim or demand made by any third party arising out of or related to (a) Content you submit, post to or transmit through the Service, (b) any transaction or dispute between you and any third party, including, without limitation, any dispute arising out of a product's failure to meet specifications or breach of warranty, (c) unauthorized access to the Service through your account, or of which you should have been or were aware and did not report to Vendor Wizard, (d) your use of the Service or your connection to the Service, or (e) your violation of the Terms of Use.

8. APPLICABLE LAWS

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, and you agree to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to a User's use of the Site. Without limiting the foregoing, Users are responsible for observing all applicable tariffs and trade laws.

9. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, publish, distribute, sell, resell or exploit for any commercial purposes (other than internal usage for the legitimate business purposes of your organization) any portion of the Service (including any Content and information), use of the Service, or access to the Service.

10. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that Vendor Wizard may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content (including e-mail messages) will be retained by the Service, the maximum number of e-mail messages that may be sent from or received by your account on the Service, the maximum size of any e-mail message that may be sent from or received by your account on the Service, the maximum disk space that will be allotted on Vendor Wizard's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Vendor Wizard has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service.

11. MODIFICATIONS TO SERVICE

Vendor Wizard reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Vendor Wizard shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

12. TERMINATION

You agree that Vendor Wizard, in its sole discretion, may terminate your password, account (or any part thereof), use of the Service and/or the Terms of Use, and remove and discard any Content within the Service, for any reason, including, without limitation, if Vendor Wizard believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use or that you have engaged in fraudulent activity in connection with the Service. You acknowledge that it is Vendor Wizard's policy to block access to the Site to Users that repeatedly submit information to Vendor Wizard that violates third party copyrights. You acknowledge that Vendor Wizard will in its sole discretion determine who is a repeat infringer. Repeat infringers will not be permitted to access or use any of the Vendor Wizard services. Vendor Wizard may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of the Terms of Use or your access to the Service under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Vendor Wizard may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Vendor Wizard shall not be liable to you or any third party for any termination of your access to the Service.

13. PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Vendor Wizard, you agree not to copy, download, upload, transmit, (re)publish, modify, rent, lease, loan, sell, distribute, reverse engineer, or create derivative works based on the Service, the Content or the Software, in whole or in part.

The Content is intellectual property protected under the copyright, trademark and other intellectual property laws of the United States and/or other countries ("Intellectual Property Laws").You may not reproduce, duplicate, distribute, or exhibit any of the Content. The violation of applicable Intellectual Property Laws may give rise to civil and/or criminal penalties. You hereby represent that you have all necessary rights in the materials, communications, or other information that you have provided, transmitted, or sent to the Site, and you hereby authorize Vendor Wizard to use and or authorize others to use, any such materials, communications, or information in any manner Vendor Wizard sees fit, subject to the other provisions in these Terms of Use and the Privacy Policy. You may download the Contents of the Site and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. Nothing contained in this Agreement shall be deemed to give you any rights in or to any trademarks, copyrights or other intellectual property rights of Vendor Wizard.

All third party Content published on the Site is the property of the respective copyright owners and may not be copied or distributed in any way by Users for commercial purposes.

14. LINKS AND ADVERTISEMENTS

Vendor Wizard may provide links to other sites. Vendor Wizard has no control over such sites and resources and as such is not responsible or liable for the any content, advertising, products, or other materials on or available from such sites or resources. Vendor Wizard shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Vendor Wizard may run advertisements and promotions from third parties on the Site. The manner, mode and extent of advertising by Vendor Wizard on your account is subject to change. Your correspondence or business dealings with, or participation in the promotions of, advertisers other than Vendor Wizard, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Vendor Wizard is not responsible or liable for any loss or damage of any sort incurred as a result of such dealings or as a result of the presence of such non-Vendor Wizard advertisers on the Site.

15. NOTICE

Except as explicitly stated otherwise, any notices to Vendor Wizard shall be given by e-mail to usersupport@vendorwizard.com, and any notices to you shall be given by e-mail to the e-mail address you provide to Vendor Wizard during the registration process. Notice shall be deemed given 24 hours after an e-mail notice is sent, unless the sending party is notified that the address is invalid. Notices posted on the Site are effective upon posting. We may also give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during your registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

16. FORCE MAJEURE

Vendor Wizard shall not be deemed in default hereunder, nor shall you hold Vendor Wizard responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

17. RELATIONSHIP BETWEEN THE PARTIES.

User and Vendor Wizard are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by User's acceptance of the Terms of Use or use of the Site.

18. NO PROFESSIONAL ADVICE.

Any information supplied by any employee or agent of Vendor Wizard is intended solely as general guidance for the Services offered through Vendor Wizard and does not constitute legal, tax, accounting or professional advice. Individual situations and applicable laws vary and Users are encouraged to obtain appropriate advice from their own qualified professionals.

19. LANGUAGE.

This Agreement has been prepared in the English language. Vendor Wizard does not warrant that any translations of this Agreement will have precisely the same meaning in any language. In the event of a conflict between the English language version and any other version, the English language version shall control.

20. INTERNATIONAL USERS.

The Site is controlled, operated and administered by Vendor Wizard from its offices within the United States of America. Vendor Wizard makes no representation that materials at this Site are appropriate or available at other locations outside of the United States. Users may not use the Site or export the contents in violation of U.S. export regulations. If a User accesses this Site from a location outside of the United States, such User is responsible for compliance with all applicable local laws.

21. GENERAL INFORMATION

The Terms of Use set forth the entire understanding and agreement between you and Vendor Wizard with respect to the subject matter hereof. The Terms of Use and the relationship between you and Vendor Wizard shall be governed by the laws of the state of Ohio without regard to its conflict of law provisions. You and Vendor Wizard agree to submit to the personal and exclusive jurisdiction of the United States District Court for the Southern District, in Hamilton County, Ohio. The failure of Vendor Wizard to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court shall endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

BY USING OR EVALUATING THE SERVICE YOU REPRESENT AND WARRANT THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW.

22. COPYRIGHTS AND COPYRIGHT AGENTS (17 U.S.C. 512(I)).

Vendor Wizard respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Vendor Wizard's Copyright Agent the following information:

Vendor Wizard's Copyright Agent for Notice of claims of copyright infringement on its site is Margaret Lawson, who can be reached as follows:

By mail: Taft, Stettinius & Hollister, LLP
425 Walnut Street
Cincinnati, Ohio 45202

By e-mail: lawson@taftlaw.com