VENDOR SELF SERVE PROGRAM SUBSCRIPTION SERVICES TERMS AND CONDITIONS
These Vendor Self Serve Program Subscription Services Terms and Conditions (the "Terms") constitute an agreement (the "Agreement") between VerticalScope Inc. ("VerticalScope") and the sole proprietorship, corporation or other legal entity entering into this Agreement ("Vendor"), governing Vendor's access to and use for business purposes of VerticalScope's subscription services as an official vendor, as further detailed below (the "Services").
BY REGISTERING FOR OR USING THE SERVICES, VENDOR: (A) AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT; AND (B) REPRESENTS AND WARRANTS THAT THE ADVERTISER IS OBTAINING THE SERVICES SOLELY FOR THE PURPOSES OF ITS BUSINESS (AND NOT FOR COMPETITIVE, PERSONAL OR CONSUMER PURPOSES).
Services. The Services offered or provided to Vendor by VerticalScope include a variety of self-service tools that Vendor may use when logged into its Account on an online community or other website owned or operated by VerticalScope or its affiliates (the "Web Property"), to promote Vendor's business. The Services vary depending on the Plan subscribed to by Vendor. Use of the Services is limited to the specific Web Property on which the Account is registered. All Services shall be governed by this Agreement. VerticalScope reserves the right to determine and control all aspects and functionalities of the Services and any Web Property, including the right to re-design, modify, discontinue offering or restrict access to any or all aspects of any of them at any time at its sole discretion and without notice.
Vendor Responsibilities. Vendor hereby represents and warrants to VerticalScope that:
The practices enumerated above are intended as minimum restrictions and obligations relating to Vendor's acceptable use of the Services and are not intended to be exhaustive. Any behavior that violates any laws, the specific rules of any Web Property or the accepted norms of the Internet community, whether or not mentioned in this Agreement, is prohibited. To inquire about the permitted and prohibited use policies and other rules applicable to any Web Property (including any forum), Vendor may email VerticalScope Client Services at [email protected].
Payment. Vendor agrees to pay all applicable fees for use of the Services as per the Plan selected by Vendor, in accordance with the payment terms indicated for such Plan.
Vendor authorizes VerticalScope to charge the recurring monthly or yearly fees payable by Vendor to VerticalScope automatically to the credit card, PayPal account or other payment method (if available) provided by Vendor through the Account registration process or such other payment method that Vendor may provide to VerticalScope thereafter. In the event that Vendor's primary payment method does not accept the charges, Vendor authorizes VerticalScope to charge any amounts on any available secondary payment method in order to avoid the interruption of the Services. Vendor represents that all payment information provided by Vendor through the Account registration process or at any time thereafter is and will be valid. It is Vendor's responsibility to ensure that the payment method information remains up to date, including credit card expiry dates. If a credit card has expired and Vendor does not update the credit card information prior to the next payment due date, Vendor will be downgraded to a free plan.
Licence. Vendor hereby grants to VerticalScope a non-exclusive, non-transferable, revocable, worldwide, royalty-free and fully-paid up license, with right to sublicense, to copy, reproduce, modify and otherwise use Vendor's intellectual property (including any trademarks and copyrighted material) in connection with the provision of the Services during the term of this Agreement. As between the parties hereto, such intellectual property rights are the sole and exclusive property of Vendor and, other than as expressly set out in this Agreement, Vendor retains all right, title and interest therein. Vendor also grants to VerticalScope the limited right to use Vendor's trade name, trademark and/or logo to identify Vendor as a customer within VerticalScope's marketing, advertising and corporate disclosure materials.
Indemnification. Vendor agrees to indemnify and hold VerticalScope and its affiliates, and each of their respective officers, directors, employees and agents harmless from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable attorney fees) (collectively "Claims") which in any way may result from or arise in any manner out of: (a) Vendor's participation in or use of the Services; (b) Vendor's actual or alleged breach of any representation, warranty or obligation under this Agreement; (c) any Vendor Content posted by Vendor in connection with the Services, including, but not limited to, any Claim alleging that the Vendor Content (i) misappropriates a third party's name, contains libelous or defamatory content or violate a third party's right of privacy or publicity, (ii) infringes upon such a third party's copyright, trademark or other intellectual property right, or (iii) violates any federal, state/provincial or local law, statute, ordinance, rule or regulation.
Limitation of Liability. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTICALSCOPE OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY COSTS, DAMAGES OR EXPENSES IN RELATION TO LACK OF AVAILABILITY, LOST PROFIT OR LOST DATA, RELATED IN ANY WAY TO THIS AGREEMENT AND/OR THE PROVISION OF THE SERVICES OR THE FAILURE TO PROVIDE THE SERVICES. VERTICALSCOPE'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED AT ANY TIME $100.
Disclaimer of Warranties. AS DESCRIBED IN THIS AGREEMENT, ALL ASPECTS OF THE SERVICES, INCLUDING BUT NOT LIMITED TO WEB PROPERTY UPTIME OR AVAILABILITY, ARE PROVIDED "AS IS". VENDOR'S USE OF THE SERVICES IS AT ITS OWN RISK. VERTICALSCOPE DOES NOT WARRANT THAT THE WEB PROPERTIES, THE SERVICES AND ANY FUNCTIONALITY PROVIDED IN CONNECTION WITH THE SERVICES WILL MEET VENDOR'S REQUIREMENTS, BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. VERTICALSCOPE, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS OR LICENSORS OR SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, LEGAL, STATUTORY OR IMPLIED, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION (A) OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT IN RELATION TO THE SERVICES OR WEB PROPERTY OR (B) THAT THE SERVICES OR WEB PROPERTY CONTAIN ACCURATE, RELIABLE, OR QUALITY CONTENT (INCLUDING IN RESPECT OF VISITOR REQUESTS) IN OR LINKED TO THE SERVICES.
Intellectual Property Infringement. VerticalScope, when made aware of possible copyright or other intellectual property infringement by Vendor in connection with the Services, may at its sole discretion initiate an investigation into the copyright or other intellectual property infringement allegations. Should VerticalScope determine, in its sole discretion, that Vendor is infringing a copyright or other intellectual property right of a third party, VerticalScope may either suspend or cancel Vendor's access to the Services.
Termination. This Agreement remains in force until terminated by either party. VerticalScope reserves the right to terminate this Agreement or any of the Services provided to Vendor at any time and for any reason. VerticalScope also reserves the right to immediately cancel or temporarily suspend Vendor's access to the Services without notice in cases where (i) Vendor is in violation of the terms of this Agreement, or (ii) Vendor's behavior is likely to negatively impact the commercial reputation of VerticalScope, its affiliates or any of its partners, as determined by VerticalScope at its sole discretion.
Vendor may terminate this Agreement or its subscription to any Service within the Plan and Payment tab or by contacting VerticalScope Client Services at pr[email protected]. Any termination by Vendor will be effective as of the next billing date, with no proration or refunds available for pre-paid or past amounts due.
Modifications. VerticalScope may modify, revise, change or amend any of the terms and conditions contained in this Agreement and any of its policies or guidelines governing the Services at any time and in its sole discretion, without notice. If VerticalScope makes a material change to its Services, VerticalScope will inform Vendor, provided that Vendor has subscribed with VerticalScope to be informed of such a change. VerticalScope reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy or rule governing the Service, at any time by posting a change notice or new terms on the Web Property. Vendor is responsible for reviewing these notices and/or new terms and informing itself of all applicable changes. Modifications may include, for example, changes in payment procedures and policies. VENDOR'S CONTINUED USE OF THE SERVICES FOLLOWING A MODIFICATION TO THESE TERMS BY VERTICALSCOPE WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
General. The laws of the Province of Ontario, excluding its conflicts of law rules, and the federal laws of Canada applicable therein govern this Agreement. For any disputes arising out of or in relation to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts of competent jurisdiction in the City of Toronto, Province of Ontario. The parties agree to waive their right to a jury trial. This Agreement may not be modified by Vendor except by a writing executed by VerticalScope. This Agreement will enure to the benefit of and will be binding upon each party's successors and assigns. This Agreement may be assigned by VerticalScope but may not be assigned by Vendor without the prior express written consent of VerticalScope. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof would be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein. The failure to enforce any provision of this Agreement will not constitute a waiver of any term. VERTICALSCOPE SHALL NOT BE LIABLE FOR ANY INABILITY TO PERFORM ANY OF ITS OBLIGATIONS UNDER THESE TERMS DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL.
Effective: July 08, 2021