1. Purpose of the Vendorin Network

    The purpose of Vendorin is to provide a network and supporting services which allow companies to organize their internal business information (referred to as “content”) into a web-based profile (a “Vendorin Profile”) which can be easily managed over time and securely shared with business partners around the world.

    It is intended that you only link your Vendorin Profile with other companies you currently know and with whom you must periodically share business information to support your ongoing business relationship.

  2. What a Subscriber Must Do

    • Provide & Maintain Connectivity. You must provide and maintain telecommunication, high-speed internet, and any other equipment or software necessary to connect to and access the Services via your connection to the worldwide web. 
    • Use for Intended Purpose Only. We provide you with Services that facilitate the sharing of Content with other companies. You are not required to share Content with other companies, but if you elect to share Content you must only attempt to link with companies from whom you currently buy goods and services or with companies to whom you currently sell goods and services. Any other attempt to link is a violation of this Agreement.
    • Provide Accurate Information. You must ensure that any Content you include in your Vendorin Profile is accurate to the best of your knowledge. 
    • Respond to Notifications. You must review and respond to all notifications delivered through the Vendorin Network in a timely and accurate manner.
    • Maintain Password Security. You must maintain the security and confidentiality of the password(s) used to access your Vendorin Profile. You should not share your password with others or use anyone else’s password. You are responsible for anything that happens as a result of the use of your password to access your Vendorin Profile.
    • Grant a License. When you activate your Vendorin Profile, you are granting Vendorin a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub licensable, fully paid up and royalty-free right to share the Content in your Vendorin Profile with companies you have agreed to share you Profile with by establishing a Link on the Vendorin Network, without any further consent, notice or compensation.
    • Use at Your Own Risk. You agree that your use of the Services is at your own risk, including any reliance on the accuracy, completeness, or usefulness of any Content or any profile on the Vendorin Network. You agree that if you rely on any Content or any profile on the Vendorin Network, it is solely at your own risk.
    • Interstate Data Transmission. You acknowledge that use of the Services results in interstate data transmissions because of Vendorin’s network architecture, business practices and the manner in which electronic communications are processed.
    • Compliance with Government Regulations. You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
    • Indemnify Vendorin. You agree to indemnify and hold Vendorin and its affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you access, submit, post, transmit or otherwise make available through the Services, your use or misuse of the Services, your connection to the Services, your violation of the Agreement, or your violation of any rights of another.
  3. What a Subscriber May Do

    • Use the Services. Subject to the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, non-sub licensable, non-assignable license to access and use the Services for their intended purpose.
    • Allow ACH Credit Payments To the extent your Vendorin Profile includes electronic payment information for bank accounts (each referred to as a “Transaction Account”) into which you accept electronic fund transfers (“EFT”) you authorize any company with whom you share such Content through the establishment of a Link on the Vendorin Network to make payments by electronic fund transfer into your designated Transaction Account. In addition, you agree to provide an accurate and complete Financial EDI Authorization Form (“EDI Form”) and provide thirty days written notice of any changes to payment instructions on your EDI Form. Such properly executed changes shall become effective fifteen days after receipt by us.
  4. What a Subscriber May Not Do

    As a condition of our providing you access to and continued use of the Services, you must agree not to engage in any of the following.

    • Activity that is in violation of this Agreement or is unlawful, harmful, threatening, abusive,harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
    • Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
    • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
    • Infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    • Activity that may interrupt, destroy or limit the functionality of the Services or of any computer software or hardware or telecommunications equipment;
    • Activity that may disrupt the normal flow of dialogue or act in a manner that negatively affects another Subscriber’s ability to use the Services;
    • Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
    • Intentionally or unintentionally violate any applicable local, state, national or international law and any regulations having the force of law;
    • Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and/or
    • Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the above paragraphs.
  5. What Vendorin Must Do

    • Provide Access to the Services. Assuming you meet all of your obligations under this Agreement, we must provide you with access to the Services as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue, partially or entirely, or change and modify prices. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Vendorin and all related items.
  6. What Vendorin May Do

    • Use Content You Provide. If you choose to provide any Content in your profile on the Vendorin Network, you agree that we may share the Content and preferred payment method in your Vendorin Profile by establishing a Link to a Vendorin client on the Vendorin Network, without any further consent, notice or compensation.
    • Ownership and Control. Unless otherwise noted, all Content within Profiles on the Vendorin Network is the property of the Profile Holder and may only be shared by establishing a Link to a Vendorin client on the Vendorin Network. All software used on and provided by the Services is the property of Vendorin, Inc. and protected by United States and international copyright laws. Subject to the terms of this Agreement, we hereby grant Subscriber a limited, non-exclusive, non-sub licensable, non-assignable license to download, install and use Services for Subscriber’s business use only. Subscriber may not attempt to discover any source code, modify, publish, adapt, transmit, participate in the transfer or sale, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, create derivative works from, or in any way exploit any of the Services, in whole or in part. Downloading or copying Services and/or Content for other than business use is expressly prohibited without the prior written permission of Vendorin or any other copyright owner. Subscriber acknowledges that Subscriber does not acquire any ownership rights by downloading or copying any of the Services and/or Content, nor may Subscriber frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Services or use any meta tags or any other hidden text utilizing Vendorin’s names or trademarks, without Vendorin’s express written consent.
    • Enforce Our Privacy & Security Policy. Our Privacy & Security Policy governs the collection and use of certain information that will be obtained by Vendorin as Subscriber uses the Services. Please review our Privacy & Security Policy at https://www.vendorin.com/privacy-policy before you use the Services.
    • Terminate Your Access. You agree that we may, under certain circumstances and without prior notice, immediately terminate your access to the Services. Cause for such termination shall include, but not be limited to, (i) breaches or violations of this Agreement or other incorporated agreements or guidelines, (ii) requests by law enforcement or other government agencies, (iii) a request by you, (iv) discontinuance or material modification to the Services (or any part thereof), (v) unexpected technical or security issues or problems, (vi) extended periods of inactivity, (vii) engagement by you in fraudulent or illegal activities, and/or (viii) nonpayment of any fees owed by you in connection with the Services. Termination includes removal of your access to all offerings within the Services and barring your further use of the Services. You agree that all terminations for cause or convenience shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination or access to the Services.
    • Disclose your Account Information.You acknowledge, consent and agree that we may access, preserve and disclose your account information (if such information exists) if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any of your acts violate the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Vendorin LLC, its users and the public.
    • Allow Third Party Service Providers. The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such third party site or resource.
    • Your Use of Third Party Services. Your dealings with, or participation in promotions of, advertisers and/or companies found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser and/or company. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers and/or companies on the Services.
  7. Disclaimer

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VENDORIN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.

    VENDORIN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES, CONTENT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM THE SERVICES OR ON THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR WILL BE ACCURATE OR RELIABLE; (ii) THE QUALITY OF SERVICES, CONTENT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (iii) ANY ERRORS IN THE SERVICES (INCLUDING ANY SOFTWARE) WILL BE CORRECTED.

    ANY MATERIAL UPLOADED, TRANSMITTED, OR DOWNLOADED FROM THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CONTENT, FILES, OR SOFTWARE, OR MATERIAL OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS USED AND/OR ACCESSED AT YOUR OWN DISCRETION AND RISK; AND VENDORIN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO ANY COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM THE USE OF THE SERVICES OR UPLOAD, POSTING, TRANSMITTAL, OR DOWNLOAD OF CONTENT, FILES, OR SOFTWARE OR OTHER MATERIAL OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VENDORIN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

  8. Limitation of Liability

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT VENDORIN, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VENDORIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  9. Termination

    You may terminate this Agreement, for any or no cause, at any time, with notice to Vendorin which shall be effective upon our processing such notice. We may terminate this Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. For avoidance of doubt, your access to any Services may be terminated only by Vendorin or Subscriber. Termination includes disabling access to your profile on the Vendorin Network and may also bar you from any future use of our Services.

  10. General Terms

    • Choice of Law. This Agreement and any disputes with us or any Vendorin Affiliate arising out of or relating to this Agreement or Vendorin (“Disputes”) shall be governed by Nebraska law, excluding conflicts of law principles.
    • Agreement to Arbitration. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Omaha, Nebraska, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses.
    • Severability. If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.
    • Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
    • Notices. We may notify you via postings on www.corcentric.com, and via email or any other communications means to contact information you provide to us. You may notify us only via:
      • fax to: 866.429.0146, Vendorin, Inc., Attn: Legal Department
      • certified mail addressed to: Legal Department, 4245 S. 143rd Street, STE 1, Omaha, NE 68137
      • e-mail to: GCOffice@corcentric.com
      Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
    • Amendments. We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting www.corcentric.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 9 hereof.
    • Entire Agreement. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
    • Failure to Act. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, waivers or other acts or omissions by any Vendorin Affiliate shall be deemed legally binding on any Vendorin Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Vendorin, Inc.
    • No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Service.
    • Marks. Without our prior, written consent, you agree not to display or use in any manner the Vendorin marks.
    • Beneficiaries: Vendorin Affiliates are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.
    • Assignment and Delegation: You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially.