Terms and Conditions
This Agreement provides the general terms and conditions (the "General Terms and
Conditions") applicable to all services (the "Services") offered by VendorLink,
LLC, a Florida company ("LinkSystems, LLC "), to you through its Web sites located
at www.evendorlink.com, www.myvendorlink.com, www.mylinksystems.com and any and all agency VendorLink websites
(together, the "Site"). THESE GENERAL TERMS AND CONDITIONS ARE SUPPLEMENTED BY AND
SHOULD BE READ IN CONJUNCTION WITH THE SPECIFIC TERMS AND CONDITIONS APPLICABLE
TO SUCH SERVICES. By using any Service, you agree to these General Terms and Conditions
as well as the specific terms and conditions applicable to the Service(s) you are
using. The term "Agreement" means these General Terms and Conditions plus all other
applicable terms and conditions. LinkSystems, LLC reserves the right in its sole
discretion and without notice to amend or modify any of its terms and conditions
under which any Service is being offered to you.
1. USE LIMITATION
Services are intended for your business use only. Access to and use of any Service
is through a combination of a user name and password. LinkSystems, LLC authorizes
you to view the material on the Site solely for your use or use by authorized additional
recipients. Materials from the Site are intended for the exclusive use by you. You
agree that such access will not be shared with others. You may not access any Service
using the name or password of any other party. Unauthorized access to any Service,
or to the telecommunications or computer facilities used to deliver such Service,
is a material breach of this Agreement and may be a violation of law. You assume
all responsibility for any claim, demand or damage resulting from another party
obtaining your password. You shall not attempt to modify, decompile, reverse engineer
or otherwise attempt to gain access to any technology or source code underlying
any Service. By using any Service you represent and warrant that you are (a) authorized
to form legally binding contracts under applicable law and that the information
you provide is accurate, current and complete and (b) not a minor. We reserve the
right at our sole discretion to refuse any Service to anyone at any time.
Any authorized additional recipients of materials from the Site are also subject
to this Agreement. You agree to take full responsibility for any additional recipients
for agreeing to and following these Terms and Conditions.
2. CONTENT
We also reserve the right to restrict your access to parts or all of the Site or
any Service without notice or liability. You understand that all information you
provide will be maintained by LinkSystems, LLC or the respective agency in which
you have registered with as confidential according to the terms of our standard
Privacy Policy, as published on the Site. Solely to enable us to use the information
you supply us with so that we are not violating any rights you might have in that
information, you agree to grant us a non-exclusive, worldwide, irrevocable, sublicenseable
(through multiple tiers) right to exercise the copyright and publicity rights (but
no other rights) you have in information provided by you in connection with the
use of any Service and during the term of your use of any Service. Nothing in this
Agreement shall be construed to constitute a sale or other transfer of title of
your trademarks or copyrights to LinkSystems, LLC. You understand that you are solely
responsible for providing accurate and complete information and that, failure to
do so, may result in actions taken against you for misrepresentation or fraud by
LinkSystems, LLC or other users.
The Site contains links to third party web sites. These links are provided solely
as a convenience to you and not as an endorsement by LinkSystems, LLC of the contents
on such third party web sites. LinkSystems, LLC is not responsible for the contents
of the third party site and does not make any representations regarding the content
or accuracy of materials on such third party web sites. If you decide to access
linked third party web sites, you do so at your own risk.
3. RELEASE AND INDEMNIFICATION
LinkSystems, LLC is merely a venue for you to participate in the use of the Services.
The Site acts as a venue for receiving solicitations and does not screen or censor
the listings offered. LinkSystems, LLC does not guarantee the quality, legality,
truth or accuracy of the listings and/or Services. LinkSystems, LLC disclaims any
responsibility for system downtime which may affect the timely submissions of electronic
bids. You agree to accept periodic facsimile and email notices from us explaining
our new Services. You assume all risks associated with dealing with other users
with whom you come in contact through the Site. Because user authentication on the
Internet is difficult, LinkSystems, LLC cannot and does not confirm that each user
is who they claim to be. In the event that you have a dispute with another user,
you hereby release LinkSystems, LLC, its subsidiaries, affiliates, directors, officers,
employees and agents from and against any and all claims, demands and damages (actual
and consequential) of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code § 1542, which
states, "A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which
if known by him must have materially affected his settlement with the debtor." You
agree to indemnify and hold LinkSystems, LLC and its subsidiaries, affiliates, officers,
directors, agents, and employees, harmless from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of your breach of
this Agreement or the documents incorporated by reference, or your violation of
any law or the rights of a third party. We do not control the information provided
by other users which is made available through our Site. You may find other user's
information to be offensive, harmful, inaccurate or deceptive. Please use caution,
common sense, and practice safe trading when using our Site. Please note that there
are also risks of dealing with foreign nationals, underage persons or people acting
under false pretence.
4. MODIFICATION
TO SITE LinkSystems, LLC reserves the right, for any reason, in its sole discretion,
to terminate, change or suspend any aspect of any Service or the Site, including,
but not limited to, content, features or hours of availability. LinkSystems, LLC
may impose limits on certain features of any Service or the Site or restrict your
access to part or all of any Service or the Site without notice or liability.
5. USER CONDUCT AND BEHAVIOR
When you use any Services or the Site, you represent, warrant and agree that you
will not:
(A) falsify or misrepresent any personal or business information regarding your
identity or intentions with respect to any matter;
(B) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that LinkSystems, LLC, in its
sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory
with respect to race or gender, or is otherwise disagreeable;
(C) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that contains a virus, Trojan
horse, worms, time bombs, cancelbots, or any other harmful software code or programming
routine that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information;
(D) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that is unlawful, fraudulent,
or otherwise disagreeable, including without limitation, any information, communication
or transmission that constitutes or supports the commission of any illegal activity
or any violation of local, state, national or foreign law, statute, ordinance or
regulation (including without limitation, those governing export control, consumer
protection, unfair competition, anti-discrimination or false advertising);
(E) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that violates any copyright,
trademark or any other proprietary intellectual property rights of others, unless
you have obtained permission from such owner and such action would not violate any
of the above rights in such property;
(F) post, publish, transmit, distribute, or upload through or link directly or indirectly
any information to the Site any bulk e-mail solicitations, chain letters, solicitations,
advertisements, pyramid schemes or any other unsolicited communication, including
without limitation, spamming LinkSystems, LLC 's users;
(G) use, reproduce, distribute, publish or communicate any information obtained
from the Site, for any commercial reason, unless such activity has been expressly
approved in writing by LinkSystems, LLC; or
(H) use any robot, spider, other automatic device, or manual process to monitor
or copy LinkSystems, LLC’s web pages or content contained herein;
(I) use any device, software or routine to bypass LinkSystems, LLC’s robot exclusion
headers or meta tags, or to interfere or attempt to interfere with the proper working
of the Site or any transaction being communicated or conducted on the Site, or take
any action that imposes an unreasonable or disproportionately large load on VendorLink,
LLC’s infrastructure; or
(J) create liability for LinkSystems, LLC or cause LinkSystems, LLC to lose (in whole
or in part) the services of LinkSystems, LLC's ISPs or other suppliers.
LinkSystems, LLC reserves the right, in its sole discretion, to amend, edit, remove
or otherwise block any material posted by you which may violate any state, federal
or local law or violate any aspect of this Agreement, or which LinkSystems, LLC,
in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening,
discriminatory with respect to race or gender, or otherwise disagreeable. However,
LinkSystems, LLC does not assume responsibility for reviewing or verifying the material,
content and information on its Site and is not responsible for any damages, losses,
expenses or other injuries incurred by you or any other user as a result of relying
on any material, content and information posted on the Site.
6. INTERRUPTION OF SERVICE
You understand that LinkSystems, LLC shall take commercially reasonable efforts to
make its Site and Service available. However, LinkSystems, LLC is not responsible
for any damages or losses related to any system errors or interruptions affecting
its Site or any Service and the processing of any transaction related to any Service.
You understand that the Site or Service may be unavailable unexpectedly as a result
of circumstances beyond LinkSystems, LLC 's control.
7. RESOLUTIONS OF DISPUTES BETWEEN BUYERS AND SELLERS
In the event of a dispute between users of the Service in connection with a transaction,
all users agree to cooperate with LinkSystems, LLC 's customer service department
to resolve the dispute. If LinkSystems, LLC cannot resolve the dispute within a reasonable
time (as determined in the sole discretion of LinkSystems, LLC), each user agrees
to submit their dispute to third-party conflict resolution or mediation services.
LinkSystems, LLC may provide recommendations for such third-party conflict resolution
and mediation services. LinkSystems, LLC disclaims all liability with respect to
conflicts between users, LinkSystems, LLC 's dispute resolution services and the
conflict resolution and mediation services of any third party.
8. NO AGENCY
The relationship between you and LinkSystems, LLC is that of an independent contractor.
No agency, partnership, joint venture or franchise relationship is implied, intended
or created by the terms and conditions of this Agreement or the use of the Site
by you.
9. TERMINATION
The terms and conditions of this Agreement constitute a binding agreement between
LinkSystems, LLC and you until terminated by LinkSystems, LLC. LinkSystems, LLC may
at any time, in its sole discretion, terminate your user account and access to the
Site and any Service. 10. DISCLAIMER OF WARRANTIES VENDOLINK, LLC PROVIDES THE SITE
AND SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES OF ANY KIND. VENDOLINK, LLC, TO
THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND
NON-INFRINGEMENT. VENDOLINK, LLC MAKES NO WARRANTIES ABOUT ACCURACY, RELIABILITY,
COMPLETENESS, OR TIMELINESS OF THE SITE, CONTENT MATERIALS ON THE SITE, SERVICES,
LISTINGS, LINKS, AND TEXT. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A
USER, WHETHER ORALLY OR IN WRITING, FROM LINKSYSTEMS, LLC SHALL CREATE ANY IMPLIED
WARRANTY. USERS ARE INSTRUCTED TO USE THE SITE AND ALL SERVICES AT THEIR OWN RISK.
LinkSystems, LLC does not and cannot control the flow of data to or from its Site
and other portions of the Internet. At times, your connection to the Internet may
be impaired or disrupted. Although LinkSystems, LLC will use commercially reasonable
efforts to avoid such an event, LinkSystems, LLC cannot guarantee that it will not
occur and disclaims any and all liability resulting from or related to such an event.
10. LIMITATION OF LIABILITY IN NO EVENT SHALL VENDOLINK, LLC OR VENDOLINK, LLC'S
SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE, THE SITE OR THIS AGREEMENT
(HOWEVER ARISING, INCLUDING NEGLIGENCE).
11. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement or any Service
(other than disputes covered by Section 7 above) shall be settled by binding arbitration
in accordance with the commercial arbitration rules of the American Arbitration
Association. Any such controversy or claim shall be arbitrated on an individual
basis, and shall not be consolidated in any arbitration with any claim or controversy
of any other party. The arbitration shall be conducted in Titusville, Florida, and
the judgment on the arbitration award may be entered into any court having jurisdiction
thereof. Either you or LinkSystems, LLC may seek interim or preliminary relief from
a court of competent jurisdiction in Titusville, Florida necessary to protect the
rights or property of you or LinkSystems, LLC pending the completion of arbitration.
12. OWNERSHIP
Subject to the intellectual property rights of the users in any content provided
by them in connection with the use of the Site and any Service, LinkSystems, LLC
shall retain all right, title and interest in and to the Site and the Services,
including all intellectual property rights therein and thereto.
13. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter herein, and supersedes any and all prior agreements between
LinkSystems, LLC and you. The failure to enforce any provision of this Agreement
will not result in a waiver of any rights either party may have under this Agreement.
If any provision of this Agreement is held to be unenforceable, it will be enforced
to the maximum extent permissible and the remainder of this Agreement shall continue
in full force and effect. Headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent of such section. VendorLink,
LLC's failure to act with respect to a breach by you or other users does not waive
LinkSystems, LLC's right to act with respect to subsequent or similar breaches. VendorLink,
LLC will not be liable for any delay or failure associated with the Site or Service
beyond its control or otherwise, including natural disasters, acts of government
or war, etc. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida without regard to the conflicts of law provisions
thereof. You further agree to the exercise of personal jurisdiction in the State
of Florida in connection with any dispute or claim involving LinkSystems, LLC.
14. COMMODITY CODES
The Commodity/Services Code displayed here is copyrighted material that is
to be used for reference purposes only. All Rights Reserved. This material is for
the registered Agency's use only and may not be downloaded without a license from
Periscope Holdings, Inc.
LinkSystems, LLC Service Terms and Conditions
This Agreement provides the terms and conditions under which LinkSystems, LLC, a
Florida company ("LinkSystems, LLC") offers its VendorLink Service ("VendorLink Service")
to you through its Web sites located at www.evendorlink.com, www.myvendorlink.com, www.mylinksystems.com and any and all agency
VendorLink websites (the "Site"). THIS AGREEMENT IS SUPPLEMENTED BY AND SHOULD BE
READ IN CONJUNCTION WITH THE GENERAL TERMS AND CONDITIONS OF LINKSYSTEMS, LLC WHICH
APPLY TO ALL VENDORLINK SERVICES. Your use of the VendorLink Service as a user ("User")
constitutes your agreement to all terms and conditions contained in this Agreement
as well as LinkSystems, LLC's General Terms and Conditions. LinkSystems, LLC reserves
the right in its sole discretion and without notice to amend or modify the terms
and conditions under which the VendorLink Service is being offered to you.
1. SUPPLIER INFORMATION AND RESPONSIBILITIES
In order for you to participate in any bid award or other procurement action from
any city, county, state or other governmental agency which has entered into an agreement
with LinkSystems, LLC, as a member of the LinkSystems, LLC governmental agency network
for which you have registered (the "Agency"), you may be required by the Agency
to provide additional information. Registration with LinkSystems, LLC does not confer
or imply any special consideration to you by the Agency. The Agency reserves the
right to determine your eligibility to receive solicitations. It is your responsibility
to insure that the information you submit to LinkSystems, LLC and to this Site is
current and accurate. LinkSystems, LLC is not responsible for technical or mechanical
problems affecting your fax or computer equipment.
2. SUPPLIER NETWORK MEMBERSHIP SERVICES
When you establish an account with us or the "Agencies", you will provide yourself
with a unique username and password. You will be permitted to access solicitations
for the purchasing organizations that belong to the LinkSystems, LLC system or the
"Agencies". You can access this information by visiting our web site or the "Agencies"
web sites and entering your username and password. If the bids are available for
electronic download then you will be able to download them from our web site. We
of the "Agencies" will attempt to notify you of bids and addenda submitted to us
by the Agencies in your subscription that match the commodity codes associated with
each solicitation. We or the "Agencies" will attempt to notify you by sending you
either an email message over the Internet or a facsimile. It is your responsibility
to ensure that your facsimile equipment and email account are in good working order.
3. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available on this Site
or provided to you by LinkSystems, LLC or the "Agencies" are protected by applicable
intellectual property and proprietary rights laws. Except as expressly authorized
by LinkSystems, LLC or the "Agencies", you agree not to sell, license, rent, distribute,
reproduce, transmit, publicly display, publish, adapt or create derivative works
from such materials or content. Notwithstanding the above and provided you keep
intact all copyright and other proprietary notices, YOU MAY PRINT OR DOWNLOAD COPIES
OF THE MATERIALS OR CONTENT ON THIS SITE OR PROVIDED BY LINKSYSTEMS, LLC OR THE "AGENCIES"
ON ONE OR MORE OF YOUR COMPUTERS FOR YOUR EXCLUSIVE AND INTERNAL USE SO THAT YOU
MAY REALIZE THE BENEFITS OF THE VENDORLINK SERVICES PROVIDED TO YOU AS A REGISTERED
MEMBER OF THE LINKSYSTEMS, LLC SUPPLIER NETWORK. Systematic retrieval of data or
other content from this Site or from LinkSystems, LLC to create or compile, directly
or indirectly, a collection, compilation, database or directory without written
permission from LinkSystems, LLC is prohibited. Use of such content or materials
for any purpose not expressly permitted in these Terms of Use is prohibited.
4. BUYER OBLIGATIONS
When you have submitted a solicitation with the VendorLink Service, you have extended
an offer to such suppliers to sell goods or services to you which meet the requirements
specified in your solicitation, including but not limited to price, payment terms,
shipping terms, and payment methods. If a selected supplier submits a bid that is
acceptable to you, and if you subsequently award that bid to that supplier, you
then agree to accept the requested materials or services from that supplier. You
may close a solicitation before the specified close date, and you may award or reject
a bid before the close date and/or before all bids are received. Although the VendorLink
Service allows you to perform these actions, you should understand that it may not
be best business practice to do so.
5. SUPPLIER OBLIGATIONS
You may bid on solicitations listed on the VendorLink Service only if notified by
the Service that you have been selected as a participating supplier, based on the
commodity code information submitted by the buyer and you. When you submit a quote,
you have extended an irrevocable offer to the buyer to provide the product or services
requested on the terms and conditions you state in your quote. A supplier may retract
any quote after acceptance by the buyer if the quote request included a material
inaccuracy or misrepresentation. You understand and agree that the buyer may close
the quote request at any time, regardless of the specified close date, and can award
or reject a quote at any time. You understand and agree that you are responsible
for all applicable taxes and for all costs that are incurred in using the Service.
LinkSystems, LLC may also, in its sole discretion, add or delete fees associated
with its Service. If any new fee or charge is applicable, LinkSystems, LLC will notify
you by posting such new fee or charge on the Web Site or by notifying you in writing
by email.
6. NOTICES
Notices under this Agreement shall be provided to Users via email to the email address
provided by User on its registration form. Notices to LinkSystems, LLC should be
delivered via email to contactus@mylinksystems.com.