Terms of Service

Terms of Service

1. Acceptance of Terms

The services offered at vendorsnc.com ("VNC"), owned and operated by Vendors North Carolina, LLC, is provided to you ("User") under the terms and conditions of this VNC Terms of Service ("TOS"), and any operating rules or policies that may be published by VNC at the URL: www.vendorsnc.com (the "Service"). The TOS comprises the entire agreement between User and VNC and supersedes all prior agreements between the parties regarding the subject matter contained herein. BY COMPLETING THE REGISTRATION PROCESS, OR USING VNC, USER INDICATES THAT USER IS AT LEAST 18 YEARS OF AGE AND THAT USER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.

2. Description of Service

VNC provides User with a variety of traditional and online services, including but not limited to the capability to procure and manage vending services and vending commission arrangements at qualified User designated locations across North America (VNC reserves the right to not provide vending services at any location in its sole discretion). Commission rates vary by geographic location, service type, product pricing, property type, property demographics, etc. User will earn commissions based on Qualifying Revenues according to referral fee schedules to be established by VNC in its sole discretion and amendable at any time, for any reason whatsoever. "Qualifying Revenues" are revenues collected by VNC (or its agents) from sales of Qualifying Products, excluding refunds, spoilage fees, sales/use tax, etc. VNC will pay User commissions on a quarterly basis. Approximately 45 days following the end of each calendar quarter, VNC will send User (or its designee(s)) a check for the commissions earned in the preceding quarter, subject to VNC's standard terms and conditions. However, if the commissions payable to User (or its designee(s)) for any calendar quarter are less than $25, VNC may withhold payment indefinitely, or until the total amount due is at least $25. In calculating commissions, VNC may deduct/add corresponding commissions from User's next quarterly payment for any adjustments attributed to revised Product sales information from prior periods. User may receive commission payments in the form of reduced pricing, i.e., pricing that is below current market levels, as established by VNC in its sole discretion (e.g., currently $1.25 for 20 ounce beverage packaging and $0.75 for 12 ounce beverage packaging). In these instances, any cash payment due User is permanently forgone in lieu of maintaining product pricing at below-market levels.

VNC does not charge User for the Service. In consideration for this Service, User agrees to: (1) not permit the sale of similar vended items at User designated locations except through VNC-controlled vending equipment, (2) provide certain current, complete, and accurate information about User as prompted to do so by the Service; and (3) maintain and update this information as required to keep it current, complete and accurate. All information requested during User's original sign-up shall be referred to as "Registration Data." If any Registration Data provided by User is inaccurate, VNC reserves the right to terminate User's account and rights to use the Service.

3. Registrant Obligations

VNC may modify or discontinue the Service with or without notice to User. VNC shall not be liable to User or any third party should VNC modify or discontinue the Service. VNC may change the terms and conditions of the TOS from time to time. Upon any substantive change in the terms and conditions of the TOS, VNC may notify User via e-mail, and/or by posting an announcement of the changes and a link to the new TOS on the start-up screen upon User's subsequent use of the Service (commission rate modifications shall not be deemed "substantive" in nature , and may be made without providing said notice to User). User will be asked to review the new TOS. User acknowledges and accepts the TOS by continuing to use the Service.

4. Vendorsnc.com Privacy Policy

It is VNC's policy to respect the privacy of its Users. VNC may disclose User's Data, the contents of User's private communications, or the contact information of User's guests if required to do so to fulfill the service requirements of User, if required to do so by law, or in the good faith belief that such action is necessary to protect and defend the rights or property of VNC. Furthermore, VNC may, and User acknowledges, agrees, and consents to the use of his or her information, including the transfer of information to third parties, for certain marketing purposes. User's ability to access his or her personal information is limited to that information contained in User's account profile, which User can update or change at any time by visiting User's Member Profile page.

5. Member Account, Password & Security

Once User registers for the Service, User will receive a password and an account. User is responsible for maintaining the confidentiality of User's password and account. Furthermore, User is entirely responsible for any and all activities that occur under User's account. User may change User's password at any time by following instructions; User may also set up a new account at User's convenience. User agrees to immediately notify VNC of any unauthorized use of User's account or any other breach of security known to User. This site has industry standard security measures in place to protect the loss, misuse and alteration of the information under our control and we make good faith efforts to store the information collected by the VNC service in a secure operating environment that is not available to the public, but we cannot guarantee complete security.

6. Member Conduct

VNC reserves the right, but does not assume the responsibility, to monitor or review User conduct on the Service. User's use of the Service is subject to all applicable local, state, national and international laws and regulations.

User agrees:

(1) not to use the Service for illegal purposes (including without limitation, gambling or betting);
(2) not to interfere or disrupt networks connected to the Service; and
(3) to comply with all regulations, policies and procedures of networks connected to the Service. The Service makes use of the Internet to send and receive certain messages; therefore, User's conduct is subject to Internet regulations, policies and procedures.

User agrees not to:

Transmit through the Service any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, or otherwise objectionable material of any kind or nature;

Invade another's privacy or violate rights of publicity or intellectual property rights (including but not limited to copyright, trademark and patent rights) while using the Service;

Transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;

Interfere with another User's use and enjoyment of the Service or another entity's use and enjoyment of similar services;

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message;

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a User of the Service any directory of VNC's Users or other User or usage information or any portion thereof other than in the context of User's use of the Service as permitted under the TOS;

Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;

Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;

Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or

Engage in any other conduct which, in VNC's sole discretion, is considered unauthorized or objectionable.

7. Notices

VNC may give notice to its Users by e-mail, a posting on the site, or other reasonable means. A User must give notice to VNC in writing via e-mail or as otherwise expressly provided by VNC. VNC may broadcast, distribute or display notices or messages through the Service to inform User of changes to the TOS, the Service, or other matters of importance; such broadcast, distributions or displays shall constitute notice to User.

8. Term and Termination

The initial term of Service shall be one month. Thereafter, the term shall be automatically extended for additional one month periods. Unless otherwise specified in writing, either party may terminate the Service with or without cause at any time and effective immediately upon written notice to the other party. VNC shall not be liable to User or any third party for termination of Service. Should User object to any terms and conditions of the TOS or any subsequent modifications thereto or become dissatisfied with the Service in any way, User's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service registration; and (3) notify VNC of termination. Upon termination of the Service, User's right to use the Service and Software shall cease immediately. User shall have no right and VNC will have no obligation to provide Service hereunder. Sections 9-15 shall survive termination of the TOS.

9. Indemnification

User agrees to indemnify and hold VNC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's use of the Service, the violation of this TOS by User, or the infringement by User (or other User of the Service using User's computer) of any intellectual property or other right of any person or entity.

10. Ownership of Vending Equipment

VNC may give notice to its Users by e-mail, a posting on the site, or other reasonable means. A User must give notice to VNC in writing via e-mail or as otherwise expressly provided by VNC. VNC may broadcast, distribute or display notices or messages through the Service to inform User of changes to the TOS, the Service, or other matters of importance; such broadcast, distributions or displays shall constitute notice to User.

11. DISCLAIMER OF WARRANTIES

USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VNC EXPRESSLY DISCLAIMS 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. VNC MAKES NO WARRANTY THAT THE SERVICE WILL MEET USER REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VNC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. USER ACKNOWLEDGES THAT VNC DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS OR THIRD PARTIES ON OR THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO VNC FROM THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN WRITING, VNC ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS) THROUGH THE SERVICE. USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. VNC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM VNC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER.

12. LIMITATION OF LIABILITY

VNC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF VNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PROCURED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO WITH VNC OR A THIRD PARTY (INCLUDING BUT NOT LIMITED TO THIRD PARTY VENDING OPERATORS) THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA. USER SPECIFICALLY AGREES THAT VNC IS NOT RESPONSIBLE OR LIABLE TO USER OR ANYONE ELSE FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT OF VIOLATION OF ANOTHER'S RIGHTS BY ANY OTHER PARTY ON THE SERVICE, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

13. No Resale or Commercial Use of the Service

User's right to use the Service is personal to User. User agrees not to resell or make any commercial use of the Service without the express consent of VNC.

14. Language

It is the express wish of the parties that the TOS and all related documents have been drawn up in English. C'est la volente expresse des parties que la presente convention ainsi que les documents qui s'y rattachent soient rediges en anglais. VNC makes no representation that materials on the Service are appropriate or available for use in locations outside of the United States, and access to them from territories where their content is illegal or otherwise regulated is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

15. General Provisions

The TOS shall be governed by and construed in accordance with the laws of the state of Maryland, excluding its conflict of law provisions. User and VNC agree to submit to the exclusive jurisdiction of the courts of the state of North Carolina, provided, however, that either party may elect to settle any litigation in any way arising out of or relating to the TOS by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. If elected, such arbitration shall be conducted in Raleigh, North Carolina, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. If any provision(s) of the TOS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. VNC's failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by VNC in writing. User and VNC agree that any lawsuit arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the TOS are solely used for the convenience of the parties and have no legal or contractual significance.