TERMS OF USE

Welcome to the Vendorflock Website (https://www .vendorflock.com/) and related mobile application (collectively “Website”) of Tiki Time Technology LLC, a Wisconsin limited liability company (“Vendorflock”). These Terms of Use (“Terms of Use”) set forth an agreement between you and the Vendorflock that governs your use of the Website and the services provided through the Website (“Services”). The terms “User,” “You,” “Your,” or “Yourself” refer to all users of the Website. By accessing the Website and any pages thereof, You hereby consent to and accept these Terms of Use. If You do not agree to these Terms of Use, You may not use the Website.

Notice. California Users: You may cancel Your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date You subscribed. Please contact Vendorflock at legal@vendorflock.com for help cancelling Your account. If You subscribed using an Apple ID or Google Account, You will need to cancel Your subscription with them directly.

INTRODUCTION

Vendorflock will from time-to-time make changes to the Terms of Use. When changes are made, Vendorflock shall post such changes to its Website via a banner and request that all Users review the changes. Vendorflock will also send you a notification regarding the changes via email. Then, Your continued use of the Website, or any services accessible through it after such posting or notification, shall serve as Your explicit consent to the modifications. If You do not agree to the modifications, You may not use the Website.

Your interactions with Vendorflock are further governed by the Vendorflock Privacy Policy, a link to which can be found on the Vendorflock Homepage (“Privacy Policy”).

If You violate any of these Terms of Use, Vendorflock may terminate Your right to use the Website and Services, at its sole discretion.

ELIGIBILITY

In order to use Vendorflock’s Services, You may be required to create an account. By creating an account, you represent and warrant that:

1. You are at least eighteen (18) years of age;
2. You are located within the United States and are a United States resident;
3. You can form a legally binding contract with Vendorflock;
4. You will comply with these Terms of Use and all applicable local, state, national and international laws, rules and regulations;
5. You have never had your food serving license revoked because of negligence or criminal action;
6. You have never been removed from a premise or asked to leave a premise while performing as a vendor;
7. You are not listed on any U.S. Government list of prohibited or restricted parties;
8. You are not prohibited by law from using Vendorflock’s Services;
9. You do not have more than one account with Vendorflock; and
10. Your right to use Vendorflock’s Services has never been terminated by Vendorflock.

By creating an account you agree to:

1. Use the latest version of the Website;
2. Be respectful in Your communications with other users and Vendorflock employees; and
3. Protect the security of Your account credentials.

ACCOUNT SECURITY

The Website is authorized for Your exclusive use via a unique username and password that You will create during the sign-up process. You shall provide true, accurate, current and complete information about Yourself during sign up and as prompted by the registration form.

You are responsible for maintaining the confidentiality of Your account, usernames and passwords, and for restricting access to Your computer. You agree to accept responsibility for all activities that occur under Your account. You shall not allow others to use Your username and password and must immediately notify Vendorflock of any unauthorized use of Your account or credentials. If You do not immediately notify Vendorflock of any breaches of security to Your account, then Vendorflock may terminate Your right to use the Website and Services, at its sole discretion.

UNAUTHORIZED USE

The integrity and continuation of the Website and Services are dependent on You. By agreeing to these Terms of Use You agree that You will not:

1. Monitor, gather or copy any content on this Website by using any robot, “bot,” spider, crawler, spyware, engine, device, software, extraction tool or any other automatic device, utility or manual process of any kind;
2. Copy, modify or distribute any portion of the Website;
3. Use the Website to process data on behalf of any third party that is not subject to these Terms of Use or the underlying agreements and licenses;
4. Frame or utilize framing techniques to enclose any trademark or other proprietary information (including, without limitation, any images, text or page layout of the Website);
5. Engage in any activities through or in connection with this Website that seek to attempt to harm others or are unlawful, offensive, obscene, threatening, harassing, abusive or that violate any right of any third party;
6. Attempt to circumvent the security systems of the Website;
7. Attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any server controlled or utilized by Vendorflock;
8. License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Website available to any third party;
9. Upload or submit any data or information that contains viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment;
10. Engage in any activity that interferes with a user’s access to this Website or the proper operation of this Website;
11. Expressly or implicitly impersonate any person or entity;
12. Misrepresent Your identity, or any other details about Yourself; or
13. Resell or transfer the Website, or use of, or access to the Website to any third-party.

The above list constitutes “Unauthorized Use.” Users are responsible for reporting any perceived Unauthorized Uses of the Website. If Vendorflock becomes aware that You are engaging in any of the prohibited activities listed above, or other conduct, which Vendorflock, in its sole discretion, decides is harmful to Vendorflock or the Website, Vendorflock reserves the right to revoke Your right to the Website and Services.

PROHIBITED CONTENT

By agreeing to these Terms of Use You agree that You will not post or share content on our Website or in any way using our Services that:

1. Could be deemed offensive or is likely to harass, upset, annoy, embarrass, or alarm another person;
2. Contains nudity, is pornographic, obscene, violent or otherwise offensive to human dignity;
3. Is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred, bigotry, or physical harm of any kind against any group or individual;
4. Encourages or facilitates any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offense;
5. Is untrue, defamatory or libelous;
6. That contains the copyrighted material of others, or otherwise infringes upon any third party’s intellectual property rights;
7. That infringes upon the privacy rights of third parties;
8. Relates to commercial or advertising activities including, but not limited to, sales, competitions, promotions, advertising, solicitation for services, “sugar daddy” or “sugar baby” relationships, or links to other websites;
9. Is used for or in connection with spamming, phishing, trolling, or similar activities;
10. Includes the image or likeness of another person without that person’s consent (or in the case of a minor, the minor’s parent or guardian);
11. Is inconsistent with the intended use of the Services;

The list above constitutes “Prohibited Content”. Users are responsible for reporting any perceived instances of the posting or sharing of Prohibited Content. Vendorflock may, in its sole discretion, terminate or suspend Your account for uploading, posting, or sharing Prohibited Content on Vendorflock’s Website or Services.

REPORTING UNAUTHORIZED USE AND PROHIBITED CONTENT

You are responsible for reporting perceived instances of Unauthorized Use and the posting or sharing of Prohibited Content. You may submit a report by contacting Vendorflock Customer Service at service@vendorflock.com.

YOUR CONTENT

Any content uploaded, provided, or otherwise made available by You while using the Website or Services is “Your Content.” Your Content includes, without limitation, any and all images, video, audio, text, and other materials submitted through third-party sources or that have been provided in Your messages or profile.

By agreeing to these Terms and Conditions, You represent and warrant that Your Content is true, accurate, and current. By agreeing to these Terms and Conditions, You further represent and warrant that You have all of the required licenses and rights to upload Your Content. By uploading Your Content, You automatically grant Vendorflock a license and permission to use Your Content.

You are exclusively responsible and liable for Your Content. You agree to indemnify, defend, release, and hold Vendorflock harmless from any claims made in connection with Your Content.

Your Content will be visible to others. Thus, Vendorflock recommends that You exercise extreme caution when uploading Your Content, especially personal information, and that You only share content that You are comfortable with and want others to see. You agree that Your Content will be visible to others and that Your Content may be shared by others to third parties. You further agree that You will not share any personal contact or financial information. Any personal information shared by You is done so at Your own risk.

Vendorflock is under no obligation to permit the upload of Your Content or to review Your Content. Vendorflock may monitor and review Your Content at any time. It is in Vendorflock’s sole discretion whether or not to allow the display of Your Content. Vendorflock, at any time, for any reason, may edit, delete, remove, block, or prevent access to any of Your Content.

OTHER USERS’ CONTENT

Any content uploaded, provided, or otherwise made available by other Users while using the Website or Services is “Other User’s Content.”

You have no rights to Other Users’ Content. You may only use Other Users’ Content in ways that comply with the Website, Services, and Your contractual agreements with Vendorflock. You are prohibited from using and copying Other Users’ Content to spam, harass, or make any threats, or for commercial purposes.

Vendorflock may terminate Your account and use of and access to the Website and Services for misuse of Other Users’ Content.

INTELLECTUAL PROPERTY

It is crucial to the continuation of Vendorflock’s Services that You do not copy or share Vendorflock’s legally protected information. By accessing our Website and Services You agree that You will not copy or share Vendorflock’s intellectual property unless given express written consent to do so by Vendorflock.

Vendorflock, unless otherwise indicated, owns, controls, or licenses the trademarks, service marks, registered service marks or registered trademarks and logos (each referred to as “Marks”) which are displayed on the Website. With the exception of Your Content, Other Users’ Content, and other expressly noted content, Vendorflock owns all right, title, and interest to the Website and all content and works of authorship displayed on the Website including without limitation photos, text, icons, source code, video, software, graphics and sound recordings (including how such information and materials are arranged on the Website) (together with the Marks referred to as “Vendorflock IP”).

Vendorflock IP is protected by United States trademark, copyright and/or other laws. You are authorized to use Vendorflock IP in conjunction with the Services and only for Your own purposes. You may not copy, distribute, disseminate, disclose to third-parties, sell, reproduce, display, link to, create derivative works of or republish Vendorflock IP, the Website, or any portion of the Website for any commercial or public purpose without Vendorflock’s prior express written consent.

REPORTING COPYRIGHT INFRINGEMENT

In accordance with the Digital Millennium Copyright Act (the “DMCA”), Vendorflock requires that You report any content that You believe infringes upon Your intellectual property rights. To report infringement please send a notice to legal@vendorflock.com including the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that You believe has been infringed upon;
3. A description of where the material that You believe is infringing is located, sufficient to allow Vendorflock to find the material;
4. Your contact information, including an address, telephone number, and e-mail address;
5. A statement written by You that states that You, in good faith, believe that the specific use of the material that You are reporting is not authorized by the copyright owner, its agent, or the law; and
6. A statement written by You that states that, under penalty of perjury, the information in the notice is accurate and You are the copyright owner or authorized to act on the copyright owner’s behalf.

Vendorflock will terminate the accounts of repeat infringers.

PRIVACY

For information about how Vendorflock collects, uses, and shares Your personal data, please refer to our Privacy Policy. By accessing the Website, You agree that Vendorflock can use Your data in accordance with the Privacy Policy.

RIGHTS VENDORFLOCK GRANTS YOU

Vendorflock grants You a non-exclusive, worldwide, royalty-free, personal, non-assignable, non-sublicensable, revocable license to access and use our Website and Services in a manner compliant with these Terms of Use and all applicable laws.

RIGHTS YOU GRANT VENDORFLOCK

By creating an account, You grant Vendorflock a worldwide, transferable, sub-licensable, royalty-free right and license to host, store, copy, use, display, reproduce, edit, adapt, publish, modify, and distribute Your Content, including any information You authorize Vendorflock to access from third-party sources. Vendorflock’s license to Your Content shall be non-exclusive, except that Vendorflock’s license shall be exclusive with respect to derivative works created through use of the Services. For example, Vendorflock would have an exclusive license to screenshots of the Services that contain Your Content.

You authorize Vendorflock to act on Your behalf with respect to infringing uses of Your Content taken from the Website and Services by other users or third parties. Additionally, You authorize Vendorflock to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on Your behalf if Your Content is taken and used by other users or third parties outside of the Website or Services. Vendorflock is not obligated to take action on use of Your Content by other users or third parties. Vendorflock’s license to Your Content is subject to Your rights under applicable law (for example, laws regarding personal data protection to the extent that the content contains personal information as defined by those laws).

In consideration for Vendorflock allowing You access to and use of the Website and Services, You agree that Vendorflock, Vendorflock’s affiliates and third-party partners may place advertising on the Website. By submitting suggestions or feedback regarding the Services, You agree that Vendorflock may use and share such feedback for any and all purposes without compensating You.

You agree that Vendorflock may access, preserve and disclose Your account information and Your Content 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 these Terms of Use; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to Your requests for customer service; or (v) protect the rights, property or personal safety of the Vendorflock or any other person or group of people.

PURCHASES

Products and services may be offered for purchase through iTunes, Google Play, or other “Third Party Services” authorized by Vendorflock. These purchases are referred to as “Third Party Purchases.” By accessing the Website and Services You agree to comply with the applicable terms and conditions of any Third Party Services. Purchases may also be made through the Website directly (“Internal Purchases”)

AUTOMATIC RENEWALL

If You purchase a subscription, it will automatically renew until You cancel, in accordance with the terms disclosed to You at the time of purchase. If You cancel Your subscription, You will continue to have access to Your subscription benefits until the end of Your subscription period, at which point it will expire.

Because our Services may be utilized without a subscription, canceling Your subscription does not remove Your profile from our Services. If You wish to fully terminate Your membership, You must terminate Your membership as set forth in the Termination section of these Terms of Use.

INTERNAL PURCHASES AND SUBSCRIPTIONS

If You make an Internal Purchase, You agree to pay the price listed in addition to any sales or similar taxes that may be imposed on Your payments. Prices and tax amounts may change from time to time. By providing a “Payment Method” for the purchase, You authorize Vendorflock to charge that Payment Method. Vendorflock may correct any billing errors or mistakes even if Vendorflock has already requested or received payment. If You initiate a chargeback or otherwise reverse a payment made with Your Payment Method, Vendorflock may, in its sole discretion, immediately terminate Your account. If Your chargeback or payment reversal is overturned, please contact Customer Service at service@vendorflock.com.

If Your Internal Purchase includes an automatically renewing subscription, Your Payment Method will continue to be periodically charged for the subscription until You cancel it. After Your initial subscription commitment period, Your subscription will automatically continue for the price and duration You agreed to when You initially subscribed.

To cancel a subscription: You must use the Cancellation Button on the Website. If You cancel a subscription, You may continue to use the cancelled service until the end of Your then-current subscription term. The subscription will not be renewed when Your then-current term expires.

You may edit Your Payment Method information by submitting Your request to service@vendorflock.com. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and You do not update or edit Your Payment Method information or cancel Your subscription, You remain responsible for any uncollected amounts and authorize Vendorflock to continue billing the Payment Method, as it may be updated. This may result in a change to Your payment billing dates. You further authorize Vendorflock to obtain updated or replacement expiration dates and card numbers for Your Payment Method as provided by Your credit or debit card issuer. The terms of Your payment will be based on Your Payment Method and may be determined by agreements between You and the financial institution, credit card issuer or other provider of Your chosen Payment Method.

THIRD PARTY PURCHASES AND SUBSCRIPTIONS

Purchases on the Website may be made through a Third Party Service, such as with an Apple ID or Google account (“Your Third Party Service Account”), and Your Third Party Service Account will be charged for the purchase in accordance with the terms disclosed to You at the time of purchase and with the applicable terms and conditions of Your Third Party Service Account. Some Third Party Services may charge You sales tax, depending on where You live, which may change from time to time.

If Your Third Party Purchase includes an automatically renewing subscription, Your Third Party Service Account will continue to be periodically charged for the subscription until You cancel it. After Your initial subscription commitment period, the subscription will automatically continue for the price and duration You agreed to when You initially subscribed.

To cancel a subscription: If You do not want Your subscription to renew automatically, or if You want to change or terminate Your subscription, You must log in to your Third Party Service Account and follow the Third Party Service’s instructions on how to manage or cancel Your subscription. Deleting the App from Your Device nor deleting Your account with Vendorflock cancels Your subscription. You must cancel it through the Third Party Service. For example, if You subscribed using Your Apple ID, cancellation is handled by Apple, not Vendorflock. If You cancel a subscription, You may continue to use the cancelled service until the end of Your then-current subscription term. The subscription will not be renewed when Your then-current term expires.

If You initiate a chargeback or otherwise reverse a payment made with Your Third Party Service Account, Vendorflock may, in its sole discretion, immediately terminate Your account. If Your chargeback or payment reversal is overturned, please contact Customer Service at service@vendorflock.com. Vendorflock will retain all funds charged to Your Third Party Service Account until You cancel Your subscription through Your Third Party Service Account.

VIRTUAL ITEMS

“Virtual Items” are limited, non-transferable, non-sublicensable, personal, revocable licenses to use or access specific limited-use features available for purchase exclusively from Vendorflock. Virtual Items represent a limited license right governed by these Terms of Use, and, except as otherwise prohibited by applicable law, no title or ownership in or to Virtual Items is being transferred or assigned to You. Any Virtual Item balance shown in Your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of Your license. The license granted to You in Virtual Items will terminate in accordance with the terms of these Terms of Use. These Terms of Use should not be interpreted as a sale of any rights in Virtual Items.

Vendorflock, in its sole discretion, reserves the right to charge fees for the right to access or use Virtual Items. Vendorflock may regulate, control, alter, or eliminate Virtual Items at any time and shall not be held liable for doing so. Virtual Items shall not be transferred or sold in any way.

VIRTUAL ITEMS ARE NOT REFUNDABLE AND PURCHASES OF VIRTUAL ITEMS ARE FINAL. YOU AGREE THAT VENDORFLOCK IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. YOU FURTHER AGREE THAT YOU SHALL NOT RECEIVE COMPENSATION OF ANY KIND FOR UNUSED VIRTUAL ITEMS.

REFUNDS

Charges for all purchases are final and nonrefundable, except if the laws applicable in Your jurisdiction provide for refunds.

The following applies for Users residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin:

You may cancel Your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date You subscribed. In the event that Your death occurs before the end of Your subscription period, Your estate shall be entitled to a refund of that portion of any payment You had made for Your subscription which is allocable to the period after Your death. In the event that You become disabled (to the extent that You are unable to use Vendorflock’s Services) before the end of Your subscription period, You shall be entitled to a refund of that portion of any payment You had made for Your subscription which is allocable to the period after Your disability by providing the company notice at service@vendorflock.com.

To request a refund: Email Vendorflock at service@vendorflock.com.

TERMINATION

You may terminate Your account at any time, for any reason, by following the instructions in “Settings” on the Website. Any Third Party Purchases, however, must be cancelled through Your Third Party Service Account.

Vendorflock reserves the right to investigate, suspend and/or terminate Your account without providing a refund if You violate these Terms of Use, misuse our Services, or behave in a way that Vendorflock deems inappropriate or unlawful, on or off of our Website or Services. Vendorflock reserves the right to make use of any personal, technological, legal, or other means available to enforce these Terms of Use, at any time without liability and without the obligation to give You prior notice.

These Terms of Use survive any termination by You or Vendorflock and remain enforceable between You and Vendorflock. Your information will be maintained and deleted in accordance with Vendorflock’s Privacy Policy.

BACKGROUND CHECKS AND OTHER SCREENINGS

You understand that Vendorflock does not conduct background or identity verification checks of any kind on its users. VENDORFLOCK MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF ITS USERS. You explicitly authorize Vendorflock to conduct any and all background checks and other screenings at any time using public records. You agree that any information You provide to Vendorflock or on the Website may be used for any background check or other screening. You hereby authorize Vendorflock to obtain and use a consumer report about You to determine Your eligibility under these Terms of Use.

You understand that You are solely responsible for Your interactions with other users. Screenings for sex offenders and other background checks and tools do not guarantee Your safety. You agree to follow the Vendorflock Safety Tips in addition to other reasonable safety precautions. Communications received through the Website, including communications sent by Vendorflock, may result from users using the Website and Services for improper purposes, including, but not limited to, fraud, abuse, or harassment. Vendorflock is not responsible for the conduct of any of its users on or off of the Website or Services. You agree to use caution and Your best judgement in Your interactions with other Vendorflock users, whether the interactions be through the Website and Services or off of the Website and Services, including in-person interactions.

DISCLAIMER

THE INFORMATION, MATERIALS AND SERVICES CONTAINED IN THE WEBSITE, INCLUDING TEXT, LINKS, GRAPHICS OR OTHER ITEMS ARE PROVIDED “AS AVAILABLE” and “AS IS.” VENDORFLOCK MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE AND SERVICES HEREUNDER, OR ANY RELATED SERVICE, OR THE FITNESS OF THE WEBSITE AND/OR SERVICES FOR YOUR USE.

VENDORFLOCK MAKES NO GUARANTEES AS TO THE NUMBER OF ACTIVE USERS AT ANY TIME; USERS’ ABILITY OR DESIRE TO COMMUNICATE WITH OR CONTRACT WITH YOU THROUGH THE WEBSITE AND SERVICES.

VENDORFLOCK HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY VENDORFLOCK, ITS EMPLOYEES, LICENSORS OR THE LIKE WILL CREATE A WARRANTY HEREUNDER. ALSO, VENDORFLOCK DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE OR SERVICES PERTAINING TO NON-INFRINGEMENT, SECURITY, ACCURACY, NON-INTERRUPTION AND FREEDOM FROM COMPUTER VIRUS(ES). VENDORFLOCK DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR ADEQUACY OF THE INFORMATION AND MATERIALS ON THE WEBSITE.

VENDORFLOCK MAKES NO REPRESENTATION THAT MATERIALS OR CONTENT ON THIS WEBSITE ARE APPROPRIATE. VENDORFLOCK TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS, OR RECEIVES THROUGH OUR SERVICES NOR DOES VENDORFLOCK TAKE ANY RESPONSIBILITY FOR THE IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF ANY USERS WITH WHOM YOU MAY COMMUNICATION THROUGH VENDORFLOCK. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK. VENDORFLOCK IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, BUT WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL VENDORFLOCK, ITS AFFILIATES, EMPLOYEES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES, (2) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE WEBSITE OR SERVICES; OR (3) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF VENDORFLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE WILL VENDORFLOCK’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO VENDORFLOCK FOR THE SERVICES WHILE YOU HAVE AN ACCOUNT.

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Vendorflock and its respective directors, officers, employees, and agents from and against all claims and expenses (including reasonable attorneys’ fees) arising out of Your violation of these Terms of Use or misuse of the Website or Services.

ADVERTISEMENTS AND THIRD PARTIES

The Website and Services may contain advertisements and promotions offered by third parties and links to other websites and resources. Vendorflock may also provide non-commercial links or references to third parties on the Website or through the Services. Vendorflock is not responsible for the availability or lack of availability of any external websites or resources. Your interactions with third parties will be governed by the terms and conditions of the third party. Vendorflock is not responsible or liable for the terms and conditions or actions of third parties.

GOVERNING LAW

These Terms of Use are governed by and shall be interpreted under the internal laws of the State of Wisconsin excluding its conflict of law principles. Venue and jurisdiction for any federal or state court litigation or any alternative dispute resolution including mediation and arbitration shall be in Portage County, Wisconsin.

ENTIRE AGREEMENT

These Terms of Use together with the Privacy Policy and any additional terms upon purchase, contain the entire understanding between You and Vendorflock and supersedes any and all prior understandings or agreements between You and Vendorflock, written or oral. These Terms of Use may be amended only by a written agreement, signed by both You and Vendorflock, which specifically references these Terms of Use. If any provision in these Terms of Use, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of these Terms of Use, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that Your Vendorflock account is non-transferable and all of Your rights to Your account and its content terminate upon Your death, unless otherwise provided by law. Any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Vendorflock without restriction. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of these Terms of Use, and You may not make any representations on behalf of or bind Vendorflock in any manner.