Products, Content, Specifications and Accuracy of Information: We attempt to ensure that information on this Website is complete, accurate and current. Despite our efforts, the information on this Website may be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Website. All features, content, specifications, products and services described or depicted on this Website are subject to change at any time without notice. Certain descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services in this Website at a particular time does not imply or warrant that those products or services will be available at any time. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice and in our sole and absolute discretion, to limit the order quantity on any product or service, to refuse service to any customer and/or to refuse access to the Website by any visitor or customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
All materials provided on the Website, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content and services (“Materials” or “Content”), are provided either by VDS or by respective third party authors, developers or vendors (“Third Party Providers”) and are the copyrighted works of VDS and/or its Third Party Providers (or is permitted/licensed to be used by Third Party Providers), unless specifically provided otherwise. Except as stated herein, none of the Materials may be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of VDS and/or a Third Party Provider. Also, you may not “mirror” or “archive” any Materials contained on the Website on any other server without VDS’s prior express written permission.
Except where expressly provided otherwise by VDS, nothing on the Website shall be construed to confer any license or ownership right in or to the Materials, under any of VDS’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the “Contact Information” section below if you have any questions about obtaining such licenses. Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by VDS. VDS does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by VDS.
Any unauthorized use of any Materials contained on the Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes. It is your obligation to comply with all applicable state, federal and international laws. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password.
Termination: You or we may suspend or terminate your account or your use of this Website at any time, for any reason or for no reason. You are personally liable for any orders that you place or charges that you incur prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of this Website at any time without notice.
The Website may contain links or have references to websites controlled by parties other than VDS. VDS is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party websites. VDS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by VDS of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by VDS. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.
If you are a resident of the European Community, please do not provide personally identifiable information.
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VDS EXCEED $1,000.00. IN NO EVENT SHALL VDS OR THE THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES to your computer, telecommunication equipment, or other property and/or FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFiTS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE accessing or USE of, OR INABILITY TO USE, THE WEBSITE AND THE SERVICES ASSOCIATED THEREWITH including but not limited to the downloading of any materials, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF YOUR BREACH, OR RELATED TO YOUR INDEMNITY OBLIGATIONS. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED “INDEMNITIES”.
You are being granted solely a revocable, limited license, in compliance with these terms.
You grant toVDS and its Third Party Providers the non-exclusive, worldwide right to use, copy, transmit and display any data, information, Content or other Materials, provided to VDS by you in the course of accessing and/or using the Website. Notwithstanding the foregoing, VDS’s obligations regarding identification and other information concerning your personal information shall be governed by the terms of the Privacy Policy available. The terms of the Privacy Policy are expressly incorporated herein as though set forth in full.
Each party represents and warrants that it has the power and authority to enter into this Agreement. VDS warrants that it will provide the Website and all goods and services in a manner consistent with its business practices, as VDS, in its sole and absolute discretion, deems FiT. To the extent that you represent an entity of any type or any individual besides yourself, you represent and warrant that you have the proper authority to enter into this Agreement on their behalf.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY VDS, THE MATERIALS ON THE WEBSITE ARE PROVIDED “AS IS,” AND ARE FOR USE AS CONTRACTED HEREIN. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VDS AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE WEBSITE, THE MATERIALS, AND THE GOODS AND SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FiTNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. VDS AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE website and the GOODS, SERVICES AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY accessing or USING THE WEBSITE AND/OR THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VDS AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER VDS NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VDS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY VDS, THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN “AS IS” BASIS. VDS EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO THE QUALITY OF GOODS AND/OR SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. YOU USE THIRD PARTY PROVIDERS AND AFFILIATED SERVICES AT YOUR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES.
You shall defend and indemnify VDS and its Third Party Providers against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) against VDS or its Third Party Providers arising out of or in connection with a claim by a third party related to you. VDS shall have no indemnification obligation or other liability for any claim of infringement arising from (a) use of the Website and/or the goods, services or Materials associated with the Website; (b) the combination of the Website and/or the goods, services or Materials associated with the Website with any other products, services, or materials; or (c) any third party products, services, or materials.
You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Website, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which VDS controls and operates the Website and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.
VDS may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in VDS’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in VDS’s account information. You may give notice to VDS at any time by letter sent by letter delivered by registered mail with return receipt to: 515 S. Figueroa Street, Suite 1900, Los Angeles, California 90071. All notices shall be deemed to have been given four days after mailing or 36 hours after sending by confirmed facsimile or email.
Any action related to this Agreement will be governed by California law and controlling U.S. Federal law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Website shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California and to arbitration as stated herein. At the request of VDS, any controversy or claim related to this Agreement (“Claim”) may be resolved by arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the “Act”). The Act will apply even though this Agreement provides that it is governed by the laws of California. Arbitration proceedings will be determined in accordance with the Act, the rules and procedures for the arbitration of financial services disputes of JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof (“JAMS”), except that discovery in said arbitration shall be limited in scope to the specifics of liability on the Claim, and any discovery related to damages calculations or any financials shall be withheld until after liability has been decided by the arbitrator(s). In the event of any inconsistency between the JAMS rules and this paragraph, the terms of this paragraph shall control. The arbitration shall be administered by JAMS and conducted in Los Angeles County, California. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars, upon the request of VDS, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement. This paragraph does not limit the right of VDS to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. In the event of any dispute (whether or not arbitrated), the prevailing party shall be entitled to reasonable costs and attorneys’ fees.
This Agreement represents the parties’ entire understanding relating to the use of the Website and supersedes any prior or contemporaneous, conflicting or additional, communications. VDS reserves the right to change these Terms or its policies relating to the Website at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Your continued use of the Website after any such changes and/or postings shall constitute your consent to such changes. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between VDS and you as a result of these Terms or use of the Website. You may not assign this Agreement without the prior written approval of VDS. Any purported assignment in violation of this section shall be void. VDS reserves the right to use Third Party Providers in the provision of the Website and/or the goods, service and/or Materials associated therewith. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by VDS.
Elements of the Website are protected by copyright, trademark, trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website may be copied or retransmitted unless expressly permitted by VDS. The Vendor Direct Solutions, LLC trademark and/or other identifiers referenced herein are trademarks of VDS and/or its affiliates, and may be registered in certain jurisdictions.
Copyright © 2017 Vendor Direct Solutions, LLC. All rights reserved.
If you have any questions about these Terms, or if you would like to request permission to use any Materials, please contact our Customer Service Department.