VendorVision Terms of Use

Effective Date: June 15, 2015

Recovery Database Network ("we," "us," "our," or “RDN”) provides you with access to the website http://www.vendorvision.com, RDN's proprietary web-based compliance management platform known as VendorVision, and any related features, applications, documentation, products or services (collectively, the “Site”) subject to the following Terms of Use. Please read the following Terms of Use carefully before using the Site. By accessing or using the Site, you agree to these Terms of Use.

We may from time to time modify or change the Terms of Use. Any revised version of the Terms of Use will be posted on our Site and the revised Terms of Use will govern your future use of the Site, so you should return to the Site periodically to review these Terms of Use. If you do not agree to the revised version, you must immediately stop using the Site. Notwithstanding the foregoing, we agree to notify you of any significant changes to the Terms of Use.

  1. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

    1. The Site and its related content, documentation, software products and services and any derivative works or enhancements of the same (collectively, "Site Content") and all intellectual property rights to the same are owned by us or our licensors. All trademarks, service marks, trade names and trade dress that may appear on the Site are owned by us or our licensors. Except for any limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in the Site or any Site Content. Any rights not expressly granted in these Terms of Use are expressly reserved.
    2. By virtue of these Terms of Use, the parties may have access to information that is confidential to one another. "Confidential Information" shall mean all information clearly identified by either party as confidential at the time of disclosure or deemed by its nature to be confidential. In addition, notwithstanding any failure to so identify, Confidential Information shall include (i) the terms and pricing under our agreement, (ii) information related to the Site, or related documentation; (iii) the data being transmitted through the Site, and (iv) all consumer non-public, personal information transmitted by or to a party. A party's Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) is lawfully disclosed to receiving party by a third party without an obligation of nondisclosure to the disclosing party; (c) is independently developed by the other party without reference to the Confidential Information; or (d) was already in the receiving party's possession prior to the time of disclosure. Additionally, the parties hereto may disclose Confidential Information to the extent required by subpoena, court order or law to be disclosed.
    3. During the term of our agreement, the parties are authorized to use the Confidential Information of the other party solely for the purposes of exercising their rights and performing their obligations hereunder and to disclose such Confidential Information to its employees and authorized representatives (and RDN's contractors with whom RDN has written agreements sufficient to satisfy its obligations under our agreement) on a need to know basis only or as otherwise expressly authorized herein. The parties agree to use the same care and discretion to avoid the unauthorized disclosure, publication or dissemination of the other party's Confidential Information received pursuant to this Agreement as it uses to protect its own confidential information of a similar nature (but in no event less than a reasonable standard of care). Each party's obligations of confidentiality hereunder for Confidential Information disclosed herein shall survive expiration or other termination of these Terms of Use.
    4. You understand that RDN cannot guarantee the security of information when transmitted or accessible through or using the Internet, the Site or other third party communication providers. Except for RDN’s gross negligence or willful activity, RDN shall not be liable or responsible to you or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of such data or other Confidential Information while such information is transmitted or accessible through the Internet or the Site. Additionally, RDN shall have no responsibility or liability for any services performed by third party communication providers related to your use of the Site or any breach of confidentiality or security related thereto, and RDN shall not be responsible for any breach of security or confidentiality caused by your failure to maintain the confidentiality and control of your user identification numbers or passwords related to your use of the Site.
    5. You understand that, in connection with the Site, RDN may aggregate and disclose information related to the performance by you and others, in general, regarding the Site, including, without limitation, response times for completion of services and service success rates, and you agree that such disclosure shall not be considered or otherwise deemed a breach of this Agreement provided that the information does not identify you or any individual.
  2. ACCESS OR USE OF THE SITE

    1. Use of the Site and certain Site Content requires you to be 18 years of age or older.
    2. Whenever you submit information to us, you agree to provide true, accurate and complete information.
    3. We may impose restrictions on your ability to establish an account or register for certain activities (e.g., age limits, limitations on the number of accounts, etc.). When registering an account, you may need to select a username ("ID") and password. You are responsible for keeping your ID and password, and other account information, confidential and are fully responsible for all activities that occur under your account, whether or not you authorized such activities. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password.
    4. You acknowledge and agree that the access or use of the Site is conducted on your behalf by one or more individuals whom you authorize to act on your behalf (each, an "Authorized User"). Accordingly, you are liable and responsible for all the actions, omissions and any failure to act of its Authorized Users. You are responsible for maintaining the security of all usernames and passwords that are issued to Authorized Users. You are responsible for all actions carried out by anyone using a user identification code and password issued to an Authorized User registered by you. Authorized User usernames and passwords are for designated Authorized Users and cannot be shared or used by more than one Authorized User. Access to the site may be revoked immediately and without notice if your ID and password are shared with others.
    5. You agree that you will comply with the following:
      1. You shall only utilize the Site to transfer information within the United States and shall not transfer information outside the United States utilizing the Site;
      2. You shall acquire, provide and maintain, as applicable and at your sole expense, licenses for all other software, hardware, equipment, connections, facilities, services and other supplies necessary for access and use of the Site;
      3. You shall be responsible for confirming the accuracy quality, integrity, legality, reliability, and appropriateness of all data and information supplied or received by you when accessing or utilizing the Site;
      4. You shall use the Site solely for your internal business purposes as contemplated by our agreement and shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site available to any third party, other than to any authorized users or as otherwise contemplated by our agreement;
      5. Your access and utilization of the Site shall at all times comply with the Documentation and with all applicable local, state and federal laws; and
  3. LIMITATION, SUSPENSION OR TERMINATION

    We may, in our reasonable discretion, temporarily or permanently change, limit, suspend or terminate your access to the Site (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action. Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive.
  4. ACCEPTABLE USE

    1. The Site (including, without limitation, Site Content and User Content) are provided for your information and limited use. When using the Site, you agree to comply with these Terms of Use, and all applicable federal, state and local laws.
    2. Except as expressly permitted by these Terms of Use, you may not:
      1. use the Site in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;
      2. modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of the Site (e.g., those that prevent or restrict copying Site Content);
      3. use the Site in any way to manipulate or distort, or undermine the integrity and accuracy of, Site Content, or take any action to interfere with, damage, disrupt any part of the Site;
      4. use the Site to send, knowingly receive, upload/post, download, any material which does not comply with our content standards;
      5. use the Site to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;
      6. use the Site to transmit any data, or upload to the Site any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
      7. decompile, reverse engineer or disassemble any portion of the Site;
      8. use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained the Site, or use network-monitoring software to determine architecture of or extract usage data from the Site; or
      9. engage in any conduct that restricts or inhibits any other user from using or enjoying the Site.
    3. You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
  5. USER CONTENT

    1. We may now or in the future permit you to post, upload, transmit through or otherwise provide through the Site (collectively, "Submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, and other content (collectively "User Content").
    2. You agree not to Submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from your User Content. Furthermore, you represent and warrant that your User Content:
      1. will comply with all applicable laws;
      2. will be truthful, non-misleading and non-deceptive;
      3. will not contain any material which is tortious (e.g., defames or invades the privacy of any person, etc.), obscene, offensive, hateful or inflammatory;
      4. will not promote sexually explicit material or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      5. does not breach any legal duty you owe to a third party, such as a contractual duty or a duty of confidence;
      6. will not be threatening, abuse or invade another's privacy, or provided with an intent to harass, upset or embarrass any other person;
      7. will not be provided with an intent to impersonate any person, to misrepresent your identity or affiliation with any person, or to falsely give the impression that your User Content comes from someone else; or
      8. will not advocate, promote or assist any unlawful act (e.g., criminal acts, copyright infringement, computer misuse, etc.).
    3. We may monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove any User Content for any reason including, without limitation, violation of these terms.
    4. You agree that RDN may reference on the Site or in related media that you are a user or subscriber (as applicable) of or through the Site and we are authorized to publish your trademark or logo on the Site or in related media upon your approval.
    5. COMPLIANCE WITH LAWS

    6. This Site is based in the United States of America. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
    7. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
  6. OTHER PRODUCTS AND SERVICES

    1. You understand that RDN may, from time to time, develop, market, use, license, sell or distribute products and services that may compete with your products or services or may provide the Site and related services to your competitors, and you agree that such conduct or activity shall not be deemed or considered a breach of these Terms of Use.
    2. RDN may provide access to various third party services through the Site. RDN provides access to these services as a convenience only and does not warrant or otherwise endorse the services provided by any third party. RDN does not warrant any third party information, goods, or services that are referred to, advertised, promoted or sold on the Site or through links to third party websites. The General Disclaimer in Section 9 herein also applies to these third party services.
  7. LIMITS ON OUR LIABILITY

    1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE. A PARTY’S SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH THE SITE OR ANY LINKS PROVIDED VIA EITHER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
    2. REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED THE AGGREGATE AMOUNT OF THE CHARGES AND FEES PAID BY YOU TO RDN PURSUANT TO OUR AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION ACCRUED. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH THE SITE IS PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING SERVICES SIMILAR TO THAT OF THE SITE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.
    3. You agree that RDN shall have no liability whatsoever, actual or otherwise, to you based on any of the following: (i) any delay, interruption in use of, failure in or breakdown of the Site or errors or defects in transmission occurring in the course of the use of the Site; (ii) any unlawful or unauthorized use of the Site; (iii) any loss of or damage to your records or information; (iv) any claims based on services provided by a third party communication services provider in connection with our agreement or the Site; or (v) any claim resulting from the termination of the Site.
    4. In some jurisdictions, limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.
  8. DISCLAIMER OF WARRANTIES

    1. TO THE FULL EXTENT PERMITTED BY LAW, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY RDN ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ARE NOT WARRANTED TO BE, AMONG OTHER THINGS, FREE OF COMPUTER VIRUSES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. RECOVERY DATABASE NETWORK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON ITS SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES.
    2. Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.
  9. INDEMNIFICATION

    You agree to defend, indemnify and hold harmless the other party and its officers, directors, employees, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (i) your access to or use of the Site; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant under this Agreement; (v) your acts or omissions; or (vi) your violation of any law or the rights of a third party, which may arise out of or relate to your access to or use of the Site or any related products and services. Each party agrees to cooperate fully with the other party in the defense of any claim hereunder.
  10. GOVERNING LAW

    This Agreement will be construed, interpreted and applied in accordance with the laws of the State of Indiana and applicable federal law, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the Circuit and Superior Courts of Marion County, Indiana and the federal courts of the United States, sitting in Indiana, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
  11. AMENDMENT; ADDITIONAL TERMS

    1. We may update the Site to provide better options and features, or for other reasons. In certain instances it may be necessary to update or modify our Terms of Use. We also may, in some instances, need to provide you with separate agreements or additional terms or licenses that govern your use of parts of the Site ("Additional Terms"). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms of Use, as appropriate or necessary. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
    2. Modifications to these Terms of Use or any Additional Terms will be effective upon: (a) notice, either by posting on the Site or by email notification; and (b) your subsequent use of the Site. It is your responsibility to review the Terms of Use and the Site from time to time for any changes or Additional Terms. Your access and continued use of the Site following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Site.
  12. AUDIT

    RDN may, upon not less than ten (10) days prior written notice and at its expense, audit any information, records, and operations for the purpose of confirming your compliance with all terms and conditions of these Terms of Use. Any such audit shall be conducted electronically and/or during regular business hours at the audited party's facilities and shall interfere as little as reasonably possible with the audited party's business activities.
  13. NOTICES

    All notices, demands and other communications hereunder shall be in writing or by written telecommunications, and shall be deemed to have been duly given: (i) if mailed to the other party's address by certified mail, postage prepaid, on the date three (3) days from the date of mailing, (ii) if delivered by overnight courier, when received by the contact or (iii) if sent by confirmed telecommunication, one business day following receipt by the contact. Notices to RDN shall be addressed to the following:
     
    Recovery Database Network
    13085 Hamilton Crossing Blvd
    Carmel, Indiana, 46032
    Attn: President

    Copy: Recovery Database Network Legal Department
    13085 Hamilton Crossing Blvd
    Carmel, Indiana, 46032
     
    Notices to you shall be addressed to the address on file with RDN.
  14. OTHER TERMS

    1. No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import.
    2. Except where specifically stated otherwise, if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect.
    3. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.
    4. These Terms of Use (including the Online Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement, and supersede all previous written or oral agreements, between you and Recovery Database Network in connection with the Site.
    5. The parties to the Terms of Use are independent contractors, and these Terms of Use will not establish any relationship of partnership, joint venture, employment, franchise or agency between us.