You must be at leastthirteen (13) years of age to use the Site. By agreeing to these Terms, you representand warrant to us: (i) that you are at least thirteen (13) years of age; (ii)that you have not previously been suspended or removed from the Site; and (iii)that your registration and your use of the Site is in compliance with any andall applicable laws and regulations. If you are using the Site on behalf of anentity, organization, or company, you represent and warrant that you have theauthority to bind such organization to these Terms and you agree to be bound bythese Terms on behalf of such organization.
2. Accountsand Registration
If you are an advertiseror publisher, you must register for an account to use specific functionalityrelated to your account. When you register for an account, you may be requiredto provide us with some information about yourself (such as your e-mail addressor other contact information). You agree that the information you provide to usis accurate and that you will keep it accurate and up-to-date at all times.When you register, you will be asked to provide a password. You are solelyresponsible for maintaining the confidentiality of your account and password.You agree to accept responsibility for all activities that occur under youraccount. If you have reason to believe that your account is no longer secure, thenyou must immediately notify us at support@VendorCloud.com.
BY USING THE SITE YOUAGREE NOT TO: Use the Site for any illegal purpose, or in violation of anylocal, state, national, or international law; Interfere with security-relatedfeatures of the Site, including without limitation by (i) disabling orcircumventing features that prevent or limit use or copying of any content, or(ii) reverse engineering or otherwise attempting to discover the source code ofthe Site or any part thereof except to the extent that such activity isexpressly permitted by applicable law; Interfere with the operation of the Siteor any user’s enjoyment of the Site, including without limitation byinterfering with or disrupting any networks, equipment, or servers connected toor used to provide the Site, or violating the regulations, policies, orprocedures of such networks, equipment, or servers; Violate, or encourageothers to violate, the rights of third parties, including by infringing ormisappropriating third party intellectual property rights; Remove anycopyright, trademark or other proprietary rights notices contained in or on theContent (as defined below) or the Site; Sell or otherwise transfer the accessgranted herein or any Content or Materials (as defined below) or any right orability to view, access, or use any Content or Materials; or Attempt to do anyof the foregoing in this Section 2, or assist or permit any persons in engagingor attempting to engage in any of the activities described in this Section 2.
4.Third-Party Sites and Linked Websites
The Site may include linksto other websites or services (“Linked Sites”) solely as a convenience to you. VendorClouddoes not endorse any such Linked Sites or the information, material, products,or services contained on or accessible through Linked Sites. Furthermore, VendorCloudmakes no express or implied warranties with regard to the information,material, products, or services that are contained on or accessible throughLinked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION,MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKEDSITES, IS SOLELY AT YOUR OWN RISK.
5.Termination of Use; Discontinuation and Modification of the Site
If you violate anyprovision of these Terms, your permission to use the Site will terminateautomatically. Additionally, VendorCloud, in its sole discretion, may suspendor terminate your access to the Site at any time, with or without notice. Wealso reserve the right to modify or discontinue the Site at any time(including, without limitation, by limiting or discontinuing certain featuresof the Site) without notice to you. You agree that any termination of theseTerms or termination or suspension of your access to or use of the Site may beeffected without prior notice, and you agree that VendorCloud will have noliability whatsoever on account of any change to the Site or any suspension ortermination of your access to or use of the Site.
6. PrivacyPolicy; Additional Terms
7. Changes tothe Terms
We reserve the right, atour discretion, to change these Terms at any time by posting such changes fromtime to time on the Site or otherwise making them available to you on orthrough the Site. Please check these Terms periodically for changes. Your continueduse of the Site after such changes have been published on or through the Siteconstitutes your binding acceptance of such changes. In the event that a changeto these Terms materially modifies your rights or obligations, we will makereasonable efforts to notify you of such change. We may provide notice througha pop-up or banner within the Site, by sending an email to any address you mayhave used to register for an account, or through other mechanisms.Additionally, if the changed Terms materially modify your rights orobligations, we may require you to provide consent by accepting the changedTerms. If we require your acceptance of the changed Terms, changes areeffective only after your acceptance. If you do not accept the changed Terms,we may terminate your access to and use of the Site. All other changes areeffective upon publication of the changed Terms. Notwithstanding the foregoing,the resolution of any dispute that arises between you and us will be governedby the Terms in effect at the time such dispute arose.
8. Ownership;Proprietary Rights
Ownership of the Site. TheSite is owned and operated by VendorCloud. The visual interfaces, graphics,design, compilation, information, data, computer code (including source code orobject code), products, software, services, and all other elements of the Site(collectively, the “Materials”) provided by VendorCloud are protected by allrelevant intellectual property and proprietary rights and applicable laws. AllMaterials contained in the Site are the property of VendorCloud or ourthird-party licensors. Furthermore, all trademarks, service marks, and tradenames contained in the Materials are proprietary to VendorCloud or ourthird-party licensors. Your use of the Site does not grant to you ownership ofany content, code, data or any part of the Materials you may access on orthrough the Site. Except as expressly authorized by VendorCloud, you may notmake use of the Materials. Any commercial or promotional distribution,publishing or exploitation of the Materials is strictly prohibited unless youhave received the express prior written permission from VendorCloud or theotherwise applicable rights holder. VendorCloud reserves all rights to theMaterials not granted expressly in these Terms. Ownership of Content. Allcontent available on the Site, including, without limitation, articles,documents, brochures, presentations, pictures, images, audiovisual works, otherinformational materials and any user comments (collectively, the “Content”), isowned or controlled by VendorCloud or our third-party licensors, and isprotected by copyright and other intellectual property laws. Subject to theforegoing, VendorCloud authorizes you to download a single copy of any part ofthe Content solely for your personal, non-commercial use if you retain allcopyright and proprietary notices that are contained in such part of theContent. You expressly acknowledge that you do not acquire any ownership rightsby downloading any copyrighted material from or through the Site. You shall notcopy, distribute or publish any Content or any information obtained or derivedtherefrom except as permitted on or through Site or as otherwise permitted byapplicable law. Feedback. If you provide us with any comments, bug reports,feedback, or modifications proposed or suggested by you for the Site(“Feedback”), we shall have the right to use such Feedback at our discretion,including, but not limited to the incorporation of such suggested changes intothe Site. You hereby grant VendorCloud a perpetual, irrevocable, nonexclusivelicense under all rights necessary to incorporate and use your Feedback for anypurpose.
You agree that you will beresponsible for your use of the Site, and you agree to defend, indemnify, andhold harmless VendorCloud and its officers, directors, employees, consultants,affiliates, subsidiaries and agents (collectively, the “VendorCloud Entities”)from and against any and all claims, liabilities, damages, losses, andexpenses, including reasonable attorneys’ fees and costs, arising out of or inany way connected with (i) your access to, use of, or alleged use of the Site;(ii) your violation of these Terms or any representation, warranty, oragreements referenced herein, or any applicable law or regulation; (iii) yourviolation of any third-party right, including without limitation anyintellectual property right, publicity, confidentiality, property or privacyright; or (iv) any disputes or issues between you and any third party in anyway relating to your use of the Site. We reserve the right, at our own expense,to assume the exclusive defense and control of any matter otherwise subject toindemnification by you (and without limiting your indemnification obligationswith respect to such matter), and in such case, you agree to cooperate with ourdefense of such claim.
10.Disclaimers; No Warranties
THE SITE AND ALL MATERIALSAND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “ASAVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS ORIMPLIED. VendorCloud SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS ALL WARRANTIESOF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALSAND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO (i) ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OFCOURSE OF DEALING, USAGE, OR TRADE. VendorCloud DOES NOT WARRANT THAT THE SITEOR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT, WILL BE UNINTERRUPTED,SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOTWARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS ORCONTENT WILL CREATE ANY WARRANTY REGARDING VendorCloud OR THE SITE THAT IS NOTEXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAYRESULT FROM YOUR USE OF OR ACCESS TO THE SITE AND ANY MATERIALS OR CONTENT. YOUUNDERSTAND AND AGREE THAT YOU USE THE SITE AND USE, ACCESS, DOWNLOAD, OROTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SITE AND ANY ASSOCIATED SITES(INCLUDING, WITHOUT LIMITATION, THE LINKED SITES) AT YOUR OWN DISCRETION ANDRISK. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF CERTAIN WARRANTIES ANDYOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
11. Limitation of Liability
IN NO EVENT WILL THE VendorCloudENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIALOR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OFPROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF ORRELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THESITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY,CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY,WHETHER OR NOT THE VendorCloud ENTITIES OR AN AUTHORIZED REPRESENTATIVE OF VendorCloudHAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THEAGGREGATE LIABILITY OF THE VendorCloud ENTITIES TO YOU FOR ANY AND ALL CLAIMSARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SITE(INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE) OR OTHERWISEUNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOTAPPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OFLIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THERISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIALELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESEPROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILSOF ITS ESSENTIAL PURPOSE.
These Terms shall begoverned by the laws of the State of Florida without regard to conflict of lawprinciples. To the extent that any lawsuit or court proceeding is permittedhereunder, you and VendorCloud agree to submit to the personal and exclusivejurisdiction of the state courts and federal courts located within Miami,Florida for the purpose of litigating all such disputes.
14. Notice;Consent to Electronic Communications
Legal notices may beserved, with respect to VendorCloud and the Site, to info@VendorCloud.com,and, with respect to you, either (i) to any email address you have provided to VendorCloud,or (ii) through a pop-up or other similar means on the Site. Notice will bedeemed given 24 hours after email is sent, unless the sending party is notifiedthat the email address is invalid, or in the case of updates to the Site, uponyour next use of the Site. By using the Site, you agree that any notices,agreements, disclosures, or other communications that we send to youelectronically will satisfy any legal communication requirements, includingthat such communications be in writing.
The services hereunder areoffered by VendorCloud, located at:
20 North Audley street #201
London, W1K 6LX, UK
You may contact us bysending correspondence to the foregoing address or by emailing us at info@VendorCloud.com. Ifyou are a London resident, you may have these Terms mailed to youelectronically by sending a letter to the foregoing address your electronicmail address and a request for these Terms.
Last Updated: June 17,2016