By accessing and continuing to use this website, or any service on this website, you acknowledge your acceptance of these terms and conditions of service. VendorPro reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Site, including, but not limited to, content, features or hours of availability. As a result, please continue to review these terms and conditions of service whenever accessing or using this site. Your use of the site, or any service on this site, after the posting of modifications to these terms and conditions of service will constitute your acceptance of these terms and conditions of service, as modified. If, at any time, you do not wish to accept the terms and conditions of service, you may not use the site. If you terminate your account or have your account terminated by VendorPro, your fees are nonrefundable. You are responsible for any additional charges incurred up to the time the account is terminated. Any terms and conditions proposed by you which are in addition to or which conflict with these terms and conditions of service are expressly rejected by VendorPro and shall be of no force or effect.

1. User Consent. You represent that you have read and agree to be bound by the terms and conditions of service ("TOS") for www.VendorPro.com. You further agree: (a) to comply with U.S. law regarding the transmission of any data obtained from the Service (as defined herein) in accordance with the TOS, (b) not to use the Service for illegal purposes, and (c) not to interfere or disrupt networks connected to the Service.
2. Restrictions on Use. You may not use the Service for any illegal purpose or in any manner inconsistent with the TOS. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Service in any manner that could compete with the business of VendorPro. You acknowledge that the Service has been developed, compiled, prepared, revised, selected and arranged by VendorPro and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of VendorPro and such others. You agree to protect the proprietary rights of VendorPro and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by VendorPro or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify VendorPro in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT VendorPro PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF VendorPro COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF VendorPro. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF VENDORPRO TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH VENDORPRO's CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF VENDORPRO'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE, INCLUDING THE LINKING AND FRAMING POLICY.
   
3. Intellectual Property. This Web site, including but not limited to text, content, photographs, video, audio and graphics (the "Service"), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service.
   
4. License. You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by VendorPro ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.
   
5. Registration and Account Creation. During the registration process, you will select a Member ID and Password. You are solely responsible for maintaining the confidentiality of your Member ID and Password, and for all activities that occur under your Member ID and password. You agree to (a) immediately notify VendorPro of any unauthorized use of your Member ID or Password or any other breach of security, and (b) ensure that you properly exit the web site at the end of each session. You are solely responsible for all usage or activity on your VendorPro account, including but not limited to use of the account by any third party authorized by you to use your subscriber ID and password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, in VendorPro sole discretion, and VendorPro may refer you to appropriate law enforcement agencies. You may terminate your account at any time by sending an e-mail to myaccount@VendorPro.com. If you terminate your account or have your account terminated by VendorPro, your fees are nonrefundable. You are responsible for any additional charges incurred up to the time your account is terminated.
   
6. Disclaimer and Limitation of Liability. You agree that your use of the Service is at your sole risk and acknowledge that the Service and anything contained therein, including, but not limited to, content, services, goods or advertisements (the "Items") are provided "AS IS" and that VendorPro makes no warranty of any kind, express or implied, as to the Items, including, but not limited to, merchantability, noninfringement, title or fitness for a particular purpose or use. VendorPro does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features. You agree that VendorPro, its Suppliers and its third-party agents shall have no responsibility or liability for (i) any injury or damages, whether caused by the negligence of VendorPro, its employees, subcontractors, agents, Suppliers or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against VendorPro by any other party or (ii) any fault, inaccuracy, omission, delay or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods or advertisements that may be linked to the Service is not maintained or controlled by VendorPro. VendorPro is therefore not responsible for the availability, content or accuracy of other Web sites, services or goods that may be linked to, or advertised on, the Service. VendorPro does not (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service, (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that may be linked to the Service or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that may be linked to the Service. VendorPro is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Service. You understand that VendorPro and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TOS. VendorPro does not represent or endorse the accuracy or reliability of any of the information, content or advertisements (collectively, the "Materials") contained on, distributed through, or linked, downloaded or accessed from any of the services contained on this website (the "Service"), nor the quality of any products, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Service (the "Products"). You hereby acknowledge that any reliance upon any Materials shall be at your sole risk. VendorPro reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Service or the Materials.
   
7. No Guarantees or Representations Made Regarding Buyer, Seller, Products, and Information. VendorPro is only a venue providing information and services and connecting wholesalers with retail buyers. No transactions between buyers and sellers are conducted through the site. As a result, we have no control over the quality, safety or legality of the items being posted, the truth or accuracy of the item listings, or the ability of the parties to fulfill their obligations in an agreement. VendorPro, it's owners, or employees make no guarantees or representations of any kind with respect to participating Buyers and Sellers, including, but not limited to, the merchantability, fitness, or creditworthiness of same. VendorPro, it's owners, and it's employees makes no guarantees as to the number and frequency of buyers accessing the VendorPro website. VendorPro does not, and makes no claim either expressly or otherwise, to guarantee, verify, or otherwise testify to the merchantability or fitness of any and all products featured on the VendorPro Website nor does VendorPro guarantee that products posted on the site will be purchased or viewed. Since appearance on the Site is not an indication of creditworthiness, trustworthiness and acceptability, we encourage you to communicate directly with each trading partner to help you evaluate the risks of proceeding with a transaction. Because we are not and cannot be involved in user-to-user dealings, in the event that you have a dispute with one or more users, you release VendorPro (and our directors, officers, agents and employees) from any and all claims, demands 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. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
   
8. Testimonials. Any unsolicited or solicited comments made regarding VendorPro services, it's owners, or employees via emails, telephone conversations, or during the registration process, may be used by VendorPro for promotional purposes. You grant VendorPro and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such comments throughout the world in any media. You also grant VendorPro and its affiliates and sublicensees the right to use the name that you submit with any comment, if any, in connection with such comment.
   
9. No Refund Policy. Approved buyers can access the VendorPro website free of charge. Sellers must pay a nonrefundable registration fee to access the VendorPro website. VendorPro reserves the right to change the registration fee as it deems necessary. Sellers already signed on at the time the registration fees are changed will not have to pay additional registration charges. Should seller decide to renew their registration at the end of their year, then said seller will pay the current registration charges at the time of renewal. Promotional claims must be made no later than 14 days after the account has expired. Proof will be required to substantiate any promotional claims.
   
10. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL VendorPro, ITS SUPPLIERS AND ITS THIRD-PARTY AGENTS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF A VendorPro AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall VendorPro total liability to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you, if any, for accessing this site.
    
11. Representations and Warranties. The Service is only available to individuals or companies who can form legally binding contracts under applicable law. Thus, you must be at least 18 years of age to use our services. If you do not qualify, please do not use the Service. VendorPro may, in its sole discretion, refuse the Service to anyone at any time. The Service is not available to temporarily or indefinitely suspended VendorPro members.
    
12. Breach. In our sole discretion, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, and any other information you place on the site and reserve the right to pursue any other remedies that may be available to us if you breach this Agreement or if we are unable to verify or authenticate any information you provide to us.
    
13. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless VendorPro and its employees, representatives, Suppliers and agents, against any claim, suit, action or other proceeding brought against VendorPro, its owners, its employees, representatives, Suppliers and agents, by a third party, to the extent that such claim, suit, action or other proceeding brought against VendorPro, its employees, representatives, Suppliers and agents is based on or arises in connection with the Service, , or any links on the Service, including, but not limited to: (i) your use or someone using your computer's use of the Service; (ii) your use or someone using your account, where applicable; (iii) a violation of the TOS by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any Intellectual Property Right (as herein defined) of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein: or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.
    
14. Termination. Either you or VendorPro may terminate the TOS with or without cause at any time and effective immediately. You may terminate the TOS by discontinuing use of the Service and destroying all materials obtained from the Service. These TOS will terminate immediately without notice from VendorPro if you, in VendorPro sole discretion, fail to comply with any provision of these TOS. Upon termination by you or upon notice of termination by VendorPro, you must destroy promptly all materials obtained from the Service and any copies thereof. Sections two through thirteen (2-13) and sixteen through eighteen (16-18) shall survive any termination of the TOS. Any fees paid to VendorPro are nonrefundable. Any monies owed to VendorPro at the time of termination must be paid within 10 days of termination.
    
15. Governing Law. These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. Buyer and Seller and VendorPro consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Orange County, California, U.S.A. Buyer and Seller shall not assign its order or any interest therein or any rights thereunder without the prior written consent of VendorPro. These Terms constitute the entire agreement between VendorPro and Buyer and Seller and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between the Buyer and Seller and VendorPro with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Seller and VendorPro. The failure by VendorPro to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.
    
16. Miscellaneous. VendorPro may amend this Agreement at any time by posting the amended terms on the Site. The amended terms shall automatically be effective 15 days after posting, unless an earlier effective date is posted. Use of the Site after the effective date of any amendment shall constitute acceptance of the amendment.
    
17. Severability. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these TOS will remain in force.
    
18. Entire Agreement. The TOS and any other terms and conditions of service on www.VendorPro.com, and its successor, constitute the entire agreement between you and VendorPro and govern your use of the Service.