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.
1. REGISTRATION, USE, PASSWORD AND SECURITY
- (a) The Service is available only to individuals who can form legally binding contracts under applicable law. Vendor Wizard also may refuse to provide the Service to any person, or prohibit any person from using the Service, at any time, in our sole discretion.
- (b) To use this Service, you must become a registered user ("User") of vendorwizard.com. User registration requires certain information, including your name, address, telephone number and email address. In consideration of your use of the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the appropriate registration form (such information is your "User Information"), and (ii) maintain and promptly update your User Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Vendor Wizard has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then Vendor Wizard has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You agree that the information submitted by you or relating to your use of the Service and the username you select, may be viewed by other users and or designates of your organization.
- (c) You will receive a password, user name and account designation upon completing the appropriate registration process. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You are responsible for all persons acting or purporting to act on your behalf. You are responsible for the actions and statements of all persons who access this Site using your user name or password. You agree that prior to permitting any person to use the Services on your behalf, each such person will first acknowledge in writing the terms of this agreement and agree to be bound by them, and you will furnish Vendor Wizard with a copy of such acknowledgment upon request. You agree to (i) immediately notify Vendor Wizard of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. Vendor Wizard cannot and will not be liable for any loss or damage arising from the use of any User's password, except to the extent due to the gross negligence of Vendor Wizard. You may not use or attempt to use the Service with any password other than your single Vendor Wizard password, and you may maintain only one (1) account with Vendor Wizard.
2. CONFIDENTIAL INFORMATION AND PRIVACY
3. YOUR CONTENT
- (a) In addition to all other rights and licenses herein, you grant to Vendor Wizard a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive, fully sublicensable, and assignable right and license to any copyright, trademark and publicity rights now existing, or hereinafter in existence in all content ("Content") you submit, or post in whole or in part to use, reproduce, publish, translate, edit, distribute, transmit, perform and display all such Content worldwide, in any format or media, whether now known or hereafter invented, for the following purposes: (i) delivering your Content to the appropriate Users as described herein and on the Site, (ii) storing your unmodified Content on our systems for such purposes, and (iii) using portions of your Content in our marketing materials and marketing efforts. You understand that the technical processing and transmission of the Service, including your Content, may involve (A) transmissions over various networks; and (B) changes to conform and adapt to technical requirements of connecting networks or devices.
- (c) 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.
- (e) You hereby represent, warrant and covenant to Vendor Wizard that all Content you submit, post to or transmit through the Service does not and will not infringe any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party.
5. USER CONDUCT
(a) You agree to not use the Service to:
- (i) upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- (ii) harm minors in any way;
- (iii) impersonate any person or entity, falsely state your identity or otherwise misrepresent your affiliation with a person or entity;
- (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
- (v) upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that you obtained in a wrongful manner;
- (vi) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- (vii) upload, post, e-mail or otherwise transmit any material that contains software viruses, trojan horses, time bombs, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment other than for research or computer/software support and maintenance (provided that in no event may you upload, post, or otherwise transmit any such material to the extent that such action will or could result, automatically or in connection with any other action other than the willful action of any third party, in any damage, interruption, destruction or limitation of or to Vendor Wizard's systems, software, hardware, site, databases or Services);
- (viii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- (ix) download any file or information posted by any other User that you know or should reasonably know cannot be legally distributed through the Site; or
- (x) attempt to unlawfully manipulate the price of any item or interfere with any other User's activities; or
- (xi) intentionally or unintentionally violate any applicable local, state, national or international law or regulation.
- (b) You agree not to store or aggregate any Content of other Users except through your use of the storage capabilities afforded by the Service.
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.
ALL CONTENT IS PROVIDED "AS IS," WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VENDOR WIZARD AND ALL OF ITS LICENSEES HEREBY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO ALL CONTENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR OUR SITE WILL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY VENDOR WIZARD, ITS EMPLOYEES OR REPRESENTATIVES, OR THROUGH OR FROM THE SERVICE, WILL CREATE A WARRANTY; YOU SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
YOU UNDERSTAND AND AGREE THAT VENDOR WIZARD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU RELEASE VENDOR WIZARD (AND OUR MANAGERS, AGENTS, EMPLOYEES, AND AFFILIATES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF ANY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTES RELATED TO THIS AGREEMENT OR ANY TRANSACTION ON THIS SITE.
LIMITATION OF LIABILITY
- (i) UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL VENDOR WIZARD BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY OTHER INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES OF ANY KIND THAT ARISE OUT OF OR ARE RELATED TO (i) FAULTS IN THE SERVICE, (ii) ANY SUSPENSION, TERMINATION OR INABILITY TO USE THE SERVICE, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. THE FOREGOING LIMITATION APPLIES WHETHER OR NOT Vendor Wizard HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
- (ii)IN ADDITION TO THE LIMITATIONS SET FORTH IN SECTION 1(b)(i) ABOVE, YOUR DIRECT DAMAGES ARE LIMITED TO THE GREATER OF (i) THE TOTAL OF THE FEES PAID BY YOU THROUGH USE OF THE SERVICE DURING THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, AND (ii) $100.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, of the limitations of Sections 1(a) and 1(b) may not apply to you.
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.
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.
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.
Except as explicitly stated otherwise, any notices to Vendor Wizard shall be given by e-mail to firstname.lastname@example.org, 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.
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.
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
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:
- 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- 2. a description of the copyrighted work that you claim has been infringed;
- 3. a description of where the material that you claim is infringing is located on the site;
- 4. Your address, telephone number, and email address;
- 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- 6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
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: email@example.com