Last Modified: October 1, 2016
Membership Terms of Service
Welcome to the Vendor Registry website (the “Site”). This Site is owned and operated by Vendor Registry, Inc. (“Vendor Registry”), a Tennessee limited liability company with different solutions made available via the Site regarding vendor and contract management designed to streamline the purchasing process (collectively the “Services”) for customers. You acknowledge that by using the Site you are agreeing to all of the following terms and conditions (the “Terms of Service”). Therefore, please read the entire Terms of Service before registering with, or otherwise using, the Site. As used in these Terms of Service, “you,” “your,” and their variants means both (i) you, the person or entity that accesses or uses the Site or Services, and (ii) to the extent applicable, the company, organization or other entity on behalf of which you are entering into these Terms of Service. All capitalized terms in these Terms of Service, other than those capitalized for grammatical reasons, are defined in the Section in which they are first used as indicated by bold type.
THE TERMS OF SERVICE SET FORTH BELOW GOVERN YOUR USE OF THIS SITE ON THE INTERNET, THE WORLD WIDE WEB, MOBILE NETWORKS, OR ANY OTHER COMMUNICATION METHODS NOW KNOWN OR IN THE FUTURE DEVELOPED, AS WELL AS ALL INFORMATION THEREIN. THESE TERMS OF SERVICE CONSTITUTE A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL USER OF AT LEAST EIGHTEEN (18) YEARS OF AGE, AND VENDOR REGISTRY AND GOVERN YOUR ACCESS TO, AND USE OF, THE SITE, TOGETHER WITH THE SERVICES AVAILABLE THROUGH THE SITE, INCLUDING YOUR SUBSCRIPTION TO AND USE OF THE SITE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, CLOSE THIS SITE DOWN IMMEDIATELY AND DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS OF SERVICE SET FORTH BELOW.
1. Use of Site.
1.1. Personal Use; Limited Rights. Subject to the terms and conditions herein, Vendor Registry grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access the Site and the Services to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Site or Services, permit other users access to our Site or Services through your account, or use the Site or Services to host content for others. You may not copy or download any content from the Site or Services except with the prior written approval of Vendor Registry. You acknowledge that, except as otherwise expressly provided, these Terms of Service are solely between you and Vendor Registry.
1.2. Restrictions. The rights granted herein are personal to you, and you may not resell our Site or Services, permit other users access to our Site or Services through your account, or use the Site or Services to host content for others. You may not copy or download any content from the Site or Services except with the prior written approval of Vendor Registry. You acknowledge that, except as otherwise expressly provided, these Terms of Services are solely between you and Vendor Registry. Furthermore, without the prior written approval of Vendor Registry, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Site or Services. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Site or Services. Your rights are subject to your compliance with these Terms of Service as well as any other agreements applicable to the Services you are using.
1.3. Eligibility. BY USING THE SITE, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, AND YOU WILL BE THE ONLY PERSON USING THIS ACCOUNT. THIS SUBSCRIPTION IS NOT TO BE SHARED. IT IS FOR USE BY YOU ONLY. This Site is to be used as a resource for those interested in buyer registrations and bid notifications. Any other use is prohibited and may result in termination of subscription without refund and/or legal action against you.
1.4. Use and Ownership of Services and Site Content. Vendor Registry shall retain all right, title and interest in and to the Site, the Services and all the materials and content provided to you pursuant to this Agreement, including all intellectual property rights therein and thereto. No right, title or interest in any material on this Site is transferred or granted to you as a result of downloading or using any of the Site content. Permission to reprint or reproduce any document or image from this Site, in whole or in part, for any reason except for personal, non-commercial use, is prohibited, unless prior written consent is obtained from Vendor Registry. Unless otherwise noted, all materials, including images, text, illustrations, designs, icons, photographs, programs, video clips and written and other materials that are part of this Site are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Vendor Registry and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this Site is the exclusive property of Vendor Registry and is also protected by U.S. and international copyright laws. The Vendor Registry name, and all deviations thereof, and all related names, design marks and slogans are trademarks or service marks of Vendor Registry. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner.
2. Modification of Terms.
Vendor Registry may make changes to the content and services offered on this Site at any time. Vendor Registry reserves the right to change or update these Terms of Service at any time by posting such changes on this Site, and/or by sending registered subscribers an email notice of such changes. If any modification is unacceptable to you, you will cease using this Site and cancel your subscription with no refund. If you do not cease using this Site and cancel your subscription, you will be deemed to have accepted all changes and agreed to the Terms of Service as modified. These Terms of Service may not otherwise be amended except by written agreement, signed by you and Vendor Registry.
Vendor Registry may decide to provide you with notices, including those regarding changes to Vendor Registry’s Terms of Service, by email or postings on the Site. You hereby consent to, and agree to accept, periodic notices from us. Any such notice will be deemed to have been accepted within three (3) days after email is sent. Changes posted to the Site will be deemed accepted within thirty (30) days of postings. You are responsible for keeping track of changes to these Terms of Service. If you have not ceased to use the Site and cancelled your subscription within three (3) days of email receipt, or thirty (30) days of Site posting, you will be deemed to have accepted the change(s) to the Terms of Service. If you are in violation of these changes, your subscription may be terminated without notice or refund, and you may be subject to legal action.
4. Unauthorized or Unlawful Use.
When you use the Site, you represent, warrant, and agree that you will NOT:
(A) falsify or misrepresent any personal or business information regarding your identity or intentions with respect to any matter;
(B) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that Vendor Registry, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or otherwise disagreeable;
(C) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that contains a virus, Trojan horse, worms, time bombs, cancelbots, or any other harmful software code or programming routine that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(D) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that is unlawful, fraudulent, or otherwise disagreeable, including, without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, statute, ordinance or regulation (including, without limitation, those governing export control, consumer protection, child protection, unfair competition, anti-discrimination or false advertising);
(E) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless you have obtained permission from such owner and such action would not violate any of the above rights in such property;
(F) post, publish, transmit, distribute, or upload through or link directly or indirectly any information to the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including without limitation, spamming Vendor Registry’s users;
(G) use, reproduce, distribute, publish or communicate any information obtained from the Site, for any commercial reason, unless such activity has been expressly approved in writing by Vendor Registry;
(H) use any robot, spider, other automatic device, or manual process to monitor or copy Vendor Registry’s web pages or content contained herein;
(I) use any device, software or routine to bypass Vendor Registry’s robot exclusion headers or meta tags, or to interfere or attempt to interfere with the proper working of the Site or any transaction being communicated or conducted on the Site, or take any action that imposes an unreasonable or disproportionately large load on Vendor Registry’s infrastructure; or
(J) create liability for Vendor Registry or cause Vendor Registry to lose (in whole or in part) the services of Vendor Registry’s ISPs (defined below) or other suppliers.
5. Prevention of Unauthorized Use.
5.1. Generally. Vendor Registry subscriptions are available on a per-person basis only. The Site is intended for use by those interested in buyer notifications and bid notifications. Vendor Registry reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding unauthorized use. Unauthorized use of this Site includes, but is not limited to, providing false information, sharing access or login credentials, and using the information herein for malicious, inappropriate, or illegal conduct. You agree not to interfere or take action that results in the unauthorized use of the Site. You agree not to attempt to gain unauthorized access to other computer systems or networks connected to the Site. Unauthorized use will result in immediate termination of your account without notice or refund and may result in legal action against you or other parties involved.
5.2. Passwords. Use of this Site requires a unique email address and password to authenticate your right to access the Site. You agree to maintain confidentiality of your password and are solely responsible for all activities associated with its use, whether authorized or unauthorized. You agree to immediately notify Vendor Registry of any unauthorized use of the Site or any breach of security under your login credentials. Vendor Registry may suspend your right to access or use any portion of the Site or Services for any reason and without notice. You shall not share or otherwise make available your account passwords with other persons.
6. Prevention of Unlawful Use.
This Site is a tool for those interested in buyer registrations and bid notifications. As such, sensitive information may be found herein. In agreeing to these Terms of Service, you have agreed to use this information for its intended purpose. Vendor Registry reserves the right to exercise whatever lawful means it deems necessary to prevent unlawful use of the Site, including but not limited to, sharing your personal information with authorities if you are a suspected of using this information in a malicious or illegal manner, verifying the personal information you provide, and immediately terminating your subscription without notice or refund if any of your information is deemed to be false or questionable. Vendor Registry does not support the illegal or malicious use of this Site, and will help authorities in any means it sees fit to prosecute those who use this Site and the information herein in an unlawful manner. In addition to any criminal proceedings, Vendor Registry also reserves any and all rights which it may have against any party found guilty of unlawful use of this Site.
7. Release and Disclaimer.
Vendor Registry is a venue for you to participate in the use of the Services. The Site acts as a venue for registrations and bid notifications, which bid notifications are not screened or censored by Vendor Registry. Vendor Registry does not guarantee the quality, legality, truth or accuracy of the bid notifications and/or Services. Vendor Registry will attempt to provide the Site at all times, except for limited periods for maintenance and repair; however, the Site may be subject to unavailability for a variety of factors beyond Vendor Registry’s control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. Vendor Registry disclaims any responsibility for system downtime which may affect the timely notification of bids. You assume all risks associated with dealing with other users with whom you come in contact through the Site. We do not control the information provided by other users that is made available through our Site. Because user authentication on the Internet is difficult, Vendor Registry cannot and does not confirm that each user is who they claim to be. In the event that you have a dispute with another user, you hereby release Vendor Registry, its subsidiaries, affiliates, directors, officers, employees and agents from and against any and all claims, demands, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. VENDOR REGISTRY SHALL NOT BE RESPONSIBLE FOR ERRORS OR OMISSIONS CONTAINED IN THIS SITE. THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STAUTORY,OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. VENDOR REGISTRY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. VENDOR REGISTRY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE OR THAT THE QUALITY OF ANY SERVICES OR CONTENT PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATINOS.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, VENDOR REGISTRY’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
You agree to indemnify, defend, and hold Vendor Registry and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from all third party claims or causes of action (including investigations) and any resulting damages, costs, expenses, liabilities or fines, including reasonable attorneys’ fees, due to or arising out of your breach of these Terms of Service or the documents incorporated by reference, or your violation of any law or the rights of a third party. The foregoing indemnification shall not apply to any governmental user (e.g. state, federal or local governmental entities) (“Government Users”).
9. Limitation of Liability and Damages.
IN NO EVENT SHALL VENDOR REGISTRY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ANY DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), HOWEVER ARISING, EVEN IF VENDOR REGISTRY KNOWS OR HAS BEEN ADVISED THERE IS A POSSIBILITY OF SUCH DAMAGES.
VENDOR REGISTRY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID VENDOR REGISTRY FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
VENDOR REGISTRY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN VENDOR REGISTRY AND RECEIVED THROUGH OR ADVERTISED ON THE SITE, OR RECEIVED THROUGH ANY REFERENCE OR LINKED SITES.
EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VENDOR REGISTRY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE.
You must bring all claims and causes of action within twelve (12) months of their being discovered. The limitations and exclusions in this Section apply to all claims or causes of action under whatever theory brought.
10. Fees and Services; Termination.
10.1. Fees and Services. You agree to pay the fees and accept the payment policies for each Service for which you are registered. You agree and acknowledge that payment of registration and subscription fees are made in advance annually, quarterly or monthly, as applicable. You acknowledge that prepayments are not refundable. In the event your account becomes past due, your Service may be suspended, the remaining balance will be considered in default, and the entire account balance will become due and owing immediately. Interest on overdue accounts is charged at 1.5 % per month, equal to 18% per annum. You also agree to pay all reasonable collection costs, including attorneys’ fees. A service charge of $25.00 or the maximum amount permitted by applicable law will be charged for all returned checks. You agree and authorize us to charge your credit card on file for any of the Services that you order on or within 14 days of your stated payment due date. For subscriptions that renew automatically, the associated subscription charges are considered on-going. Vendor Registry may apply a surcharge to any payments returned by the issuing financial institution.
10.2. Termination. These Terms of Service constitute a binding agreement between Vendor Registry and you. Vendor Registry’s Service is non-cancellable, meaning that your termination of these Terms of Service shall not relieve you of your payment obligations for any Service. Upon termination, there shall be no refund of any monies paid by you for access to the Site. Upon termination or expiration of a license with respect to particular content provided by Vendor Registry, you shall delete or destroy the content, and all copies thereof and other materials containing such content in your possession or control and instruct your end users (if any) to cease using the content. Upon request by Vendor Registry, you shall provide a corporate officer’s written certification that you have complied with the foregoing. In addition, Vendor Registry shall have access during reasonable business hours to inspect your records and systems as necessary to verify compliance with the foregoing.
11.1. Governing Law and Jurisdiction. Except with respect to Government Users, (a) these Terms of Service shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without regard to the principles of conflicts of laws; (b) jurisdiction and venue for any actions or proceedings for any dispute or matter which in any manner is related to this Site or concerning the enforcement, construction or interpretation of these Terms of Service, shall be exclusively in the Chancery Court sitting in Knox County, Tennessee; and (c) you expressly submit and consent to the jurisdiction of the aforesaid courts and waive any defense of forum non conveniens. With respect to Government Users, these Terms of Service and the selection of jurisdiction and venue shall be governed by, and construed in accordance with, the laws of the jurisdiction of the Government User, without regard to the principles of conflicts of laws.
11.2. Export Control. The Services may be subject to export control restrictions of the United States, or other jurisdictions. By using the Services, you represent and warrant that (i) you are not located in any country, or exporting the Service to any person or place, to which the United States or any other jurisdiction has embargoed goods or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Services any content, data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of these Terms of Service.
11.3. Waiver. Vendor Registry’s failure to enforce any of these Terms of Service shall not constitute or be deemed a waiver of any such term.
11.4. Survival. Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections regarding proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and damages and all general provisions shall survive any termination of these Terms of Service.
11.5. Severability. If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions hereof.
11.6. Assignment. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vendor Registry without restriction. Any assignment attempted to be made in violation of these Terms of Service shall be void.
11.7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Service, and will not be deemed to limit or affect any of the provisions hereof.
11.8. Entire Agreement. This is the entire agreement between you and Vendor Registry relating to the subject matter herein and will not be modified except in writing, signed by both parties by hand, or by a change to these Terms of Service made by Vendor Registry as set forth elsewhere in these Terms of Service.
11.9. Relationship of the Parties. Nothing in these Terms of Service is intended to create an agency, partnership, joint venture, or franchise between the parties, neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing its obligations under these Terms of Service each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation (including employer-source deductions).
11.10. Competitor Use Prohibited; Liquidated Damages. This Site and the associated Services are to be used for non-competitive purposes only. Use of the Site or associated Services by competing businesses, affiliates, employees, or other associates is absolutely prohibited and constitutes a breach of this contract, giving rise to substantial damages. If you are an owner, employee, or other associate of a competing site (other than simply a member), you hereby agree that damages from the unlicensed visitation of this Site are difficult to compute. Damages from breach of this competitor use provision shall therefore be set at $100 per unauthorized Site visit. You hereby agree that such damages are a reasonable estimate of actual damages and you waive your right to contest these damages in a court of law or other proceeding.
11.11. Legal Action. You expressly waive the right and agree not to bring or participate in any class action or joinder or consolidation of claims with respect to any dispute under or relating to these Terms of Service, including by any arbitration proceeding.