Terms and Conditions United States and Canada

Vendor Services Terms and Conditions of Use

IMPORTANT. PLEASE READ CAREFULLY: These Terms and Conditions of Use ("Terms and Conditions") constitute a legal agreement between you, a single end-user, and Vendor for access via your assigned password to the Vendor Service (the "Service"). By clicking the "I Agree" button below, or by otherwise using or accessing the Service, you agree to be bound by the provisions of these Terms and Conditions. If you do not agree to the provisions of these Terms and Conditions, you may not access or use the Service.

Nature of Service; Registration. The Service is ("Service"). No user will be permitted to use the Service without first registering with Vendor as a member of the Vendor's Network. Once registered, Vendor will notify you, and your user ID and password will be activated. Each user ID and password may only be used by you. You will be responsible for the confidentiality and use of your user ID and password, and you will be held solely responsible for all unauthorized use thereof. You must immediately notify Vendor if you become aware of any loss or theft of your password or any unauthorized use of your password, user ID, or of the Service. Other than the technology constituting the Service, you are responsible for providing, at your expense, all communications lines, hardware, software, services and other materials and technology necessary for you to access or use the Service. Vendor shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software.

Fees and Payments. You may purchase the Service either directly from Vendor or through a Vendor authorized reseller. If you purchase the Service from an authorized Vendor reseller, all subscription fees for the Service shall be made to and arrange by such reseller. If you purchase the Service directly from Vendor, you authorize Vendor to deduct, on a quarterly basis, in advance, the then-current subscription fee (as posted on the Vendor's website), from the credit card you designate during the registration process. If payment is not received or retained by Vendor from your card issuer or its agents, you agree to pay all amounts due upon demand by Vendor. In such event, you agree to pay a late charge on all amounts due but not timely paid and which remain unpaid for thirty (30) days after being billed to your credit card issuer. The late charge will equal one and one half percent (1.5%) of the past due amount per month until paid or, if such rate is in excess of the allowable rate, the maximum rate allowed by law. You will be responsible for all collection costs, expenses and fees, including those of attorneys. Each time you use the Service, you agree and reaffirm that Vendor is authorized to charge your designated card. You agree that Vendor may (at its option) accumulate charges incurred and submit them as one or more aggregate charges during or at the end of any particular billing cycle. You must promptly notify the Company of changes to: (i) the account number or expiration date of your designated credit card, and (ii) your billing address and if your card is canceled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure of your user ID and password.

Subscription Period. Unless these Terms and Conditions are otherwise terminated in accordance with the provisions hereof, your right to access and use the Service is valid for a period of three (3) months from the date on which you are assigned a valid password (the "Subscription Period"). Upon expiration of the Subscription Period, your subscription shall automatically renew for successive three-month subscription periods (each, a "Renewal Period") at then-current rates, unless you terminate your subscription by notifying Vendor of the same at least thirty (30) days prior to the end of the Subscription Period or then-current Renewal Period, whereupon your right to use the Service shall terminate and your password shall no longer be valid. Without prejudice to any other rights, Vendor may immediately suspend or terminate your right to use the Service, if you fail to comply with the provisions of these Terms and Conditions.

Grant of License. In consideration of your payment of the applicable subscription fee, Vendor grants you a limited, nonexclusive, non-transferable, revocable right for a single named user to access and use the Service exclusively via an assigned user ID and password, during the Subscription Period, solely in accordance with these Terms and Conditions. Except as expressly set forth herein, you may not sell, rent, lease or otherwise transfer your access to the Service nor may you modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any software, techniques, information, ideas, content, or other materials obtained through or constituting the Service. You may not reverse engineer, decompile, or disassemble any portion of the Service. You may not alter or modify any portion of the Service. You may not reproduce, deactivate, or bypass the security devices supplied with the Service. You represent and warrant to Vendor that you will not use the Service for any purpose that is unlawful or prohibited by these Terms and Conditions.

Intellectual Property Rights. Title in and ownership of all software, documentation, data, techniques, algorithms, ideas, specifications, information, data-bases, and other proprietary materials related to the Service, including all patent, copyright, trademark, trade secret and other proprietary rights, shall remain at all times vested in Vendor and its licensors. Except for the limited license granted to you above, no license, express or implied, is granted to you under these Terms and Conditions.

Representations and Warranties. You represent and warrant that you will not send, upload, transmit or otherwise distribute through the Service any material or information that: (i) infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary right, (ii) violates any law, statute, ordinance, or regulation when sent or transmitted through the Service or otherwise provided to Vendor, (iii) is threatening, defamatory, libelous, harassing or profane, (iv) contains a virus, Trojan horse, worm, time bomb or other component that may adversely affect any hardware or software, or that intercepts or expropriates any data or information, or (v) includes bulk emails, advertisements or solicitations. You are solely responsible for determining whether any material you transmit through the Service is subject to government regulation or a third party's rights. Vendor may from time to time monitor or review any messages or other materials transmitted through the Service. However, Vendor is under no obligation to do so and assumes no responsibility or liability arising from the content of any messages.

Indemnity. You hereby agree to defend and indemnify Vendor and its affiliates, and all of their officers, directors, shareholders, legal representatives, employees, successors, assigns, and agents and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of the Service, (ii) your breach of these Terms and Conditions, or (iii) your dispute with another user of the Service. You shall not settle or otherwise dispose of any matter that is subject to indemnification by you without the prior written consent of Vendor. Vendor reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

Limited Warranty. Vendor provides the Service on an as-is basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, WITH REGARD TO THE SERVICE AND ITS CHARACTERISTICS, QUALITY, PERFORMANCE OR VALUE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IMPLIED WARRANTIES ON THE SERVICE, IF ANY, ARE LIMITED TO NINETY (90) DAYS. SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF, OR LIMITATIONS ON THE DURATION OF, AN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY AMONG STATES/JURISDICTIONS.

Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, VENDOR'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FOR ANY CAUSE OF ACTION, REGARDLESS OF FORM, SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY YOU FOR USE OF THE SERVICE DURING THE PRIOR SUBSCRIPTION PERIOD OR RENEWAL PERIOD. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

Personal Information. During the registration process, you will be asked to provide certain personal information, which may include addresses, phone numbers, and credit card or other payment information. Vendor will treat all personal information as described in its privacy policy [link to privacy policy]. All personal information that you provide must be accurate, complete, and current. Please note that while Vendor requests that the companies with which it does business observe the guidelines of its privacy policy, it cannot be responsible for what such companies do with personal information that you provide.

Modifications. Vendor may, in its sole discretion, amend these Terms and Conditions, at any time, by providing you with a copy of the amended Terms and Conditions through the Service. Such amended Terms and Conditions will become effective upon transmission to you. Continued use of the Service after such effective date constitutes acceptance of the amended Terms and Conditions. Vendor reserves the right, for any reason and at any time, in its sole discretion, to modify, suspend, or terminate any portion of the Service without notice.

Miscellaneous. If any provision of these Terms and Conditions is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of the remaining provisions, and any such unenforceable or illegal provisions shall be reformed only to the extent necessary to make it enforceable and valid. These Terms and Conditions are governed by the laws of the State of without regard to its conflicts of law principles.